RFQ_36C77025Q0193.docx

36C77025Q0193

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

NCO 15 Contracting Ofc - CMOP Multiple Sites

05-16-2025 Kelley Cunningham 913-946-1975 05-29-2025

3PM

CDT

36C770 Department of Veterans Affairs NCO 15 Contracting Ofc - CMOP 3450 S. 4th St. Trafficway

Leavenworth KS 66048-5012

X

326140 1000 Employees

N/A

Lancaster (Dallas) and Leavenworth CMOPs Please see Delivery Schedule

36C770 Department of Veterans Affairs NCO 15 Contracting Ofc - CMOP 3450 S. 4th St. Trafficway

Leavenworth KS 66048-5012

FSC

PO Box 149971 Austin TX 78714-8971

See CONTINUATION Page IDIQ for Coolers in a box and Frozen Gel Packs Solicitation packages - email to kelley.cunningham@va.gov Schedule of items must be returned in excel format, attached

Please see Section B regarding details for this procurement.

Quotes shall be deemed non-compliant if all items are not received.

Solicitation packages shall include:

1. RFQ cover page SF 1449, signed.

2. Pricing Schedule excel quote spreadsheet.

3. TAA Certificate - Section E completed and returned.

4. Cooler samples as stated within SOR sent to both Lancaster and Leavenworth CMOPs for technical review.

5. Frozen gel packs sent to Lancaster CMOP; sample may be sent ambient temperature for technical review.

6. Direct OEM authorized dealer, distributor, or reseller documentation IAW VAAR 852.212-71.

Multiple Single Awards may be made or One Single Award for both CMOP locations.

See CONTINUATION Page

TBD

Kelley Cunningham

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 36C770 Kelley Cunningham

NCO 15 Contracting Ofc - CMOP 3450 S. 4th St. Trafficway Leavenworth KS 66048-5012

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.

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

B.2 STATEMENT OF REQUIREMENTS

Coolers in a box and Frozen Gel Packs Department of Veterans Affairs Consolidated Mail Outpatient Pharmacy (CMOP) Leavenworth and Lancaster (Dallas) CMOPs

The Department of Veterans Affairs (VA), Consolidated Mail Outpatient Pharmacy (CMOP) has an immediate need for coolers in a box and frozen gel packs for Leavenworth and Lancaster (Dallas) CMOPs. These coolers and frozen gel packs are used for shipping temperature sensitive medications to Veteran patients.

Salient Characteristics:

1. Dimensions. Product must match required Minimum Inside Dimension (ID) and Maximum Outside Dimension (OD). Any product that does not meet specified dimensions is not acceptable.

2. Box Certificate. Shipping boxes must meet minimum certification standard: psi burst limit, edge crush test, size limit, gross weight limit. Any product that fails to provide certification of the required standard will not be considered acceptable.

3. Special characteristics. Characteristics include anti-static, glue, perorated, matte surface, non-toxic, triple layers, interlocking seals, etc. Items that have special characteristics must match the requirement or the product is not acceptable.

4. Outside box must have the word “Refrigerate Upon Arrival” to aid in delivery and storage in the home.

5. Box will be either 32ECT or 200# Mullen that are interchangeable and be able to maintain 65 lbs. Corner Crush Test. “Refrigerate Upon Arrival" stenciled in bold black ink with a minimum size of "1" letters placed on the top of the box. The bottoms of the box taped, sealed, (weather resistance 3-inch tape shall be equivalent to 3M Stock # 7010374001) and ready for use.

Delivery Locations:

VA CMOP Leavenworth – 760 5000 South 13th St.

Leavenworth, KS 66048-5580

If awarded prior to 760’s move to Shawnee, Leavenworth will need skids to be less than 73” H. This measurement also includes the skid/pallet.

VA CMOP Shawnee – 760 23501 W. 84th St.

Shawnee, KS 66227

If awarded after 760’s move to Shawnee, Leavenworth will need skids to be less than 79” H. This measurement also includes the skid/pallet.

VA CMOP Lancaster (Dallas) – 763 2962 S. Longhorn Drive Lancaster, TX 75134-2118

Delivery Schedule: Identified in the table below.

Specifications of Items:

Leavenworth CMOP:

Small cooler, styrofoam in a box, Maximum OD=12x10.5x11, Minimum OD=10.75 X 8.75 X 7.75 Maximum ID=8X9X7.5 Minimum ID=7 x 5.75 x 4.5, lid and wall thickness 1.5"

Medium Cooler, styrofoam in a box, Maximum OD=11.5 x 9.5 x 12.5, Minimum OD=10.5 X 8.5 X 10, Maximum ID=8.75X 8.25 X 6.75 Minimum ID=7.75 X 5.75 X 5, lid and wall thickness 1.5"

Large Cooler, Styrofoam in a box, Maximum OD=18x15x11, Minimum OD=15.5 X 13.5 X 8.75 Maximum ID= 15X12X8 Minimum ID= 13X10X5, lid and wall thickness 1.5"

Lancaster (Dallas) CMOP:

Small cooler, styrofoam in a box, Maximum OD=11x9x7.25, Minimum ID=8x6x4.25, wall thickness 1.5"

Medium Cooler, styrofoam in a box, Maximum OD=11x9x10, Minimum ID=8x6x7, wall thickness 1.5"

Large Cooler, Styrofoam in a box, Maximum OD=19x15.5x15, Minimum OD=18.25x 13.38x 12.38 Maximum ID= 15.25X12.33X12 Minimum ID= 15.25X 10.38X9.38, wall thickness 1.5"

Weekly deliveries: average 500 cases or 36000 each/ per week. (Partial delivery Monday and partial delivery Wednesday-FROZEN)

Testing: Testing of samples will be required. Any samples submitted for consideration will not be returned and will remain the property of the VA. All costs associated with submitting the above products are the responsibility of the contractor.

*All product samples will be evaluated on a pass/fail basis to ensure compliance with the minimum requirements in the Statement of requirements (SOR) to include, size, construction material used and the ability to maintain temperature. Contractors whose product samples failed to meet the minimum requirements of the SOR will be rejected and will receive no further consideration.

*One sample of each size for the specific CMOP location is required for cursory review to assure lid closes properly; doesn’t impede on the amount of product that can go into cooler; prescription labels adhere and are not easily removed; Outside box contains the words “Perishable” to aid in delivery and storage in the home.

*The Contractor shall provide written instructions on how to pack the container. Consideration will be given to the ease of pack out measured in the number of minutes required and materials required for assembly. Universal pack outs that do not require seasonal adjustments will also be taken into consideration.

*Gel Pack samples may be shipped ambient temperature for technical review only due to lead time of frozen gel packs.

*ALL SAMPLES MUST BE RECEIVED BY CLOSE OF REQUEST FOR QUOTES. ALL SAMPLES SHALL BE MARKED CLEARLY WITH VENDOR INFORMATION AND SOLCITATION NUMBER.

Deliver Leavenworth samples to the address below with ATTN: DIANE NOLTING 760- LEAVENWORTH CMOP COOLER SAMPLES. Please ensure your company’s name and RFQ number is listed on packing slip if shipped directly from manufacturer.

VA CMOP Leavenworth 5000 S. 13th Street Leavenworth, KS 66048

Deliver Lancaster (Dallas) samples to the address below with ATTN: KRISTI PENDLEY 763- LANCASTER CMOP COOLER AND/OR GEL PACK SAMPLES. Gel Pack samples may be shipped ambient temperature for technical review only due to lead time of frozen gel packs. Please ensure your company’s name and RFQ number is listed on packing slip if shipped directly from manufacturer.

Department of Veterans Affairs VA CMOP Lancaster (Dallas) 2962 S. Longhorn Drive Lancaster, TX 75134-2118

Scope:

a) Vendor shall provide coolers and gel packs to the CMOP as stated in the Statement of Requirements. The supplies will be used to prepare and mail Veteran patient prescriptions in durable, secure, quality products.

b) Products will need to function properly. Exchanges and/or refunds will be required for any product that does not function as needed. Defective product must be picked up within one (1) business days due to limited storage space within the CMOP. Credit for returned goods shall be made within 5 business days.

c) Deliveries will need to be made daily to Leavenworth and two to three times weekly for Lancaster (Dallas). The vendor must be able to make on time deliveries and be able to adjust these deliveries to meet the changing production requirements.

d) The Vendor must be able to meet the quantity requirements of each item for the facility without delays. Emergency orders shall be delivered within 1 business days after receipt of an order. Fluctuations in workload can occur and the CMOP's usage of these products may sometimes double in a short period of time. Therefore, the vendor shall carry sufficient inventory to be able to complete large emergency orders. By establishing an IDIQ, the vendor guarantees to provide an uninterrupted source of the established items from which to satisfy the Government’s requirements for the effective period of the awarded IDIQ.

e) The Government is obligated only to the extent of authorized purchases made under the IDIQ.

f) The quantities listed in the pricing schedule are only estimated for a six month period and are not considered a minimum or maximum. These estimates do not create any obligation to purchase any specified amount under this contract, and the Government will only be obligated to make payment for supplies requested and received in the quantities and quality requested.

g) The Contractor shall provide written instructions on how to pack the container. Consideration will be given to the ease of pack out measured in the number of minutes required and materials required for assembly. Universal pack outs that do not require seasonal adjustments will also be taken into consideration.

Notice of Individuals authorized to purchase under the IDC:

A Contracting Officer may designate representatives and alternate representatives to place orders against this IDC. Individuals will be delegated in writing. The CO will furnish the contractor with the names of individuals delegated OO authority by separate letter upon issuance of the contract or agreement. When COs appoint OOs after award, the CO will furnish the contractor with an updated list of individual OOs authorized to place orders against the contract or agreement. OOs may not negotiate contract terms and conditions, determine price reasonableness, or determine best value. OOs are responsible for issuing and administering orders placed under the contract or agreement identified in the appointment letter. OOs do not have the authority to modify any of the terms and conditions in the contract or agreement. The CO must approve any changes in or deviations from the terms and conditions of the contract or agreement in writing prior to placing orders invoking those terms and conditions. The contractor must accept orders against the contract or agreement only from the CO or authorized OOs and fulfilling orders from persons other than the CO or OO may result in an unauthorized commitment. Orders will be placed via Electronic Data Interchange (EDI) if possible. If the vendor cannot set up EDI, specific ordering procedures will be modified into the contract after award.

B.3 PRICE/COST SCHEDULE

CONTRACT MINIMUM AND MAXIMUM: There is likelihood that the volume may change, upward or downward, although total change cannot be estimated due to the type and fluctuation of throughput demands. Therefore, it is impossible to determine the exact quantities that will be required during the contract term, nor the quantities that may be required by either CMOP site.

ESTIMATED QUANTITIES: The quantities listed in the Price Schedule below are six (6) month estimates only and are not to be considered a minimum or maximum. These estimates do not create any obligation to purchase any specified amount of supplies under this contract, and the Government will only be obligated to make payment for supplies requested and received in the quantities and the quality requested.

In accordance with FAR Clause 52.216-22, Indefinite Quantity, the guaranteed minimum award amount for the IDIQ contract is $10,000.00 at the time of award. The maximum aggregate value of orders that can be placed under an IDIQ contract is $3.7M. The Government does not guarantee that it will place any orders under a contract in excess of the guaranteed minimum awarded amount.

ORDERING: Task Orders will be placed by appointed Ordering Officers. Ordering Officers(OO) will be designated at each site to place orders for their specific site only for the not to exceed (NTE) amount of $250K per order.. Task Orders shall govern/articulate scheduling procedures.

ITEM INFORMATION

Small cooler, styrofoam in a box, Maximum OD=12x10.5x11, Minimum OD=10.75 X 8.75 X 7.75 Maximum ID=8X9X7.5 Minimum ID=7 x 5.75 x 4.5, lid and wall thickness 1.5"""

PRINCIPAL NAICS CODE: 326140 - Polystyrene Foam Product Manufacturing PRODUCT/SERVICE CODE: 8145 - Specialized Shipping and Storage Containers

MANUFACTURER PART NUMBER (MPN):

Medium Cooler, styrofoam in a box, Maximum OD=11.5 x 9.5 x 12.5, Minimum OD=10.5 X 8.5 X 10, Maximum ID=8.75X 8.25 X 6.75 Minimum ID=7.75 X 5.75 X 5, lid and wall thickness 1.5"""

PRINCIPAL NAICS CODE: 326140 - Polystyrene Foam Product Manufacturing

Large Cooler, Styrofoam in a box, Maximum OD=18x15x11, Minimum OD=15.5 X 13.5 X 8.75 Maximum ID= 15X12X8 Minimum ID= 13X10X5, lid and wall thickness 1.5"""

PRINCIPAL NAICS CODE: 326140 - Polystyrene Foam Product Manufacturing

Small cooler, styrofoam in a box, Maximum OD=11x9x7.25, Minimum ID=8x6x4.25, wall thickness 1.5"""

PRINCIPAL NAICS CODE: 326140 - Polystyrene Foam Product Manufacturing

Medium Cooler, styrofoam in a box, Maximum OD=11x9x10, Minimum ID=8x6x7, wall thickness 1.5"" "

PRINCIPAL NAICS CODE: 326140 - Polystyrene Foam Product Manufacturing

Large Cooler, Styrofoam in a box, Maximum OD=18.25""x13.38""x12.38"", Minimum ID=15.25"" x10.38"" x9.38"", wall thickness 1.5"""

PRINCIPAL NAICS CODE: 326140 - Polystyrene Foam Product Manufacturing

8 oz gel pack, frozen 72 per case/50 cases per pallet

PRINCIPAL NAICS CODE: 326140 - Polystyrene Foam Product Manufacturing

B.4 DELIVERY SCHEDULE

5000 S. 13th Street Leavenworth, KS 66048 5580

USA

270,000.00

5000 S. 13th Street Leavenworth, KS 66048 5580

40,000.00

5000 S. 13th Street Leavenworth, KS 66048 5580

5,500.00

2962 S. Longhorn Drive Lancaster, TX 75134 2118

309,000.00

2962 S. Longhorn Drive Lancaster, TX 75134 2118

19,200.00

2962 S. Longhorn Drive Lancaster, TX 75134 2118

2,880.00

2962 S. Longhorn Drive Lancaster, TX 75134 2118

12,000.00

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) 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 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

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 Effective Date of Award through the end of the contract, which is anticipated to be six (6) months.

(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 $50.00, 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 $250,000.00;

(2) Any order for a combination of items in excess of $250,000.00; or

(3) A series of orders from the same ordering office within seven (7) calendar 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 two (2) 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 the time specified in the order provided that, any delays are considered an “excusable” delay IAW 52.212-4(f).

(End of Clause) C.6 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 ten (10) days. 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.7 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

C.8 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. No gray market items shall be provided. Gray market items are OEM goods intentionally or unintentionally sold outside an authorized sales territory or sold by non-authorized dealers in an authorized sales territory.

(b) No counterfeit supplies or equipment/ parts shall be provided. Counterfeit items include unlawful or unauthorized reproductions, substitutions, or alterations that have been mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified item from the original manufacturer, or a source with the express written authority of the original manufacturer or current design activity, including an authorized aftermarket manufacturer. Unlawful or unauthorized substitutions include used items represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics.

(c) Vendor shall be an OEM, authorized dealer, authorized distributor, or authorized reseller for the proposed equipment/system, verified by an authorization letter or other documents from the OEM. All software licensing, warranty and service associated with the equipment/system shall be in accordance with the OEM terms and conditions.

(End of Clause) C.9 VAAR 852.219-70 VA SMALL BUSINESS SUBCONTRACTING PLAN MINIMUM REQUIREMENTS (JAN 2023) (DEVIATION)

(a) This clause does not apply to small business concerns.

(b) If the offeror is required to submit an individual subcontracting plan, the minimum goals for award of subcontracts to certified service-disabled veteran-owned small business and certified veteran-owned small business SDVOSB/VOSB shall be at least commensurate with the Department’s annual SDVOSB/VOSB subcontracting goals.

(c) For a commercial plan, the minimum goals for award of subcontracts to SDVOSB/ VOSB shall be at least commensurate with the Department’s annual service-disabled veteran-owned small business and veteranowned small business subcontracting goals for the total value of projected subcontracts to support the sales for the commercial plan.

(d) To be credited toward goal achievements, SDVOSB/VOSBs must be certified and listed in the SBA certification database at https://veterans.certify.sba.gov/ (see 13 CFR 128) and be otherwise eligible in accordance with SBA size standards for the acquisition and limitations on subcontracting requirements set forth in SBA regulations (see 13 CFR 121, 125 and 128).A contractor may reasonably rely on a subcontractor’s status as shown in the SBA certification database as of the date of subcontract award, provided the contractor retains records of the results of the SBA certification database query.

(e) The Contractor shall annually submit a listing of SDVOSB/VOSB (for which credit toward goal achievement is to be applied) for review by personnel in the Office of Small and Disadvantaged Business Utilization. Use VA Form 0896A, Report of Subcontracts to Small and Veteran-Owned Business.

(f) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.10 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.11 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.12 VAAR 852.246-71 REJECTED GOODS (OCT 2018)

(a) Supplies and equipment. Rejected goods will be held subject to Contractor’s order for not more than 15 days, after which the rejected merchandise will be returned to the Contractor’s address at the Contractor’s risk and expense. Expenses incident to the examination and testing of materials or supplies that have been rejected will be charged to the Contractor.

(b)…