25-AP-2960 C03. 36C26325P0808_Redacted.pdf

CONTINUATION OF PURCHASE CARD ORDER NUMBER: 636A8-R5D225

Department of Veterans Affairs - Prosthetic Authorization for Items or Services

1. Name and Address of Vendor:

PROAIM AMERICAS LLC

16024 MANCHESTER ROAD

SUITE 200

SAINT LOUIS, MISSOURI 63011

844-467-7624 314-330-5681

2. Name and Address of VA Facility:

601 Highway 6 West Iowa City, IA 52246 319-338-0581 x6309

IOWA CITY (636A8/121)

4. Date of Authorization:

JUN 02, 2025

3. Veteran: (Last, First, MI)

Description Quantity Ordered

Unit Unit Price

Amount

15. DESCRIPTION OF ITEMS OR SERVICES AUTHORIZED

Item Number

1 OPTIMIZER SMART MINI CCM PULSE GENERATOR 10-

B501-3-XX Serial Number: A06460 Model: CCM- X11

EA 27040.00 $27,040.001

2 CREDIT CARD FEE EA 676.00 $676.001

Version: 2.1.0Page 3 of 4

T-1

Department of Veterans Affairs Veterans Health Administration Washington, DC 20420

VHA DIRECTIVE 1081.01

Transmittal Sheet October 29, 2018

PROCUREMENT OF SURGICAL IMPLANTS UNDER 38 U.S.C. 8123

1. REASON FOR ISSUE: To authorize Veterans Health Administration (VHA) to exercise limited use of Title 38 United States Code (U.S.C.) 8123 to execute alternative procedures for the purchase of surgical implants.

2. SUMMARY OF CONTENT: This directive establishes policy and responsibilities for managing the procurement of surgical implants under 38 U.S.C. 8123. Further, this directive defines limitations on the use of the authority when purchasing surgical implants.

3. RELATED ISSUES: VHA Directive 1048, Prosthetic and Sensory Aids Service Specific Purpose Funding, dated July 30, 2014, or subsequent policy. VHA Directive 1081, Procurement Process for Individual Prosthetic Appliances and Sensory Aids Devices Above the Micro-Purchase Threshold, dated March 25, 2014, or subsequent policy.

4. RESPONSIBLE OFFICE: The Office of VHA Prosthetic and Sensory Aids Service and the Office of VHA Procurement and Logistics are responsible for the content of this directive. Questions may be referred to mailtovhapsasadmin@VA.gov.

5. RESCISSION: None.

6. RECERTIFICATION: This VHA directive is scheduled for recertification on or before the last working day of October 2023. This VHA directive will continue to serve as national VHA policy until it is recertified or rescinded.

Richard A. Stone, M.D.

Executive in Charge

NOTE: All references herein to VA and VHA documents incorporate by reference subsequent VA and VHA documents on the same or similar subject matter.

DISTRIBUTION: Emailed to the VHA Publications Distribution List on October 29, 2018.

October 29, 2018 VHA DIRECTIVE 1081.01 i

CONTENTS

PROCUREMENT OF SURGICAL IMPLANTS UNDER 38 U.S.C. 8123

1. PURPOSE

2. BACKGROUND

3. DEFINITIONS

4. POLICY

5. RESPONSIBILITIES

6. DEVELOPMENT OF VHA BUSINESS PROCESSES (See Appendix B)

7. TRAINING REQUIREMENTS

9. REFERENCES

APPENDIX A

DELEGATION OF AUTHORITY TO IMPLEMENT 38 UNITED STATES CODE (U.S.C.)

8123, PROCUREMENT OF PROSTHETIC APPLIANCES ..........................................A-1

APPENDIX B

PROCUREMENT OF SURGICAL IMPLANT PROCESS .............................................B-1

PROCUREMENT OF SURGICAL IMPLANTS UNDER 38 U.S.C. 8123

1. PURPOSE

This Veterans Health Administration (VHA) directive establishes policy, procedures, and responsibilities to use Title 38 United States Code (U.S.C.) 8123 authority for the procurement of surgical implants, without regard to any other provision of law.

NOTE: 38 U.S.C. 8123 authority will not be used to order surgical implants for inventory or to procure non-implant prosthetic appliances and sensory aids devices. See VHA Directive 1081, Procurement Process for Individual Prosthetic Appliances and Sensory Aids Devices Above the Micro-Purchase Threshold, dated March 25, 2014. This directive does not address responsibilities for management of surgical implantable devices.

2. BACKGROUND

a. On October 5, 2017, the Secretary of VA delegated section 8123 authority to the Under Secretary for Health (see Appendix A). This authority allows VHA to procure prosthetic appliances and necessary related services without regard to any other provision of law, including those requirements and limitations in the VA Acquisition Regulations (VAAR), 48 CFR parts 801 through 899, and Federal Acquisition Regulations (FAR), 48 CFR parts 1 through 99. Thus, the authority established in section 8123 precludes the application of any conflicting requirements imposed on VA by Federal procurement statutes or regulations.

b. Pursuant to this delegation of authority, responsible officials are expected to ensure procurement of surgical implants in VHA is efficient, effective, and provides timely access to quality patient care. Officials will develop detailed processes and documented internal controls that minimize risk to the surgical implant procurement process under the section 8123 authority. As compliance issues or new risks are identified, responsible officials will be accountable for implementing effective corrective actions or additional processes and internal controls.

3. DEFINITIONS

a. Specialty Service. For purposes of this directive, Specialty Service means any service with responsibility for prescribing and implanting surgical implants, specifically Cardiac Surgery, Thoracic Surgery, General Surgery, Gynecology, Neurosurgery, Ophthalmology, Orthopedic Surgery, Otolaryngology, Plastic Surgery, Podiatry, Urology, Vascular Surgery, Cardiology, Dental, Dermatology, Gastrointestinal, Interventional Pain, Interventional Radiology, Pulmonary, Women’s Health Specialty Services.

b. Specialty Service Personnel. For purposes of this directive, Specialty Service personnel are any employees responsible for supporting the provision of care, to support a Prescribing Specialty Clinician, or to support administrative functions of an implanting Specialty Service.

c. Consigned Surgical Implant. A consigned surgical implant is provided for a specified period of time in which the contractor provides an item/s for Government use and the surgical implant contractor receives reimbursement only if and when the item is used by the Government. Surgical implant consignment may only be established under a surgical implant contract and by a Contracting Officer. This definition is also subject to 48 CFR 816.770, the Veterans Affairs Acquisition Regulation definition of Consignment agreements.

d. Surgical Implant. Surgical implant means any biological or non-biological material which is manufactured or processed to be placed into a surgically or naturally formed cavity on the human body; is covered with tissue, has the potential to be covered with tissue, or is permanently embedded in tissue. Surgical implants are implanted by Surgeons and Specialty Services including: Cardiac Surgery, Thoracic Surgery, General Surgery, Gynecology, Neurosurgery, Ophthalmology, Orthopedic Surgery, Otolaryngology, Plastic Surgery, Podiatry, Urology, Vascular Surgery, Cardiology, Dental, Dermatology, Gastrointestinal, Interventional Pain, Interventional Radiology, Pulmonary, Women’s Health Specialty Services.

e. Surgical Implant Coordinator: A VA employee responsible for duties related to surgical implant management and utilization depending on the needs of the facility Specialty Service. Surgical Implant Coordinators are considered Specialty Service Personnel (see above) regardless of organizational alignment in a Specialty Service, Logistics Service, or PSAS.

f. Prescribing Specialty Clinician. For purposes of this directive, Prescribing Specialty Clinician means a clinician responsible for the treatment plan and directing which surgical implant is used during a procedure for an individual Veteran’s treatment.

g. Prescription. For purposes of this directive, prescription means the treatment plan developed for a Veteran by the Prescribing Specialty Clinician.

h. PSAS Personnel. Prosthetics purchasing agents in series GS-1105 or prosthetics representatives in series GS-0672 working in a facility Prosthetics and Sensory Aids Service (PSAS) office who have been specifically delegated authority to use a purchase card to pay for surgical implants under this directive. PSAS personnel will have a written delegation on a VA Form 0242, Government wide Purchase Card Certification, VA Form 0242 (This is an internal VA Web site that is not available to the public). The VA Form 0242 will be annotated for “Implants under 8123”. This delegation is limited to payments for consigned surgical implants and surgical implants available on established surgical implant contracts with established prices at any value and for open-market surgical implants valued at or below the micro-purchase threshold.

4. POLICY

a. It is VHA policy to utilize the authority of 38 U.S.C. 8123 to optimize the procurement process for surgical implants to provide Veterans with timely access to care. This policy limits the use of 38 U.S.C. 8123 authority to surgical implants (and associated surgical implant expendables) that must be purchased, or used under consignment, once a Prescribing Specialty Clinician has determined the patient-specific need.

(1) Prescribing Specialty Clinicians and Specialty Service personnel are authorized to verbally request delivery of surgical implants, or use of consigned surgical implants for routine, urgent, or emergency procedures directly from surgical implant contract holders, surgical implant manufacturers, and authorized distributors.

(2) Prescribing Specialty Clinicians have authority to purchase surgical implants by their action of implanting surgical implants. Note: No written delegation of contracting authority is required.

b. After a surgical implant is implanted by the Prescribing Specialty Clinician during a patient procedure, the following personnel are authorized to document and pay for the orders using the government purchase card as specified below:

(1) PSAS personnel for open-market surgical implants valued at or below the micro-purchase threshold, consigned surgical implants at any value, and surgical implants on established contracts at any value.

(2) Logistics personnel for associated surgical implant expendables funded with Logistics funds up to the micro-purchase threshold.

(3) Network Contracting Officers for open market surgical implants valued over the micro-purchase threshold funded with Prosthetic funding and for associated surgical implant expendables valued over the micro-purchase threshold funded with Logistics funding.

5. RESPONSIBILITIES

a. Under Secretary for Health. The Under Secretary for Health is responsible for ensuring overall compliance with this directive.

b. Deputy Under Secretary for Health for Operations and Management. The Deputy Under Secretary for Health for Operations and Management is responsible for:

(1) Communicating the contents of this directive to each VISN Director.

(2) Confirming that each VISN has, and utilizes on an ongoing basis, a means for ensuring the terms of this directive are fulfilled in all the VA medical facilities of the

VISN.

c. VHA National Director, Prosthetic and Sensory Aids Service (PSAS) and VHA Chief Procurement and Logistics Officer (P&LO). VHA National Director, PSAS and Chief, P&LO are responsible for:

(1) Publishing on PSAS SharePoint site, https://vaww.infoshare.va.gov/sites/prosthetics/default.aspx, business process guidelines, standard operating procedures, internal controls, or any other type of instruction to implement the authority pursuant to 38 U.S.C. 8123 to purchase surgical implants. NOTE: This is an internal VA Web site that is not available to the public.

(2) Maintaining auditable records to document purchases, invoices, and payment for surgical implants.

(3) Ensuring maximum availability of volume pricing arrangements with suppliers.

(4) Optimizing the surgical implant supply chain to minimize the need for just-in-time procurement.

(5) Developing a communication plan to suppliers, industry associations, and Veteran Service Organizations about the use of 38 U.S.C. 8123.

(6) Developing and communicating to appropriate VA entities internal controls to monitor adherence to this directive.

d. Network Contracting Officers. Network Contracting Officers are responsible for utilizing the PSAS’s GUI interface and the government purchase card to document and pay for open market surgical implant orders over the micro-purchase threshold submitted by PSAS personnel in accordance with this directive, and to document and pay for associated surgical implant expendables submitted by Logistics personnel in accordance with this directive.

e. Veteran Integrated Service Network (VISN) Director. The VISN Director is responsible for ensuring that all Specialty Service, PSAS, and Logistics Service within facilities and the VISN comply with this directive.

f. VA Medical Center Director. The VA medical facility Director is responsible for ensuring facility compliance with this directive.

g. Specialty Service Leadership. Specialty Service leadership are responsible for:

(1) Implementing and communicating internal controls to monitor the adherence to this directive.

(2) Determining whether to dedicate a Surgical Implant Coordinator to perform some or all of the responsibilities assigned to Specialty Service personnel. Specialty Service Leadership are encouraged to work with their local medical facility leadership to request and assign surgical implant coordinators, as appropriate.

h. Prescribing Specialty Clinicians. Prescribing Specialty Clinicians, or Specialty Service personnel at the direction of the Prescribing Specialty Clinician, are responsible for:

(1) Recording each prescription in charts, notes, or a surgery request under the individual Veteran’s name prior to implantation.

(2) Entering a post-procedural surgical implant consult in Computerized Patient Record System (CPRS) within 2 business days after the surgery. The consult must include:

(a) Date surgical implant was requested from vendor;

(b) Date of surgery;

(c) Vendor name;

(d) Type of procedure;

(e) Name of surgical implant(s) used and quantity;

(f) Serial/lot number(s); and

(g) Wasted surgical implants.

i. Specialty Service Personnel. At the direction of the Prescribing Specialty Clinician, Specialty Service personnel are responsible for:

(1) Verbally requesting either delivery or consigned surgical implants for routine, urgent, or emergency procedures directly from surgical implant contract holders, surgical implant manufacturers, and authorized distributors. The request for delivery must be medically necessary and documented by a prescription in CPRS. NOTE: The Prescribing Specialty Clinician has the authority to select which surgical implant is medically necessary. The implantation of the surgical implants by a Prescribing Specialty Clinician is an authorized obligation.

(2) Requesting only surgical implants which are approved by the Federal Drug Administration. NOTE: Grey market surgical implants are prohibited.

(3) Requiring vendors to submit invoices within 24 hours after surgery and to submit separate invoices for surgical implants to PSAS, and associated surgical implant expendables to Logistics.

NOTE: All payments for surgical implants will be processed by PSAS or Contracting personnel and for associated surgical implant expendables, Logistics Service personnel.

j. Prosthetic and Sensory Aids Service (PSAS) Personnel. PSAS personnel are responsible for:

(1) Confirming receipt of and comparing the actionable post-procedural surgical implant consult and invoices/proof of delivery to ensure that the payment amount is complete and accurate, and cooperating with Specialty Service personnel or vendors if additional information is required

(2) Complying with established scorecard performance measures for purchase order timeliness.

(3) For surgical implants on established contracts, including consigned surgical implants, reviewing and confirming invoice prices by matching prices against contracted prices before issuing a purchase order, and disputing and correcting non-matching prices before issuing a purchase order to authorize payment.

(4) Utilizing the GUI interface and government purchase card to document and pay for all orders made by Specialty Service personnel for open-market surgical implants valued up to the micro-purchase threshold, and to document and pay for contract surgical implants at any value.

(5) Submitting an Acquisition Plan to the Network Contracting Office for all open market surgical implant orders over the micro-purchase threshold. Warranted Contracting Officers are authorized to document and pay for market surgical implant orders over the micro-purchase threshold funded with Prosthetic funding. Network Contracting Officers will assure prices are fair and reasonable before payment.

(6) Completing a purchase order with the PSAS Vista GUI package/APAT for surgical implants, closing out the consult; and sending a copy of the purchase order to the vendor for payment.

(7) Reconciling purchase card transactions in accordance with established timelines and VA Financial Policy Volume XVI – Charge Card Programs. Closing out individual patient purchase card charges within the Prosthetic’s reconciliation menu and reconciling with the authorized bank.

(8) PSAS personnel who are purchase card approving officials will ensure surgical implant payments are proper and in accordance with purchase card policy.

k. Logistics Personnel. Logistics Personnel are responsible for:

(1) Utilizing the government purchase card to document and pay for all associated surgical implant expendables funded with Logistics funds up to the micro-purchase threshold in accordance with VA Financial Policy Volume XVI – Charge Card Programs.

(2) Confirming receipt of and comparing invoices/proof of delivery to ensure that the payment amount is complete and accurate and matches existing contract prices, when applicable and cooperating with Specialty Service personnel or vendors if additional information is required.

(3) Reconciling purchase card transactions in accordance with established timelines and policy. Closing out individual patient purchase card charges within the purchase card order reconciliation menu and reconciling with the authorized bank.

(4) Logistics personnel who are purchase card approving officials will ensure associated surgical implant expendable payments are proper and in accordance with purchase card policy.

(5) Submitting an Acquisition Plan to the Network Contracting Office for all invoices over the micro-purchase limit. Network Contracting Officers are authorized to document and pay for associated surgical implant expendable submitted by Logistics in accordance with this directive.

6. DEVELOPMENT OF VHA BUSINESS PROCESSES (SEE APPENDIX B)

The VHA business processes developed in accordance with this directive must adhere to the following when procuring surgical implants:

a. Improve internal controls, streamline administrative processes, and optimize spending by prioritizing utilization of contracts for surgical implants that leverage volume pricing with high-volume suppliers.

b. Optimally use the expertise and time of Specialty Service personnel, PSAS personnel and Contracting Officers.

c. Utilize the requirements of VHA Directive 1048, Prosthetic and Sensory Aids Service Specific Purpose Funding, dated July 30, 2014, to serve as written assurance of funds for obligations made by authorized Prescribing Specialty Clinicians.

7. TRAINING REQUIREMENTS

VHA National Director, Prosthetic and Sensory Aids Service (PSAS) and VHA Chief Procurement and Logistics Officer (P&LO) are responsible for providing training to Prescribing Specialty Clinician, Specialty Service personnel, PSAS personnel, Logistics personnel, and Network Contracting Officers who have a role in the procurement of surgical implants in accordance with directive about the limitations on authority and how to order, document, and pay for surgical implants and associated surgical implant expendables. Additionally, all purchase card holders paying under the authority of this directive are required to meet the training requirements specified in Volume XVI, VA Charge Card Program, Chapter 1A, Administrative Actions for Government Purchase Cards, Appendix A, Government Purchase Card Training Requirements.

8. RECORDS MANAGEMENT

All records regardless of format (paper, electronic, electronic systems) created by this directive shall be managed per the National Archives and Records Administration (NARA) approved records schedules found in VA Records Control Schedule 10-1. If you have any questions regarding any aspect of records management you should contact your facility Records Manager or your Records Liaison.

9. REFERENCES

a. 38 U.S.C. 8123.

b. 38 CFR 17.150.

c. Secretary of Veterans Affairs Memorandum, Delegation of Authority to Implement 38 United States Code (U.S.C.) 8123, Procurement of Prosthetic Appliances, dated October 5, 2017.

d. VHA Directive 1048, Prosthetic and Sensory Aids Service Specific Purpose Funding, dated July 30, 2014.

e. VA Financial Policy Volume XVI – Charge Card Programs.

A-1

APPENDIX A

DELEGATION OF AUTHORITY TO IMPLEMENT 38 UNITED STATES CODE (U.S.C.)

8123, PROCUREMENT OF PROSTHETIC APPLIANCES

A-2

APPENDIX A

B-1

APPENDIX B

PROCUREMENT SURGICAL IMPLANT PROCESS

1. BEFORE A SURGICAL IMPLANT PROCEDURE OCCURS (PRE-PROCEDURE):

Overview: A surgical implant will be procured (or used from consigned stock) as prescribed by a Prescribing Specialty Clinician for an individual Veteran and at the time needed for a procedure. Only Prescribing Specialty Clinician may decide what surgical implant items will be used. Prescribing Specialty Clinicians are encouraged to use surgical implants available on established contracts at discounted prices. Lists of contracted surgical implants are provided to services by the PSAS. Pre-procedure Actions:

a. Prescribing Specialty Clinician/Specialty Service/Surgical Implant coordinator determine what surgical implants need to be ordered.

b. Specialty Service/Surgical Implant Coordinator contacts the vendor to verbally (or by email or other form) to make available to order needed surgical implants and associated surgical implant expendables (if needed) and schedule delivery time/place.

NOTE: If associated surgical implant expendables are ordered, the Specialty Service/Surgical Implant Coordinator will notify Logistics personnel of items that will required Logistics payment.

c. Vendor delivers the requested surgical implant and associated surgical implant expendables.

d. Specialty Service receives the delivered surgical implants and completes any pre-procedure preparation of the surgical implants such as sterile processing.

e. Prescribing Specialty Clinician performs the Veteran care using the surgical implants, thereby obligating the government to payment for the items.

2. AFTER IMPLANTATION IS COMPLETE:

Overview: Only PSAS personnel who have submitted a VA Form 0242 annotated for 8123 authority and have received the necessary single purchase limit increase on their card, are authorized to pay for surgical implants on contracts valued above the micro-purchase threshold. Other PSAS personnel may pay for contract or open market surgical implants valued $10,000 (or current micro-purchase threshold) or under without submitting an 8123-annotated VA Form 0242. Logistics personnel purchase card holders and warranted Contracting Officers are not required to submit an 8123-annotated VA Form 0242. Post-procedure Actions:

a. Specialty Service personnel submit a CPRS Surgical Implant post-procedure consult to PSAS no more than 2 business days after implantation day.

b. Vendor submits invoice and sticker sheets, if applicable, to PSAS and submits invoice for associated surgical implant expendables to Logistics, if expendables are used.

B-2

c. PSAS personnel match a post-procedure consult in CPRS to a vendor invoice and review for accuracy and completeness. PSAS returns any document for correction or additional information if needed.

(1) PSAS completes purchase card transaction and sends written order record using

VA Form 10-2421, Prosthetics Authorization for Items or Services to vendor when the invoice only contains surgical implants available on established contracts or the value is under $10,000 (or current micro-purchase threshold) for open market surgical implants.

(2) For all others, PSAS prepares and submits a request for surgical implant payment to the Network Contracting Office using an acquisition plan document in the FORCE module.

d. Logistics personnel match a post-procedure consult in CPRS to a vendor invoice and review for accuracy and completeness. Logistics personnel return any document for correction or additional information if needed.

(1) Logistics personnel completes a purchase card transaction and sends a written order using VA-Form 2138, Purchase Card Order to the vendor when the value of the surgical implant expendables invoice is $10,000 (or current micro-purchase threshold) or under.

(2) For all others, Logistics personnel prepares and submits a request for associated surgical implant expendables payment to the Network Contracting Office using an acquisition plan document in the FORCE module.

e. Network Contracting Officers receive requests for surgical implant or associated surgical implant expendable payment through FORCE. They review the invoice and other documents for accuracy and completeness. They return any document for correction or additional information if needed. A Network Contracting Officer completes a purchase card transaction and sends a written order record using VA Form 10-2421, Prosthetics Authorization for Items or Services to the vendor. For associated surgical implant expendables, use a VA Form 2138, Purchase Card Order.

f. Vendors, after receiving a written order and authorization to charge the purchase card from either PSAS personnel, Logistics personnel, or a Network Contracting Officer, will charge the provided credit card number to receive their payment.

g. Reconciliation of posted Vendor charges is required.

(1) Daily, or as needed, PSAS personnel (cardholder and approving official) will reconcile charged purchase card transactions in GUI and the bank system and close out the consult records in GUI.

(2) Daily, or as needed, Logistics personnel (cardholder and approving official) reconcile earlier purchase card transactions in IFCAP and the bank system.

B-3

(3) Daily, or as needed, Network Contracting Officers (cardholders and approving officials) reconcile earlier purchase card transactions in GUI, IFCAP, and the bank system and close out the consult records in GUI.

36C26325P0808

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 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.3 VAAR 852.239-76 INFORMATION AND COMMUNICATION

TECHNOLOGY ACCESSIBILITY (FEB 2023)

(a) All information and communication technology (ICT) (formerly referred to as electronic and information technology (EIT)) supplies, information, documentation and services support developed, acquired, maintained or delivered under this contract or order must comply with the ‘‘Architectural and Transportation Barriers Compliance Board Electronic and Information Technology (EIT) Accessibility Standards’’ (see 36 CFR part 1194). Information about Section 508 is available at http://www.section508.va.gov/.

(b) The Section 508 accessibility standards applicable to this contract or order are identified in the specification, statement of work, or performance work statement. If it is determined by the Government that ICT supplies and services provided by the Contractor do not conform to the described accessibility standards in the contract, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

(c) The Section 508 accessibility standards applicable to this contract are:

(d) In the event of a modification(s) to this contract or order, which adds new EIT supplies or services or revises the type of, or specifications for, supplies or services, the Contracting Officer may require that the Contractor submit a completed VA Section 508 Checklist and any other additional information necessary to assist the Government in determining that the ICT supplies or services conform to Section 508 accessibility standards. If it is determined by the Government that ICT supplies and services provided by the Contractor do not conform to the described accessibility standards in the contract, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

(e) If this is an Indefinite-Delivery type contract, a Blanket Purchase Agreement or a Basic Ordering Agreement, the task/delivery order requests that include ICT supplies or services will define the specifications and accessibility standards for the order. In those cases, the Contractor may be required to provide a completed VA Section 508 Checklist and any other additional information necessary to assist the Government in determining that the ICT supplies or services conform to Section 508 accessibility standards. If it is determined by the Government that ICT supplies and services provided by the Contractor do not conform to the described accessibility standards in the provided documentation, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

(End of Clause)

C.4 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.5 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

Material shall be packed for shipment in such a manner that will insure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with regulations of carriers as applicable to the mode of transportation.

(End of Clause)

C.6 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)

FAR

Number

Title Date

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS NOV 2023

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

852.203-70 COMMERCIAL ADVERTISING MAY 2018

852.246-71 REJECTED GOODS OCT 2018

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (JAN 2025) (DEVIATION FEB

2025)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered…