36C26120Q0283-003.docx

36C26120Q0283

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 ATTA

CHED

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. SIGNAT

URE 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

36C261-20-AP-1376

593-20-3-083-0010 36C26120Q0283 02-10-2020 Mandy Thompson 650-493-5000 x62211 02-21-2020 Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Palo Alto Health Care System (90/NCA) 3801 Miranda Ave Palo Alto CA 94304-1207 X 325412 1250 Employees N/A X

SEE SECTION B3 DELIVERY SCHEDULE

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Palo Alto Health Care System (90/NCA) 3801 Miranda Ave Palo Alto CA 94304-1207

Department of Veterans Affairs FMS-VA-2(101) Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page

** SEE SECTION B2 FOR SOLICITATION REQUIREMENTS **

Period of Performance:

Date of award plus sixty months See CONTINUATION Page X X

MANDY THOMPSON

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:

b. GOVERNMENT: Contracting Officer 36C261 MANDY THOMPSON Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Palo Alto Health Care System (90/NCA) 3801 Miranda Ave Palo Alto CA 94304-1207

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.

Department of Veterans Affairs FMS-VA-2(101) Financial Services Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

STATEMENT OF WORK (SOW)

January 28, 2020

1. INTRODUCTION

The Imaging Service at the VA Southern Nevada Healthcare System (VASNHS), 6900 North Pecos Road, North Las Vegas Nevada 89086 has a requirement for radiopharmaceuticals. The radiopharmaceuticals will be used for patients’ nuclear medicine studies and testing.

2. BACKGROUND

Radiopharmaceuticals are used as a diagnostic tool in the evaluation of organ function and certain disease processes. They are also used in the treatment of certain conditions including but not limited to Hyperthyroidism (Grave’s disease), Thyroid cancer, and palliation of bone pain due to metastatic prostate cancer.

3. SCOPE OF WORK

The contractor shall provide Non-High Enriched Uranium (non-HEU) Derived Medical Isotopes when it is commercially available. When non-HEU Derived Medical Isotopes are not available in the commercial marketplace, then High Enriched Uranium (HEU) is acceptable and may be substituted for the non-HEU Derived Medical Isotopes. HEU is uranium enriched to twenty (20) percent or greater in the isotope U-235. The contractor shall provide all software, licenses, labor, supervision, and transportation for all deliveries.

4. QUALIFICATIONS

4.1 The contractor must be licensed by the United States Nuclear Regulatory Commission (USNRC) and be regularly established in the business of providing radiopharmaceuticals. A current copy of the license shall be provided to the contracting officer (CO) within fifteen (15) days of the CO’s request for a copy of the license.

4.2 The contractor shall perform all quality control procedures as required by federal and state regulatory agencies and the Joint Commission.

4.3 The contractor shall meet all USNRC, US Department of Transportation (USDOT), US Food and Drug Administration (USFDA), Occupational Safety and Health Administration (OSHA), and federal and state laws, rules, and regulations.

4.4 The contractor shall have a current Radioactive Material License. A current copy of the license shall be provided to the CO within fifteen (15) days of the CO’s request for a copy of the license. A copy of all licenses and credentials will be given to the VA facility as required by the Nuclear Regulatory Commission (NRC).

5. SPECIFICATIONS

5.1 The contractor shall provide prepared single unit doses or multi dose vials at the discretion of the VA facility. Multi dose vials must be prepared and shipped in the manner described by Med Rad and in the lead and glass containers that are compatible with the Med Rad Intego Administration systems or similar administration system.

5.2 The contractor shall have an adequate supply of the items listed in the Price Cost Schedule of Supplies and Services to meet the requirements of the VA facility.

5.3 Non-HEU radioisotopes must be medical grade radioisotopes. Any HEU radioisotopes that are substituted in due to non-availability of non-HEU radioisotopes must be medical grade.

5.4 The contractor shall have an adequate supply of the items listed in the Price Cost Schedule of Supplies and Services available at its distribution points to fulfill the orders of the VA facility.

5.5 Radiopharmaceuticals shall be non-highly enriched uranium (non-HEU) whenever possible. Otherwise, HEU is acceptable.

5.6 The quantity of radioactivity of the radiopharmaceuticals will not deviate more than +/- 10 percent for therapeutic doses and +/- 20 percent for imaging doses at the time of calibration from the quantities specified.

5.7 The contractor shall perform all quality control (QC) procedures on each radiopharmaceutical in accordance with all applicable licensing authorities and regulating bodies. A copy of the results of all QC procedures conducted must be provided to the VA facility upon request.

5.8 In the event that a defect is suspected and/or detected by the COR or alternate COR, the contractor shall provide any consultation requested and deemed necessary by the VA facility to alleviate any suspicion and/or defect by doing the following:

5.8.1 Provide technical expertise in calibration.

5.8.2 Provide a professional examination of the radiopharmaceutical(s) and submit results and recommendations to the COR or alternate COR.

5.8.3 Products suspected of being deficient must be replaced expediently and delivered to the VA facility within ninety (90) minutes or within a timeframe agreed upon by the contractor and COR or alternate COR.

5.8.4 The contractor shall make QC records available to the VA facility upon written request from the COR or alternate COR.

5.8.5 The contractor must provide waste disposal of used radioactive dose syringes, vials, and other related items at no additional charge unless otherwise stipulated or prohibited by licensure or regulations.

5.8.6 The contractor shall provide technical support for the technical staff, physicians, and patient education.

5.8.7 Any dose(s) recalled for any reason shall be credited to the U.S. Government (Government) for the full amount.

5.8.8 Any dose deemed below standard by the VA facility shall be credited to the Government. This shall be determined by COR or alternate COR.

5.8.9 Substitutions or generic radiopharmaceuticals may only be used with the express permission of the VA facility.

5.9 The contactor shall perform all functions of this contract in compliance with Occupational Safety and Health Administration (OSHA), FDA, NRC, Joint Commission safety guidelines and Department of Transportation (DOT) requirements. The contractor shall self-report any violations to the COR within twenty-four (24) hours.

6. ORDERS, DELIVERIES, AND PACKING & MARKING

6.1 ORDERS

6.1.1 Emergency Orders

6.1.1.1 Emergency orders shall be delivered to the VASNHS Imaging Service, Nuclear Medicine, Building 1, Room 1D143, 1st Floor when delivered during normal business hours. Normal business hours are Monday through Friday, except Federal holidays, from 7 a.m. to 5:30 p.m. Pacific Standard Time (PST). Isotopes arriving outside of normal working hours, on weekends, or on holidays shall be delivered to the VASNHS Imaging Service, Nuclear Medicine, building 1, room 1D1433, 1st floor.

6.1.1.2 Emergency orders shall be delivered within ninety (90) minutes from the time the order is placed. Emergency orders may be placed at any time or on any day and the contractor shall be available to fulfill orders twenty-four (24) hours per day, seven (7) days per week, and three-hundred and sixty-five (365) days per year.

6.1.1.3 Doses must be delivered at least thirty (30) minutes prior to the dose calibration times.

6.1.2 Urgent Same Day Orders

6.1.2.1 Urgent same day orders shall be delivered to the VASNHS Imaging Service, Nuclear Medicine, Building 1, Room 1D143, 1st Floor.

6.1.2.2 Urgent same day orders shall be placed during normal business hours and delivered on the same day that the order is placed and shall be delivered within two (2) hours of the order. Normal business hours are Monday through Friday, except Federal holidays, from 7 a.m. to 5:30 p.m. PST.

6.1.2.3 Doses must be delivered at least thirty (30) minutes prior to the dose calibration times.

6.1.3 Routine Orders

6.1.3.1 Routine orders shall be delivered to the VASNHS Imaging Service, Nuclear Medicine, Building 1, Room 1D143, 1st Floor.

6.1.3.2 Orders will be placed each day for delivery on the next business day by 5:00 p.m. PST or five (5) business days in advance of the delivery date of order(s). Normal business hours are Monday through Friday, except Federal holidays, from 7 a.m. to 5:30 p.m. Pacific Standard Time (PST).

6.1.3.3 Doses must be delivered at least thirty (30) minutes prior to the dose calibration times.

6.1.3.4 The contractor shall provide routine deliveries and pick-ups as many times as ordered by the VA at no additional charge.

6.1.4 The CO, COR(s), alternate COR(s), or other authorized VA employee(s) are the only individuals authorized to place orders.

6.1.5 Orders shall be delivered by the applicable time stated in the SOW except as otherwise authorized by the CO, COR(s), alternate COR(s), or other authorized VA employee(s).

6.1.6 Orders may be placed via e-mail, electronic data interchange (EDI), FAX, telephone, in hardcopy format, or in any other manner consistent with accepted commercial business practices. Each individual order will describe the tasks, services, and/or deliverables required. The contractor shall have the ability to receive orders via email, telephone, and facsimile transmission, and shall provide the applicable email address and fax number below. The contractor shall also provide a telephone number and name/title as a point of contact for orders.

Name/Title

Email Address Phone Number Fax Number

6.2 DELIVERIES

6.2.1 Another source, other than the contractor, shall be utilized if the contractor is unable to fulfill an order and make the delivery. If this occurs, the contractor shall be responsible for paying the difference in price.

6.2.2 The contractor shall have sole responsibility for the proper care and handling of all products until delivery and acceptance has taken place at the designated room at the VA facility.

6.2.3 All shipments under the contract shall be accompanied by delivery tickets or sales slips that shall contain the following minimum information: name of supplier/contractor, contract number, date of purchase, purchase order number, itemized list of supplies or services furnished, quantity, unit price, extended price of each item, less applicable discounts, and the date of delivery or shipment.

6.2.4 Shipping documents must be readable by Nuclear Medicine Information System (NMIS) barcode readers.

6.2.5 If for any reason any deliverable cannot be delivered within the scheduled time frame, the contractor is required to notify the VA facility’s nuclear medicine department by phone or in writing as soon as is feasible.

6.2.6 The contractor shall meet all requirements of regulatory agencies for deliveries of radioactive isotopes between facilities and shall strictly adhere to these requirements. Deliveries not properly handled according to regulations will not be accepted at the VA facility.

6.3 PACKING & MARKING:

6.3.1 Items shall be bar-coded and compatible with existing network system called the Nuclear Medical Information System (NMIS).

6.3.2 [For PET] Bulk Fluorodeoxyglucose (FDG) in the approved Intego (Medrad) vial shielding system, doses shall be delivered as unit doses or intego (Medrad) vial system at the VA facility’s discretion.

6.3.3 Unit-dose items shall be pre-drawn into a syringe, calibrated, and delivered. The word "Dose" means the maximum size potency per unit price. However, an order or a portion of an order may be for an amount that is less than a full “dose.”

6.3.4 The contractor shall package, mark and transfer all radioactive material in accordance with all applicable local, state, and federal regulations.

6.3.5 Items must be adequately packaged to prevent damage during shipping, handling, and storage.

6.3.6 All outer packages must contain the complete order number, obligation number, contract number, and shipping address. The order number and obligation number will be provided by the individual at the time of ordering. The contract number will be provided upon notice of contract award.

6.3.7 Packaging List: A packing list/slip shall be enclosed with each shipment and have printed on it the complete order number, obligation number, contract number, items/quantity ordered, and items/quantity shipped.

7. RETURNS

The contractor shall provide a credit under the following conditions:

7.1 When product(s) is/are damaged in shipment,

7.2 When there are concealed shipping damages, and

7.3 When product(s) is/are recalled.

8. PERFORMANCE

8.1 In the event of a manufacturer or pharmacy recall or quality assurance failure, the Contractor shall notify the VASNHS Nuclear Medicine Services immediately.

8.2 A radio-pharmacist that is employed by the contractor must be available to:

8.2.1 Set up the quality assurance program on radiopharmaceutical preparations required by Food and Drug Administration (FDA), Nuclear Regulatory Commission (NRC), United States Pharmacopeia (USP), and the Joint Commission.

8.2.2 Act as a reference source concerning questions on regulation of radiopharmaceuticals.

8.2.3 Provide reference services for research drugs and radionuclides under research protocols.

8.2.4 Provide instruction (continuing education) to technologists on new changes in radiopharmaceutical products and availability.

9. RECALLED AND DEFECTIVE PRODUCTS

9.1 The contractor shall immediately notify the COR or alternate COR of any recalls of product or other important product safety issues. The contractor shall replace or reimburse recalled or defective products at no cost to the Government. The contractor shall not add the cost of overages to the invoice. The contractor may be liable for costs of processing recalls (e.g. administrative or clinical services to replace recalled/defective products).

9.2 The contractor shall provide Material Safety Data Sheets (MSDS) and updates as necessary on all delivered products to the medical center.

10. FEDERAL HOLIDAYS OBSERVED BY THE GOVERNMENT

The President of the United States of America may declare additional days as a Federal holiday, and if so, this holiday will automatically be added to the list above. When a holiday falls on a Sunday the following Monday shall be observed as a Federal holiday. If a holiday falls on & Saturday, the preceding Friday shall be observed as a Federal Holiday.

11. BADGES

11.1 All Contractor personnel are required to wear identification (I.D.) badges during the entire time they are at the VA facility. I.D. badges must include a name, picture, and name of contractor on it.

12. POST AWARD PERFORMANCE CONFERENCE

A post award conference shall be scheduled with the contractor if deemed necessary for orientation purposes.

13. SMOKING POLICY

Smoking, vaping, e-cigarettes, chew, and dip products are not permitted within or around VA facility grounds. VASNHS is a smoke free facility.

14. PARKING

It is important that the contractor’s delivery personnel take the most direct route to the drop off point reducing exposure risk to the public. Parking in patient or employee parking is allowed if it provides the most direct and safest route. This does not apply to handicap parking unless the driver is authorized handicap parking per the Department of Motor Vehicles. The VA facility will not provide reimbursement for or invalidate parking violations of the contractor’s delivery personnel outside of these circumstance(s).

End of Document

Price/Cost Schedule.

This is an Indefinite Delivery Indefinite Quantity (IDIQ) contract. Accordingly, all quantities in the price schedule are estimates and are not a guarantee. Funds are obligated via delivery orders issued against this IDIQ. Orders may be placed against this IDIQ during its 5-year period.

The guaranteed minimum award amount for this contract is $1,000. The maximum aggregate value of orders that can be placed under this contract is $5,000,000.00. The Government does not guarantee that it will place any orders under this contract in excess of the guaranteed minimum award amount.

This is not an option year contract. The period of performance for this IDIQ is Date of Award through five (5) years.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

In accordance with the attached price list: Year 1

In accordance with the attached price list: Year 2

In accordance with the attached price list: Year 3

In accordance with the attached price list: Year 4

In accordance with the attached price list: Year 5

B.3 DELIVERY SCHEDULE

6900 North Pecos Road Las Vegas, NV 89086

USA

6900 North Pecos Road Las Vegas, NV 89086

USA

6900 North Pecos Road Las Vegas, NV 89086

USA

6900 North Pecos Road Las Vegas, NV 89086

USA

6900 North Pecos Road Las Vegas, NV 89086

USA

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 52.216-18 ORDERING (OCT 1995)

(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 THE CONTRACT AWARD DATE through THE 60TH MONTH AFTER THE CONTRACT AWARD DATE.

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

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.3 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 THE PRICE OF THE LOWEST-PRICED CONTRACT LINE ITEM NUMBER, 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 $25,000.00;

(2) Any order for a combination of items in excess of $150,000.00; or

(3) A series of orders from the same ordering office within 1 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 1 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after THE 60TH MONTH FOLLOWING CONTRACT AWARD.

(End of Clause)

C.5 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government's best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

(End of Provision)

C.6 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 CALENDAR DAYS.

(End of Clause)

C.7 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond FISCAL YEAR 20. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond FISCAL YEAR 20, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.8 VAAR 852.203-70 COMMERCIAL 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.9 VAAR 852.211-72 TECHNICAL INDUSTRY STANDARDS (NOV 2018)

(a) The Contractor shall conform to the standards established by: SEE STATEMENT OF WORK SECTION 4 FOR ALL REQUIRED QUALIFICATIONS as to .

(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: SEE STATEMENT OF WORK SECTION 4 FOR ALL REQUIRED QUALIFICATIONS

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

(End of Provision) C.10 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract 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 compliance with the subcontracting commitments.

(End of Clause)

C.11 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

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

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of…