36C26225Q0314_1.docx

36C26225Q0314

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

691-25-2-056-2369

01-07-2025 Oliveros, Victor 818-632-4370 01-20-2025 15:00

PST

36C262

NCO 22

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

X

325120 1200 Employees

NET 30

N/A

VAMC Greater Los Angeles

11301 Wilshire Blvd Los Angeles CA 90073 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 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 acceptable offer.

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

Period of Performance: Base 4/1/2025 TO 3/31/2026

OP YR 1 4/1/2026 TO 3/31/2027

OP YR 2 4/1/2027 TO 3/31/2028

OP YR 3 4/1/2028 TO 3/31/2029

OP YR 4 4/1/2029 TO 3/31/2030

Complete and submit the enclosed SF 1449 via email no later 15:00 Pacific Local Time, January 20, 2025, to victor.oliveros@va.gov

See CONTINUATION Page 691-3650160-056-820100-2341 0100202E3

Anthony Dela Cruz Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C262 victor.oliveros@va.gov

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:

B.2 STATEMENT OF WORK

Background and Scope:

The purpose of this acquisition is the repetitive delivery of various medical gases for the VA Medical Center Greater Los Angeles (VAMCGLA), 11301 Wilshire Blvd. Los Angeles, CA 90073. This will support patient care and clinical activities at the VAMC Greater Los Angeles as well as all the Out-Patient Clinics (OPCs) in Greater Los Angeles County.

The contractor shall pick up contractor-owned empty cylinders located in the Material Management cylinder cage and in the hallway marked “Empty Cylinders” B297, the gas cage, any clinic deliveries in the VAMCGLA as well as OPC(s) in North Hills, Bakersfield, East LA CBOC, Lancaster, LA Ambulatory Care, San Luis Obispo CBOC, Santa Barbara CBOC, Santa Maria CBOC, and Ventura VA Clinic as needed or requested. The contractor or sub-contractor shall make deliveries of full cylinders on scheduled delivery days (Tuesdays and Thursdays), ensuring seals and Full/In Use/Empty tags or barriers are in place as well as securing tanks with chains and ensuring the collection areas are locked or secured when they leave. This also includes gas deliveries to specialty care clinics in the VAMCGLA and OPC(s) as needed. The contractor shall furnish all labor and materials needed to complete the work at no cost to the VAMCGLA except as outlined in the contract.

The contractor shall sign in and out of the facility with VAMCGLA warehouse staff. The contractor or sub-contractor will provide a bill of lading, manifest or other documents showing the materials delivered at the time of delivery. The contractor will also provide a monthly consolidated invoice clearly showing each line item and amount of each line item delivered for that month no later than the Monday of the first working week of the following month.

The contractor shall respond via phone call or email the same day to requests made for specialized gases needed for medical procedures. The contractor must be able to deliver gases in emergent situations in a two-hour delivery time frame as needed by the VAMCGLA and OPC(s).

Waiver:

Based on a comprehensive market analysis, no known small business manufacturers are currently capable of providing Industrial Gases Manufacturing NAICS 325120 that meets the requirements of this solicitation. Therefore, pursuant to the Small Business Administration's nonmanufacturer rule waiver guidelines, hereby a waiver to allow Industrial Gases Manufacturing NAICS 325120 to fulfill this contract has been granted on 04/27/2006 federal Register Notice 71 Fed. Reg. 24889

Security:

All contractor personnel are required to wear identification (I.D.) badges during the entire time they are at VAMCGLA and/or on its grounds. I. D. badges must, at minimum, include the picture of the contractor’s employee, first and last name of the employee, and the name of the contractor on each I.D. badge.

It is the responsibility of the contractor’s personnel to park in the appropriate designated parking area. Parking information is available at the VA Police Department. The VA Police Department will not invalidate or make reimbursement for parking violations of the contractor's personnel under any circumstance.

total

DELIVERY SCHEDULE: Base plus Four IDIQ Contract Period of Performance:

Base 4/1/2025 TO 3/31/2026

OP YR 1 4/1/2026 TO 3/31/2027

OP YR 2 4/1/2027 TO 3/31/2028

OP YR 3 4/1/2028 TO 3/31/2029

OP YR 4 4/1/2029 TO 3/31/2030

DELIVERY LOCATION WILL BE SPECIFIED FOR EACH ORDER. Listed below.

Include DELIVERY FEE OF PER TRIP IS INCLUDED IN THIS LINE ITEM.

Include EMERGENCY DELIVERY FEE OF PER TRIP FOR After Hours, Holidays or Same Day Emergency Delivery IS INCLUDED IN THIS LINE ITEM.

Require HOOKUP SEPULVEDA FEE OF PER CONNECTION IS INCLUDED IN THIS LINE ITEM.

GASES / CLIN:

This will be ordered as IDIQ which will be requested by each station.

Facilities will request as needed the delivery arrangements will be made at time of requested service.

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 Martin Luther King’s Birthday Third Monday in January President’s Day Third Monday in February Memorial Day Last Monday in May Juneteenth 19 June Independence Day 4 July Labor Day First Monday in September Columbus Day Second Monday in October Veterans Day 11 November Thanksgiving Day Christmas Day 4th Thursday in November Christmas Day 25 December

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.

Delivery Locations:

West Los Angeles VA Medical Center 11301 Wilshire Boulevard Los Angeles, CA 90073-1003

Sepulveda Ambulatory Care Center 16111 Plummer Street, Sepulveda Ambulatory Care Center Sepulveda, CA 91343-2036

Bakersfield VA Clininc 1801 Westwind Drive Bakersfield, CA 93301-3028

East Los Angeles VA Clinic 5426 East Olympic Boulevard Commerce, CA 90022-5113

Los Angeles VA Clinic 351 East Temple Street Los Angeles, CA 90012-3328

San Luis Obispo VA Clinic 1288 Morro Street, Suite 200 San Luis Obispo, CA 93401-6302

Santa Barbara VA Clinic 4440 Calle Real Santa Barbara, CA 93110-1002

Captain Rosemary Bryant Mariner Outpatient Clinic 5250 Ralston Street Ventura, CA 93003-7318

Antelope Valley VA Clinic 340 East Avenue I, Suite 108 Lancaster, CA 93535-1941

Santa Maria VA Clinic 1550 East Main Street Santa Maria, CA 93454-4819

LICENSING, AUTHORIZATION, AND SELLING PERMISSIONS

If the Contractor is the manufacturer of the medical gases it places into the medical gas cylinders being supplied under this contract, it shall provide verification on an annual basis, that it holds current licensing, permits, certifications, or registrations required by the FDA and the states in which this contract is performed.

If the Contractor is not the manufacturer of the medical gases that are placed into medical gas cylinders being supplied under this contract, the Contractor must provide evidence of the medical gas manufacturer’s current licenses, permits, certifications, or registrations required by the FDA in the states in which this contract is performed, as well as an executed copy of the resellers agreement within ten (10) calendar days of contract award affirmatively demonstrating that the Contractor has authorization by the manufacturer to resell the medical gas and to rent the medical gas cylinders that the Contractor is providing under this contract. In addition, the Contractor shall provide annual updates to any agreements it has with the medical gas manufacturer and medical gas cylinder provider affirmatively demonstrating that the Contractor has authorization by the manufacturer to resell the medical gas and to rent the medical gas cylinders that the Contractor is providing under this contract. In the event of a change in the manufacturer, the Contractor shall provide a minimum of 30 days advance notification, or at the time it is known, to VA of the change in manufacturer, and shall provide evidence of the new medical gas manufacturer’s current licenses, permits, certifications, or registrations required by the FDA and the states in which this contract is performed. The Contractor shall also provide a copy of its signed agreement with the new manufacturer demonstrating that the Contractor has authorization by the manufacturer to resell the medical gases and to rent the medical gas cylinders that the Contractor intends to provide under this contract.

Throughout the term of this contract, Contractor shall maintain all federal, state, and local licenses applicable to the Contractor, as well as any required FDA certifications. Contractor must also provide, annually, verification that the manufacturer from which it obtains the medical gases placed into the medical gas cylinders provided to VA under this contract holds current licensing, permits, certifications, or registrations required by the FDA and the states in which this contract is performed.

LIABILITY INSURANCE REQUIREMENTS

The Contractor is required to maintain liability insurance in the amount of $1,000,000.00 per occurrence. The ACORD Certificate of Liability must be provided at time of contract award and annually via email to the CO.

LOSS OF USE FOR CONTRACTOR-OWNED CYLINDERS:

For each contractor-owned cylinder lost or damaged beyond repair while in the Government's possession, the Government shall pay to the Contractor the replacement value, less the allocable rental paid for that cylinder. These cylinders shall become Government property. If any lost cylinder is located within 30 calendar days after payment by the Government, it may be returned to the Contractor by the Government, and the Contractor shall pay to the Government an amount equal to the replacement value, less rental computed in accordance with SOW. This will be a demurrage charge which will be negotiated and issued on a separate Purchase Order.

MEDICAL GAS SPECIFICATION AND REQUIREMENTS

All medical gases provided in this contract shall be medical grade and shall comply with all applicable FDA, CGA, DOT, and all other federal, state, and local acts, regulations, codes, and standards regarding their manufacture, testing, transportation, shipping, and packaging. The Contractor shall comply with the most current and updated version of these codes and standards for the entire period of performance of this contract.

Material Safety Data Sheets (MSDS) shall be provided to the facility COR upon request at no additional charge. Contractor shall, at the request of the VA, provide training on procedures associated with safety data and maintaining medical gas cylinders while at VA facilities.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

IDIQ CONTRACT FOR DELIVERY OF FILLED MEDICAL CYLINDERS AND PICKUP OF EMPTY MEDICAL CYLINDERS FOR REFILL FROM ALL COMPONENTS/LOCATIONS WITHIN THE VA GREATER LOS ANGELES HEALTHCARE SYSTEM FROM 4/01/2025 - 3/31/2026 **ESTIMATED PURCHASE ORDER*** CYLINDER QUANTITIES ARE ESTIMATED. VENDOR SHALL INVOICE MONTHLY. ESTIMATED MONTHLY COST IS BASED UPON HISTORICAL COSTS OF GASES AND CYLINDER RENTAL EXPENSES. DELIVERY LOCATIONS ARE AS FOLLOWS: WEST LA VA CAMPUS 11301 WILSHIRE BLVD LOS ANGELES, CA 90073-5786 SEPULVEDA VA CAMPUS 16111 PLUMMER STREET NORTH HILLS, CA 91343-2036 BAKERFIELD CBOC 1801 WESTWIND DRIVE BAKERSFIELD,CA 93301 EAST LA CBOC 5426 EAST OLYMPIC BLVD CITY OF COMMERCE, CA 90040 LANCASTER CBOC 340 EAST AVENUE I SUTIE 108 LANCASTER, CA 93535-1941 LA AMBULATORY CARE CENTER 351 EAST TEMPLE STREET LOS ANGELES, CA 90012 SAN LUIS OBISBO CBOC 1288 MORO STREET SUITE 200 SAN LUIS OBISBO, CA 93401 SANTA BARBARA CBOC 4440 CALLE REAL SANTA BARBARA, CA 93110 SANTA MARIA CBOC 1550 EAST MAIN STREET SANTA MARIA, CA 93454 VENTURA VA CLINIC 5250 RALSTON STREET VENTURA, CA 93003 Contract Period: Base POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 325120 - Industrial Gas Manufacturing PRODUCT/SERVICE CODE: 6835 - Medical Gases

LOCAL STOCK NUMBER: 6515

IDIQ CONTRACT FOR DELIVERY OF FILLED MEDICAL CYLINDERS AND PICKUP OF EMPTY MEDICAL CYLINDERS FOR REFILL FROM ALL COMPONENTS/LOCATIONS WITHIN THE VA GREATER LOS ANGELES HEALTHCARE SYSTEM FROM 4/01/2026 - 3/31/2027 **ESTIMATED PURCHASE ORDER*** CYLINDER QUANTITIES ARE ESTIMATED. VENDOR SHALL INVOICE MONTHLY. ESTIMATED MONTHLY COST IS BASED UPON HISTORICAL COSTS OF GASES AND CYLINDER RENTAL EXPENSES. DELIVERY LOCATIONS ARE AS FOLLOWS: WEST LA VA CAMPUS 11301 WILSHIRE BLVD LOS ANGELES, CA 90073-5786 SEPULVEDA VA CAMPUS 16111 PLUMMER STREET NORTH HILLS, CA 91343-2036 BAKERFIELD CBOC 1801 WESTWIND DRIVE BAKERSFIELD,CA 93301 EAST LA CBOC 5426 EAST OLYMPIC BLVD CITY OF COMMERCE, CA 90040 LANCASTER CBOC 340 EAST AVENUE I SUTIE 108 LANCASTER, CA 93535-1941 LA AMBULATORY CARE CENTER 351 EAST TEMPLE STREET LOS ANGELES, CA 90012 SAN LUIS OBISBO CBOC 1288 MORO STREET SUITE 200 SAN LUIS OBISBO, CA 93401 SANTA BARBARA CBOC 4440 CALLE REAL SANTA BARBARA, CA 93110 SANTA MARIA CBOC 1550 EAST MAIN STREET SANTA MARIA, CA 93454 VENTURA VA CLINIC 5250 RALSTON STREET VENTURA, CA 93003 Contract Period: Option 1 POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 325120 - Industrial Gas Manufacturing

IDIQ CONTRACT FOR DELIVERY OF FILLED MEDICAL CYLINDERS AND PICKUP OF EMPTY MEDICAL CYLINDERS FOR REFILL FROM ALL COMPONENTS/LOCATIONS WITHIN THE VA GREATER LOS ANGELES HEALTHCARE SYSTEM FROM 4/01/2027 - 3/31/2028 **ESTIMATED PURCHASE ORDER*** CYLINDER QUANTITIES ARE ESTIMATED. VENDOR SHALL INVOICE MONTHLY. ESTIMATED MONTHLY COST IS BASED UPON HISTORICAL COSTS OF GASES AND CYLINDER RENTAL EXPENSES. DELIVERY LOCATIONS ARE AS FOLLOWS: WEST LA VA CAMPUS 11301 WILSHIRE BLVD LOS ANGELES, CA 90073-5786 SEPULVEDA VA CAMPUS 16111 PLUMMER STREET NORTH HILLS, CA 91343-2036 BAKERFIELD CBOC 1801 WESTWIND DRIVE BAKERSFIELD,CA 93301 EAST LA CBOC 5426 EAST OLYMPIC BLVD CITY OF COMMERCE, CA 90040 LANCASTER CBOC 340 EAST AVENUE I SUTIE 108 LANCASTER, CA 93535-1941 LA AMBULATORY CARE CENTER 351 EAST TEMPLE STREET LOS ANGELES, CA 90012 SAN LUIS OBISBO CBOC 1288 MORO STREET SUITE 200 SAN LUIS OBISBO, CA 93401 SANTA BARBARA CBOC 4440 CALLE REAL SANTA BARBARA, CA 93110 SANTA MARIA CBOC 1550 EAST MAIN STREET SANTA MARIA, CA 93454 VENTURA VA CLINIC 5250 RALSTON STREET VENTURA, CA 93003 Contract Period: Option 2 POP Begin: 04-01-2027 POP End: 03-31-2028

IDIQ CONTRACT FOR DELIVERY OF FILLED MEDICAL CYLINDERS AND PICKUP OF EMPTY MEDICAL CYLINDERS FOR REFILL FROM ALL COMPONENTS/LOCATIONS WITHIN THE VA GREATER LOS ANGELES HEALTHCARE SYSTEM FROM 4/01/2028 - 3/31/2029 **ESTIMATED PURCHASE ORDER*** CYLINDER QUANTITIES ARE ESTIMATED. VENDOR SHALL INVOICE MONTHLY. ESTIMATED MONTHLY COST IS BASED UPON HISTORICAL COSTS OF GASES AND CYLINDER RENTAL EXPENSES. DELIVERY LOCATIONS ARE AS FOLLOWS: WEST LA VA CAMPUS 11301 WILSHIRE BLVD LOS ANGELES, CA 90073-5786 SEPULVEDA VA CAMPUS 16111 PLUMMER STREET NORTH HILLS, CA 91343-2036 BAKERFIELD CBOC 1801 WESTWIND DRIVE BAKERSFIELD,CA 93301 EAST LA CBOC 5426 EAST OLYMPIC BLVD CITY OF COMMERCE, CA 90040 LANCASTER CBOC 340 EAST AVENUE I SUTIE 108 LANCASTER, CA 93535-1941 LA AMBULATORY CARE CENTER 351 EAST TEMPLE STREET LOS ANGELES, CA 90012 SAN LUIS OBISBO CBOC 1288 MORO STREET SUITE 200 SAN LUIS OBISBO, CA 93401 SANTA BARBARA CBOC 4440 CALLE REAL SANTA BARBARA, CA 93110 SANTA MARIA CBOC 1550 EAST MAIN STREET SANTA MARIA, CA 93454 VENTURA VA CLINIC 5250 RALSTON STREET VENTURA, CA 93003 Contract Period: Option 3 POP Begin: 04-01-2028 POP End: 03-31-2029

IDIQ CONTRACT FOR DELIVERY OF FILLED MEDICAL CYLINDERS AND PICKUP OF EMPTY MEDICAL CYLINDERS FOR REFILL FROM ALL COMPONENTS/LOCATIONS WITHIN THE VA GREATER LOS ANGELES HEALTHCARE SYSTEM FROM 4/01/2029 - 3/31/2030 **ESTIMATED PURCHASE ORDER*** CYLINDER QUANTITIES ARE ESTIMATED. VENDOR SHALL INVOICE MONTHLY. ESTIMATED MONTHLY COST IS BASED UPON HISTORICAL COSTS OF GASES AND CYLINDER RENTAL EXPENSES. DELIVERY LOCATIONS ARE AS FOLLOWS: WEST LA VA CAMPUS 11301 WILSHIRE BLVD LOS ANGELES, CA 90073-5786 SEPULVEDA VA CAMPUS 16111 PLUMMER STREET NORTH HILLS, CA 91343-2036 BAKERFIELD CBOC 1801 WESTWIND DRIVE BAKERSFIELD,CA 93301 EAST LA CBOC 5426 EAST OLYMPIC BLVD CITY OF COMMERCE, CA 90040 LANCASTER CBOC 340 EAST AVENUE I SUTIE 108 LANCASTER, CA 93535-1941 LA AMBULATORY CARE CENTER 351 EAST TEMPLE STREET LOS ANGELES, CA 90012 SAN LUIS OBISBO CBOC 1288 MORO STREET SUITE 200 SAN LUIS OBISBO, CA 93401 SANTA BARBARA CBOC 4440 CALLE REAL SANTA BARBARA, CA 93110 SANTA MARIA CBOC 1550 EAST MAIN STREET SANTA MARIA, CA 93454 VENTURA VA CLINIC 5250 RALSTON STREET VENTURA, CA 93003 Contract Period: Option 4 POP Begin: 04-01-2029 POP End: 03-31-2030

B.4 DELIVERY SCHEDULE

12.00

12.00

12.00

12.00

12.00

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

(viii) Name, title, and phone number of 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)

C.2 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers:

Price Only

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of Provision)

C.3 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 4/1/2025 through 3/31/2030.

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

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, 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 $1000.00;

(2) Any order for a combination of items in excess of $3000.00; 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 10 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.5 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 3/31/2030.

(End of Clause)

C.6 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 60 days. 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.7 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

(End of Clause)

C.8 VAAR 852.211-72 TECHNICAL INDUSTRY STANDARDS (NOV 2018)

(a) The Contractor shall conform to the standards established by: as to .

(b) The Contractor shall submit proof of conformance to the standard. This proof may be a label or seal affixed to the equipment or supplies, warranting that the item(s) have been tested in accordance with the standards and meet the contract requirement. Proof may also be furnished by the organization listed above certifying that the item(s) furnished have been tested in accordance with and conform to the specified standards.

(c) Offerors may obtain the standards cited in this provision by submitting a request, including the solicitation number, title and number of the publication to:

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

(End of Clause) C.9 VAAR 852.246-73 NONCOMPLIANCE WITH PACKAGING, PACKING AND/OR MARKING REQUIREMENTS (OCT 2018) Failure to comply with the packaging, packing and/or marking requirements indicated herein, or incorporated herein by reference, may result in rejection of the merchandise and request for replacement or repackaging, repacking, and/or marking. The Government reserves the right, without obtaining authority from the Contractor, to perform the required repackaging, repacking, and/or marking services and charge the Contractor at the actual cost to the Government for the same or have the required repackaging, repacking, and/or marking services performed commercially under Government order and charge the Contractor at the invoice rate. In connection with any discount offered, time will be computed from the date of completion of such repackaging, repacking and/or marking services.

(End of Clause)

C.10 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 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days 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.11 VAAR 852.212-71 GRAY MARKET AND COUNTERFEIT ITEMS (FEB 2023)

(a) No used, refurbished, or remanufactured supplies or equipment/parts shall be provided. This procurement is for new Original Equipment Manufacturer (OEM) items only.