36C24124Q0368_2.docx

36C24124Q0368

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

523-24-2-3801-0033 36C24124Q0368 Tyler Kenyon 401-932-7055 03-28-2024 2pm

EDT

Department of Veterans Affairs VAMC Providence 830 Chalkstone Avenue Providence

RI

02908 X 513199 1000 Employees N/A X Department of Veterans Affairs

VISN 1

DELIVERED ELECTRONICALLY

Department of Veterans Affairs VAMC Providence 830 Chalkstone Avenue Providence

RI

02908

Financial Services Center P.O. Box 149971 Austin

TX

78714-9971 See CONTINUATION Page The government intends to award a single contract to provide brand name journal products as described in the Price/Cost Schedule.

Period of Performance Base: 3/30/3024 - 3/29/2025 Option 1: 3/30/3025 - 3/29/2026 Option 2: 3/30/3026 - 3/29/2027 Option 3: 3/30/3027 - 3/29/2028 Option 4: 3/30/3028 - 3/29/2029 See CONTINUATION Page X X Tyler Kenyon 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: Contracting Officer 36C241

VAMC Providence

830 Chalkstone Avenue Providence RI 02908

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.

PO Box 149971 Austin TX 78714-9971 http://www.fsc.va.gov/einvoice.asp ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Group Subscription Package Elsevier Resources FY24

STATEMENT OF WORK

The Department of Veterans Affairs (VA) Veterans Integrated Service Network 1 (VISN 1) Knowledge Information Service requires a base year and 4 option year subscriptions to the following clinical/medical resources published by Elsevier:

1. Mosby’s Medical Surgical Nursing Orientation from Elsevier (via W.T. Cox) due to the demand for more staff nurses with training in medical surgical nursing. This is an existing off the shelf, web-based nursing competency and skills education program for nurses throughout VISN1.

Performance Period:

Base: 03/30/2024 through 03/29/2025 Option 1: 03/30/2025 through 03/29/2026 Option 2: 03/30/2026 through 03/29/2027 Option 3: 03/30/2027 through 03/29/2028 Option 4: 03/30/2027 through 03/29/2029

2. Subscription to Elsevier’s ExpertPath - ImmunoQuery pathology clinical decision tool and database used by VISN1 pathologists.

Performance Period:

Base: 03/30/2024 through 03/29/2025 Option 1: 03/30/2025 through 03/29/2026 Option 2: 03/30/2026 through 03/29/2027 Option 3: 03/30/2027 through 03/29/2028 Option 4: 03/30/2027 through 03/29/2029

3. Subscription to Elsevier’s digital journal: Behaviour Research and Therapy Performance Period:

Base: 03/30/2024 through 03/29/2025 Option 1: 03/30/2025 through 03/29/2026 Option 2: 03/30/2026 through 03/29/2027 Option 3: 03/30/2027 through 03/29/2028 Option 4: 03/30/2027 through 03/29/2029

4. Subscription to Elsevier’s digital journal: Cognitive and Behavioral Practice Performance Period:

Base: 03/30/2024 through 03/29/2025 Option 1: 03/30/2025 through 03/29/2026 Option 2: 03/30/2026 through 03/29/2027 Option 3: 03/30/2027 through 03/29/2028 Option 4: 03/30/2027 through 03/29/2029

Objectives

Mosby’s Medical Surgical Nursing Orientation

The Contractor shall provide Mosby’s Medical Surgical Nursing Orientation that includes a broad base content that is needed for the orientation, preparation and qualification of nursing staff in the standards of medical surgical nursing. This resource is directed toward new and experienced nurses in emergency and acute care settings.

ExpertPath/ImmunoQuery package

The Contractor shall provide ExpertPath/ImmunoQuery that includes a database and clinical decision support resource that pathologists use to research a diagnosis, compare differentials and formulate a list of tests to run to further differentiate between them, and to reach a diagnosis and ultimately support Veteran patient care.

Digital Subscriptions : Behavior Research and Therapy and Cognitive and Behavioral Practice

The Contractor shall provide the digital subscriptions to Behaviour Research and Therapy and Cognitive and Behavioral Practice that include authoritative information and research on mental health therapy and practice that is highly relevant to the work of VISN1’s mental health staff at all facilities.

Scope of Work:

The vendor will provide all sites in VISN 1 with access to online, web-based product. Authentication shall be via IP address validation on an enterprise basis, eliminating the need for users to enter identification, username and/or password. Users are to have immediate access from any web-enabled PC on a network within VISN1. It is required that all authorized remote users of VPN, Citrix, CAG or EZProxy can have access via any VA networked computer and/or CPRS (electronic medical record software). Allow mobile access when available.

Product Scope:

VISN1 subscription to 1) Mosby’s Medical Surgical Nursing Orientation, 2) ExpertPath/ImmunoQuery, 3) journals Behavior Research and Therapy and Cognitive and Behavioral Practice and any subsequent generations or upgrades during this contract period.

Access, content, support:

Product/service is 508 compliant. (http://www.section508.gov/)

If product is not 508 compliant, vendor must describe measures being taken to bring product into compliance and date, within 12 months of contract award, that product will be 508 compliant OR if product is not 508 compliant and vendor must describe what steps are being done to make it 508 compliant.

Access to be granted through IP address validation on an enterprise basis, eliminating the need for users to enter identification, username and/or password.

It is required that all authorized remote users (with VPN, dial-up, wireless, etc. access) have access to the product through any VA networked computer and/or CPRS (electronic medical record).

The product is compatible with most standard web browsers, which have cookies enabled. To insure privacy the product uses session cookies rather than persistent cookies.

The product is compatible with the Windows environment.

All site content and support of the web site is the responsibility of the contractor. This includes tech support to VISN 1 users region-wide.

System downtime is minimal and VA project manager is notified when such occurs.

Single point of contact for customer service issues is assigned to VA.

Questions are responded to on the same business day.

Usage statistics are available to the system administrator on an enterprise level.

The products shall be accessible via a variety of platforms and mobile devices.

The contractor should offer training services. On an as-requested basis, training session (web-based or live) will be set up to train VISN1 library on use of the product. Specialized training sessions may be requested for VISN1 library staff.

Availability of usage statistics at an IP level on a quarterly schedule is highly desirable.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

VISN 1 Knowledge Information Service requires a one-year subscription to Mosby's Medical Surgical Nursing Orientation course for the eight facilities in VISN1 for the period 03/30/2024 through 03/29/2025. This resource is published by Elsevier via W.T. Cox authorized distributer.

Contract Period: Base POP Begin: 03-30-2024 POP End: 03-29-2025 PRINCIPAL NAICS CODE: 513199 - All Other Publishers PRODUCT/SERVICE CODE: 7610 - Books and Pamphlets

VISN 1 Knowledge Information Service requires a one year (base year) subscription to ExpertPath/ImmunoQuery clinical decision resource for VISN1 pathologists. Period of performance 03/30/2024 through 03/29/2025. This resource is published by Elsevier and distributed via W.T. Cox.

POP Begin: 03-30-2024 POP End: 03-29-2025

VISN 1 Subscription to journal: Bahaviour Research and Therapy. Published by Elsevier distributed by WT Cox. Period of performance 03/31/2024 through 03/30/2025.

POP Begin: 03-30-2024 POP End: 03-29-2025

VISN 1 Subscription to digital journal: Cognitive and Behavioral Practice. Published by Elsevier, distributed by WT Cox. Period of Performance: 03/31/2024 through 03/30/2025.

POP Begin: 03-30-2024 POP End: 03-29-2025

Option 1: VISN1 Knowledge Information Service requires a one-year subscription to Mosby's Medical Surgical Nursing Orientation course for the eight facilities in VISN1 for the period 03/30/2025 through 03/29/2026. This resource is published by Elsevier via W.T. Cox authorized distributer.

Contract Period: Option 1 POP Begin: 03-30-2025 POP End: 03-29-2026

Option 1: VISN1 Knowledge Information Service requires a one year subscription to ExpertPath/ImmunoQuery clinical decision resource for VISN1 pathologists. Period of performance 03/30/2025 through 03/29/2026. This resource is published by Elsevier and distributed via W.T. Cox.

POP Begin: 03-30-2025 POP End: 03-29-2026

Option 1: VISN 1 Subscription to journal: Bahaviour Research and Therapy. Published by Elsevier distributed by WT Cox. Period of performance 03/31/2025 through 03/30/2026.

POP Begin: 03-30-2025 POP End: 03-29-2026

Option 1: VISN 1 Subscription to digital journal: Cognitive and Behavioral Practice. Published by Elsevier, distributed by WT Cox. Period of Performance: 03/31/2025 through 03/30/2026.

POP Begin: 03-30-2025 POP End: 03-29-2026

Option 2: VISN1 Knowledge Information Service requires a one-year subscription to Mosby's Medical Surgical Nursing Orientation course for the eight facilities in VISN1 for the period 03/30/2026 through 03/29/2027. This resource is published by Elsevier via W.T. Cox authorized distributer.

Contract Period: Option 2 POP Begin: 03-30-2026 POP End: 03-29-2027

Option 2: VISN1 Knowledge Information Service requires a one year subscription to ExpertPath/ImmunoQuery clinical decision resource for VISN1 pathologists. Period of performance 03/30/2026 through 03/29/2027. This resource is published by Elsevier and distributed via W.T. Cox.

POP Begin: 03-30-2026 POP End: 03-29-2027

Option 2: VISN 1 Subscription to journal: Bahaviour Research and Therapy. Published by Elsevier distributed by WT Cox. Period of performance 03/31/2026 through 03/30/2027.

POP Begin: 03-30-2026 POP End: 03-29-2027

Option 2: VISN 1 Subscription to digital journal: Cognitive and Behavioral Practice. Published by Elsevier, distributed by WT Cox. Period of Performance: 03/31/2026 through 03/30/2027.

POP Begin: 03-30-2026 POP End: 03-29-2027

Option 3: VISN1 Knowledge Information Service requires a one-year subscription to Mosby's Medical Surgical Nursing Orientation course for the eight facilities in VISN1 for the period 03/30/2027 through 03/29/2028. This resource is published by Elsevier via W.T. Cox authorized distributer.

Contract Period: Option 3 POP Begin: 03-30-2027 POP End: 03-29-2028

Option 3: VISN1 Knowledge Information Service requires a one-year subscription to ExpertPath/ImmunoQuery clinical decision resource for VISN1 pathologists. Period of performance 03/30/2027 through 03/29/2028. This resource is published by Elsevier and distributed via W.T. Cox.

POP Begin: 03-30-2027 POP End: 03-29-2028

Option 3: VISN 1 Subscription to journal: Bahaviour Research and Therapy. Published by Elsevier distributed by WT Cox. Period of performance 03/31/2027 through 03/30/2028.

POP Begin: 03-30-2027 POP End: 03-29-2028

Option 3: VISN 1 Subscription to digital journal: Cognitive and Behavioral Practice. Published by Elsevier, distributed by WT Cox. Period of Performance: 03/31/2027 through 03/30/2028.

POP Begin: 03-30-2027 POP End: 03-29-2028

Option 4: VISN1 Knowledge Information Service requires a one-year subscription to Mosby's Medical Surgical Nursing Orientation course for the eight facilities in VISN1 for the period 03/30/2028 through 03/29/2029. This resource is published by Elsevier via W.T. Cox authorized distributer.

Contract Period: Option 4 POP Begin: 03-30-2028 POP End: 03-29-2029

Option 4: VISN1 Knowledge Information Service requires a one year subscription to ExpertPath/ImmunoQuery clinical decision resource for VISN1 pathologists. Period of performance 03/30/2028 through 03/29/2029. This resource is published by Elsevier and distributed via W.T. Cox.

POP Begin: 03-30-2028 POP End: 03-29-2029

Option 4: VISN 1 Subscription to journal: Bahaviour Research and Therapy. Published by Elsevier distributed by WT Cox. Period of performance 03/31/2028 through 03/30/2029.

POP Begin: 03-30-2028 POP End: 03-29-2029

Option 4: VISN 1 Subscription to digital journal: Cognitive and Behavioral Practice. Published by Elsevier, distributed by WT Cox. Period of Performance: 03/31/2028 through 03/30/2029.

POP Begin: 03-30-2028 POP End: 03-29-2029

B.3 DELIVERY SCHEDULE

N/A N/A, N/A

USA

1.00

(603) 722-9029 eric.stauffer@va.gov

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

N/A N/A, N/A

1.00

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.217-7 OPTION FOR INCREASED QUANTITY—SEPARATELY PRICED LINE ITEM (MAR 1989) The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within 30. Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

(End of Clause)

C.3 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

Funds are not presently available for this contract. The Government's obligation under this contract is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are made available to the Contracting Officer for this contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Contracting Officer.

(End of Clause) C.4 VAAR 852.219-76 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SUPPLIES AND PRODUCTS (JAN 2023) (DEVIATION)

(a) Pursuant to 38 U.S.C. 8127(l)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101 definition), it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract, as follows:

(i) [ ] In the case of a contract for supplies or products (other than from a nonmanufacturer of such supplies), it will not pay more than 50% of the amount paid by the government to it to firms that are not certified SDVOSBs listed in the SBA certification database as set forth in 852.219–73 or certified VOSBs listed in the SBA certification database as set forth in 852.219–74. Any work that a similarly situated certified SDVOSB/VOSB subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(ii) [ ] In the case of a contract for supplies from a nonmanufacturer, it will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) is granted. The offeror understands that, as provided in 13 CFR 121.406(b)(7), such a waiver has no effect on requirements external to the Small Business Act, such as the Buy American Act or the Trade Agreements Act.

(2) Manufacturer or nonmanufacturer representation and certification. [Offeror fillin—check each applicable box below. The offeror must select the applicable provision below, identifying itself as either a manufacturer or nonmanufacturer]:

(i) [] Manufacturer or producer. The offeror certifies that it is the manufacturer or producer of the end item being procured, and the end item is manufactured or produced in the United States, in accordance with paragraph (a)(1)(i).

(ii) [ ] Nonmanufacturer. The offeror certifies that it qualifies as a nonmanufacturer in accordance with the requirements of 13 CFR 121.406(b) and paragraph (a)(1)(ii). The offeror further certifies it meets each element below as required in order to qualify as a nonmanufacturer.

[ ] The offeror certifies that it does not exceed 500 employees (or 150 employees for the Information Technology Value Added Reseller exception to NAICS code 541519, which is found at 13 CFR 121.201, footnote 18).

[ ] The offeror certifies that it is primarily engaged in the retail or wholesale trade and normally sells the type of item being supplied.

[ ] The offeror certifies that it will take ownership or possession of the item(s) with its personnel, equipment, or facilities in a manner consistent with industry practice.

(iii) [ ] The offeror certifies that it will supply the end item of a small business manufacturer, processor, or producer made in the United States, unless a waiver as provided in 13 CFR 121.406(b)(5) has been issued by SBA. [Contracting Officer fill-in or removal (see 13 CFR 121.1205). This requirement must be included for a single end item. However, if SBA has issued an applicable waiver of the nonmanufacturer rule for the end item, this requirement must be removed in the final solicitation or contract.] or [Contracting officer tailor clause to remove one or other block under subparagraph (iii).] [ ] If this is a multiple item acquisition, the offeror certifies that at least 50% of the estimated contract value is composed of items that are manufactured by small business concerns. [Contracting Officer fill-in or removal. See 13 CFR 121.406(d) for multiple end items. If SBA has issued an applicable nonmanufacturer rule waiver, this requirement must be removed in the final solicitation or contract.]

(3) The offeror acknowledges that this certification concerns a matter within the jurisdiction of an Agency of the United States. The offeror further acknowledges that this certification is subject to Title 18, United States Code, Section 1001, and, as such, a false, fictitious, or fraudulent certification may render the offeror subject to criminal, civil, or administrative penalties, including prosecution.

(4) If VA determines that an SDVOSB/ VOSB awarded a contract pursuant to 38 U.S.C. 8127 did not act in good faith, such SDVOSB/VOSB shall be subject to any or all of the following:

(i) Referral to the VA Suspension and Debarment Committee;

(ii) A fine under section 16(g)(1) of the Small Business Act (15 U.S.C. 645(g)(1)); and

(iii) Prosecution for violating 18 U.S.C. 1001.

(b) The offeror represents and understands that by submission of its offer and award of a contract it may be required to provide copies of documents or records to VA that VA may review to determine whether the offeror complied with the limitations on subcontracting requirement specified in the contract or to determine whether the offeror qualifies as a manufacturer or nonmanufacturer in compliance with the limitations on subcontracting requirement. Contracting officers may, at their discretion, require the contractor to demonstrate its compliance with the limitations on subcontracting at any time during performance and upon completion of a contract if the information regarding such compliance is not already available to the contracting officer. Evidence of compliance includes, but is not limited to, invoices, copies of subcontracts, or a list of the value of tasks performed.

(c) The offeror further agrees to cooperate fully and make available any documents or records as may be required to enable VA to determine compliance. The offeror understands that failure to provide documents as requested by VA may result in remedial action as the Government deems appropriate.

(d) Offeror completed certification/fill-in required. The formal certification must be completed, signed and returned with the offeror’s bid, quotation, or proposal. The Government will not consider offers for award from offerors that do not provide the certification, and all such responses will be deemed ineligible for evaluation and award.

Certification I hereby certify that if awarded the contract, [insert name of offeror] will comply with the limitations on subcontracting specified in this clause and in the resultant contract. I further certify that I am authorized to execute this certification on behalf of [insert name of offeror].

Printed Name of Signee: ___________ Printed Title of Signee: _____________ Signature: ____________ Date: ______________ Company Name and Address: _______________ (End of Clause)

C.5 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

C.6 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

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

(End of Clause)

C.7 VAAR 852.247-71 DELIVERY LOCATION (OCT 2018)

Shipment of deliverable items, other than reports, shall be to:

Department of Veterans Affairs

VISN 1

DELIVERED ELECTRONICALLY

(End of Clause)

C.8 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

(End of Addendum to 52.212-4)

C.9 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2023) (DEVIATION) (JAN 2024)

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

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

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (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) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 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. 4655).

[] (2) 52.203–13, Contractor Code of…