36C26120Q1101.docx

36C26120Q1101

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

654-21-1-105-0005 36C26120Q1101 11-23-2020 Deborah Sosa 916-923-4564 11-27-2020

8AM

PST

612MCP

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Northern California HealthCare System 5342 Dudley Blvd, Bldg 209 McClellan

CA

95652-2609 X 621991 $35 Million N/A X VA Sierra Nevada Health Care System 975 Kirman Ave Reno, NV 89502

612MCP

Department of Veterans Affairs VA Northern California HealthCare System 3230 Peacekeeper Way, Bldg. 209 McClellan

CA

95652-1012

Department of Veterans Affairs FMS VA-9(101) Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page This is a request for quote for blood and blood products, see Section B for Statement of Work, Description and dellivery. No partial quotes will be accepted or considered See CONTINUATION Page X Deborah Sosa Contracting Officer SECTION B – INDEFINITE DELIVERY, INDEFINITE QUANTITY (IDIQ) CONTRACT ADMINISTRATION DATA AND STATEMENT OF WORK

B.1 IDIQ CONTRACT ADMINISTRATION:

1. All IDIQ administration matters will be handled by the following individuals:

0. CONTRACTOR:

0. GOVERNMENT: Contracting Officer (CO): Deborah Sosa Department of Veterans Affairs Network Contracting Office (NCO) 21 McClellan, CA 95652 deborah.sosa@va.gov

1. OFFEROR REMITTANCE ADDRESS: See Section B.2.11 for details.

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

B.2 DESCRIPTION OF CONTRACT

1. SCOPE OF WORK: The contract will be an indefinite delivery, indefinite quantity (IDIQ) with a term of up to five years. All Delivery Orders will be placed against the IDIQ contract on an as-needed basis with an initial order amount of no less than $25,000.00 and no order to exceed $,300,000. The quantity and size of the items needed over the life of the contract are listed below and could vary in each delivery order.

1. INTENT: In the spirit of the Federal Acquisition Streamlining Act and pursuant to Federal Acquisition Regulation (FAR) Part 12 – Acquisition of Commercial Items and FAR Part 8 – Required Sources of Supplies and Services, it is the intent of the Department of Veterans Affairs (VA), Veterans Integrated Service Network (VISN) 21, VA Sierra Nevada Healthcare System (VASNHCS) to establish a Single Award contract for Blood and Blood Products as described within this solicitation. The Contractor shall provide all the necessary supplies to perform for VASNHCS as outlined within this solicitation.

1. TERMS OF AGREEMENT: This contract shall be for a five (5) year term, In Accordance With (IAW) FAR Part 13.303-3. This contract will be reviewed at least annually to ensure the terms are met, to assess current market conditions and to determine price reasonableness IAW FAR Part 13.303-6. Additional discounts maybe requested by NCO 21 at any time. If the Contractor fails to perform in a manner satisfactory to the Contracting Officer, this contract may be canceled with a thirty (30) days written notice to the Contractor by the Contracting Officer. The contract shall not exceed sixty (60) months from the effective date.

1. PRICES: This requirement contract is a pricing agreement and does not obligate any funds. Pricing shall be established based on the estimated quantities listed in this solicitation.

1. DELIVERY ORDERS: The Government is obligated only to the extent of authorized any Delivery Orders (DO) issued under the contract by authorized individuals. DOs shall be identified by the contract Number, To Be Determined (TBD) and DO Number (TBD). DOs may include options, if it is determined that options would be in the best interest of the Government. Any DO issue during the effective term of this contract shall be completed by the Contractor within the time specified in the DO, including any option periods. The Contractor shall accept the price, terms and conditions of an issued DO as long as they do not conflict with the terms set forth in the contract.

NOTICE TO CONTRACTORS: The awarded Contractor is advised that only the Contracting Officer, acting within the scope of the contract has the authority to make changes which affect the contract in terms of quality, quantity, price or delivery, unless otherwise specified within this solicitation. In the event the Contractor initiates any such change at the direction of any person other than the Contractor Officer, the change shall be considered to have been made without authority and no adjustment shall be made in the contract price to cover any increase of costs incurred as a result thereof.

1. ORDERING METHOD: Designated primary facility Points of Contact (POCs) shall place orders against valid DOs signed by the Contracting Officer. POCs may coordinate delivery quantities and schedule via Electronic Data Interchange (EDI), telephone, facsimile, email or other written communication, identifying the products by number, quantity, purchase price, address for delivery, and any special instructions.

1. PARTICIPATING FACILITIES: This IDIQ covers VA Sierra Nevada Healthcare System (VA Reno).

1. CONTRACT PROGRAM MANAGER: The Contractor shall provide a primary Program Manager who shall be responsible for the performance of the work under the contract. In addition, the Program Manager shall act as the main focal point of communication between the Contracting Officer and the Contractor. The name of this person shall be designated in writing to the Contracting Officer. The Program Manager shall have full authority to act on behalf of the Contractor on all contractual matters relating to daily operation of the contract.

1. ORDERING CONTACTS: The Contractor shall list in the spaces below the name(s) and address(es) of customer service departments with whom the Government facilities shall place orders. Additional tables may be inserted, if needed.

1. DELIVERY: The Contractor shall deliver all supplies and services identified in the schedule to the locations identified in each delivery order. The delivery location is subject to change as required by the designated authority or authorized personnel at the receiving facility. The primary facility POC shall be required to notify the Contractor when delivery locations have been changed.

All deliveries shall be accompanied by a delivery ticket or sales slip which shall contain: Contractor name, contract number, DO number, VISTA obligation number, date of order, date of delivery, itemized list of products furnished, including product description and quantity shipped.

All deliveries shall be made during normal working hours from 8:00 a.m. to 4:00 p.m., unless specified otherwise. Standard orders shall be delivered within no more than 3-5 working days after receipt or placement of order.

No product substitutions shall be made by Contractor without prior approval of the treating facilities primary POC. However, if substitution would further obligate the Government, the Contractor shall have approval of a warranted Contracting Officer.

1. PACKAGING: All supplies shall be adequately packaged to prevent damage during shipping, handling and storage. Bags or packages shall be whole, intact, and not otherwise torn or damaged. Upon delivery, the Government shall examine all packages. The Contractor shall be required to replace unacceptable or damaged products at the Contractor’s expense.

1. INVOICE AND PAYMENT: An itemized invoice shall be submitted at least monthly, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. These invoices need not be supported by copies of delivery tickets. Invoices shall be submitted to WWW.TUNGSTEN-NETWORK.COM in accordance with FAR Part 52.232-34, Payment by Electronic Funds Transfer and Veterans Affairs Acquisition Regulation (VAAR) Part 852.232-72.

The following information shall be listed on all invoices submitted: (failure to comply may result in refusal of an invoice resulting in delayed payment at the fault of the Contractor)

0. Facility’s Name and address where service was provided

0. Contract Number (For Example: VA261-21-A-0001)

0. Purchase Order/Delivery Order Number (For Example: 36C261-21-N-0000)

0. VISTA Obligation Number (For Example: 654-C19001)

0. Itemized list of products provided, to include quantity, unit price and extended price

0. Include the period of time that is being invoiced for in the invoice

0. Contract Holder’s Internal Contract number (if applicable)

0. Contractor company name, address, and phone number including a POC for concerns and questions, Invoices shall name a specific person, the phone number and email

In the event of an inconsistency between the terms and conditions of this contract and the Contractor's invoice, the terms and conditions of this contract will take precedence.

SECTION B - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

36C26120Q1101

STATEMENT OF WORK

A. GENERAL INFORMATION

1. Title of Project: Blood Products & Services

2. Scope of Work: The contractor shall provide all resources necessary to accomplish the deliverables and reference laboratory testing described in this statement of work (SOW) and attached itemized list, except as may otherwise be specified.

3. Background: The Reno VA Medical Center (VAMC) has a requirement for a reliable source of blood products and services for the treatment of patients. All products will be used for human administration. All referred patient testing results will be included in treatment of the patient based on clinical presentation.

4. Performance Period: The Government is requesting of and Indefinite Delivery Indefinite Quantity (IDIQ) with a five-year ordering period.

5. Type of Contract: Firm-Fixed Price

B. GENERAL REQUIREMENTS

1. Blood Products: Contractor shall furnish all personnel, supplies, and facilities necessary to collect, process, store, and deliver human blood components and derivatives. The contractor shall supply following blood products which are listed on the attached Price/Cost Schedule.

2. Services: Contractor shall provide all the following services to the Reno VAMC which are listed on the attached Price/Cost Schedule.

a. Stock and maintain homologous leukoreduced red blood cell units, blood components, plasma derivatives and/ or services listed in the current Blood Center fee schedule as requested by the Reno VAMC. Said units shall be procured from volunteer donors only and shall be tested and processed in a manner commensurate with standards consistent with those promulgated by the American Association of Blood Banks (AABB) and regulations of Title 21, Code of Federal Regulations as administered by the U.S. Food and Drug Administration (FDA). Inventory levels will be mutually agreed upon and may be changed from time to time, subject to review by the Director of the Reno VAMC Hospital Transfusion Service and the Contractor.

b. Contractor shall provide courier service and make scheduled daily delivery during normal hours of operation. Normal hours of operations are Monday through Friday, between the hours of 8:00am and 4:00pm, excluding holidays. Federal holidays observed are as follows:

*Note: If the federal holiday falls on a Saturday it will be officially observed on the Friday before the holiday. If the holiday falls on a Sunday, it will be officially observed on the Monday following the holiday.

c. Contractor shall provide blood (leukoreduced red blood cell units) and blood products as needed during off-hours, weekends, and holidays. Deliveries shall be billed according to the after-hour courier fee as per the Price/Cost Schedule.

d. Contractor shall supply trained staff, supplies, and equipment for conducting donor mobile operations at/or within the Reno VAMC.

e. Contractor shall provide reference testing services in a manner commensurate with standards consistent with those promulgated by the American Association of Blood Banks (AABB) and regulations of Title 21, Code of Federal Regulations as administered by the U.S. Food and Drug Administration (FDA), and must maintain Clinical Laboratory Improvement Amendments (CLIA) certification.

3. Quality of Products: All blood products and specimens must be transported/shipped in such a way to ensure integrity and compliance of standards and requirements. The government has the right to inspect quality, quantity, and to verify adherence to the technical and delivery requirements of the contract and regulatory agencies.

4. Donor Requirements: Donor selection must be in accordance with criteria established by the FDA and AABB. All ABO group, Rh type, infectious disease testing and final labeling must be completed prior to distribution of blood and blood components.

5. Orders/Deliveries/Invoices:

a. Orders will be categorized into three types: routine, as soon as possible and STAT. These categories are defined as follows:

i. Routine-Shipments of blood products to maintain minimum inventory levels or blood products ordered to fulfill a standing request. This should be a daily delivery.

ii. As Soon As Possible (ASAP) – Shipments of blood products to fill a request for a waiting outpatient, or a non-life-threatening need, or to replenish a depleted inventory of a blood product which has been used since the previous routine delivery. ASAP orders must be delivered within 4 hours.

iii. STAT – A need for blood products so acute that a patient’s life could be jeopardized if the request for blood products is unfulfilled. STAT orders must be delivered within 2 hours of the order being placed. The Contractor shall be responsible for the cost of delivery. In the event there is an issue with antibodies and/ or compatibility of the blood available, the delivery time may be longer than 2 hours at the Government’s discretion. The Contractor shall notify the VA immediately in the event the requirement will not be delivered within 2 hours if the 2-hour delivery time will not be met due to antibodies present or compatibility issues or not on hand. The Contractor shall notify the Reno VAMC Blood Bank and advise them of the estimated delivery time. Based on the estimate delivery time, Reno VAMC will determine the effect on patient care and advise the Contractor accordingly. Reno VAMC reserves the right to contact another vendor if the estimated delivery time is not acceptable to patient care. It is the responsibility of the Contractor to arrange for pickup of specimens and delivery of blood products in an emergency.

b. Delivery: Blood products shall be delivered to the Laboratory (Building 1, Room 3). Upon receipt, the shipping form shall be reviewed, the blood product inspected, the product temperature recorded along with the date and time of receipt, and both the courier and the receiver shall sign the shipping form. Copies shall be kept on file by both parties.

c. Contractor shall make delivery services for blood products available 24 hours a day, 7 days a week, 365 days a year.

d. All blood products should be leuko-reduced unless otherwise unavailable. If leuko-reduced products are not available, the contractor shall contact the blood bank to verify acceptance of blood or blood product.

e. The specific volumes distributed in a routine order will be established by Reno VA Medical Center. Within ten days after contract award, the contractor shall submit a proposed time for inventory management requests and delivery times. Platelet, Cryoprecipitate orders and other special requests will be placed as needed. See below for the current inventory minimums and maximums:

Leukoreduced Red Blood Cells

FFP

O Positive

O Negative

A Positive

A Negative

B Positive

B Negative

AB Positive

AS NEEDED

AB Negative

AS NEEDED

6. Shelf Life: For all routine orders, allogeneic blood and blood products must be supplied with an appropriate remaining shelf life as defined below:

a. Red Blood Cells – more than 21 days

b. FFP --more than 90 days

7. Notifications: In accordance with the Code of Federal Regulations, Title 42: Public Health: Item 482.27, the Contractor will notify Reno VA Medical Center:

a. Within three (3) calendar days of supplied blood and blood components collected from a donor who tested negative at the time of donation, but tests reactive for evidence of HIV or HCV infection on a later donation or who is determined to be at increased risk for transmitting HIV or HCV infection;

b. Within forty- five (45) days of the reactive test, the results of the supplemental (i.e. additional, more specific) test for HIV or HCV, or other follow- up tests required by the Food and Drug Administration (FDA);

c. Within three (3) calendar days after Contractor supplied blood and blood components collected from an infectious donor, whenever records are available, as described in 21 CFR 610.48 (b)(3). (HCV Lookback Requirements).

8. Returns and Credits:

a. The Reno VAMC shall receive credit from the Contractor for blood returned under the following circumstances:

i. Blood suitable for transfusion: The VA may return certain blood products, so long as, in the Contractor’s opinion, such blood products meet reissue criteria. Full or partial credit may be given determined by the specific blood product and Contractor’s discretion. Reissue criteria is met when the following questions are answered in the positive.

ii. Is the blood product(s) in-dated?

iii. Does the blood product(s) have two or more segments?

iv. Has the blood product(s) been maintained continuously within the required temperatures?

a.) Is the blood product(s) normal in appearance?

b.) Is the blood unit container intact?

c.) Is the blood product(s) unmodified?

b. Damaged Blood: If blood arrives to the Reno VAMC Blood Bank in a damaged condition or in a condition rendering the blood unsuitable for transfusion, then the Reno VAMC Blood Bank personnel will discard any affected blood unless instructed otherwise by the Contractor. Damaged blood shall be subject to full credit return to the Reno VAMC

c. Regulatory Recall: If the FDA or any another regulatory agency requires a recall of blood owned by the Contractor, the Reno VAMC Blood Bank will discard any affected blood unless instructed otherwise by the Contractor. Recalled blood is subject to full credit return to the Lebanon VAMC.

C. CONTRACTOR REQUIREMENTS

1. Certifications and Licensures:

a. The contractor shall have American Association of Blood Banks and FDA certification, and CLIA

b. The contractor shall submit proof that they hold an unrevoked U.S. License which is issued by the Director of Biologics, Food and Drug Administration (FDA) as a source of supply for while blood.

D. GOVERNMENT RESPONSIBILITIES

1. The Reno VAMC will maintain temperature-controlled refrigerators, incubators and/ or freezers for storage of red blood cells and other blood components in accordance with Title 21, Code of Federal Regulations and requirements set forth in Standards for Accreditation of Hospitals, Joint Commission.

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

red blood cells Contract Period: Base POP Begin: 12-01-2020 POP End: 11-30-2021

fresh frozen plasma, pheresis

plateletpheresis, non-HLA matched, leukopoor

leukopoor RBC

iradiated leukopoor, RBC

irradiated leukopoor, plateletpheresis, non-HLA matched

red blood cells Contract Period: Option 1 POP Begin: 12-01-2021 POP End: 11-30-2022

fresh frozen plasma, pheresis

plateletpheresis, non-HLA matched, leukopoor

leukopoor RBC

iradiated leukopoor, RBC

irradiated leukopoor, plateletpheresis, non-HLA matched

red blood cells Contract Period: Option 2 POP Begin: 12-01-2022 POP End: 11-30-2023

fresh frozen plasma, pheresis

plateletpheresis, non-HLA matched, leukopoor

leukopoor RBC

iradiated leukopoor, RBC

irradiated leukopoor, plateletpheresis, non-HLA matched

red blood cells Contract Period: Option 3 POP Begin: 12-01-2023 POP End: 11-30-2024

fresh frozen plasma, pheresis

plateletpheresis, non-HLA matched, leukopoor

leukopoor RBC

iradiated leukopoor, RBC

irradiated leukopoor, plateletpheresis, non-HLA matched

red blood cells Contract Period: Option 4 POP Begin: 12-01-2024 POP End: 11-30-2025

fresh frozen plasma, pheresis

plateletpheresis, non-HLA matched, leukopoor

leukopoor RBC

iradiated leukopoor, RBC

irradiated leukopoor, plateletpheresis, non-HLA matched

B.2 DELIVERY SCHEDULE

VA Sierra Pacific Network (VISN 21) 975 Kirman Avenue Reno, NV 89502 3828

USA

775-786-7200 x5360 julie.brennan@va.gov@va.gov

93.00

96.00

1.00

1.00

1.00

702.00

93.00

96.00

1.00

1.00

1.00

702.00

93.00

96.00

1.00

1.00

1.00

702.00

93.00

96.00

1.00

1.00

1.00

702.00

93.00

96.00

1.00

1.00

1.00

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 (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 12/01/2020 through 11/30/2025.

(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) 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.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 $1,300.000.00, 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 $1,300.000.00;

(2) Any order for a combination of items in excess of $1,300.000.00; or

(3) A series of orders from the same ordering office within 30 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 30 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 11/30/2025.

(End of Clause)

C.5 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 the contract period.

(End of Clause)

C.6 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

Funds are not presently available for this contract. The Government's obligation under this contract 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 until funds are made available to the Contracting Officer for this contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Contracting Officer.

(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 9/30/2021. 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 9/30/2021, 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 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

C.9 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[X] 852.233–71, Alternate Protest Procedure.

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

[X] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[] 852.270–1, Representatives of Contracting Officers.

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[X] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

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

[] 852.273–74, Award without Exchanges.

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

[]…