36C26121Q0123.docx

36C26121Q0123

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

640-21-1-082-0008 36C26121Q0123 11-25-2020 Deborah Sosa 916-923-4564 11-27-2020 14:00

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 Palo Alto Health Care System 3801 Miranda Ave Palo Alto, CA 94304

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. 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 $6,600,000. 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 Palo Alto Healthcare System (VAPAHCS) 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 VAPAHCS as outlined within 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 Palo Alto Healthcare System (VAPAHCS).

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

36C26121Q0123

STATEMENT OF WORK

VA Palo Alto Health Care System

A.1 Contract Requirements

A.1.1 Contractor shall provide blood, blood components, and services described in Schedule B to the VA Palo Alto Health Care System Palo Alto and Livermore divisions (VAPA HCS PAD and LVD). Contractor must ensure adherence to all current applicable Food and Drug Administration (FDA) guidelines for blood collection. These guidelines can be found on-line at https://www.fda.gov/vaccines-blood-biologics/biologics-guidances/blood-guidances as well as the Electronic Code of Federal Regulations located at https://www.ecfr.gov. Particular attention is directed to the September 2019 FDA Guidance for Bacteria Risk Control. Further detail regarding the VAPA requirements for bacteria risk control are outlined below.

a. the FDA published updated bacteria risk control strategies in September 2019 - implementation is required NLT Mar 2021

b. successful bidder must be in compliance with the guidelines by Mar 2021 and state in their offer

c. review Appendix A which highlights a variety of options for meeting the FDA Mar 2021 implementation deadline

d. the Apheresis column states platelets can be either certified as 5-day storage or 7-day storage after which the platelets are no longer usable

e. each storage type employs a unique product naming convention which identifies what it is, where it came from and storage type

f. the current Palo Alto VA blood management software is only compatible with the 5-day storage product naming convention

g. the VAPA software may be upgraded to accept the 7-day storage product naming convention prior to the expected expiration of the final option year of this contract

h. given this limitation (7-day storage products are not compatible with VAPA software) successful bidders must offer the 5-day storage type

i. under the 5-day storage type, there are 4 recommended bacterial risk control strategies that meet the FDA guidelines

j. the 2 options that include either a secondary culture or secondary rapid testing both require a multi-step process

k. the multi-step processes will both severely reduce useful shelf life and place an unacceptable resource burden on VAPA staff who would be responsible for part of this process

l. as a result, successful bidders must offer either the LVDS greater than or equal to 36 hours OR Pathogen reduction methods; this also must be explicitly stated in the offer A.1.2 Blood shall be typed for ABO and Rh antigens in accordance with methods recommended in the current edition of Standards for Blood Banks and Transfusion Services and the Technical Manual of the American Association of Blood Banks (AABB) (available from the AABB website: http://www.aabb.org/content). Contractor shall provide services and products in accordance with the regulations and requirements of the Food and Drug Administration (FDA), the laws and regulations of the State of California and the Standards of the American Association of Blood bank. In general:

a. A sample of blood from each donation shall be tested for syphilis.

b. Whole blood and/or components (non-autologous) shall not be used for transfusion unless the test is non-reactive.

c. Only blood testing negative for the following shall be used for transfusion:

i. antibody to human immunodeficiency virus (HIV)

ii. hepatitis B surface antigen (HBsAg)

iii. anti-hepatitis B core antigen (Anti-HBc)

iv. hepatitis C virus (anti-HCV)

v. human T cell leukemia virus (anti-HTLV).

d. Blood and components shall not be used for transfusion if the results are outside established limits.

e. Testing must also include the following:

i. Nucleic Acid Test (NAT) for HIV and HCV RNA, West Nile Virus

ii. ALT and HIV P24 optional

A.1.3 All blood collection procedures must conform to the following:

a. shall be collected in a closed system under aseptic conditions

b. processed in appropriate solutions and the container so labeled

c. this label shall indicate the expiration date of the contents from the date of collection of the source blood.

d. Expiration dates must adhere to the following guidelines of blood container manufactures, Food and Drug Administration (FDA) and AABB regulations. Source blood collected and stored with:

i. anticoagulant of CPD has a shelf life of 21 days

ii. CPDA-1 has a shelf life of 35 days

iii. ADSOL has a shelf life of 42 days

A.1.4 All blood supplied shall be visually free of hemolysis, excessive chyle and clots.

A.4 Certifications

A.4.2 The contractor shall supply 100% “volunteer donor” blood in accordance with current FDA rules and regulations which can be found online at the web sites referenced in section A.1.1 of this document.

Definition of a “volunteer donor” -- A volunteer donor is a person who does not receive monetary payment for blood donation. Benefits, such as monetary times off from work, membership in blood assurance programs and cancellations on non-replacement fees that are not readily convertible to cash, do not constitute monetary payment.

A.5 Donor Requirements A.5.1 The contractor shall maintain readily available blood donor lists including names, addresses and Social Security number. Such lists shall indicate whether, and on what date, blood of a particular donor was furnished to the VA.

A.5.2 Donor selection shall be in accordance with criteria established by the FDA and/or the AABB.

A.5.3 Immediately after collection, the blood shall be stored in accordance with criteria established by the Food and Drug Administration (FDA) and/or American Association of Blood Banks (AABB).

A.6 Expiration Dates

A.6.1 The contractor shall supply blood and blood components in accordance with the expiration dates specified in the AABB Standards.

A.6.2 The contractor shall supply Red blood cell products not over 15 days from the date of collection.

A.6.3 The contractor shall return for full credit any Red blood cell products that exceed 15 days from the date of collection.

A.7 Blood Products

A.7.1 The contractor shall furnish blood labeled as A, B, O and Rh type. Type A Rh negative and O. Rh negative must have been drawn from donor not more than five (5) days before date on which purchase order is filled. Types such as AB Rh positive, B. Rh negative and AB Rh negative will be supplied not over fifteen (15) days old. These time limits may be adjusted if a system for exchange on credit is provided which minimizes or precludes losses due to outdating.

A.7.2 The contractor shall supply whole blood, red blood cells and components in standard collection containers, with appropriate samples for laboratory work.

A.7.3 The following tests shall be completed by Contractor prior to delivery:

A.7.4 Other than in the case of emergency, the above work shall be completed on all blood and its components prior to shipment. In such emergencies, products may be released with a statement of justifications for request of incompletely tested blood components, signed by the veteran’s physician.

A.8 Special Donations

A.8.1 Contractor shall not require pre-payment of blood processing & handling surcharges from autologous or designated blood donors for VA.

A.8.2 The contractor shall direct autologous or designated blood donors for VA patients to a facility as decided by VA and the blood center after coordination with COR.

A.8.3 In the event a facility for autologous or designated blood donors for VA patient is not feasible for the donor, a community blood center may be used.

A.8.4 Shipping fees of blood components shall be incurred by the blood center. The contractor shall ship blood components at no additional expense to the VA. These units shall be shipped to VA when received.

A.9 Hospital Notification

If it is determined by the Contractor that a blood component potentially infectious with HIV, HCV, or HTLV I/II may have been provided to Dept. of Veterans Affairs Health Care Systems, contractor shall notify the VA. This notification process will comply with the requirements as defined by the U.S. Food and Drug Administration. Where required or allowed by law, notification to the VA Health Care Systems may be provided through a State Department of Health or similar governmental agency.

A.10 Description of the required services

a. Screening for negative blood per antigen - Testing donor units for RBC antigens and select units negative for a given antigen.

b. Irradiate units - Treat units with gamma irradiation to prevent lymphocyte proliferation.

c. Screening for CMV negative blood - Testing units for antibody to cytomegalovirus and select negative units.

d. Freezing and storing autologous - Freeze blood donated by the patient for his or her own use and store it until needed.

e. Thawing and deglycerolizing autologous blood - Thaw and wash frozen blood.

f. Plateletpheresis, crossmatched - Compatibility test between recipient serum and donor platelets.

g. Crossmatched Platelet Donor Recruitment - Recruit a donor known from previous testing to be compatible with a recipient.

h. Antibody Identification, enzyme panel, select cell panel, absorption/elution with panel, inhibition panel, chloroquine treatment, extended phenotype and phenotyping, genotyping whole blood or red cell mass - Samples to identify antibodies when detected by antibodies screening.

Delivery of Orders

VA Palo Alto Health Care System (VAPAHCS) Supplies and services to be delivered to the specified VA Palo Alto Health Care System site:

Blood Bank, Building 100, 4th Floor, Room F4-140

Livermore, CA 94550

Delivery orders may be placed by phone, fax, or online. The type of delivery order will be specified when the order is placed, and the Contractor shall deliver within the following times. The time begins when the authorized official places the delivery order.

Frequency of Deliveries

Palo Alto requires two (2) stock deliveries per weekday and one (1) stock delivery each Sunday.

The first stock delivery is made before noon, the second stock delivery between before 6:00 pm.

Livermore transfusions are infrequent and pre-scheduled. Orders will be placed for a routine stock delivery by a specific date.

Transportation Charges for STAT Orders:

STAT and special delivery charges will be from point of origin, which is the Blood Centers to the requesting VA. Routine delivery charges will not be incurred as a separate charge.

Return of Blood: The Blood Center will accept the return of units under the following conditions:

a. Proper temperature requirements have been maintained

b. The integrity of the unit container has been maintained and the label has not been defaced

c. At least two crossmatch segments remain, unless the blood center laboratory has approved use of the last cross match segment

Reference Services

a. STAT reference specimens shall be picked up and delivered within two (2) hours from the time the order was placed

b. STAT reference lab specimens shall have a progress report by the end of a work shift eight (8) hours from the time specimen arrives.

c. All results are to be initially reported to VA by telephone and a preliminary test report by fax. The final test report will be sent within five (5) working days after the preliminary report.

d. HLA and transplant reference specimens will be sent via the VA courier service on a routine route basis. Results will be sent back to the VA Palo Alto Blood Bank via fax or mail when testing is completed.

e. Specimens sent to another laboratory for additional or specialty testing will be pre-approved by VAPAHCS Contact Officer’s Representative and the VA Supervisor, Transfusion Services. Charges will be included on the Contractor’s monthly invoice after testing is complete.

SCHEDULE B – BLOOD, BLOOD COMPONENTS AND SERVICES

Note: Successful bidders must perform HLA typing for HLA matched platelets, organ transplantation, for example. This requirement will apply to the:

Contract Award 12/01/2020 through 12/01/2025 Description

Palo Alto Services

Livermore Products

Livermore Services

Provision must be available to add or change tests due to technology changes.

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

BLOOD AND BLOOD PRODUCTS ORDERED ON AS AN AS-NEEDED BASIS FOR THE VAPAHCS. see Statement of Work for items/tables for both Facilities Contract Period: Base POP Begin: 12-01-2020 POP End: 11-30-2021

BLOOD AND BLOOD PRODUCTS ORDERED ON AS AN AS-NEEDED BASIS FOR THE VAPAHCS. see Statement of Work for items/tables for both Facilities Contract Period: Option 1 POP Begin: 12-01-2021 POP End: 11-30-2022

BLOOD AND BLOOD PRODUCTS ORDERED ON AS AN AS-NEEDED BASIS FOR THE VAPAHCS. see Statement of Work for items/tables for both Facilities Contract Period: Option 2 POP Begin: 12-01-2022 POP End: 11-30-2023

BLOOD AND BLOOD PRODUCTS ORDERED ON AS AN AS-NEEDED BASIS FOR THE VAPAHCS. see Statement of Work for items/tables for both Facilities Contract Period: Option 3 POP Begin: 12-01-2023 POP End: 11-30-2024

BLOOD AND BLOOD PRODUCTS ORDERED ON AS AN AS-NEEDED BASIS FOR THE VAPAHCS. see Statement of Work for items/tables for both Facilities Contract Period: Option 4 POP Begin: 12-01-2024 POP End: 11-30-2025

B.2 DELIVERY SCHEDULE

1.00

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 52.232-19 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.7 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.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73,…