36C10F22R0039_1.docx

36C10F22R0039

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.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

36C10F22R0039 03-24-2022 Krystal Glasper 202-812-5083 04-11-2022

2:00 PM

EDT

003C4 Department of Veterans Affairs Office of Construction and Facilities Management (00CFM3B) 1425 Tri-State Parkway Suite 140 Gurnee

IL

60031 X X 712110 $30 Million N/A X See Delivery Schedule

101F Department of Veterans Affairs Office of Construction and Facilities Management 1425 Tri-State Parkway Suite 140 Gurnee

IL

60031

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin

TX

78714-9971 The contractor shall facilitate the development of an Interpretive Master Plan (IMP) for the National VA History Center (NVAHC) per the attached Statement of Work.

The NAICS code is 712110 and the Small Business Size Std is $30M. The procurement is 100% Set-Aside for Small Business Any entity wishing to propose shall be listed as a small business under NAICS code 712110. All firms must be registered in www.sam.gov at the time of proposal submission and at the time of award. Period of Performance shall not exceed 6 months (180 calendar days).

Submit all questions regarding the solicitation by email to Krystal.Glasper@va.gov NLT March 28, 2022 at 2:00pm EST.

A Site Visit will be held on April 6, 2022 at 10AM EST at 4100 West Third Street, Building 401 Dayton, OH 45428 Proposal submissions are due at 2:00pm EST on Mon, Apr 11, 2022 & shall be submitted by email to krystal.glasper@va.gov 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 36C10F

Office of Construction and Facilities Management (00CFM3B) 1425 Tri-State Parkway Suite 140 Gurnee IL 60031

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.

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Page 1 of Page 1 of Statement of Work NVAHC Interpretive Master Plan

1.0 Background

On April 10, 2020, the Department of Veterans Affairs (VA) formally established the VA History Office (VAHO). The purpose of VAHO is to “preserve, manage, and use the official historical records of the Department and its predecessor agencies, and to develop and manage the Department’s collection of historical archives and artifacts.” To accomplish this work, VAHO is composed of two functional elements: an overarching VA History Program, located at VA Central Office (VACO), Washington, DC, and the National VA History Center (NVAHC), to be located in two historic buildings on the campus of the Dayton VA Medical Center in Dayton, Ohio. The NVAHC and VAHO identify stakeholders and target audiences, themes, messaging, exhibits, galleries, and programming opportunities in developing the NVAHC to enforce VA’s goals and objectives. Further, the entities work with records management, program offices, and key stakeholders to identify, capture, retain, and make available archival materials to researchers, historians, veterans, and their families. VAHO requires consulting services to assist in developing an Interpretive Master Plan for a Federal Government history center housed in historic buildings.

VAHO will determine the composition and number of Government staff that will participate in the interpretive planning process. The Government team will include at least 3 members but could include as many as 8. The contractor will designate a Project Manager and will establish a team with the required expertise and diversity to execute an effective and comprehensive Interpretive Master Plan.

1.1 Scope

The VA History Office (VAHO) requires a contractor to facilitate the development of an Interpretive Master Plan (IMP) to guide the development of exhibitions and programs for the National VA History Center (NVAHC). Contractor shall provide professional consulting support services to VAHO, as needed, throughout the period of performance.

Support may include advice and assistance on outputs, high-level implementation plans, communication and change management approaches, metrics, and progress tracking procedures. Contractor shall provide products in formats and per a schedule agreed-upon by the Government and Contractor.

Project Team Organization The project team will be led by project managers representing the VAHO and contractor respectively. VAHO will determine the composition and number of Government staff that will participate in the interpretive planning process. The Government team will include at least 3 members but could include as many as 8. The contractor will designate a Project Manager and will establish a team with the required expertise and diversity to execute an effective and comprehensive Interpretive Master Plan.

The Contractor will facilitate a series of meetings and workshops with VAHO staff to outline the process and responsibilities of each party, and to answer vital questions that will shape the IMP. The Contractor will work with VAHO staff to establish benchmarks and timeframes for completion of each element of the IMP. Both parties will agree on an established meeting schedule to ensure effective communication and project management. Meetings may be in person or via video/conference calls as mutually agreed upon. Both parties may take notes to ensure clarity and consistency. The contractor will provide notes from the meetings to all team members within 2 business days following each meeting.

Services The Contractor will be responsible for writing and production of the final IMP. They will coordinate with VAHO staff to ensure that all necessary research and writing are completed by the appropriate party. The Contractor will be responsible for all outside research needed to develop an effective IMP.

Any inclusion or exclusion of elements will be at the discretion of VAHO staff, with input from the contractor. Listed below are proposed elements to be included in the IMP.

The final Interpretive Master Plan will be approved by VAHO staff before the final payment is remitted.

2.0 Requirements and Tasks

2.1 The contractor will provide regular progress updates to the VAHO project manager.

2.2 Executive Summary

The contractor will provide research and draft assistance for the NVAHC executive summary section. The Administration Historians and the VA Chief Historian will have final version approval.

2.3 Mission Statement

The contractor will provide research and assistance in the creation and finalization of the NVAHC Mission statement.

2.4 Interpretive Goals

The contractor will work with the VAHO team to develop interpretive goals that will be used to develop interpretive themes. The VAHO team will approve the interpretive goals that will be included in the final IMP.

2.5 Interpretive Themes

The contractor will work with the VAHO team to develop interpretive themes that will be used to guide the design of the museum exhibitions and programs. The VAHO team will approve the interpretive themes that will be included in the final IMP.

2.6 Take-Home Messages

The contractor will lead the team in the development of key take-home messages.

2.7Demographics and Audience The contractor will conduct demographic and audience research to help guide the development of the Interpretive Master Plan.

2.8Challenges The contractor will provide research and draft assistance in detailing the challenges facing VAHO surrounding the build-up and execution of the NVAHC mission.

2.9 Visitor Experience

The contractor will lead the development of an integrated visitor experience model. Including exhibits, hands-on activities, audio visual presentations, immersive experiences, public and educational programs.

2.10 Goals

The contractor will provide research and assistance in the creation of NVAHC goals. The goals must also use the project management concept of SMART (specific, measurable, achievable, relevant, and time-bound) goals.

2.11 Objectives

The contractor will provide research and draft assistance with the formulation of NVAHC objectives. The objectives must directly link to and fulfill the NVAHC goals.

2.12 Strategies

The contractor will engage with other VA components, VAHO staff, and external agencies to create strategies and workflows that will allow the successful execution of the Interpretive Master Plan. These specific strategies will be included as part of the Interpretive Master Plan, either in text or as an appendix, as approved by the VAHO Project Manager

2.13 Measure of Success

The contractor will research, and create in conjunction with VAHO staff, Administration historians and other stakeholders to formulate measures of success. These measures must link directly to goals and objectives.

2.14 Draft Plan

The contractor will provide a draft plan for review by VAHO staff and stakeholders.

2.15 Final Package

The contractor will create a finalized package consisting of the approved and signed Interpretive Master Plan, research notes, drafts, templates, and other documentation supporting the creation. The format will be approved by the VAHO Project Manager prior to delivery.

All final deliverables to VAHO will be complaint with VA’s 508 Compliancy regulations. Specific requirements are available on the 508 Office website, and there are specialists available to help.

3.0 Deliverables

3.1 The contractor will produce a comprehensive Interpretive Master Plan that will guide the development of exhibitions and programs for the opening of NVAHC. The IMP will include the elements listed in section 2 of this document. Any exclusions or additions must be approved by the VAHO Project Manager. The IMP will be used for exhibition design, including the integration of text, artifacts, audio visual, hands-on elements and immersive experiences. The IMP will focus on creating a museum that is accessible to all including those with disabilities. The IMP document will meet Section 508 compliance with any applicable metadata.

3.2 The contractor will provide any research or work products that are used to help shape the IMP. Including meeting notes, research notes, interpretive drafts, design templates, design drafts, interviews, surveys and demographic information.

3.3 The contractor will develop measures of success for the development and implementation of the IMP.

4.0 Responsibilities

· NVAHC will provide subject matter experts.

· NVAHC will be responsible for reviews of content for accuracy prior to finalization of IMP.

· NVAHC will provide all available supporting documentation for the final IMP.

· Contractor will write and produce the final IMP document.

· Contractor will provide professional project management services to guide the development of the IMP.

· Contractor will conduct research necessary to develop all the IMP elements listed in 2.0 Required Tasks section of this document.

4.0 Period of Performance

4.1 The period of performance is 180 calendar days.

4.2 Schedule

All changes to the proposed schedule must be approved by the VAHO project manager.

5.0 Payment Schedule

5.1 The payment schedule will be consistent with all VA regulations and schedules and managed at the contracting office level.

6.0 Travel or Other Costs

6.1 Travel may be required. The contractor shall bear all costs associated with this project that are not covered by the agreed upon firm-fixed price.

7.0 Place of Performance

7.1 Work that cannot be done virtually will occur at 4100 West Third Street, Building 401, Dayton, OH 45428. On-site research is at the discretion of the contractor and may occur at facilities that they deem appropriate.

Evaluation The criteria listed below will be used to evaluate the bidders to determine the best submission for this project/contract.

The areas of consideration for evaluation of proposals will be established in the RFP. Each offeror’s proposal will be evaluated independently based on the offeror’s response to the criteria. The evaluation factors for award are the following:

Factor 1: Relevant Experience Factor 2: Team Qualifications/Professional Qualifications Factor 3: Past Performance Factor 4: Schedule Factor 5: Price

All technical factors (other than cost or price) when combined are significantly more importance than cost or price. Technical criteria and weightings are as follows: Relevant Experience is more important than Team Qualifications, which is more important than Past Performance, which is more important than Schedule.

Factor 1 – Relevant Experience (Page Limitation - 1 Page per Project) Offeror shall provide a Summary Page of its recent and relevant experience which is similar in size, scope and magnitude to this requirement. Recent and relevant experience shall include:

A. Developing an IMP and exhibitions for an organization using adaptive reuse of existing historic structures.

B. Developing an IMP and exhibitions that reflect the diversity of our society and a commitment to all voices.

C. Working on projects that focus on American history.

D. Working on projects that integrate text, objects, audio visual, hands-on, and immersive experiences into exhibitions. Successful integration of emerging technologies into exhibitions.

E. Working on projects that clearly illustrate a commitment to accessibility in exhibit design.

F. Working with federal contracts G. Providing effective interpretation of controversial subjects.

“Relevant” is defined as those task requirements identified in the RFQ’s Scope of Work. “Recent” is define as services provided within the past 5 (five) years.

Offeror shall provide a minimum of 3 (three) projects but no more than 5 (five). Each project shall include the following.

a. Project title, location and detailed narrative describing the scope of services provided including the type of work performed by the offeror and its role in the project i.e. prime contract, Teaming Partner or subcontractor

b. Project Owner, owner’s point of contact including telephone number and email address.

c. Services & Deliverables provided under the contract/task order

d. Period of Performance, including start and completion dates

e. Total dollar value of the project.

Factor 2 – Team Qualifications/Professional Qualifications: (Page Limitation – 16 pages) Offeror shall provide relevant qualifications and experience of individual personnel proposed to perform the work with a brief explanation of duties to be performed to accomplish the scope of work.

At a minimum, the offeror shall describe the professional qualifications and experience of the following:

· Project Manager with a minimum of 5 years of experience

· Content creator with a minimum of 3 years of experience, including experience with working with institutions that interpret the history of underrepresented voices. (Native Americans, African Americans, Asian Americans, Hispanic Americans)

· Exhibit Developer with a minimum of 5 years of experience

· Exhibit Designer with a minimum of 3 years of experience Biographical data shall include the following:

· Name of the individual

· Company employed by

· Company position title

· Years with the company

· Description of experience developing interpretive master plans

· Description of work related to the development of museum exhibitions

· Experience ensuring all voices are represented in interpretive products

· Description of job-related educational experience including degrees, certificates, etc. and granting institutions Offerors are advised that the Government may consider a team as more technically qualified if they have the following:

· Contract project team should bring diverse voices and perspectives to the project.

· Experience and understanding of the VA and its mission.

· Knowledge of military history.

· The inclusion of a veteran is preferred.

Factor 3 – Past Performance: (Page Limitation – N/A)

1. Past Performance for Projects Submitted under Factor I Submit client references (name, number, and email) for those projects listed in Factor 1.

The Government reserves the right to also evaluate past performance on previously awarded federal task orders and any other information available.

Note: We recommend you contact every reference listed and let them know we may contact them for information. Their timely replies would be appreciated.

Factor 4 – Schedule and Capacity: (Page Limitation – 6 pages) Describe your approach and ability to meet the schedule. The approach shall clearly convey the Offeror’s understanding of this requirement as well as the resources committed to ensure timely and successful completion of the work. The period of performance is 180 days from Notice to Proceed.

Factor 5 – Price

All technical factors (other than cost or price) when combined are significantly more importance than cost or price. Technical criteria and weightings are as follows: Relevant Experience is more important than Team Qualifications, which is more important than Past Performance, which is more important than Schedule.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

B.3 DELIVERY SCHEDULE

NVAHC Statement of Work, Interpretive Master Plan March 10, 2022

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(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. 2409 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 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[X] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[X] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[] 852.233–70, Protest Content/Alternative Dispute Resolution.

[] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[X] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.3 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-6 Notice of Total Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause) C.4 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor compliance with the subcontracting commitments.

(End of Clause)

C.5 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):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

(End of Addendum to 52.212-4)

C.6 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2021) (JUL 2020) (DEVIATION)

(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 items:

(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 and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-4.

[] (13) [Reserved] [X] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219–9, Small Business Subcontracting Plan (JUN 2020) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JUN 2020) of 52.219–9.

[] (v) Alternate IV (JUN 2020) of 52.219–9.

[] (18)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

[] (ii) Alternate I (MAR 2020) of 52.219-13.

[] (19) 52.219-14, Limitations on Subcontracting (MAR 2020) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small…