36C26225Q0393_1.docx

36C26225Q0393

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

600-25-3-080-3222

Oliveros, Victor 818-632-4370 02-18-2025 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

VA LONG BEACH HEALTH CARE SYSTEM

5901 E 7th Street Long Beach CA 90822 36C262

NCO 22

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

Department of Veterans Affairs Financial Services Center (FSC) Submit invoices electronically to:

https://www.tungsten-network.com Tungsten support: 1-877-489-6135

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, technically acceptable offer.

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

This is a Base plus four (4) Option Year Contract Period of Performance Base: 4/1/2025 - 3/31/2026 Option YR 1: 4/1/2026 - 3/31/2027 Option YR 2: 4/1/2027 - 3/31/2028 Option YR 3: 4/1/2028 - 3/31/2029 Option YR 4: 4/1/2029 - 3/31/2030 Submit the enclosed SF 1449 via email victor.oliveros@va.gov

NLT 2/18/2025 15:00 PT

See CONTINUATION Page 600-3650160-080-820100-2631 010044143

Anthony Dela Cruz

VA-VHA-RPOW-2024-0101

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 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 to:

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

1. Background Background This acquisition is for the repetitive delivery of various medical gases for the VA Long Beach Healthcare System (VALBHS), 5901 E. 7th St, Long Beach, CA 90822. This will support patient care and clinical activities at the VA Long Beach as well as all the Community Base Out-Patient Clinics (CBOC) in Los Angeles and Orange Counties. The contractor or sub-contractor shall pick up “Customer Owned” and “Rental” contractor-owned empty cylinders located in the Supply Chain Service cylinder cage and in the hallway marked “Empty Cylinders” gas cage, any clinic deliveries in the VALB as well as OPC(s) in CBOC Placentia, Laguna Hills, Santa Ana, Santa Fe Springs 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. Tamper evident seals will be placed on all tanks without installed regulators. This also includes gas deliveries to specialty care clinics in the VA Long Beach and CBOC(s) as needed. The contractor or sub-contractor shall furnish all labor and materials needed to complete the work at no cost to the VA Long Beach except as outlined in the contract. This is a Supply contract.

2. Scope The contractor will appear in person for a site visit upon awarding of the contract as well as approximately six months after the start of the contract to inspect all delivery points.

contractor shall sign in and out of the facility with VA Long Beach warehouse staff and, as required, with the VALB Police when duties require more than direct deliveries or in accordance with VALB Policies. The 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 VA Long Beach and Community Base Out-Patient Clinics. Main facility is 24 hours operation.

2.1 Product Regulation & Standards for Medical Gas and Bulk Oxygen

2.1.1 All medical gases shall conform to specifications prescribed in the United States Pharmacopeia and the National Formulary. All medical gas manufacturers and fillers of medical gases shall be registered with the FDA; and all medical gases shall be manufactured, processed, packed, transported, and stored according to the following FDA's Current Good Manufacturing Practice (CGMP) regulations and Title 21, Code of Federal Regulations, Parts 210, 211 and 201 for labeling:

Page 3 of 9 A. 29 CFR 1910.104 OSHA Standards for the installation of bulk oxygen systems on industrial and institutional consumer premises B. 49 CFR – Transportation C. Federal Food, Drug, and Cosmetic Act, Chapter V D. NFPA 55: Standard for Compressed Gases and Cryogenic Fluid Code, 2010 Edition E. NFPA 99: Standard for Health Care Facilities, 2005 Edition F. U.S.P. 23: US Phramcopoeia & National Formulary – current edition Density data and volume measurement equivalents published in (Bulk) 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

2.1.2 In addition, the following specifications are incorporated into the solicitation and resulting contracts: a. Federal Specification BB-A-10348, Air, Compressed, for Breathing Purposes, dated 20-Dec 1985 b. Federal Specification BB-C-101 B, Carbon Dioxide (CO2) Technical and USP, dated 15-Apr 1971 c. Compressed Gas Association (CGA) Publications G-7 — Compressed Air for Human Respiration, dated 8/4/03, and ANSI/CGA G-7.1 — Commodity Specification for Air, dated 8/2704.

2.1.3 All products, equipment and services provided under the contract awarded under this solicitation shall be in compliance with all applicable Federal, state, and local regulations, unless otherwise stated.

3. Specific Tasks

3.1 Task 1 - Enterprise Management Controls.

3.1.1 Subtask 1 - Integration Management Control Planning. Provide the technical and functional activities at the required level for integration of all tasks specified within this SOW.

Include productivity and management methods such as quality assurance, progress/status.

reporting and program reviews. Provide the centralized administrative, clerical, documentation.

and related functions.

3.1.2 Subtask 2 - Contract Management. Prepare a Contract Management Plan describing the technical approach, organizational resources, and management controls to be employed to meet the cost, performance, and schedule requirements throughout Contract execution. Provide a monthly status report monitoring the quality assurance, progress/status reporting and program reviews applied to this contract.

Deliverables: Contract Management Plan Monthly Status Report Deliverables: Medical Gas Delivery

The Contractor shall arrive at the VA Long Beach from 7am to 11am on Tuesday and Thursday of each week. Dock is utilized by multiple services like Kitchen, Eng for Construction trucks, Mailroom, etc. Distribution area is 24 hours operation and delivering at the time window is crucial for the operation of the Medical Distribution to prevent delays due to multiple offices utilizing the docks during the daytime operation. Delivery window is 4 hours from time of confirmation.

The Contractor shall:

· pick up empty customer owned cylinders for refill.

· pick up contractor owned cylinders for refill.

· deliver any filled, requested, contractor owned cylinders.

· deliver refilled customer owned cylinders. (None of the Cylinders are owned by the VA.)

Delivery locations:

Location Items to be delivered POC Contact Phone VA LONG BEACH HEALTH CARE SYSTEM – 5901 E 7TH STREET, Long Beach, CA. 90822 Gas Cage behind building 7 adjacent to the Most normal deliveries point of contact Jorge Delgado.

(562) 826-8000 extension 16223

(562) 826-8000 Dietetics dock Jorge.Delgado@va.gov Jorge Delgado; Jorge.Delgado@va.gov (562) 826-8000 extension 16223

Community Living Center West building.

133 Room W7B Medical Air x 3 Size “H” Medical Oxygen x 3 Size “H” Ask charge nurse at nursing station for access to room.

Community Living Center East building.

133 Room E7B Medical Air x 3 Size “H” Medical Oxygen x 3 Size “H” Ask charge nurse at nursing station for access to room.

Dermatology Clinic – building

OP126 ROOM

W156 Refill and provide service for 2 Dewar Liquid Nitrogen cylinders.

Primary Care Clinic – Second Floor building Refill and provide service for 1 Dewar Liquid Nitrogen cylinder.

Primary Care Clinic – First Floor building Note: The current vendor is delivering to multiple locations. Technicians are not qualified to handle gases to deliver to CBOCs; therefore, delivery to CBOCs is required. There has not been an emergency for CBOC locations within the past 5 years; however, the emergency timeframe is for when the vendor must respond to the emergency order – delivery must occur by the next day. The Government will not sign off on releasing the Contractor from liability regarding delivery of gas supply to an internal location within the VA.

Refill and provide service for 1 Dewar Liquid Nitrogen cylinder.

CBOC(s):

CBOC Refill and provide service for 1 Dewar Liquid Nitrogen cylinder.

4. Performance Monitoring The COR will monitor and evaluate Contractor’s performance on a quarterly basis to ensure that Contractors’ performance is in accordance with the contract. The COR will also notify the Contracting Officer immediately if there is any major issue(s) that arises affecting the performance of the contract.

5. Security Requirements All contractor personnel are required to wear identification (I.D.) badges during the entire time they are at VA Long Beach 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.

6. Period of Performance.

Base: 4/1/2025 - 3/31/2026 Option 1: 4/1/2026 - 3/31/2027 Option 2: 4/1/2027 - 3/31/2028 Option 3: 4/1/2028 - 3/31/2029 Option 4: 4/1/2029 - 3/31/2030

7. Licensing and Certification Contractor will adhere to all local, state, and federal regulations involving compressed gases.

8. Insurance 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. 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.

9. Contractor Owned Equipment:

All equipment and materials required to perform on the contract shall be provided by the contractor. Non-Government owned equipment shall be installed, inspected, inventoried, and maintained by the Contractor at the Contractor’s expense (i.e., all installation, inspection, inventory, and maintenance costs shall be included in the contract’s monthly equipment rental fee for the applicable facility.) Non-Government owned equipment shall be kept in good operating condition and appearance, in accordance with applicable regulations, standards and normal good practices. Contractor shall be provided reasonable access to all Medical Gases storage areas for this purpose.

3.1 Lost or Damaged Contractor-Owned Cylinders – Loss of Use (LOU) 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.

3.2 Joint Inventory of Contractor-Owned Cylinders

The VA and the Contractor shall perform an annual, on-site inventory, of all contractors provided cylinders to verify the amounts of cylinders in use. This task is to be completed at the beginning of the contract and annually thereafter. VAMCSD will coordinate the taking of this inventory with the Contractor. Contractor representative(s) shall participate on-site in the annual inventory audit with the designated VA personnel. VA is responsible for obtaining access to all pertinent areas for the purpose of counting existing contractor provided cylinders at the specific VA facility.

3.2.1 After the annual inventory audit (this pertains to the 2nd annual audit approximately at or around Option Year exercising), if more cylinders are found than indicated on the annual joint inventory of cylinders, the inventory count shall be increased to that number and shall be the value going forward until next annual joint inventory is taken.

3.2.2 After the annual joint inventory audit, if less cylinders are found than indicated on the previous annual joint inventory of cylinders, the inventory count shall be decreased to that number and shall be the value going forward until next annual joint inventory is taken. LOU cylinders quantity and type shall be removed from the annual joint inventory of cylinders only after a separate Purchase Order has been issued by the Contracting Office and invoice and payment has occurred. To receive payment for LOU items, Contractor must submit an LOU quote to the Contracting Office. Purchase Order will be executed upon agreement by Contracting Officer and Contractor (See Section 3.1).

3.2.3 Once the VA pays the LOU invoice for unaccounted cylinders, those cylinders become VA property (Only pertaining to section 3.2.1).

10. Installation of Non-Government Owned Equipment

a. Unless otherwise directed by the using facility, non-Government owned equipment shall be installed by the effective date of the contract No Exceptions; provided: If the Contractor’s equipment replaces equipment already in use, the Contractor shall be allowed a maximum of ninety days after receipt of notice of award to complete installation. the exchange of equipment shall be accomplished without interruption of gas supply to the using facility.

b. If Contractor subcontracts to vendor currently servicing facility and no exchange of equipment applies, it will be the sole responsibility of the Contractor to inventory such equipment. Contractor/Subcontractor installed equipment shall remain the property of the Contractor/Subcontractor and shall be removed upon termination of the contract, when directed by the ordering facility and in full cooperation with the succeeding Contractor so as to avoid interruption of gas supply.

4.3 To permit orderly transition from one Contractor to another, the Contractor shall continue to honor the contract’s monthly equipment rental fee and Medical Gases contract price for a maximum of ninety days beyond the scheduled expiration of the contract period, unless transition from one Contractor to another is completed prior to the ninety-day transition period. For any partial month, the Contractor shall prorate the monthly equipment rental fee accordingly. The Contractor shall continue to provide and maintain its equipment during this transition period.

4.4 No guarantee is given or implied that data included in the Schedule of Supplies and Services regarding Non-Government owned equipment currently located at the facilities is complete and accurate as to the factors affecting the cost of furnishing and installing the required non-Government owned tanks and appurtenances. Offerors are strongly encouraged to visit the facility site prior to submitting a quote and take other steps as may be reasonably necessary to ascertain the nature and location of the work, and the general and local conditions which can affect the work or the cost thereof. Failure to do so shall not relieve offerors from the responsibility of estimating properly the difficulty and cost of successfully performing the work. Site visits may be arranged by contacting the COR designated in the solicitation Schedule of Supplies and Services.

11. Billing/Invoicing:

(1) Invoices will be submitted quarterly in arrears electronically to https://portal.tungsten-network.com

12. Response and Delivery Times:

Missed Deliveries:

(a) Missed Delivery Reported by Contractor/Subcontractor Notification – Any missed delivery will be reported by Contractor to VAMCSD within 24 hours.

(b) Missed Delivery Reported by VAMCSD to Contractor Delivery –Missed deliveries reported by VAMCSD to Contractor will be delivered within 24 hours from time of notification.

a. Emergent Response – An Emergency request for gases will be responded to within 2 hours. Stating the time and location of expected delivery.

b. Emergent Deliveries - Deliveries made on an Emergent basis will be within 4 hours from time of Contractor response.

13. Performance Monitoring.

The COR will monitor and evaluate Contractor’s performance as well as invoicing proficiency on a quarterly basis to ensure that Contractor’s performance and invoicing is in accordance with the contract. The COR will also notify the Contracting Officer immediately if there is any major issue(s) that arises affecting the performance of the contract.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Supply medical cylinder gases for Main Hospital and CBOCs.

Contract Period: Base POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 325120 - Industrial Gas Manufacturing PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

Supply medical cylinder gases for Main Hospital and CBOCs.

Contract Period: Option 1 POP Begin: 04-01-2026 POP End: 03-31-2027

PRODUCT/SERVICE CODE: 6835 - Medical Gases

Supply medical cylinder gases for Main Hospital and CBOCs.

Contract Period: Option 2 POP Begin: 04-01-2027 POP End: 03-31-2028

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

Supply medical cylinder gases for Main Hospital and CBOCs.

Contract Period: Option 3 POP Begin: 04-01-2028 POP End: 03-31-2029

Supply medical cylinder gases for Main Hospital and CBOCs.

Contract Period: Option 4 POP Begin: 04-01-2029 POP End: 03-31-2030

B.4 DELIVERY SCHEDULE

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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 30 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.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(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 30 days; 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 comply with requirements in VAAR…