36C26026Q0819.docx

36C26026Q0690 This is a combined synopsis/solicitation for commercial products or commercial services prepared in accordance with Part 12. This announcement constitutes the Government’s only solicitation. Offers are being requested and a separate written solicitation will not be issued.

Solicitation number 36C26026Q0819 is issued as a Request for Quotation (RFQ) to provide Blood & Blood Products at the VA Spokane, WA Healthcare System.

This acquisition is not set aside for small business concerns. This solicitation incorporates provisions and clauses by reference. The full text of provisions and clauses may be accessed electronically at www.acquisition.gov.

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

See 31c

07-08-2026 Andrew O'Neal 360-852-9861 07-15-2026 16:00

PDT

36C260 Network Contracting Office 20

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

X

621991 $40 Million

Net 30 Days

N/A

36C668 Department of Veterans Affairs Mann-Grandstaff Medical Center 4815 N Assembly Street

Spokane WA 99205 36C260 Network Contracting Office 20

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

Dept of Veterans Affairs

FMS-VA-2(101)

Financial Services Center

PO BOX 149971

Austin TX 78714-9971

Contractor shall provide Blood & Blood Products to the VA Spokane WA Medical Center in accordance with Terms and

Conditions of the Performance Work Statement (PWS).

The Government intends to fund a single award Indefinite Delivery Indefinite Quantity (IDIQ) five-year contract.

Individual bulk funded Task Orders will be issued as needed by the NCO 20 Contracting Office.

Period of Performance (POP): 08/01/2026 - 07/31/2031

Vendor inquiries about solicitation 36C26026Q0819 shall be submitted in writing to Contract Specialist Andrew O'Neal at Andrew.O'Neal@va.gov no later than 16:00 PST on 07/15/2026.

Ordering Minimum: $3,600.00. Ordering Maximum: $500,000.00.

Questions and offers are to be submitted by electronic mail only. Telephone calls will not be accepted.

(One)1

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: Contract Administration will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C260 Network Contracting Office 20

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

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:

B.2 Statement of Work (SOW) Contractor to provide healthcare resources as stated herein and in accordance with Public Law 104.262 and 38 U.S.C. 8153. Contractor shall provide the following blood and blood components in support of the Mann Grandstaff Veterans Affairs Medical Center (MGVAMC) in Spokane WA.

1. Blood shall be typed for ABO and Rh antigens and tested for infection disease markers in accordance with methods recommended in the current edition of Standards for Blood Banks and Transfusion Services and Technical Manual published by the American Association of Blood Banks (AABB) and the food and drug administration guidelines.

1. Contractor shall be currently registered and/or licensed with the Food and Drug Administration (FDA), Department of Health and Human Services pursuant to Section 510 of the Federal Food, Drug and Cosmetic Act, as amended, 21 USC Section 260 and certified by the American Association of Blood Banks.

1. Contractor shall submit proof that he holds an unrevoked U.S. License which is issued by the Director, Bureau of Biologics, FDA under section 351 of the Public Health Service Act, as amended, 42 USC Section 262, as a source of supply for whole blood.

1. All products, if interstate shipment of blood or blood component is involved, must submit a statement that such approval has been authorized under section 251 of the Public Health Service Act, as amended, 42 USC Section 262. All products delivered shall be FDA licensed; product undergoing licensure shall have a licensed number crossed off until licenses are approved.

1. The Contractor certifies that they shall comply with the requirements outlined below with respect to donors, containers, delivery, etc.

1. The Contractor shall only provide MGVAMC with 100% "volunteer donor" blood in accordance with FDA rules and regulations effective May 15, 1978 or later revision. Definition of a "volunteer donor" is: "A volunteer donor is a person who does not receive monetary payment for blood donation. Benefits, such as monetary time off from work, membership in blood assurance programs and cancellation on non-replacement fees that are not readily convertible to cash, do not constitute monetary payment."

1. Donor Requirements:

1. Donor selection must be in accordance with criteria established by the FDA and the AABB.

1. Blood Products:

1. Whole blood, red blood cells and components shall be supplied in standard FDA licensed collection containers.

1. All blood and blood components shall be prepared, stored, and transported in compliance with current American Association of Blood Bank standards, and Federal Drug Administration regulations, including appropriate labeling for directed and autologous donations and irradiated products. As an additional patient information safety precaution, MGVAMC requires that all sample vials and units of blood shall be transported in a locked, non see-through bag and/or cooler. This requirement shall apply to all Contractors employees, MGVAMC employees and courier services used to transport blood. Containers and locks will be provided by MGVAMC.

1. Emergency requirements are to be delivered within two (2) hours, and the Contractor shall be responsible for the cost of delivery. Both parties agree that in the event there is an issue with antibodies and/or compatibility of the blood type requested, the delivery time may be longer than two (2) hours. The Contractor shall notify MGVAMC immediately in the event the requirement will not be delivered within two (2) hours. It is the responsibility of the Contractor to arrange for pickup of specimens and delivery of blood products in an emergency.

1. Autologous blood shall be tested as required by applicable laws, regulations, and standards, before being sent out by Contractor.

1. Government Invoicing Instruction: Invoicing shall be in accordance with the requirements of The Department of Veterans Affairs (VA) Financial Services Center (VAFSC). The latest information shall be used for invoicing and payments and may change during the Period of Performance of this acquisition. Invoice requirements are currently as follows: Invoice Number, Invoice Date, Purchase Order Number, Unit Price, Quantity and Unit of Measure, Total Invoice Price, Ship-To Location Name and/or code, Receipt of Goods/ Services, Invoice Payment Terms.

Current Invoicing information is located at http://www.fsc.va.gov/einvoice.asp. It states:

FSC Mandatory Electronic Invoice Submission: VA published a final rule in the Federal Register on November 27, 2012 to require contractors to submit payment requests in electronic form in order to enhance customer service, departmental productivity, and adoption of innovative information technology, including the appropriate use of commercial best practices. The rule is effective December 27, 2012.

Vendor Electronic Invoice Submission Methods Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

System that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI).

The X12 EDI Web site (http://www.x12.org).

Vendor e-Invoice Set-Up Information:

Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have questions about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

•Tungsten e-Invoice Setup Information: 1-877-489-6135 •Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com •FSC e-Invoice Contact Information: 1-877-353-9791 •FSC e-invoice email: vafsccshd@va.gov

1. Quality Control Reports Contractor is required to implement and report metrics which will review and monitor the quality and timeliness of the services provided under contract. Contractor shall submit a report quarterly to the Contracting Officer's Representative (COR) for review regarding the control monitors. These reports are due: April 10 (for Jan/Feb/Mar), July 10 (Apr/May/Jun), October 10 (Jul/Aug/Sep), and January 10 (Oct/Nov/Dec).

1. The Contractor's non-confidential records pertaining to potency, safety, compatibility testing and quality of units transfused to MGVAMC patients will be reasonably available to MGVAMC upon written request, with the exception of any confidential or proprietary records, including but not limited to the records containing personally identifiable information regarding donors.

1. The Contractor, throughout the life of this contract, shall meet or exceed the standards of FDA and AABB concerning the recall of blood products and shall participate in look back procedures initiated by MGVAMC, so as not to impede the ability of the Medical Center to identify if a patient has contracted a transfusion associated disease as a result of a transfusion.

1. The Contractor, in collaboration with MGVAMC, shall perform pre-transfusion testing for MGVAMC, antibody identification, adverse effects of transfusion investigations, and immunity problem investigations.

Testing items listed represent the most commonly ordered items and is not exhaustive:

Fresh Frozen Plasma/FP24 Cryoprecipitate AHF Cryoprecipitate AHF Pooled Leukoreduced Red Blood Cells Leukoreduced Red Blood Cells, Irradiated Apheresis Platelets Leukocyte Reduced Convalescent Plasma Item services listed represent the most commonly ordered services and is not exhaustive:

Autologous Donation CMV Screen STAT blood product Delivery ABO Grouping Rh(D) Typing Antigen Typing, Patient (per antigen) Direct Antiglobulin Test Antibody Screen Antibody Identification Panel Adsorption Elution Crossmatch: Immediate Spin (IS) Crossmatch: (AHG) Electronic Crossmatch Transfusion Reaction Investigation Antigen Typing, Donor - confirmed STAT Request ASAP Request

1. Contractor represents and warrants that it shall comply with Food and Drug Administration (FDA) guidelines and the American Associate of Blood Banks (AABB) testing and certification requirements in connection with testing and manufacturing of blood products. However, with respect to blood products and testing services, MGVAMC and the Contractor understand that no laboratory tests or other procedures are presently available that can ensure that blood or blood components are free from all agents that may cause disease or illness, including but not limited to the presence of bacteria, viruses, retroviruses, and parasites. Accordingly, MGVAMC does not require Contractor to make any representation or warranty with respect to the blood products and services provided under this agreement beyond what is required by FDA and AABB.

1. MGVAMC will work with the Contractor in balancing the available blood supply with the healthcare community’s needs. MGVAMC agrees to temporarily adjust stock inventory when deemed necessary by Contractor, government health officials, and/or the FDA during blood product shortages, disaster, or to meet urgent needs in another party of the healthcare community. When medically appropriate, MGVAMC agrees to first use shorter dated blood and blood components, and release in a timely manner untransfused, crossmatched blood and blood components for other patient use upon request by Contractor. In the event of a critical supply shortage, emergency, or disaster, MGVAMC will limit the use of blood or blood components to emergency situations. This may result in a reduction in MGVAMC’s stock inventory level for the duration of the shortage, emergency, or disaster.

1. Except in emergency situations, blood or blood components provided to MGVAMC may not be sold, assigned, exchanged, or transferred to another facility without the prior written authorization of Contractor. MGVAMC will notify Contractor in writing within 24 hours in the event of an emergency that required a transfer without prior authorization and will retain records to track the disposition of the transferred blood or blood component.

1. During the term of this contract, the Food and Drug Administration, American Association of Blood Banks, or state law may introduce and require new laboratory testing services or processes relating to the collection and provision of blood and blood components provided to MGVAMC. These new testing services are intended to improve the safety or quality of blood and blood components during the testing services. In the event new blood products or testing services are required, a modification to the contract may be required prior to beginning any of the new testing services or processes.

1. Credits accrued and used each month will be reported to the COR, upon request.

1. MGVAMC will not be required to provide confidential patient information unrelated to patient care unless it relates to the transfusion. All confidential patient information must be requested through the "Release of Information" office.

1. To the extent not inconsistent with the VA’s obligations under the Freedom of Information Act, confidential information exchanged by Contractor and the VA pursuant to this contract, including but not limited to the terms of this contract, will be maintained as confidential, and each party agrees not to use or disclose any such confidential information except as necessary to perform its obligations under this contract.

1. The Contractor shall maintain FDA licensure and AABB or CAP accreditation during the life of this contract. If at any time the Contractor fails to maintain FDA licensure and/or AABB or CAP accreditation, Government reserves right to terminate contract for cause.

1. MGVAMC recognizes there are a limited number of resources of blood/components in the region and will attempt to reduce outdating, the oldest blood components are to be used first when clinically feasible. MGVAMC shall return blood to Contractor within 4 days after compatibility tests and return of other products within 7 days to allow for the most efficient use of blood products.

1. MGVAMC shall return Red Blood Cells that were crossed matched by Contractor as soon as possible, after the blood is no longer needed by the intended recipient.

1. MGVAMC will, upon request, provide NBC with an inventory of blood on hand.

1. MGVAMC agrees to conform to FDA and Joint Commission requirements regarding reporting, handling, storage, and shipping of blood components. MGVAMC is Joint Commission accredited.

1. MGVAMC agrees to appoint a committee, attended by Contractor Medical Director, when invited, which has the following responsibilities:

1. Review the transfusion of blood, blood components and derivatives at the MGVAMC as required by the Joint Commission on Accreditation of Hospitals.

1. Make recommendations to medical staff about proper usage of blood products.

1. Ensure adequate transfusion records and transfusion associated reactions are kept.

1. MGVAMC understands that no credit will be given for the following, unless transfer or return is preauthorized or requested by Contractor.

1. Deglycerolized Red Cells

1. Washed Red Cells

1. Autologous Blood Products

1. Pediatric Units

1. Additive — removed Red Cells

1. Leukocytes

1. Fresh Frozen plasma/cryoprecipitate may be returned for credit if they have remained frozen, stored, and transported appropriately and returned to Contractor at least 30-days before the expiration date.

1. Special processing fees such as for irradiation of blood products.

1. If not prior established, 2-D barcode software required for Oracle Health/Cerner operation, at a total cost of $4000, will be charged one time to the MGVAMC.

1. GOVERNING LAW: This contract shall be governed, construed, and enforced in accordance with Federal Law.

1. ORDER PLACEMENT: delivery orders shall be issued orally and/or by facsimile.

1. MARKETING: Contractor shall not advertise or use any marketing material, logos, trade names, service marks, or other material belonging to the VA without the VA's consent.

1. ORDER OF PRECEDENCE: The terms, conditions, and attachments referenced herein, including any formal written modifications thereto, constitute the complete agreement between the parties and take precedence over any other language, oral or written.

1. SYSTEM FOR AWARD MANAGEMENT (SAM):

Prior to award, the Contractor must be registered in the SAM data base. The Contractor may obtain information on registration and annual confirmation requirements via the Internet at System for Award Management (sam.gov) or by calling 866-606-8220.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Fresh Frozen Plasma/FP24 Contract Period: Base POP Begin: 08-01-2026 POP End: 07-31-2027 PRINCIPAL NAICS CODE: 621991 - Blood and Organ Banks PRODUCT/SERVICE CODE: Q515 - Medical - Pathology

Cryoprecipitate AHF

Cryoprecipitate AHF Pooled

Leukoreduced Red Blood Cells

Leukoreduced Red Blood Cells, Irradiated

Apheresis Platelets Leukocyte Reduced

Convalescent Plasma

Autologous Donation

CMV Screen

STAT blood product Delivery

ABO Grouping

Rh(D) Typing

Antigen Typing, Patient (per antigen)

Direct Antiglobulin Test

Antibody Screen

Antibody Identification Panel

Adsorption

Elution

Crossmatch: Immediate Spin (IS)

Crossmatch: (AHG)

Electronic Crossmatch

Transfusion Reaction Investigation

Antigen Typing, Donor - confirmed

STAT Request

ASAP Request

Fresh Frozen Plasma/FP24 Contract Period: Option 1 POP Begin: 08-01-2027 POP End: 07-31-2028

Cryoprecipitate AHF

Cryoprecipitate AHF Pooled

Leukoreduced Red Blood Cells

Leukoreduced Red Blood Cells, Irradiated

Apheresis Platelets Leukocyte Reduced

Convalescent Plasma

Autologous Donation

CMV Screen

STAT blood product Delivery

ABO Grouping

Rh(D) Typing

Antigen Typing, Patient (per antigen)

Direct Antiglobulin Test

Antibody Screen

Antibody Identification Panel

Adsorption

Elution

Crossmatch: Immediate Spin (IS)

Crossmatch: (AHG)

Electronic Crossmatch

Transfusion Reaction Investigation

Antigen Typing, Donor - confirmed

STAT Request

ASAP Request

Fresh Frozen Plasma/FP24 Contract Period: Option 2 POP Begin: 08-01-2028 POP End: 07-31-2029

Cryoprecipitate AHF

Cryoprecipitate AHF Pooled

Leukoreduced Red Blood Cells

Leukoreduced Red Blood Cells, Irradiated

Apheresis Platelets Leukocyte Reduced

Convalescent Plasma

Autologous Donation

CMV Screen

STAT blood product Delivery

ABO Grouping

Rh(D) Typing

Antigen Typing, Patient (per antigen)

Direct Antiglobulin Test

Antibody Screen

Antibody Identification Panel

Adsorption

Elution

Crossmatch: Immediate Spin (IS)

Crossmatch: (AHG)

Electronic Crossmatch

Transfusion Reaction Investigation

Antigen Typing, Donor - confirmed

STAT Request

ASAP Request

Fresh Frozen Plasma/FP24 Contract Period: Option 3 POP Begin: 08-01-2029 POP End: 07-31-2030

Cryoprecipitate AHF

Cryoprecipitate AHF Pooled

Leukoreduced Red Blood Cells

Leukoreduced Red Blood Cells, Irradiated

Apheresis Platelets Leukocyte Reduced

Convalescent Plasma

Autologous Donation

CMV Screen

STAT blood product Delivery

ABO Grouping

Rh(D) Typing

Antigen Typing, Patient (per antigen)

Direct Antiglobulin Test

Antibody Screen

Antibody Identification Panel

Adsorption

Elution

Crossmatch: Immediate Spin (IS)

Crossmatch: (AHG)

Electronic Crossmatch

Transfusion Reaction Investigation

Antigen Typing, Donor - confirmed

STAT Request

ASAP Request

Fresh Frozen Plasma/FP24 Contract Period: Option 4 POP Begin: 08-01-2030 POP End: 07-31-2031

Cryoprecipitate AHF

Cryoprecipitate AHF Pooled

Leukoreduced Red Blood Cells

Leukoreduced Red Blood Cells, Irradiated

Apheresis Platelets Leukocyte Reduced

Convalescent Plasma

Autologous Donation

CMV Screen

STAT blood product Delivery

ABO Grouping

Rh(D) Typing

Antigen Typing, Patient (per antigen)

Direct Antiglobulin Test

Antibody Screen

Antibody Identification Panel

Adsorption

Elution

Crossmatch: Immediate Spin (IS)

Crossmatch: (AHG)

Electronic Crossmatch

Transfusion Reaction Investigation

Antigen Typing, Donor - confirmed

STAT Request

ASAP Request

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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 persons 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; 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) 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, including any clause requiring Government to indemnify Contractor or any person or entity for damages, costs, fees, or any other loss or liability that creates 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. Contractor’s representations and certifications, including those completed electronically via System for Award Management, are incorporated by reference.

(End of Clause)

NOV 2023

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 same force & effect as full text. Upon request, Contracting Officer will make full text available.

(End of Addendum to 52.212-4)

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):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

APR 2025

C.3 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 08/01/2026 through 07/31/2031.

(b) All delivery orders or task orders are subject to terms & conditions of this contract. In event of conflict between a delivery order or task order & this contract, contract shall take precedence.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $3,600.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $500,000.00;

(2) Any order for a combination of items in excess of $500,000.00; or

(3) A series…