36C10E23Q0152.docx

36C10E23Q0152

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. SIGNAT

URE 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

VA

3173-000024 36C10E23Q0152 07-21-2023 Tiffany Garfield 813-614-6129 08-18-2023 12:00pm

EDT

00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Directorate 1800 G. Street N.W.

Washington DC 20006 X X Y 561621 $25 Million N/A X 00101 Department of Veterans Affairs Veterans Benefits Administration 1800 G Street Washington DC 20006 00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Directorate 1800 G. Street N.W.

Washington DC 20006

All invoices must be emailed to:

tiffany.garfield@va.gov and daniel.mcneill2@va.gov

See CONTINUATION Page Contractor will be responsible for providing all tools, supplies, equipment, transportation, licensing, and labor to identify, remove, upgrade, install, configure, and test new iStar control boxes, panels, electronic door locking systems parking gate readers, electronic PIV recognition devices wall mounts outside office spaces). In addition, the contractor will remove, install, and configure any nonfunctioning or out of lifecycle security cameras There is additional work and all proposals shall be in accordance with the Statement of Work (SOW) This solicitation is 100% set-aside to Service Disabled Veteran Owned Small Business (SDVOSB).

See CONTINUATION Page X X 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 36C10E Department of Veterans Affairs Veterans Benefits Administration Acquisition Directorate 1800 G. Street N.W.

Washington DC 20006

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.

tiffany.garfield@va.gov daniel.mcneill2@va.gov ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Page 1 of Page 1 of

BAY PINES VA REGIONAL OFFICE

Bay Pines Blvd, Bay Pines FL, 33744 Statement Of Work (SOW) Electronic Security Surveillance System (ES3) Physical components upgrade Introduction In accordance with VA Directive 0730 (12 December 2012) the Bay Pines Veterans Administration Regional Office is responsible for protecting the lives and property within VA’s jurisdiction to which includes the safety and security of its employees and visitors as well as the security and access of the facility, equipment, supplies, and personal service records within the Bay Pines Regional Office. Bay Pines Regional Office is therefore requesting an upgrade to its existing Personnel Access Control System (PACS), Security camera monitoring and recording system, Duress and Alarm system.

Background Homeland Security Presidential Directive 12 (HSPD-12) requires federal agencies to issue secure and reliable identification to all employees and contractors. Federal Information Processing Standards (FIPS) Publication 201-1 Personal Identity Verification (PIV) of Federal Employees and Contractors, issued by the National Institute of Standards and Technology (NIST), establishes the technical specifications for the smart cards that respond to this requirement.

HSPD-12 requires Federal agencies to provide a common identity (ID) credential system for all federal employees and contractors. PIV badges are electronically verifiable and protected by digital certificates, biometric data, and a Personal Identification Number (PIN) code. These credentials are issued, tracked, and revoked from a central management system and require applicant background checks.

On February 3, 2011, the Office of Management and Budget (OMB) released Memorandum 11- 11, Continued Identification of HSPD 12 that requires all federal agency systems be enabled to use PIV credentials in accordance with NIST guidelines. OMB directs agencies to use PIV badges in daily operations and integrate centrally managed PIV badge systems with Physical Access Control Systems (PACS). PACS readers must, at a minimum, extract unique token identifier information from the PIV badge and, by FY 2022, existing federal physical and logical access control systems must be upgraded to use PIV credentials.

In accordance with VA Directive 0730 (12 December 2012) the Bay Pines Veterans Administration Regional Office (VARO) is responsible for protecting the lives and property within VA’s jurisdiction which includes the safety and security of its employees and visitors as well as the security and access to the facility, equipment, supplies, and personal service records within the Bay Pines VA Regional Office. Bay Pines VARO therefore has a requirement for a Physical Access Control System.

The PACS will encompass an electronic employee identification system that will assign identity, monitor, and grant or restrict access to all offices and parking throughout the VARO facility by use of a PIV badge that will open approved exterior, interior, elevator, and stairwell doors. Graphical User Interface software system will integrate the currently installed HID Readers, intrusion detection sensors, surveillance security cameras, physical duress buttons, servers, and current and archived data sets.

Objective The objective of this Statement of Work is to specify the deliverables the contractor is required to accomplish to Upgrade the iStar Panels, intrusion detection sensors, HID Card Readers, badge reader operated automatic doors, physical duress buttons / locations and surveillance cameras at the Bay Pines VARO to bring the Bay Pines VARO into compliance with the guidelines and regulations annotated above.

The Contractor will identify all equipment that is not functioning or out of its expected life cycle of the existing system in a detailed report. The contractor will remove all outmoded, unsupported, or obsolete equipment. The contractor will install and configure all replacement equipment to include HID card readers, physical duress buttons, surveillance security cameras, motion sensors, door access controls and iStar Panels with the current industry standard. Contractor will emplace Security Cameras and badge readers in newly identified areas of concern. The contractor will provide a detailed inventory of all hardware, its location both physically and digitally, validate its functionality and determine expected life cycle and preventative maintenance schedule. The Bay Pines VARO’s CCURE 9000 and Avigilon systems are physically connected to a Stand-Alone Network apart from the VBA internal network and is an integral system for day-to-day operations.

Scope Contractor will be responsible for providing all tools, supplies, equipment, transportation, licensing, and labor to identify, remove, upgrade, install, configure, and test new iStar control boxes, panels, electronic door locking systems, parking gate readers, electronic PIV recognition devices (wall mounts outside office spaces). In addition, the contractor will remove, install, and configure any nonfunctioning or out of lifecycle security cameras. Additionally, the contractor will install and configure one avigilon intercom camera at each of the three exterior parking gates. The contractor will install and configure HID badge readers and avigilon cameras with audio recording capability at the entry control point within the main entry of the Regional Office. With any associated configurations within CCURE and Avigilon, three additional security cameras in the emergency exit stairwell in building 47, and one camera at the Staff exit of building 46. Installation and configuration of an audio recording system will be installed at the initial entry security check point. All of this and any additional equipment, licensing and configuration requirements will be the sole responsibility of the contractor. The contractor will provide an additional monitoring station for both avigilon and CCure in the Directors Office.

The Contractor shall provide all supervision, labor, administrative support, materials, tools, parts, supplies, equipment, software, hardware, and transportation necessary to fulfill all the requirements of this Statement of Work (SOW) effectively and efficiently. The installation will preserve the current monitoring stations at the Police Services desk, Support Services Division, and PIV office. All stations shall be configured with Windows 10 enterprise or equivalent. Installation and configuration to fully operational functionality will be completed within 120 days of the Notice to Proceed. Multiple cameras are mounted on the exterior of regional office and may require the use of a manlift.

The contractor will include standard warranty service and service calls in accordance with the preventative maintenance schedule provided by the contractor for the ES3 including Camera, PACS, Intrusion, Duress system components, i.e., control panel, electronic door locks, cameras, and electronic PIV recognition devices (wall mounted card readers) etc., within the Regional Office for the standard 12 months in accordance with the manufacturer’s warranty. Any equipment connected to the ES3 that fails during the Period of Performance that is not identified as out of lifecycle or is no longer covered by the manufactures warranty will be replaced by the vendor.

All work under this contract shall follow all requirements of the VA Handbook 6500 which is referenced as an attachment in this solicitation.

All Proposals must include I. Initial Work breakdown Structure II. Work breakdown Schedule to include projected product lead times III. Equipment list

· Must include compatibility documentation with CCURE 9000 v. 2.9 and Avigilon v. 6.

IV. The credentials of the project team which must include a full-time Software House Master Certified Technician V. Examples of relevant past performance of projects of similar size and scope completed within the last 3 years VI. If Subcontractors are to be used examples of completed projects that were managed as the Primary of similar size or scope may be substituted.

1. General Requirements This section describes the general requirements for this effort. The following sub- sections provide details of various considerations on this effort.

1.1 Non-Personal Services

· The Government shall neither supervise contractor employees nor control the method by which the contractor performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual contractor employees. It shall be the responsibility of the contractor to manage its employees and to guard against any actions that are of the nature of personal services or give the perception of personal services. If the contractor believes that any actions constitute, or are perceived to constitute personal services, it shall be the contractor's responsibility to notify the Contracting Officer (CO) immediately.

1.2 Business Relations

The contractor shall successfully integrate and coordinate all activity needed to execute the requirement. The contractor shall manage the timeliness, completeness, and quality of problem identification. The contractor shall provide, Work Breakdown Structure, Work Breakdown Schedule, corrective action plans, proposal submittals, timely identification of issues, and effective management of subcontractors. The contractor shall seek to ensure customer satisfaction and professional and ethical behavior of all contractor personnel. Contractor will ensure daily/weekly standardized communication with the COR.

1.3 Contract Administration and Management

The following subsections specify requirements for contract, management, and personnel administration.

1.4 Subcontract Management

The contractor shall be responsible for any subcontract management necessary to integrate work performed on this requirement and shall be responsible and accountable for subcontractor performance on this requirement. The prime contractor will manage work distribution to ensure there are no Organizational Conflict of Interest (OCI) considerations. Contractors may add subcontractors to their team after notification to the Contracting Officer (CO) or Contracting Officer Representative (COR). The Prime General Contractor, whom this contract is awarded to is responsible for coordinating all training and badging requirements of the Subcontractor to include subcontractor employees. Contractor will be responsible for procuring support from existent service providers or manufactures as required.

1.5 Location and Hours of Work

Accomplishment of the results contained in this SOW requires work at the Bay Pines VA Regional Office, 9500 Bay Pines Blvd, Bay Pines FL, 33744. Normal operation for the Regional Office is Monday through Friday except US Federal Holidays from 6am until 6pm. Weekend and overnight work is expected in all cases that work may interfere with RO daily operations or impact integral systems. All work that may interfere with normal operations will be identified in the Work Breakdown Schedule created by the contractor and provided to the COR before the proposed Date and Times that the work will be completed.

1.6 Business and Professional Aesthetic Appearance

The contractor shall be responsible for always maintaining the business professional appearance of the facility. Any area visible to the public or ordinarily visible to employees will be returned to a business professional appearance prior to the end of work each day.

2 Requirements The following section specifies the deliverables for the contract.

2.1 The contractor will conduct a full site survey and create documentation and drawings of existing hardware and capabilities within 10 days of the Notice to Proceed.

2.2 The contractor will provide a written report of the results of the site survey within 15 days of the Notice to Proceed and it will include a Work Breakdown Structure (WBS), as well as the following information:

2.2.1 Listing of readers, cameras, switches, patch panels, server, server software and system boards by location, type, and formfactor. This work will require VBA escort

2.2.2 Planned date for start of work.

2.2.3 Details of additional readers, cameras, sensors, iStar boxes/boards and all replacement or additional equipment or materials by location, type, and form factor and will include drawings and justification documentation for review by VA.

2.2.4 Work Breakdown schedule for install and configuration of readers, server, server software and system boards change out.

2.2.5 Listing of surveillance security cameras, camera software and NVR.

· Cameras covering entry points must be of a sufficient resolution to identify facial features.

2.2.6 This report will be submitted electronically to the Contracting Officer (CO), Contracting Officer’s Representative (COR) and will be maintained and updated quarterly by the contractor to include service tickets.

2.2.7 This report will be updated by the contractor and verified by the COR prior to close out.

2.3 Replacement of iStar boxes and panels will be accomplished off-hours and within 30 days of Notice to Proceed. Specific areas within the RO will require a VA escort during the duration of work being.

2.3.1 Functionality of all systems will be verified to the COR prior to resuming normal operations.

2.3.2 All cameras must either track to motion and capture, or constant record.

· System must be able to simultaneously record max camera data without data loss or

· System must retain video footage for 30 days and saved video indefinitely.

2.4 Confirm data integrity and access of all monitoring stations on stand-alone network.

2.5 Confirm connectivity to all hardware, cameras, physical duress buttons, gates, doors, elevators, and all other component devices.

2.6 Configure diagnostic reports and design a schedule for periodic maintenance checks.

2.7 During this projects period of performance contractor will provide Priority support services 4 business hour service technician response to requests made either telephonically or by email.

2.8 The contractor shall ensure and demonstrate all current capabilities and functionalities are improved or maintained without exception. Contractor will conduct a final preventative maintenance check and produce a diagnostic report with corrective actions. This report will provide VA with proof of simultaneous recording and motion tracking.

2.9 The contractor will provide a current device and equipment inventory and a sufficient spare inventory for standard repair requirements to keep the system continuously operating without significant interruption.

2.9.1 2 cameras, 2 Duress buttons, 1 IStar Ultra SE, 1 HID badge readers

2.10 The contractor will provide the VA with a preventative maintenance plan that includes primary and alternate vendors for equipment and changes in both inventory as well as supply chain delays and interruptions in parts availability.

3. Special Requirements This section describes the special requirements for this effort. The following sub- sections provide details of various considerations on this effort.

3.1 Security and Safety

3.1.1 SECURITY - The Contractor is required to enter and exit through the front entrance. Entering or exiting the building through any other door will require VARO approval and an escort will be required. Upon entering the building, the contractor and/or contractor employees will be required to show proof of identity (must have a valid photo ID) as well as pass through a security screening. Contractor will maintain positive control over and provide a daily report via email the names and roles of every employee and/or subcontractor onsite to the COR. Any area that is not public access will require an escort.

3.1.2 SAFETY - The Contractor shall comply with all applicable Federal, State and local legal requirements regarding workers health and safety. The requirements include but are not limited to, those found in Federal and State Occupational Safety and Health Act (OSHA) statutes and regulations, such as applicable provisions of Title 29, Code of Federal Regulations (CFR) Parts 1910 and 1926. Contractor is solely responsible for determining the legal requirements that apply to activities and shall ensure safe and healthful working conditions for its employees. Contractor will maintain or have ready access to any applicable Safety Data Sheets (SDS). Contractor shall comply with all applicable codes, laws, rules, regulations, and safety requirements. Erect safety barriers, signs, flagging, and devices as appropriate to warn and protect the workmen and the public. Protect the existing site and other property. Remove all demolished materials, debris, waste and scraps. The waste materials will be disposed of in accordance with Federal, State, and Local environmental guidelines and standards. No construction materials to include packaging materials will be left on site.

3.2 Government Furnished Materials

The government will provide access to the CCURE 9000 PACS, Avigilon camera system, Lynx Duress system to all contracted employees once Non- Disclosure Agreement is in place. The government shall provide at no cost parking space and access to the VARO loading docks as necessary.

4. Quality

4.1.1 This section describes the Quality Control Components for this effort. The following sections and sub-sections provide details of various considerations on this effort.

4.2 Quality Control

The Contractor shall develop a Quality Control Program (QCP) and maintain an effective quality control program to ensure services are performed in accordance with the contract and this SOW. The Contractor shall develop and implement procedures to identify, prevent, and ensure non- recurrence of defective services. The Contractors QCP is the means by which he assures himself that his work complies with the requirement of the contract. The finalized QCP will be accepted by the Government within 10 days of award of the contract and precede the Notice to Proceed. The Contracting Officer may notify the Contractor of required modifications to the plan during the period of performance. The Contractor then shall coordinate suggested modifications and obtain acceptance of the plan by the Contracting Officer. Any modifications to the program during the period of performance shall be provided to the Contracting Officer immediately for review of the change. The QCP shall be subject to the Governments review and approval. The Government may find the QCP "unacceptable" whenever the Contractors procedures do not accomplish quality control objective(s). The Contractor shall revise the QCP within 10 working days from receipt of notice that QCP is found "unacceptable."

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Contractor will be responsible for providing all tools, supplies, equipment, transportation, licensing, and labor to identify, remove, upgrade, install, configure, and test all Security System Upgrades in accordance with the Statement of Work.

PRINCIPAL NAICS CODE: 561621 - Security Systems Services (except Locksmiths) PRODUCT/SERVICE CODE: J063 - Maintenance, Repair, and Rebuilding of Equipment - Alarm, Signal, and Security Detection Systems

B.3 DELIVERY SCHEDULE

9500 Bay Pines Blvd.

St Petersburg, FL 33744 8700

USA

727-319-5800 ext 76575 daniel.mcneill2@va.gov

VA HANDBOOK 6500.6

APPENDIX C

MARCH

12, C- Page 1 of

SECTION C - CONTRACT CLAUSES

52.204-27 Prohibition on a ByteDance Covered Application.

As prescribed in 4.2203(c), insert the following clause:

PROHIBITION ON A BYTEDANCE COVERED APPLICATION (JUN 2023)

(a) Definitions. As used in this clause— Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance Limited.

Information technology, as defined in 40 U.S.C. 11101(6)—

(1) Means any equipment or interconnected system or subsystem of equipment, used in the automatic acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information by the executive agency, if the equipment is used by the executive agency directly or is used by a contractor under a contract with the executive agency that requires the use—

(i) Of that equipment; or

(ii) Of that equipment to a significant extent in the performance of a service or the furnishing of a product;

(2) Includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services), and related resources; but

(3) Does not include any equipment acquired by a Federal contractor incidental to a Federal contract.

(b) Prohibition. Section 102 of Division R of the Consolidated Appropriations Act, 2023 (Pub. L. 117-328), the No TikTok on Government Devices Act, and its implementing guidance under Office of Management and Budget (OMB) Memorandum M-23-13, dated February 27, 2023, “No TikTok on Government Devices” Implementation Guidance, collectively prohibit the presence or use of a covered application on executive agency information technology, including certain equipment used by Federal contractors. The Contractor is prohibited from having or using a covered application on any information technology owned or managed by the Government, or on any information technology used or provided by the Contractor under this contract, including equipment provided by the Contractor’s employees; however, this prohibition does not apply if the Contracting Officer provides written notification to the Contractor that an exception has been granted in accordance with OMB Memorandum M-23-13.

(c) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts, including subcontracts for the acquisition of commercial products or commercial services.

(End of clause)

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 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 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS (OCT 2021) (DEVIATION)

(a) Definition. As used in this clause— United States or its outlying areas means—

(1) The fifty States;

(2) The District of Columbia;

(3) The commonwealths of Puerto Rico and the Northern Mariana Islands;

(4) The territories of American Samoa, Guam, and the United States Virgin Islands; and

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this contract, for contractor or subcontractor workplace locations published by the Safer Federal Workforce Task Force (Task Force Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

(End of Clause)

C.3 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.4 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

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

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

(1) Means a small business concern—

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

(ii)…