36C26224Q1132_1.docx

36C26224Q1132

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

644-24-3-021-8420

05-07-2024 Oliveros, Victor

(602) 277-5551 ext 1887 05-15-2024 15:00

PDT

36C262

NCO 22

Department of Veterans Affairs NCO 22 - Gilbert Network Contracting 335 East Germann Road Gilbert AZ 85297

X

325120 1200 Employees

N/A

VA Phoenix Healthcare Systems

650 E Indian School Rd Phoenix AZ 85012 36C262

NCO 22

Department of Veterans Affairs NCO 22 - Gilbert Network Contracting 335 East Germann Road Gilbert AZ 85297

This is accomplished through the Tungsten Network located at:

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

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

The Government will award a Firm-Fixed Price contract to the responsible offeror whose quote conforming to the solicitation is deemed to be the lowest-priced, technically acceptable offer.

This is a Base plus four (4) Option Year Contract.

Period of Performance: 6/1/2024 - 5/31/2025 Base

Complete and submit the enclosed SF 1449 via email no later 15:00 Pacific Local Time, May 15, 2024, to victor.oliveros@va.gov

See CONTINUATION Page 644-3640160-021-828100-2580 0100441S9

Peter Kim

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C262

NCO 22

Department of Veterans Affairs NCO 22 - Gilbert Network Contracting 335 East Germann Road Gilbert AZ 85297

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Submit invoices electronically through https://portal.tungsten-network.com ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Page 1 of

1. General

The Phoenix VA Health Care System (PVAHCS) Department of Veterans Affairs (VA) currently has an ongoing requirement for the supply of medical-grade bulk oxygen to be delivered to PVAHCS. Along with the delivery there is also the need to have the Remote Telemetry Monitoring alarm requirement of the onsite Main Bulk Oxygen tank to monitor the gas levels to ensure levels are maintained for direct patient care. PVAHCS owns its own bulk oxygen tanks, RAS INC has the awarded contract and Air Products delivers the bulk oxygen and monitors such. The Phoenix VA will continue services for both Bulk Oxygen delivery and Telemetry monitoring through RAS and pricing will be provided via a vendor quote.

1.2 The purpose of this requirement is to prevent a break in service. PVAHCS owns its own bulk oxygen tank.

1.3 The contract POP shall be the Base year plus(+) the Option of four(4) consecutive years to follow. The quantities shown in the Schedule are estimates of PVAHCS annual requirements. There is no express or implied guarantee that these quantities will be purchased.

Unit: 100/CCF

1.4 Prior to first filling, contractor must perform, Annual bulk Oxygen storage tank inspection to include: Inspection date, Type of gas system, Location of bulk medical gas supply, Owner of bulk medical gas supply equipment, Bulk medical gas supplier, Type of piping, Reserve type, Reserve size, Dual line pressure regulators installed, Regulator pressure settings, Indicate that regulators can be isolated, Line pressure relief valve installed, Functionally test relief valve, All exposed pipes labeled properly, Source valve installed at tank location, Valve properly labeled, Valve labeled for gas, valve labeled for area served, Emergency oxygen supply connection installed on exterior of the facility and not at the bulk tank supply location, Accessible by a delivery vehicle at all times, Signage is in place indicating Oxygen , No Smoking, No open flame, Supplier contact information, Enclosed with a minimum of two lockable entries, Alarms connected to emergency essential electrical system and system is free from leaks. In-service training to include the following facets for contractor owned and government owned systems: the refill procedure, any preventive maintenance support requirements that may be needed from the medical center systems, and an explanation of all the volume alarm and low pressure set-points. The contractor will provide written procedures and training for VA staff for protocols to accomplish emergency shutdowns or other sudden, unplanned termination of the refilling process. Contractor will provide 24/7 emergency contact name(s) and telephone number(s) and labeled on tanks.

1.5 Prior to first filling, and annually thereafter, alarm set-point testing and written verification must be presented using a qualified third-party expert per NFPA 99, 2002 Edition for contractor owned and government owned system conducted during the Annual Inspection. Any code deficiencies in the Medical Center’s existing system, as defined by NFPA 55, Standard for Compressed Gases and Cryogenic Fluids Code, 2010 Edition, must be identified by the contractor. A detailed explanation of these deficiencies must be presented in writing to the Government Point of Contact. Receipt of this written explanation must be signed for by the COR.

1.6 Prior to first filling, and annually thereafter, the contractor must verify, in writing, the accuracy of all gauges on contractor owned tanks. If the gauge(s) are government owned, contractor will provide, if requested after award, a written proposal with price to verify accuracy of the gauge(s). The individual facility may choose to accept this proposal at its desire.

2. Acronyms

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

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

3. Delivery of Medical Liquid Bulk Oxygen and Telemetry monitoring

3.1 Bulk oxygen is ordered by and delivered to PVAHCS, 650 E. Indian School Road, Phoenix, AZ 85012 between the hours of 0700 and 1530, unless specified otherwise.

Telemetry is a visual display in inches of the oxygen levels of the main bulk oxygen tank. Access by vendor will provide real time readings in support of the facilities requirements to maintain required levels in support of patient care.

3.2 The contractor shall deliver medical-grade liquid oxygen within the timeframe specified in the schedule for PVAHCS. The time-frame identified may be either the number of calendar days after receipt of the Government’s order, the specific days of the week for delivery, the specific time intervals between deliveries, a specified reorder point, or other specified ordering and delivery methods. If the time frame for contractor delivery is not identified in the facility requirements, the contractor must provide 24-hour notice prior to delivery or upon mutual agreement between the facility and contractor, alternate ordering/delivery methods such as pre-scheduled deliveries, calling for tank level readings, installing a telemetry unit, etc. may be arranged. If for any reason the contractor is unable to deliver at the agreed upon day or time, the contractor will provide 24-hour notice to the Government Point of Contact, so that the facility can initiate an alternate backup action. In accordance with VHA Patient Safety Alert dated April 5, 2004, all deliveries must be monitored by a qualified and trained technical representative that will be designated by each facility. Contractor will be provided with names and contact information of primary and back-up facility representatives. This applies to all deliveries regardless of time or day of execution.

3.3 Tanks will be filled to maximum functional capacity at each refilling procedure unless otherwise specified in the facility requirements or as agreed upon in a written document signed and dated by the Government Point of Contact.

3.4 At the time of each delivery, contractor must provide a legible signed and dated written document that identifies the tank level prior to fill, the level after fill, and the quantity delivered. This document must be counter-signed by the facility representative supervising the delivery.

3.5 Emergency delivery will be provided within 48 hours after receipt of Government notification. Contractor must respond to the facility by either telephone or email within one hour to confirm receipt of emergency notification to ascertain the nature of the emergency. Emergency status is determined by the Government when conditions warrant, such as an actuated main bulk tank low level alarm, imminent alarm condition, or system leak (which may require the delivery of tankers to support the facility while maintenance is conducted on the main tank(s). Failure of the contractor to remain current with agreed delivery schedule and requirements does not constitute an “emergency” for purposes of charging an emergency delivery fee not to exceed $250.00 per delivery.

3.6 Maintain Remote Telemetry Monitoring of the Bulk Oxygen Main Tank on an annual basis in tangent with the contract award of the bulk oxygen contract.

4. Quality Assurance Specifications and Requirements

4.1 All medical gas manufacturers and fillers of medical gases must be registered with FDA as drug manufacturers. All oxygen shall be manufactured, processed, packed, transported, and stored according to FDA’s Current Good Manufacturing Practices (CGMP) regulations, and all labeling shall comply with FDA’s labeling regulations (21 CFR Part 201).

4.2 All liquid bulk oxygen delivered under the contract shall be medical-grade and shall meet or exceed the standards cited in the current edition of the United States Pharmacopoeia/National Formulary (U.S.P.). Vendor is required to install/maintain telemetry compatibility for the monitoring of the bulk oxygen pressure levels.

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

g) Signature of authorized supplier representative and date.

4.5 Material Safety Data Sheets shall be provided to the Government Point of Contact upon request.

4.6 A copy of all inspection reports shall be provided to the Government Point of Contact upon the completion of any contractor owned or government owned bulk oxygen system inspections that are required by regulation.

4.7 All telemetry readings will be maintained by the vendor, as well as provide the agency with on line account to view readings and run reports as necessary.

6. Maintenance Requirements

Annual inspection will identify any maintenance requirements. Maintenance repair and parts will be supported by engineering on a government purchase card, if over the micro purchase limit, It will be invoiced against the contract & will not exceed $10,000.00 annually. Emergency Maintenance which includes up to 8 total technician hours will not exceed $1,320.00 and will be done through Engineering Service on a Purchase Card. The Annual Inspection will be charged as one of the $1,320 Maintenance Visits.

5. Applicable Regulations & Standards

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

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

29 CFR 1910.104 OSHA Standards for the installation of bulk oxygen systems on industrial and institutional consumer premises 49 CFR – Transportation

Federal Food, Drug, and Cosmetic Act, Chapter V

NFPA 55: Standard for Compressed Gases and Cryogenic Fluid Code, 2010 Edition

NFPA 99: Standard for Health Care Facilities, 2005 Edition

U.S.P. 23: US Pharmacopoeia & National Formulary – current edition

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

Calculation based on data in CGA P-6

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

Therefore:

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

1 gal liquid O2 = 860.6 ft³ gas 7.48052

1 gal liquid O2 = 115.05 ft³ gas or more commonly quoted as 1 gal liquid O2 = 115.1 ft³ gas

6. Contractor’s Liability

6.1 The contractor assumes full responsibility for and shall indemnify the Government for any and all loss or damage whatsoever kind and nature to any and all Government property, including any equipment, supplies, accessories, or parts furnished while in custody and care for storage, repairs, or services to be performed under the terms of this contract, resulting in whole or in part from the negligent acts or omissions of Contractor, any subcontractor or any employee, agent , or representative of Contractor or subcontractor.

6.2 The contractor shall hold harmless and indemnify the Government against any and all liability, claims, and cost of whatsoever kind and nature for injury to or death of any person or persons and for loss or damage to any property occurring in connection with or in any way incident to or arising out of the occupancy, use, service, operations, or performance of work under the terms of this contract, resulting in whole or in part from the negligent acts or omissions of Contractor, any subcontractor, or any employee, agent or representative of Contractor or subcontractor.

6.3 Nothing in the above paragraphs shall be considered to preclude the Government from receiving the benefits of any insurance the Contractor may carry which provides for indemnification for any loss, destruction, or damage to Government property. The Contractor shall do nothing to prejudice the Government’s right to recover against third parties for any loss, destruction, or damage to Government property and upon the request of the Contracting Officer shall, at the Contractor’s expense, furnish to the Government all reasonable assistance and cooperation (including assistance in prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery.

7. Insurance

7.1 Satisfactory insurance coverage is a condition precedent to award of the contract. In general, a successful offeror must present satisfactory evidence or full compliance with State and local requirements, or those below stipulated, whichever are the greater. More specifically, workmen’s compensation and employer’s liability coverage will conform to applicable State law requirements for the service contemplated, whereas general liability and automobile liability of comprehensive type, shall in the absence of higher statutory minimums, be required in the amounts per vehicle used of not less than $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence of property damage. State approved sources of insurance coverage ordinarily will be deemed acceptable to the VA installation, subject to timely certifications by such sources of the types and limits of the coverages afforded by the sources to the offeror.

8. Recalls

If at any time during the term of the contract awarded as a result of this solicitation, the Food and Drug Administration (FDA) or the individual contractor initiates a drug recall or FDA withdraws their approval to manufacture a drug, the following steps will immediately be taken by the appropriate contractor:

Important notices not requiring immediate attention may be mailed to:

Director, Safety and Technical Services (10NB)

And

Drug product hazard alerts, recalls, and product notices requiring immediate action and dissemination should be sent via overnight express to:

Director, Safety and Technical Services (10NB)

9. Manufacturing facilities

9.1 Only offers from contractors and /or suppliers that have on record with the Department of Veterans Affairs, Pharmacy Benefits Management, a Quality Assurance Evaluation that has found those facilities listed below, to be in compliance with the laws that FDA enforces and capable of marketing all currently manufactured products that met applicable quality standards, will be accepted. Where FDA does not perform quality assurance testing, the VA reserves the right to perform its own quality assurance evaluation or to hire a contractor to perform this task.

9.2 Arrangements for a Quality Assurance evaluation are obtained by contacting the office specified in paragraph 14.1. Evaluations will be performed by FDA in accordance with Paragraph V.4 of the VA-FDA Interagency Agreement, by which FDA is responsible for providing quality assurance for drugs, biologics, chemical and/or reagents being offered. Quality Assurance evaluation must have been received by the VA prior to the effective date of the contract as shown within this solicitation.

9.3 If at any time during the life of the contract, the contractor’s facility, or the source from which the contractor obtains any of the item(s) listed under this contract, fails to meet Current Good Manufacturing Practice Regulations (CGMPRs) (21CFR Part 210 and 211), and/or a negative Food and Drug Administration Quality Assurance Evaluation is received, the Contracting Officer may apply the procedures outlined in paragraph 12.5.

9.4 Any products manufactured during this period of CGMPRs deficiencies shall not be shipped without written authorization from the Contracting Officer, and material which has been received without this authorization shall be returned as rejected goods at the contractor’s risk and expense. The contractor will have 30 days in which to correct the deficiencies that caused the negative evaluation and notify the VA to have a re-evaluation completed by the FDA. If upon re-evaluation results are still negative, the contract shall be terminated by the Contracting Officer in accordance with 52.212-4(f).

9.5 Offeror must indicate in Attachment A:

10. Badges and Parking

All Contractor personnel are also required to wear Vendor ID Badges noting Contractor Name, Personal Name, and Photo of Contractor personnel.

It is the responsibility of the contractor’s personnel to park in the appropriate designated parking areas. Parking information is available from the participating healthcare center’s Security Office.

VA will not validate or make reimbursement for parking violations of the contractor's personnel under any circumstance.

11. Changes

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.

In the event the Contractor effects any such change at the direction of any person other than the Contracting 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 in costs incurred as a result thereof.

12. Smoking Policy

Except in designated areas smoking is strictly prohibited inside and on the patios and balconies of all buildings and within 50 feet of all openings of all buildings. It is also prohibited inside all VA Healthcare System vehicles. “Smoking” is defined as the burning of any cigarette, cigar, e-cigs, vaping, or other tobacco product.

13. Service Hours

The contractor shall perform the services as specified herein Monday through Friday except for National Holidays (see below) between the hours of 7:00 a.m. – 3:30 p.m., except for any emergencies that are identified, and the vendor is notified of such.

The contractor is not required to provide service on the following U.S. Government holidays, nor will the Contractor be paid for these holidays. However, if the scheduled service date falls on a national holiday, a mutually agreed upon alternate date that week will be scheduled.

National holidays observed by the Federal Government:

New Year’s Day

1 January

If a holiday falls on Sunday, the following Monday will be observed as the National Holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a National Holiday by U.S. Government agencies. Also included would be any national holiday specifically declared by the President of the United States.

14. Security

In reference to VHA Handbook 6500.6 Appendix A, Block 6, the equipment (or service) included in this contract does not involve connection of IT devices to a VA network, therefore it does not require a C&A or a MOU-ISA for system interconnection

15. Service Contract Act Determinations

The appropriate wage determinations shall be found at the Department of Labor website: http://www.dol.gov .

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Bulk Liquid Oxygen. (See Note 1) RAS PRICING NOTES: 1. Quantity is based on JAN to DEC 2023 actual usage. 2. Option Year 4 includes CLIN 4004 to account for the costs incurred in the event the telemetry unit needs to be removed from the GFE tanks at the end of the contract (i.e. in the event the follow on contract is awarded to a different vendor).

Monthly Telemetry Monitoring

Emergency Delivery Fee (if required)

B.3 DELIVERY SCHEDULE

52,322.00

12.00

1.00

SECTION C - CONTRACT CLAUSES

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

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

The Government may increase the quantity of supplies called for in the Schedule at the unit price specified. The Contracting Officer may exercise the option by written notice to the Contractor within . Delivery of the added items shall continue at the same rate as the like items called for under the contract, unless the parties otherwise agree.

(End of Clause) C.3 52.217-7 OPTION FOR INCREASED QUANTITY—SEPARATELY PRICED LINE ITEM (MAR 1989) The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within . Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

(End of Clause)

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

(a) The Government may extend the term of this contract by written notice to the Contractor within ; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

(End of Clause) C.5 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (DEVIATION)

(a) Definition. for the Department of Veterans Affairs, ‘‘Service-disabled Veteran-owned small business concern or SDVOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.201, Surviving Spouse definition);

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

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

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

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

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

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

(4) The term ‘‘small business concern owned and controlled by Veterans with service-connected disabilities’’ has the meaning given the term ‘‘small business concern owned and controlled by service-disabled veterans’’ under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)).

(5) The term “SDVOSB participant” or certified SDVOSB means a small business that has been certified in the SBA Veteran Small Business Certification Program and listed in the SBA certification database (see 13 CFR 128.102).

(b) General. In order for a concern to submit an offer and be eligible for the award of an SDVOSB set-aside or sole source contract, the concern must qualify as a small business concern under the size standard corresponding to the NAICS code assigned to the contract and be listed as an SDVOSB participant in the SBA certification database as set forth in 13 CFR 128.

(1) Offers received from entities that are not certified SDVOSBs and listed in the SBA certification database at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made to a certified SDVOSB listed in the SBA certification database who is eligible at the time of submission of offer(s) and at the time of award.

(3) The requirements in this clause apply to any contract, order or subcontract where the firm receives a benefit or preference from its designation as an SDVOSB, including set-asides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C. 8127(e), only certified SDVOSBs listed in the SBA certification database are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible and certified SDVOSB as defined in this clause, 13 CFR 121, 125, and 128, and VAAR subpart 819.70.

(d) Agreement/LOS certification. When awarded a contract action, including orders under multipleaward contracts, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall…