36C25723Q1126.docx

36C25723Q1126

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.

UEI:

EFT:

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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

674-24-1-258-0002

10-10-2023 Shannon Robinson 931-542-7887 10-17-2023 16:00

CDT

36C671 Department Of Veterans Affairs Network Contracting Office 17

5441 Babcock Road Ste. 302 San Antonio TX 78240

X

325120 1200 Employees

Net 30

N/A

Department of Veterans Affairs Central Texas VA Medical Center 1901 S. Veterans Memorial Drive

Temple TX 76502 36C671 Department Of Veterans Affairs Network Contracting Office 17

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

(877) 353-9791

(512) 460-5540

See CONTINUATION Page The contractor shall provide all labor, supplies, materials, equipment, supervision, transportation, and other items, and non-personal services necessary to provide bulk oxygen in accordance with the Statement of Work and the terms and conditions contained herein.

For additional details reference B.3 Price/Cost schedule and starting on page 13.

Complete and return all information designated in section E (page 28) prior to the time specified in block 8 of the 1449 (page 45).

Blocks 30a, 30b and 30c on page 1 of the SF 1449 must be completed and signed in order to be considered for award.

Required documents and instructions for quote submission are included in the Addendum to FAR 52.212-1, Instructions to Offerors - Commercial Products and Commercial Services.

This is an acquisition IAW FAR 13

See CONTINUATION Page

Latasha Messer Contracting Officer

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: Name:

Address:

City/State/Zip:

POC Name:

POC Phone:

Phone Email:

SAM UEI:

TIN:

b. GOVERNMENT: Contracting Officer 36C671 Latasha Messer latasha.messer2@va.gov Department Of Veterans Affairs Network Contracting Office 17

Contract Specialist Shannon Robinson shannon.robinson3@va.gov Network Contracting Office 17

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.

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

Page 1 of

B.2 STATEMENT OF WORK

Medical Grade Bulk Liquid Oxygen

1. General

1.1. The VA Central Texas Health Care System has established an ongoing requirement that requires a contractor to provide Medical Grade Bulk Liquid Oxygen. If the Government facility does not own its own bulk oxygen tank system, the Contractor shall provide a contractor-furnished tank system with an appropriate backup system (i.e., reserve tank or cylinder bank). The Contractor shall provide all needed components to support a Food and Drug Administration (FDA) medical grade bulk liquid oxygen tank system in compliance with the National Fire Protection Agency (NFPA) 99: Health Care Facilities Code. Additionally, the Contractor must utilize an off-site, automatic monitoring system (telemetry system) that independently monitors the system and notifies the Contractor when refills are required.

1.2. Location/Facility Requirements: The bulk oxygen tanks are government owned. All supplies of medical-grade liquid bulk oxygen shall be delivered to the Central Texas VA Medical Centers: Delivery Location: 1901 S. Veterans Memorial Dr., Temple TX 76502.

Tanks are located Bldg. 163 Off Veterans Drive and Bldg. 204 call operator to unlock tank, 254-413-2957

1.2.1. The Contractor shall be required to make deliveries of medical-grade liquid bulk oxygen throughout the life of the contract. The estimated quantities are 145,150.00 CCF for the facility annual requirement.

1.3. A Point of Contact (POC) will be designated for ordering facility. The POC is responsible for local contract administration issues such as requesting deliveries and providing specific delivery instructions. The Contractor will be provided with names and contact information of the primary and alternate POC within 20 days after award of the contract for the ordering facility.

1.4. The Contractor shall provide written procedures and initial in-service training for VA staff on protocols to ensure safety on and around the tank systems at the time of initial filling of any new or upgraded bulk oxygen tank system. The Contractor shall provide additional safety training as needed by the facility to accomplish emergency shutdowns or other sudden, unplanned termination of the refilling process. Contractor shall provide 24/7 emergency contact name(s), telephone number(s), fax number(s) and email addresses during training.

2. Acronyms

2.1 This section lists acronyms that are used in this Statement of Work and other parts of the solicitation.

CCF – 100 cubic feet CF – Cubic feet CGA – Compressed Gas Association CGMP – Current Good Manufacturing Practices COR - Contracting Officer Representative FDA – US Food & Drug Administration GO – Government-owned NFPA – National Fire Protection Association USP – United States Pharmacopeia VA – Department of Veterans Affairs OSHA – US Department of Labor, Occupational Safety and Health Administration

3. Government-Furnished Property

3.1. The schedule of items will identify any Government owned (GO) bulk tank system(s) at each facility. GO bulk oxygen storage tank systems and appurtenances will be maintained by the Government at the Government's expense in a manner that ensures compliance with applicable federal and state regulations, standards, and commercial practices. The Government is responsible for providing a pad sufficiently rated by a Certified Project Engineer to support main and reserve tanks filled to full capacity. This includes security fencing, NFPA 55 & 99 code compliance, and safe access for resupply operations.

3.2. Upon award of the contract, all GO bulk tank systems and materials must be inspected by the Contractor at the Contractor's expense. Upon inspection, the Contractor shall immediately notify the Contracting Officer if the Contractor will not be able to fill the bulk oxygen tank system because of issues related to the tank system, pad, or access to the tank system. Each facility will provide the Contractor reasonable access to the areas where work is required to be performed. Additional issues associated with Government-furnished equipment are the responsibility of the Government. Contractor shall determine the pressure and rate of flow needed at the facility based on VA provided information.

3.3. The Government will be responsible for annual maintenance and testing of GO property to ensure safety, in accordance with applicable regulations and standards.

3.4. The Contractor is responsible for performing minor maintenance on the GO bulk tank systems. Minor maintenance required of the Contractor includes validating that the fittings are securely fastened to the system, testing, minor de-icing, and adjusting alarms as required. Also, the Contractor shall provide documentation and training on how to de-ice the tank system in order to prevent damage (which could void the warranty between the VA and the tank manufacturer). In the event ice build-up occurs that cannot be remedied by the contractor during regular minor maintenance, the Contractor shall furnish the VA with a quote to remove the ice buildup from the liquid bulk oxygen tank system. After the VA reviews and approves the quote, it may place a stand-alone order to authorize the work.

4. Licensing, Authorization, and Selling Permissions

4.1. If the Contractor is the manufacturer of the medical grade bulk oxygen being supplied under this contract, it shall annually provide verification that it holds current licensing, permits, certifications or registrations required by the FDA and the states in which this contract is performed.

4.2. If the Contractor is not the manufacturer of the medical grade oxygen being supplied under this contract, the Contractor shall annually provide verification that the manufacturer from which it obtains the medical grade bulk oxygen provided to VA under this contract holds current licensing, permits, certifications or registrations required by the FDA and the states in which this contract is performed. In addition, the Contractor shall provide annual updates to any agreements it has with the medical-grade oxygen manufacturer affirmatively demonstrating that the Contractor has authorization by the manufacturer to resell the oxygen the Contractor is providing under this contract. In the event of a change in manufacturer, the Contractor shall provide advance notice to the VA prior to the change taking place and shall provide copies of the new medical-grade oxygen manufacturer’s current licenses, permits, certifications or registrations required by the FDA and the states in which this contract is performed. The Contractor shall also provide a copy of its agreement with the new manufacturer demonstrating that the Contractor has authorization by the manufacturer to resell the oxygen the Contractor intends to provide under this contract.

4.3. Throughout the term of this contract, Contractor shall maintain all federal, state, and local licenses applicable to the Contractor as well as any required FDA certifications.

5. Liability Insurance Requirements

5.1. The contractor shall maintain liability insurance in the amount of $1 million per occurrence and shall provide an annual Certificate of Liability to the VA.

6. Ordering

6.1. The medical grade bulk liquid oxygen is ordered through telemetry systems based on automatic monitoring of the bulk liquid oxygen tank system’s established fill point, orders with the contractor are considered to be placed when the telemetry system alerts the contractor that the fill point has been reached. VA facilities may accept the standard fill point established by the Contractor. However, VA Safety and/or Engineering personnel reserve the right to establish different fill point settings for the bulk liquid oxygen tank systems. Any amended fill point settings will be communicated to the Contractor by each facility’s POC.

6.2. In the event telemetry is not used to signal the contractor to initiate a delivery request, orders shall be placed with the Contractor only by the POC through fax or e-mail at the address/fax number and contact listed below:

FAX Number:

Email Address: Jacob.sampson@va.gov Department: Supply Chain Name of Contact Person: Jacob Sampson Address: 1901 S. Veterans Memorial Dr. Temple, Tx 76504

6.3. The POC will be authorized to place orders against this contract. The Contracting Officer (CO) will furnish the Contractor with the names of POCs upon issuing the contract. When a POC is added after award, the CO will furnish the Contractor with the names of individuals as POCs. POCs are responsible for issuing and administering orders placed under this contract. POCs have no authority to modify any term of this basic contract. Any deviation from the terms of the basic contract must be approved in writing by the CO responsible for this contract. The Contractor shall accept orders against this contract only from the CO and/or authorized POC. Fulfilling orders from persons other than the CO or POC may result in loss or delay in payment for supplies/services provided under such orders.

7. Delivery of Medical Liquid Bulk Oxygen

7.1. The Contractor shall deliver medical-grade liquid oxygen to the Central Texas VA Medical Center: Delivery Locations. 1901 S. Veterans Memorial Dr. Temple Tx 76504.

Tanks are on Bldg. 163 Off Veterans Drive and Bldg. 204 call operator to unlock tank, 254-413-2957

7.2. If for any reason the Contractor is unable to deliver at the agreed upon day or time, the Contractor shall provide 24-hour notice to the POC and must initiate an alternate backup action. In accordance with VHA Patient Safety Alert dated April 5, 2004, all deliveries must be monitored by a qualified and trained technical representative that shall be designated by each facility. Contractor shall be provided with names and contact information of primary and backup facility representatives. This applies to all deliveries regardless of time or day of execution.

7.3. Tank systems(s) shall be filled to maximum functional capacity each time the tank is refilled.

7.4. At the time of each delivery, the Contractor shall provide to the VA a legible signed and dated document and/or electronic delivery slip that identifies the tank level prior to the fill, after the fill, and the quantity delivered at the time of delivery. This document must be countersigned by the facility representative supervising the delivery. Delivery audits shall be performed by the facility and matched for accuracy. The driver shall convert gallons to ft³ (CF) and CCF quantity and shall list these numbers on the delivery slip to be consistent with the detail on the invoice so to provide accuracy for invoice certification.

7.5 Emergency delivery shall be provided within 24 hours after receipt of Government notification. Contractor shall respond to the facility POC by either telephone or email within one hour to confirm receipt of emergency notification. Emergency status is determined by the Government when conditions warrant, such as a main bulk tank system damaged by the VA or a system imminent alarm condition, or a system leak that requires a refill in 24 hours. Failure of the Contractor to remain current with the agreed delivery schedule and requirements does not constitute an "emergency" for purposes of charging an emergency fee.

7.6 Once validated, the facility shall post the facility and Contractor contact names and numbers on the oxygen tank system and at each monitoring point at the facility so that 24/7 supplier staff coverage is assured.

7.7 The Contractor shall not be required to make non-emergency deliveries on federally observed holidays. When the normal delivery day falls on a federal holiday, the Contractor shall deliver on the workday preceding that holiday. The following holidays are observed by the Federal Government (as well as any other day that is declared a national Holiday per an Executive Order issued by the President):

New Year's Day Martin Luther King's Birthday (3rd Monday in January) Presidents Day (3rd Monday in February) Memorial Day (last Monday in May) Independence Day (July 4th) Labor Day (1st Monday in September) Juneteenth (June 19) Columbus Day (2nd Monday in October) Veterans Day (November 11th) Thanksgiving Day Christmas Day

7.8 Note: If the holiday falls on a Saturday, it is officially observed on the Friday before the holiday. If the holiday falls on a Sunday, it is officially observed on the Monday following the holiday.

8. Quality Assurance Specifications and Requirements

8.1. All oxygen shall be manufactured, processed, packed, transported, and stored according to FDA's Current Good Manufacturing Practices (CGMP) regulations, and all labeling shall comply with FDA's labeling regulations (21 CFR Part 201).

8.2. All liquid bulk oxygen delivered under the contract shall be medical-grade and shall meet or exceed the standards cited in the current edition of the United States Pharmacopoeia/National Formulary (USP).

8.3. A valid certificate of analysis shall be provided with each delivery of liquid oxygen. The certificate shall include, at a minimum:

· Supplier's name and complete address

· Name of the Product (i.e., Oxygen USP.)

· An Air Liquefaction Statement

· Lot number or other unique identification numbers

· Actual analytical results for full USP monograph testing is an FDA regulation under 21 CRF 211 Subpart E. (A statement that only states that the product meets the minimum purity of 99.5%, etc. is not acceptable.)

· Test method used to perform the analysis must be based on approved methods from current good manufacturing practice for medical gases guidance. (A statement such as "Meets USP specifications" shall not be acceptable, nor shall "Tested via Servomex" be acceptable since the specific model number is not provided.)

· Signature of authorized supplier representative and date.

Material Safety Data Sheets shall be provided to each facility COR upon request.

A copy of all inspection reports and training certificates shall be provided to each facility COR upon completing any Contractor-furnished or GO bulk oxygen system inspections that are required and at a minimum done annually and consistent with NFPA 55 and NFPA 99 code requirements.

8.4. All Contractor-furnished bulk tank systems shall be maintained or repaired in accordance with NFPA 55 Code requirements (Current Edition) and FDA's Current Good Manufacturing Practices (CGMP) Regulations.

9. Applicable Regulations & Standards

9.1. The following is a list of some of the regulations and standards that are applicable to this contract. The list is not comprehensive, and the Contractor is responsible for ensuring that all products, bulk tank systems, and services provided under the contract are in compliance with applicable Federal, state, and local regulations. If applicable, the editions in effect as of the date of this solicitation are listed. Contractor is responsible for remaining compliant with any future revisions that are effective at the time of contract performance.

Title 21, Code of Federal Regulations, Parts 210 & 211 - CGMP regulations for supplying medical grade oxygen.

29 CFR 1910.104 Applies to the installation of bulk oxygen systems on industrial and institutional consumer premises.

49 CFR – Transportation

Federal Food, Drug, and Cosmetic Act

NFPA 55: Compressed Gases and Cryogenic Fluids Code

NFPA 99: Health Care Facilities Code

USP 23

ANSI/CGA M-1 2018 Standard for Medical Gas Supply Systems at Health Care Facilities

9.2. Density data and volume measurement equivalents published in Compressed Gas Association Pamphlet No. P-6, titled "Standard Density Data, Atmospheric Gases, and Hydrogen," shall be used when necessary to convert the measurement of gases from one form to another. For example, the following conversion factor shall apply for conversion from gallons to cubic feet to 100 cubic feet.

Calculation based on data in CGA P-6

1 ft³ liquid O2 = 860.6 ft³ gas (Table 1) 1 ft³ liquid O2 = 7.48052 gal (Table 2)

Therefore EXAMPLE:

995-gal (1 ft³) liquid O2 multiplied by the conversion factor of 1115.1 ft³ gas

Total: 114,524.5 ft³ gas divide by 100, and that is what is to be billed.

Gal liquid O2 = 115.05 ft³ gas or more commonly quoted as 1 gal liquid O2 = 115.1 ft³ gas multiplied by 100 to get the CCF.

10. Conduct of Personnel:

10.1. Contractor/Sub-Contractor employees shall conduct themselves in a professional and/or a socially acceptable manner. Loudness, vulgarity, rudeness, or other similar offensive conduct by an employee of the Contractor/Sub-Contractor shall be grounds for denying the employee further access to the VA premises.

10.2. The Contractor/Sub-Contractor employee(s) shall always wear visible identification on uniform shirt and badge while on the premises. The delivery truck must be clearly and appropriately labeled with Contractor/Sub-Contractor signage when on VA medical facility, Warehouse, and CBOCs.

11. Emergency Supply Support

The contractor shall, upon contract award, provide a written action plan and protocols in place that shall ensure compliance with the VA’s requirements under the contract in the event of a declared National or State Emergency which affects the Contractor’s ability to perform. The contractor shall provide annual updates to this plan over the life of the contract. In the event the plan is implemented the Contractor shall provide notification of implementation of the action plan and protocols within 48 hours of any declared National or State Emergency to the Contracting Officer and POC. In the event that a declared National or State Emergency has been declared at the time of award the Contractor shall submit the written action plan and protocols to the Contracting Officer and POC within 48 hours of award notification.

12. INVOICE AND PAYMENT

12.1. At the time of delivery, a legibly signed and dated proof of delivery (POD) document must be provided by the Contractor that identifies the tank system level prior to filling, the level after fill, and the quantity delivered in gallons, CFs and CCFs. The driver shall insure that the conversion between gallons, ft³ (CF), and CCF quantity is accurate so that these numbers listed on the delivery slip will be consistent with the details on the resulting invoice in order to facilitate invoice certification. The invoice that is submitted must match the delivery quantity on the POD document and must be invoiced in CFs.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

CLIIN 0001 BULK LIQUID FOR BULK TANK

Contract Period: Base POP Begin: 11-12-2023 POP End: 11-11-2024 PRINCIPAL NAICS CODE: 325120 - Industrial Gas Manufacturing PRODUCT/SERVICE CODE: 6835 - Medical Gases

CLIIN 2002 MEDICAL GRADE, ADD 20,000 UNITS FOR CLC TANK

CLIIN 3003 BULK LIQUID FOR BULK TANK LIQUID CONVERTER PER 100/CU FT.

Telemetry Monitoring for Temple, CLC and Waco 4004-4005-4006

OXYGEN BULK LIQUID FOR BULK TANK

Contract Period: Option 1 POP Begin: 11-12-2024 POP End: 09-11-2025

OXYGEN MEDICAL GRADE, ADD 2000 UNITS FOR CLC

POP End: 11-11-2025

OXYGEN BULK LIQUID FOR BULK TANK LIQUID

POP End: 11-11-2025

Telemetry Monitoring for Temple, CLC and Waco

POP End: 11-12-2025

OXYGEN BULK LIQUID FOR BULK TANK

Contract Period: Option 2 POP Begin: 11-12-2025 POP End: 11-11-2026

OXYGEN MEDICAL GRADE, ADD 2000 UNITS FOR CLC

OXYGEN BULK LIQUID FOR BULK TANK LIQUID CONVERTER

Telemetry Monitoring for Temple, CLC and Waco

OXYGEN BULK LIQUID FOR BULK TANK

Contract Period: Option 3 POP Begin: 11-12-2026 POP End: 11-11-2027

OXYGEN MEDICAL GRADE, ADD 2000 UNITS FOR CLC

OXYGEN BULK LIQUID FOR BULK TANK LIQUID CONVERTER

Telemetry Monitoring for Temple, CLC and Waco

OXYGEN BULK LIQUID FOR BULK TANK

Contract Period: Option 4 POP Begin: 11-12-2027 POP End: 11-11-2028

OXYGEN MEDICAL GRADE, ADD 2000 UNITS FOR CLC

OXYGEN BULK LIQUID FOR BULK TANK LIQUID CONVERTER

Telemetry Monitoring for Temple, CLC and Waco

B.4 DELIVERY SCHEDULE

Central Texas Health Care System 1901 Veterans Memorial Drive Temple, TX 76504

USA

(254) 743-2139 jacob.sampson@va.gov

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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. 4701 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 PRODUCTS AND COMMERCIAL SERVICES 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)

52.204-13 52.204-18

AUG 2020

52.232-40

PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS

MAR 2023

(End of Addendum to 52.212-4)

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 15 calendar days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 Calendar days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months or five (5) years.

(End of Clause)

C.5 52.217-7 OPTION FOR INCREASED QUANTITY—SEPARATELY PRICED LINE ITEM (MAR 1989) The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days. Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

(End of Clause)

C.6 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

(End of Clause)

C.7 VAAR 852.203-70 COMMERICAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of clause)

C.8 VAAR 852.211-72 TECHNICAL INDUSTRY STANDARDS (NOV 2018)

(a) The Contractor shall conform to the standards established by: Food and Drug Administration www.FDA.gov.

(b) The Contractor shall submit proof of conformance to the standard. This proof may be a label or seal affixed to the equipment or supplies, warranting that the item(s) have been tested in accordance with the standards and meet the contract requirement. Proof may also be furnished by the organization listed above certifying that the item(s) furnished have been tested in accordance with and conform to the specified standards.

(c) Offerors may obtain the standards cited in this provision by submitting a request, including the solicitation number, title and number of the publication to: Food and Drug Administration

(d) The offeror shall contact the Contracting Officer if response is not received within two weeks of the request.

(End of Clause)

C.9 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR VERIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled Veteran-owned small business concern or SDVOSB”:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.101, Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled Veterans (or eligible surviving spouses) or, in the case of a service-disabled Veteran with permanent and severe disability, the spouse or permanent caregiver of such Veteran.

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document.

(iv) The business has been certified for ownership and control pursuant to 38 U.S.C. 8127, 13 CFR 128, and is listed as certified in the SBA certification database at https://veterans.certify.sba.gov/; and

(v) The business agrees to comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size, government contracting, and the Veteran Small Business Certification Program at 13 CFR parts 121, 125, and 128.

(2) The term “Service-disabled Veteran” means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(3) The term “small business concern” has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term “small business concern owned and…