36C10X23R0007.docx

36C10X23R0007

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C10X23R0007 01-03-2023 Justin Lumpkin 240-302-8880 01-17-2023

5:00 PM

ET

36C10X Strategic Acquisition Center - Frederick Department of Veterans Affairs 5202 Presidents Court, Suite 103 Frederick MD 21703 X 423450 200 Employees N/A X 36C10X Strategic Acquisition Center - Frederick Department of Veterans Affairs 5202 Presidents Court, Suite 103 Frederick MD 21703 36C10X Strategic Acquisition Center - Frederick Department of Veterans Affairs 5202 Presidents Court, Suite 103 Frederick MD 21703

VAFSC

U.S. Department of Veterans Affairs Financial Services Center

PO BOX 149971

(see Section B.2 invoicing/payment) Austin TX 78714-8917 1-(877)-489-6135 X See CONTINUATION Page Prime Vendor to Support the Medical/Surgical Prime Vendor Generation-Z Version 1 (MSPV Gen-Z V1) Program for the distribution and supply management of medical, surgical, dental, and other laboratory supplies and related services in accordance with the Statement of Work (SOW).

See CONTINUATION Page X X Ashley Nguyen 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: TBD

b. GOVERNMENT:

Contacting Officer (CO):

Ashley Nguyen, Contracting Officer, 36C10X Ashley.Nguyen@va.gov Strategic Acquisition Center – Frederick Department of Veterans Affairs 5202 Presidents Court, Suite 103 Frederick, MD 21703

Contract Specialist (CS):

Justin Lumpkin, Contract Specialist, 36C10X Justin.Lumpkin@va.gov Strategic Acquisition Center – Frederick Department of Veterans Affairs 5202 Presidents Court, Suite 103 Frederick, MD 21703

1. The MSPV Gen-Z V1 Indefinite Delivery Indefinite Quantity (IDIQ) CO is responsible for providing overall scope oversight, maintaining communication between contractors and VA, ensuring contract compliance, administering base contract and modifications, and ensuring that annual performance evaluations are completed at the base contract level. The resulting acquisition vehicle will be a multiple-award IDIQ contract in accordance with Federal Acquisition Regulation (FAR) 16.504. Delivery orders awarded against this IDIQ will require PV support, as defined in Statement of Work (SOW) Section II.D. PV Support to each of the Veterans Integrated Service Networks (VISNs) identified in SOW Appendix C: VISN Map and Table. Each VISN-level delivery order (“DO” or “Order”) will have an identified CO, which may or may not be the Indefinite Delivery, Indefinite Quantity (IDIQ) CO, who will be responsible for ensuring that DOs are within the scope of the IDIQ base contracts, administering all DO awards, resolving issues, and ensuring that annual contractor performance evaluations are completed at the DO level and submitted through the Contractor Performance Assessment and Reporting System (CPARS).

2. The CO will designate a Contracting Officer’s Representative (COR) at the IDIQ contract level, and each DO level CO will designate a COR at the individual DO level. The CO will issue a designation letter to the COR and the contractor to ensure that all parties understand the limited authority, role, and responsibilities of the COR.

3. Any reporting requirements will be defined at the DO level.

c. Minimum Guaranteed Amount and Maximum Value

1. The minimum guaranteed amount for this contract is $10,000.00 per DO Contract Line Item Number (CLIN); this amount or higher, which may be obligated at the time of initial DO award to each awardee (based upon initial DO pricing received in response to each VISN-level Delivery Order Proposal Request [DOPR]). Orders beyond the minimum will be determined by department needs and the results of fair opportunity competitions (unless below the threshold for fair opportunity or if an exception to fair opportunity applies). The Government has no obligation to award DOs beyond the minimum guaranteed amount.

2. The maximum aggregate value of all awards and DOs under MSPV Gen-Z V1 is $15,000,000,000. This ceiling is neither divided nor multiplied by the number of awardees.

3. Funding is not currently committed for this contract. The Government intends to fund any minimum guarantees at time of DO award and may fund one or more DOs. Neither contracts nor DOs will be awarded until and unless funds become available. VA will not reimburse bid and proposal costs in the event a contract or DO is not awarded.

d. Delivery Ordering Procedures Contractors under MSPV Gen-Z V1 shall deliver requirements, as identified, throughout the ordering period. Each delivery order will specify details as they relate to deliverables and performance.

Although subject to change, the Government anticipates the initial delivery orders to have a Period of Performance (PoP) consisting of one (1) base year and four, one (1) year option periods.

1. MSPV Gen-Z V1 will follow ordering procedures as outlined in FAR 16.505. In accordance with FAR 16.505(b)(2), the CO will provide all MSPV Gen-Z V1 IDIQ contract holders a fair opportunity to be considered for all awards under MSPV Gen-Z V1 which exceed the micro-purchase threshold, unless one of the following exceptions applies:

a. The agency need for the supplies or services is so urgent that providing a fair opportunity would result in unacceptable delays;

b. Only one awardee is capable of providing the supplies or services required at the level of quality required because the supplies or services ordered are unique or highly specialized;

c. The order must be issued on a sole-source basis in the interest of economy and efficiency because it is a logical follow-on to an order already issued under the contract, provided that all awardees were given a fair opportunity to be considered for the original order;

d. The order risks compliance with VA’s salient requirements under the Veterans Benefits And Transition Act of 2018 (for example, P.L. 115-407, Sec. 703) or other pertinent statutes;

e. It is necessary to plan an order to satisfy a minimum guarantee; or

f. Any other authorized authority to limit sources found to be in VA’s best interest.

Should one of these exceptions exist, the CO will execute the delivery order limiting fair opportunity sources (or on a sole source basis) justified in accordance with the FAR and agency procedures.

2. As requirements for MSPV Gen-Z V1 are defined, Contractors will be given the fair opportunity to compete for the award, assuming the threshold is met and one of the exceptions noted above does not exist. The CO will issue a DOPR for each VISN, in accordance with FAR 16.505 and the procedures as outlined below. All MSPV Gen-Z V1 IDIQ contract holders will be permitted to respond to DOPRs issued for each VISN. Only one IDIQ holder will receive DO award per VISN. It should be noted that while MSPV Gen-Z V1 contractors are not required to submit a proposal for all DOPRs for which they are afforded the opportunity, in an effort to obtain maximum competition, they are expected to do so for all VISNs where they expressed interest in providing distribution services in their proposal to the base IDIQ solicitation. Repeated failure to provide a response for those VISNs identified in an Offeror’s IDIQ proposal may be taken into consideration when deciding whether or not to exercise the option. Contractors unable to perform the requirements as stated in a DOPR must submit a “no-bid” to the CO with a brief, yet specific, explanation.

3. Each DOPR will include, at a minimum:

a. the due date and instructions for proposal submission,

b. Statement of Work (SOW) or specifications, with a description of the requirements, including deliverables, and applicable information,

c. the place and PoP, and

d. any additional information deemed necessary by the CO or required by FAR 16.505.

4. The delivery order proposals will be evaluated in accordance with the unique evaluation criteria as set forth in each DOPR. The CO is not required to prepare formal evaluation plans, post notice on the Government Point of Entry (GPE) located at located at https://sam.gov/content/opportunities or hold discussions or negotiations with each offeror. The CO will, however, maintain an internal record of the award decision and supporting information. COs may evaluate by directly comparing competitive proposals and make an award decision based upon this comparison.

5. In accordance with FAR 16.5, the CO has broad discretion in determining which contractor should receive a delivery order. The CO will issue a delivery order to the contractor whose proposal is most advantageous to the Government considering the evaluation factors specified in the DOPR. The CO reserves the right to withdraw or cancel the DOPR. In such event, the contractor will be notified, via email, of the CO’s decision. This decision shall be final and conclusive and shall not be subject to the Disputes Clause or the Contract Disputes Act.

6. Upon DO award, the DO will be sent via email to the contractor. The contractor is not authorized at any time to commence DO performance prior to issuance of a signed DO or other written approval provided by a CO. The contractor’s failure to begin performance within the time frame required may result in termination of the delivery order and reconsideration of the other delivery order proposals received in response to the DOPR.

7. In accordance with FAR 16.505(b)(6), contractors may request a post-award debriefing for orders exceeding $6 million. The DO CO will conduct post-award debriefings in accordance with FAR 16.505(b)(6)(ii) and FAR 15.506. Issues arising from the placement of orders are not protestable to the Government Accountability Office unless the protest alleges that the order exceeded the value, scope or period of the contract or in the case where a single delivery order exceeds $10 million.

8. Delivery orders may only be modified by written modification, executed by a warranted CO. The contractor shall not perform or provide services that are not expressly stated in the contract or DO. A COR does not have the authority or means to obligate the Government or change the terms and conditions of the contract or DO.

e. On-Ramp/ Off-Ramp

1. On-Ramping The Government reserves the right to “on-ramp” additional MSPV Gen-Z V1 contractors throughout the ordering period to ensure adequate competition, during events such as, but not limited to, PV failure or reduced vendor pool. Should the Government exercise this right, a new solicitation with tailored requirements, terms, and conditions will be issued to the GPE at https://sam.gov/content/opportunities. New MSPV Gen-Z V1 awardees will be added to the pool of MSPV Gen-Z V1 IDIQ contract holders for future delivery orders.

Contracts awarded via the “on-ramp” process will share in, but not necessarily increase, the previously established ceiling. The “on-ramping” process will not necessarily extend the ordering period.

“On-ramping” and “off-ramping” processes may occur independently and are not guaranteed as a result of the other. The decision to “on-ramp” and “off-ramp” is at the sole discretion of the Government.

2. Off-Ramping The Government may off-ramp Prime Vendors (PVs or Contractors) at any time during the contract for performance issues, responsiveness, or eligibility at its discretion.

a. Performance

PV performance will be assessed/evaluated at the base contract and delivery order level. Quality Assurance Surveillance Plan (QASP) and other performance measures as determined appropriate by the Government will be utilized. DO performance will be reported through the CPARS.

In the event of severe and/or multiple performance failures not remedied to the Government’s satisfaction, the Government reserves the right to off-ramp the PV at no cost to the Government.

b. Responsiveness

Contractors are not required to submit a proposal for all DOPRs for which they are afforded the opportunity, in an effort to obtain maximum competition, they are expected to do so for all VISNs where they expressed interest in providing distribution services in their proposal to the base IDIQ solicitation. Contractors unable to perform the requirements as stated in a DOPR must submit a “no-bid” to the CO with a brief, yet specific, explanation. Repeated failure to provide a proposal or adequate rationale for failure to propose on those VISNs identified in an Offeror’s IDIQ proposal may result in off-ramping at no cost to the Government.

c. Business Integrity and Conflicts of Interest (COI) In accordance with the law and contract terms, Contractors are required to report suspected conflicts of interest and other business integrity issues (including organizational/personal conflicts of interest, improper buying-in, kickbacks, fraud, etc.) to the Contracting Officer. In cases where Contractors are self-reporting conflicts of interest, they are expected to present a mitigation plan to the Contracting Officer for consideration. Notwithstanding any other provisions of the law or this contract, failure to inform the Contracting Officer of suspected conflicts of interest or other business integrity issues, and/or failure to submit suitable conflict of interest mitigation could result in off-ramping at no cost to the Government.

3. Options In accordance with FAR 17.2, DOs may contemplate the use of options. Inclusion of options at the DO level will be properly documented and approved in accordance with the FAR and agency procedures and will be clearly stated in the DOPR. FAR 52.217-9 will be included in any DOs that include options.

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:

a. Quarterly []

b. Semi-Annually []

c. Other [X] In accordance with the Statement of Work and section B.2

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

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

B.2. TUNGSTEN NETWORK ELECTRONIC INVOICE SUBMISSION:

FINANCIAL SERVICES CENTER (FSC) e-INVOICE PROGRAM THROUGH AUSTIN PORTAL

FSC MANDATORY ELECTRONIC INVOICE SUBMISSION FOR AUSTIN PAYMENTS

1. Vendor Electronic Invoice Submission Methods:

Fax, email and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted data transmissions below.

1. VA’s Electronic invoice presentment and payment system-The FSC uses a third-party contractor, Tungsten Network (formally OB10), to transition vendors from paper to electronic invoice submission. Please see Tungsten contact information below to begin submitting electronic invoices, free of charge.

1. A system that conforms to the X12 Electronic Data Interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI).

1. The X12 EDI Web site (http://www.x12.org).

1. Vendor e-invoice Set-up information:

Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA FSC in Austin, TX for payment processing. If you have questions about the e-invoicing program or Tungsten Network, please contact the FSC at the phone number or email address listed below.

1. Tungsten Network e-Invoice setup information: 1-877-489-6135

1. Tungsten Network e-Invoice email: VA.Registration@ob10.com

1. FSC e-Invoice contact information: 1-877-353-9791

1. FSC e-Invoice email: vafsccshd@va.gov

1. http://www.fsc.va.gov/einvoice.asp

1. Communications:

1. https://www.federalregister.gov/articles/2012/11/27/2012-28612/va-acquisition-regulation-electronic-submission-of-payment-requests

1. http://fcw.com/articles/2012/11/27/va-epayments.aspx?s=fcwdaily

1. Specific Invoice Instructions:

1. The PV must electronically submit an ANSI X12 810 – Invoice transaction set for each shipment to FSC.

1. EDI 810 – Invoice: This transaction set will go from the PV to the FSC to be used for billing the customer and payment to the PV. PVs must provide a line item detail Invoice, EDI 810, to FSC. The line item detail and Contract Line Item Number(s) (CLIN) sequence on the PV EDI 810 must match the line item detail and CLIN sequence on the EDI 850 Purchase Order, the EDI 855 Purchase Acknowledgement and the EDI 856 Advanced Shipment Notice. For Medical Surgical Prime Vendor (MSPV) Product List supplies, the line item dollar value cited on the EDI 810 invoice must match the EDI 850 price. The ordering office’s assigned delivery order number shall be cited in its entirety on the electronic invoice. Specific formatting instructions must be followed in accordance with current Financial Services Center (FSC) implementation guide.

B.3. RECEIVING:

0. The PV shall provide an itemized packing list for each PO on the delivery. An accepting point must verify supplies upon delivery for kind, count, and condition. Payment is to be made only for supplies received.

0. If a supply is short-shipped, the accepting point is only authorized to pay for what it receives and must notify the PV of the discrepancy. If the PV processes an internal credit memo for accounting purposes, that reference number should be provided to the receiving point as an audit trail. The accepting point has two business days after delivery to destination to process receipt of supplies. After that time, the customer responsible for accepting is responsible for payment.

0. If an overage of any supply is delivered by the PV, the customer will notify the PV and obtain a disposition of the supplies. Supplies delivered after EDI rejection or cancellation by the PV will be treated as an overage. Within two business days, the PV is to either provide a Return Authorization Number and arrange for supply pickup or inform the customer of other action. The customer is not authorized to keep the material nor is the PV authorized to be paid for material it should not have shipped. The PV may not compel the customer to pay for supplies shipped due to vendor error.

0. Supplies Shipped with PV-supplied Carrier: If the supply is received damaged, the ordering facility notifies the PV who provides a credit memo number (if available), a Return Authorization Number, and arranges for supply pickup. The PV has a maximum of five business days to provide the customer with a Return Authorization Number or inform the customer of other actions.

0. Contractor error and shipping damage: The contractor shall accept return of supplies for replacement or credit for defective supplies, supplies shipped in error, short shelf life, or any other condition necessitating the return when such condition was caused by the PV(s). Facilities will notify the PV(s) within two business days of receipt of shipping damage, including concealed shipping damage, medical/surgical supplies with an initial expiration date or shelf life of less than six months, and at least 75% shelf life dating shall remain at time of delivery to the ordering facility.

0. PV shall provide disposition instructions to the customer within two business days of notification from the customer that supplies need to be returned due to recalls, overages, shipping damage, shelf life deficiency, or incorrect items shipped.

B.4. SAC 18-01-SAC SERVICE LEVEL AGREEMENT FEE:

SAC Service Level Agreement Fee and Submission of Quarterly Sales Reports; MSPV Gen-Z V1 (January 2016)

1. Service Level Agreement Fee.

The Service Level Agreement (SLA) fee is established by the Supply Fund Board and is provided as a means of reimbursement for customary acquisition-related services necessary to obtain contractor services and/or supplies as required. The SLA fee is reimbursed to the SAC based on rates established by the supply fund board and are recouped based on a percentage of total quarterly sales. The Supply Fund Board may change the percentage at any time, but typically not more than once per year. Upon a change in the SLA fee, the Contracting Officer (CO) shall issue a unilateral modification to apply the change to CLIN prices based upon the SLA fee rate change. The SAC will provide reasonable notice prior to the effective date of the change.

The current SLA fee which applies to this contract action is 1.00%.

1. Quarterly Sales Reports.

1. The Contractor shall report all contract sales under this contract and submit collected SLA fees as follows: The Contractor shall accurately report the dollar value, in U.S. dollars and rounded to the nearest whole dollar, of all sales made under this contract by calendar quarter (January 1–March 31, April 1–June 30, July 1–September 30, and October 1–December 31). Reported sales must include all sales made to all authorized contract or agreement users, whether shipped directly to the users or through Prime Vendor contractors. The report shall reflect sales by contract line item and shall segment sales by the Department of Veterans Affairs (VA) and Other Government Agencies (OGA). The reported contract sales shall include the SLA fee and each quarterly report shall show the total SLA fee amount collected on the reported sales. The Contractor shall maintain a consistent accounting method of sales reporting, based on the Contractor’s established commercial accounting practice. The Contractor shall consistently use only one of the following acceptable points at which sales may be reported—

0. Receipt of order;

0. Shipment or delivery, as applicable;

0. Issuance of an invoice; or

0. Payment.

2. Sales under this contract/agreement shall be reported to the SAC within 60 calendar days following the completion of each reporting quarter. The Contractor shall continue to furnish quarterly reports, including “zero” sales, through physical completion of the last outstanding order of the contract/agreement.

3. The sales report signed by an authorized representative of the contractor shall be emailed to the appropriate individual(s) listed in the terms and conditions of the contract or agreement.

1. SLA Fee Remittance The Contractor shall remit the SLA fee to the SAC in U.S. dollars within 60 calendar days after the end of the reporting quarter and final payment shall be remitted within 60 days after physical completion of the last outstanding task order or delivery order of the contract.

The SLA fee amount collected and due shall be paid electronically. To ensure that the payment is credited properly, the contractor shall electronically transmit the SLA fee along with the coinciding quarterly sales report at www.pay.gov (VA Strategic Acquisition Center (SAC)); specific instructions shall be provided when the contract action resulting from this solicitation is awarded (i.e. post-award/BPA issuance conference and/or post-award letter when used in lieu of a conference.

The Government reserves the right to inspect, without further notice, such records of the Contractor as pertinent to sales under any contract or agreements resulting from this solicitation. Failure to remit the full amount of the SLA fee within 60 calendar days after the end of the applicable reporting period constitutes a contract debt to the United States Government under the terms of Federal Acquisition Regulation (FAR) Subpart 32.6. The Government may exercise all rights under the Debt Collection Improvement Act of 1996, including withholding or setting off payments and interest on the debt (see FAR clause 52.232-17, Interest). Should the Contractor fail to submit the required sales reports, falsify them, or fail to timely pay the SLA fee, the Government shall have, in addition to the rights and remedies described in this clause, all other rights and remedies permitted by Federal law and statutes.

(End of Clause)

B.5 ACCEPTABLE FORMATS

Offerors are cautioned that Veterans Affairs cannot receive email attachments that exceed 10MB. Therefore, if your proposal or parts of your proposal exceed 10MB, then you must break them up into separate emails and attachments, so that each communication does not exceed 10MB. Additionally, offerors may not submit offers or parts of offers in Compressed or Zips files – only .PDF, .DOC, .DOCX, or .XLS files should be attached to emailed proposals.

Offerors are advised that, should they resubmit a proposal, the most recent proposal received by VA is the one that shall be considered for evaluation.

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SECTION C - CONTRACT CLAUSES

C.1 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (NOV 2021)

(a) Definitions. As used in this clause— Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures. (1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial products or commercial services, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of Clause) C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2022)

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

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

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (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 products and commercial services:

[X] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[X] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (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. (NOV 2021) (31 U.S.C. 6101 note).

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

[] (10) [Reserved] [] (11) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

[X] (12) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (13) [Reserved] [] (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.

[X] (16) 52.219-8, Utilization of Small Business Concerns (OCT 2022) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219–9, Small Business Subcontracting Plan (OCT 2022) (15 U.S.C. 637(d)(4)).

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

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

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

[] (v) Alternate IV (SEP 2021) 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 (OCT 2022) (15 U.S.C. 657s).

[X] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

[] (21) 52.219–27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT 2022) (15 U.S.C. 657f).

[X] (22) (i) 52.219–28, Post-Award Small Business Program Rerepresentation (OCT 2022) (15 U.S.C. 632(a)(2)).

[] (ii) Alternate I (MAR 2020) of 52.219–28.

[] (23) 52.219–29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (OCT 2022) (15 U.S.C. 637(m)).

[] (24) 52.219–30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (OCT 2022) (15 U.S.C. 637(m)).

[] (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

[] (26) l(26) 52.219–33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

[X] (27) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[X] (28) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (JAN 2022) (E.O. 13126).

[X] (29) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (30)(i) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

[] (ii) Alternate I (FEB 1999) of 52.222-26.

[X] (31)(i) 52.222–35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

[] (ii) Alternate I (JULY 2014) of 52.222-35.

[X] (32)(i) 52.222–36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

[] (ii) Alternate I (JULY 2014) of 52.222-36.

[X] (33) 52.222–37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

[X] (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (35)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

[] (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

[] (36) 52.222-54, Employment Eligibility Verification (MAY 2022). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

[] (37)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C.6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[] (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[] (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

[] (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

[] (40)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

[] (ii) Alternate I (OCT 2015) of 52.223-13.

[] (41)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

[] (ii) Alternate I (JUN 2014) of 52.223-14.

[] (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C. 8259b).

[] (43)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

[] (ii) Alternate I (JUN 2014) of 52.223-16.

[X] (44) 52.223–18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O. 13513).

[] (45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

[] (46) 52.223-21, Foams (JUN 2016) (E.O. 13693).

[] (47)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

[] (ii) Alternate I (JAN 2017) of 52.224-3.

[X] (48)(i) 52.225-1, Buy American—Supplies (OCT 2022) (41 U.S.C. chapter 83).

[] (ii) Alternate I (OCT 2022) of 52.225–1.

[] (49)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (OCT 2022) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

[] (ii) Alternate I (JAN 2021) of 52.225-3.

[] (iii) Alternate II (JAN 2021) of 52.225-3.

[] (iv) Alternate III (JAN 2021) of 52.225-3.

[] (v) Alternate IV (OCT 2022) of 52.225-3.

[X] (50) 52.225–5, Trade Agreements (OCT 2019) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (51) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

[] (52) 52.225–26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

[] (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

[] (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

[] (55) 52.229–12, Tax on Certain Foreign Procurements (FEB 2021).

[] (56) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[] (57) 52.232-30, Installment Payments for Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[X] (58) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Oct 2018) (31 U.S.C. 3332).

[] (59) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

[] (60) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[] (61) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

[X] (62) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(13)).

[] (63)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631).

[] (ii) Alternate I (Apr 2003) of 52.247-64.

[] (iii) Alternate II (NOV 2021) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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 products and commercial services:

[] (1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

[] (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[] (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[] (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

[] (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (MAY 2014) (41 U.S.C. chapter 67).

[] (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (MAY 2014) (41 U.S.C. chapter 67).

[] (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (JAN 2022).

[] (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706).

[] (9) 52.226–6, Promoting Excess Food Donation to Nonprofit Organizations (JUN 2020) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial products or commercial services. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

(ii) 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)).

(iii) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115–91).

(iv) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(v) 52.219–8, Utilization of Small Business Concerns (OCT 2022) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219–8 in lower tier subcontracts that offer subcontracting opportunities.

(vi) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

(vii) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

(viii) 52.222–35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

(ix) 52.222–36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

(x) 52.222–37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

(xi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(xii) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

(xiii)(A) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

(B) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

(xiv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance,…