36C25621Q1504_1.docx

36C25621Q1504

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

520-22-1-077-0014 36C25621Q1504 09-0 -2021 Troy Davis 713-770-2659 09-10-2021

12:00 PM

CDT

36C256 Department of Veterans Affairs Network Contracting Office 16 Michael E. DeBakey VA Medical Center 2002 Holcombe Boulevard Houston TX 77030 4298 X X 325412 1250 Employees N/A X 36C520 Department of Veterans Affairs Gulf Coast Veterans Health Care System See delivery instructions on page 38 of Statement of Work.

Biloxi MS 39531 36C256 Department of Veterans Affairs Network Contracting Office 16 Michael E. DeBakey VA Medical Center 2002 Holcombe Boulevard Houston TX 77030 4298

FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 Invoice must be submitted electronically 1-877-489-6135 See CONTINUATION Page The contractor shall provide radiopharmaceuticals to the facilities in accordance with the B.3 Statement of Work.

See Section B.2 Price/Cost Schedule for all items.

See instructions to offerors on page 42 and evaluation criteria on page 47.

See CONTINUATION Page X X one(1) Frank Mendoza

VA-VHA-2021-60E358EC

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR: POC Name:_________________

Network Contracting Office 16 Michael E. DeBakey VA Medical Center 2002 Holcombe Boulevard Houston TX 77030-4298 Phone: (713) 791-1414 x22769 E-mail: Francisco.Mendoza@va.gov

Troy Davis Contract Specialist Department of Veterans Affairs Network Contracting Office 16 Michael E. DeBakey VA Medical Center 2002 Holcombe Boulevard Houston TX 77030-4298 Phone: 713-770-2659 E-mail: troy.davis@va.gov

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 Invoice must be submitted electronically

5. ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Contractor shall provide and deliver radiopharmaceuticals supplies to the GCVHCS at multiple locations. Radiopharmaceuticals shall be provided in accordance with the terms and conditions stated in the Statement of Work (SOW) ***Note: See SOW for individual product descriptions and estimated quantities. Products shall be delivered between the period of October 1, 2021 - September 30, 2022

(End of price/Cost Schedule)

B.3 STATEMENT OF WORK

RADIOPHARMACEUTICALS

1. General Description: The contractor shall provide and deliver radiopharmaceuticals to the Gulf Coast Veterans Health Care System (GCVHCS) at two locations. One location is in Biloxi, MS and the other location is in Pensacola, FL. The contractor shall be able to provide radiopharmaceuticals to both locations. The contractor shall be able to provide medical radioisotopes from Low Enriched Uranium (LEU) (a Non-High Enriched Uranium) and High Enriched Uranium (HEU) sources. Radiopharmaceutical preparations of doses, tagging of blood, testing performed at contractor facility provided by a board-certified radiopharmacist and delivered directly to the Nuclear Medicine Section, Bldg. 3, Room 2D114, “Hot Lab”, Gulf Coast Veterans Health Care System, Biloxi, MS at 7:00 AM and to the Nuclear Medicine Section second floor Room 2C106 “Hot Lab”, Pensacola, FL at 7:30AM Monday through Friday. Contractor shall provide emergency deliveries as requested by the VA Nuclear Medicine Departments.

a. Because of the critical need of these supplies in a timely manner, the contractor for radiopharmaceuticals shall deliver items for emergent (non-scheduled) doses within 120 minutes of the telephone order. This may occur during normal working hours, after hours, weekends, and holiday.

In order to minimize patient delays on emergent requests, the contractor shall provide daily the following in accordance with paragraph 2c:

· Tc99m-MDP 30mCi for bone scan calibration times shall delivered by 12:00pm on the date required.

· Tc04 30mCi for MUGA or GI Bleed calibration times shall be delivered by 3:00pm (1500 hours) on the date required.

· Tc99m-Sestamibi (MIBI)/Cardiolite 10mCi Mycardial Perfusion deliver shall be 11:00am (1100 hours) on the date required.

· Resting calibration times. Patients appointment time and individual requirements will provided by the VA.

· Tc99m-Sestamibi (MIBI)/Cardiolite 30mCi Mycardial Perfusion-Stress calibration times shall be 1:00pm (1300 hours) on the date required.

b. Deliveries shall incorporate sufficient lead or other high-density shielding to comply with all applicable federal and/or state standards relating to the shipment of radioactive materials. Shipping containers must comply with all federal and state regulations. This shall include, but not limited to Department of Transportation (DOT), Department of Energy (DOE), Nuclear Regulatory Commission (NRC), National Highway Performance Program (NHPP), and Interstate Commerce Commission (ICC) regulations and standards. The contractor shall supply to the VA written proof verifying all of their appropriate employees have received annual radiation safety training regarding the use and transportation of radioactive material as required by the state and/or federal regulations. Contractor shall supply copies of these documents prior to contract award. The contractor shall supply written documentation demonstrating containers, which transport doses of radiopharmaceuticals, meet state and/or federal regulations. This documentation shall be supplied prior to use of such containers.

c. Contractor shall supply all documentations to verify any radiopharmacist preparing radio-pharmaceuticals are appropriately credentialed and licensed to dispense radiopharmaceuticals within the state of Mississippi or Florida (depending on which pharmacy they are working) and that all state and/or federal requirements are met. Contractor shall supply copies of these documents prior to contract award. Contractor shall hold a current unrevoked US Nuclear Regulatory Commission (USNRC) and MS/FL Board of Pharmacy license to produce and distribute radiopharmaceuticals for human administration. Contractor shall supply a copy of their radioactive material license. Contractor shall immediately notify the VA Gulf Coast Health Care System upon any action by the NRC, FDA and/or others to modify or suspend contractor’s radiopharmaceutical license.

d. Listing of radiopharmaceuticals required and the estimated yearly use are attached. These quantities are estimates based on our last year usage. If ordering patterns of our providers result in a reduction of quantity required, the Government shall not be held liable for the differences.

e. Technetium product radiopharmaceuticals (TC99M and TC04) not used shall be returned to contractor for credit to the Government the next workday. The contractor shall be responsible for return pick-up.

f. All doses shall be supplied in unit doses unless otherwise specified. All labeling shall meet federal and state requirements for radiopharmaceuticals. Each dose must contain a label on both the syringe and on the outside of the unit dose shield, which at a minimum shall contain the name and the amount of the radiopharmaceutical and the date and time of calibration. Contractor shall utilized syringes which minimize the residual actifity of Tc99m-Sestamibi (MIBI)/Cardiolite.

2. Administration:

a. Contractor shall bill in arrears on a monthly basis.

b. All services rendered will be itemized by date of service, radiopharmaceutical provided, and unit cost.

c. Technetium product radiopharmaceuticals not used shall be returned for credit.

d. Only the Contracting Officer is authorized to make changes to the contract and changes will be executed bilaterally in accordance with FAR 52.212-4(c).

3. Security and Confidentiality:

a. Contractor shall be responsible for maintaining Automated Data Processing (ADP) security.

b. Contractor shall be responsible for maintaining patient information in the strictest confidence in accordance with the Privacy Act, Healthcare Insurance Portability and Accountability Act (HIPPA), and all other applicable privacy rules and regulations.

4. Work Hours:

The services covered by this contract shall be furnished by the contractor as defined herein. The contractor shall not be required, except in case of emergency, to furnish such services on a national holiday or during non-working hours as described below:

5. Delivery of Orders:

Orders normally will be placed by 4:30 pm, delivery shall be required directly to the Nuclear Medicine Section, Bldg. 3, room 2D114, “Hot Lab”, Gulf Coast Veterans Health Care System (GCVHCS), Biloxi, MS at 7:00 AM; and to the Nuclear Medicine Section second floor Room 2C106 “Hot Lab”, Pensacola, FL at 7:30AM the following work day. Due to the demands of the Medical Center care requirements, there shall be no restriction to the number of orders which may be placed by VA, nor the number of deliveries required per day. In the event the requirements are determined in advance, a longer delivery time may be scheduled accordingly.

The delivery order shall specify the contract item(s) and quantity, time(s) of delivery and the applicable VA order number. Orders can be placed orally by telephone and/or fax submission.

6. Delivery Locations:

Gulf Coast Veterans Health Care System 400 Veterans Avenue Nuclear Medicine Section, Bldg. 3, Room 2D114, “Hot Lab” Biloxi, MS 39531

Joint Ambulatory Care Center -JACC 790 Veterans Way Nuclear Medicine Section second floor Room 2C106 “Hot Lab” Pensacola, FL 32507

a. Deliveries will be made Monday-Friday (excluding holidays which are listed below) directly to the Nuclear Medicine Section, Bldg. 3, Room 2D114, “Hot Lab”, Gulf Coast Veterans Health Care System (GCVHCS), Biloxi, MS at 7:00 AM; and to the Nuclear Medicine Section second floor Room 2C106 “Hot Lab”, Pensacola, FL at 7:30AM between the hours of 7:00 AM and 4:30 PM, except in the case of emergency. Federal Holidays are as follows and includes any other days specifically declared by the President of the United States to be deemed a holiday:

Christmas

Contractor’s employees shall give deliveries directly to the Nuclear Medicine Technologist on duty. Delivery personnel shall be bonded by the contractor.

b. If radiopharmaceuticals are delivered during non-working hours, the delivery agent will be required to report to the VA Police Office and be escorted to the “Hot Lab” by the VA Police. Only the VA Police are authorized to accept delivery and to sign for deliveries of radioactive materials during non- working hours. Only the VA Police are authorized to accept delivery and to sign for deliveries of radioactive materials during non-working hours.

7. Delivery Commitment:

Time of delivery specified or mutually agreed to at the time of receipt of telephone order shall become mandatory upon the Contractor. Failure to perform in accordance with the delivery commitment may be grounds for termination of contract in accordance with the provisions for default.

8. Person(s) Authorized to Place Orders:

In addition to the Contracting Officer, the Contracting Officer Representative (COR) is authorized to place orders under this contract, as well as any Certified Nuclear Medicine Technologist employed by the Gulf Coast Veterans Health Care System, Biloxi, MS and the Nuclear Medicine Section, Joint Ambulatory Care Center Pensacola, FL.

9. Description of Items:

A listing of the products description and estimated quantity usage is provided below. Items reflecting a quantity of zero are seldomly used. The Government reserves the right to modify the contract to increase estimated quantity based on average usage or projected need. The items are as follows:

REMARKS

ESTIMATED QTY

CYCLOTRON PRODUCTS

TL-201 THALLIUM CHLORIDE calibration source

REACTOR PRODUCTS

COLD PRODUCTS & ACCESSORIES

MISCELLANEOUS ITEMS

Note: (Client buys Bexxar directly from the manufacturer, Glaxo SmithKline. Triad's preparation fees are paid by Client.)

Note: (Client buys Bexxar directly from the manufacturer, Glaxo SmithKline. Triad's preparation fees are paid by Client.)

Note: (Client buys Bexxar directly from the manufacturer, Glaxo SmithKline. Triad's preparation fees are paid by Client.)

SERVICES

POSITRON EMISSION TOMOGRAPHY PRODUCTS

Delivery Charges

End of SOW

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

C.3 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[X] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[X] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[X] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[X] 852.233–70, Protest Content/Alternative Dispute Resolution.

[X] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[X] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[X] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.4 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-14 Limitations on Subcontracting.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause)

C.5 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

Material shall be packed for shipment in such a manner that will insure acceptance by common carriers and safe delivery at destination.