36C24219Q0624-002.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. DUNS: DUNS+4:

PHONE: FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 56

630-19-3-3085-0033

36C24219Q0624 06-28-2019

Paul Speedling (914) 737-4400 x2107 07-19-2019

12:00 PM EDT

36C242

Department of Veterans Affairs

Network Contracting Office 2

James J. Peters VA Medical Center

130 West Kingsbridge Road

Bronx NY 10468-3904

X 100

X

334310

750 Employees

N/A

X

New York Campus

VA New York Harbor Healthcare System

VA Police Service

423 East 23rd Street

New York NY 10010

36C242

Department of Veterans Affairs

James J. Peters VA Medical Center

Network Contracting Office 2

130 West Kingsbridge Road

Bronx NY 10468-3904

Tungsten Network http://www.tungsten-network.com/us/en

/veterans-affairs

See CONTINUATION Page

Security CCTV Components & Installation

Please see Statement of Work on Page 5

Please see Price / Cost Schedule on Page 14

See CONTINUATION Page

X X

Paul J Speedling

Contracting Officer

SITE VISIT:

A MANDATORY site walk through with VA staff to acquire requirements for design/build Security Network Video Recorder System will occur on Thursday July 11, 2019 beginning at 9:00AM EDT.

All interested vendors contact the solicitation POC for additional information.

36C24219Q0624

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

B.4 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT

2018)

C.2 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED

SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

C.3 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

C.4 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.5 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.6 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (MAY 2019)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (OCT 2018)

E.2 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.3 52.237-1 SITE VISIT (APR 1984)

E.4 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.5 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL

ITEMS (OCT 2018)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C242 Paul J Speedling

Department of Veterans Affairs

Network Contracting Office 2

James J. Peters VA Medical Center

130 West Kingsbridge Road

Bronx NY 10468-3904

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] 30 Days

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.

Tungsten Network http://www.tungsten-network.com/us/en

/veterans-affairs

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the

Solicitation numbered and dated as follows:

AMENDMENT NO DATE

VA NEW YORK HARBOR HEALTHCARE SYSTEM

VA POLICE SERVICE

423 EAST 23RD ST

NEW YORK, NY 10010

B.2 STATEMENT OF WORK

STATEMENT OF WORK FOR

SECURITY NETWORK VIDEO RECORDER SYSTEM AT NYH MANHATTAN CAMPUS

Introduction/Background

The VA New York Harbor Healthcare System provides quality health care to veterans using the abilities of all employees supported by our commitment to education and research.

We are recognized locally, regionally, and nationally as a leader in quality patient care, positive customer service, medical/allied health education, and health-related research and employment opportunities. We seek to be the provider of choice of veterans and the community by offering an efficient, integrated quality health care system capable of providing a full range of primary, specialty and chronic health care services in a system that is readily accessible and responsive to change. Our key business drivers are quality, financial integrity, patient satisfaction and employee satisfaction.

Veterans Affairs Police and Security

The VA Police is the uniformed law enforcement service of the U.S. Department of Veterans Affairs, responsible for the protection and security of the VA Medical Centers and other facilities such as Outpatient

Clinics (OPC) and Community Based Outpatient Clinics (CBOC) operated by the VA. The VA Police have several divisions and operate separately but alongside the VA Law Enforcement Training Center (VA

LETC) under the umbrella of the Office of Security and Law Enforcement. The primary role of VA Police is to serve as a protective uniformed police force to deter and prevent crime, maintain order, and investigate crimes (ranging from summonses to felony offenses) which may have occurred within the jurisdiction of the Department or its federal assets. Some cases are investigated in conjunction with agents from the Office of the Inspector General (VA OIG).

The VA Police are an armed, federal law enforcement and protective service entity that operates in and around the various Veterans Affairs Medical Centers, National Cemeteries and other VA facilities located throughout the whole of United States to include Puerto Rico and the United States Virgin Islands. Among others, the VA Police are a specialized federal law enforcement agency, whose officers have full police powers derived from statutory authority to enforce all federal laws, VA rules and regulations, and to make arrests on VA controlled property whether owned or leased.

The current Video Management System (CCTV) in the New York Harbor are antiquated and at a critical point (end of life) state, most DVR’S are showing warning signs of failure on the DVR recorders. This

Video Management System is in desperate need of replacement with an updated NVR system. The current requirements on data storage from VACO are a minimum of 90 days. The New York Harbor’s current

Video Management System has a capacity of less than 30 days. The New York Harbor’s current Video

Management System is unable to recognized license plate tags or facial features, resolution and picture quality is very poor. Also the Manhattan VA currently has 10 separate DVR’s One NVR would replace all

10 DVR’S. An updated NVR system would solve all the above problems.

DVR stands for Digital Video Recorder, whereas NVR stands for Network Video Recorder. At the core, both NVR and DVRs are responsible for video recording. Both systems transmit the same type of data, what is the difference between DVR and NVR? The answer is essentially in how these systems process video recordings. At the most basic level, DVR systems process the video data at the recorder, whereas

NVR systems encode and process the video data at the camera and then streamed it to the NVR recorder which is used for storage and remote viewing. As DVRs and NVRs handle the video data differently, they require different types of cameras. It’s important to note that a DVR based system is a wired security system, whereas NVR systems can be a wired or wireless.

As NVR systems process the video data at the camera rather than on the recorder, the cameras in NVR systems are much more robust than their DVR counterparts. NVR systems use IP cameras which are standalone image capturing devices. IP cameras each have a chipset them which can process the video data which is then transmitted to a recorder. Unlike analog cameras, IP cameras are typically all capable of recording and sending audio as well as video. The more powerful hardware on IP cameras also enables improved smart functionality and video analytics, such as facial recognition.

Objective

The VA NYHHS Police Service is in need of a Security Network Video Recorder System (NVR) equipment and installation services for the VA Manhattan Campus’s.

The vendor will:

• Conduct a mandatory site walkthrough with VA staff to acquire requirements for design/build

Security Network Video Recorder System.

https://www.swann.com/us/products/wireless-security/wifi-ip-cameras

• Create systems documentation and drawings for the systems signal and path routes in a format compatible with current VA electrical systems.

• Submit in writing results of the on-site walkthrough and the project requirements set forth by the

VA Police Service. Vendor will specify appropriate equipment to complete project outcome or suggest alternate system and/or equipment that will effectively interface and integrate system requirements.

• Ensure all controller equipment is installed in the desired location.

• Purchase, deliver, assemble, test and modify all security CCTV equipment per VA requirements

• Furnish and install all necessary conduit, cabling, boxes, conversion, routing and switching equipment, and programming labor required for complete and fully operational systems.

• Mark all cables, regardless of length, with permanent, non-handwritten number of letter cable markers within six inches of booth ends. There shall be no unmarked cables at any places in the system. Marking codes used on cables shall correspond to the codes shown on system drawings.

• Warranty the entire system installation for a minimum of one year from the date of system acceptance by the VA. Component warranties shall be honored for the term established by the manufacturer, if greater than one year.

• All required security equipment’s are to be attached to the required designation. It is the responsibility of the Contractor to provide a safe support system for the security equipment being installed.

• Provide a designated supervisor present and in responsible charge on the project site during all phases of the installation and testing of the project.

• Test security CCTV and demonstrate to the VA that they are functioning effectively.

• Provide a project maintenance binder with all manufacturer specific operating and maintenance instructions manuals for each piece of equipment installed.

• Under the warranty, return within the first 30 days after the systems have been turned over to the

VA for additional system configuration and fine-tuning.

• Provide the source code for the control system to the VA upon completion of project installation.

• Provide all labor, materials, transportation and equipment to complete the furnishing, installation, assembly, set up and testing of the systems along with equipment provided by the VA.

• Provide training to Police Service and other required staff on use of the equipment, at least two training sessions. Provide manual with basic system overview and instructions for routine use.

• It is the sole responsibility of the Contractor to verify all dimensions and take field measurements to confirm that a particular installation effort can proceed.

• Perform all work pursuant to a plan approved by the VA

Requirements: Recommended Products – The vendor shall provide brand names or equivalent

1. Security Network Video Recorder Storage Server

• Must be able to record up to 450 Mbps(300 streams) and must be able to meet demanding performance for write-intensive applications.

• Must be able to support 3rd party cameras without translation interface

• ONVIF compliant: Support ONVIF S compliant cameras and devices

• Must be able to multicast record of data streams for restricted bandwidth scenarios.

• (Recommended - Pelco E1-VXS-72-P)

2. 16 Channel H.264 Based Network Video Encoder

• Must be able to meet MJPEG and H.264 Baseline, Main or High Profile compression

• Ability to Open stream at up to D1; 30/25 images per second (ips) per stream

• Must be integrated Coaxitron, Panasonic Proteus and Pelco D and Pelco P PTZ Protocols

• ONVIF Profile-S Conformant

• (Recommended – Pelco NET 5516)

3. Workstation with upgraded graphics card, enabling use of up to 6 monitors

• Must be able to eliminate single points of failure and ensure reliability through fault-tolerant software and distributed architecture and multiple levels of redundancy

• Must be able to provide scalability and modular expansion

• Must be able to provide paths for Endura and Digital Sentry systems

• Must be Microsoft Windows based

• (Recommended – Pelco E1-OPS-WKS6P Ops Center Workstation)

4. Workstation with High resolution Core and Media Gateway all-in-one hardware, including appropriate power cords

• Must be able to eliminate single points of failure and ensure reliability through fault-tolerant software and distributed architecture and multiple levels of redundancy

• Must be able to provide scalability and modular expansion

• Must be able to provide paths for Endura and Digital Sentry systems

• (Recommended – Pelco E1-CMG-SVRP)

5. Security Network Video Accessory Server with appropriate Power Cords

• Must be able to eliminate single points of failure and ensure reliability through fault-tolerant software and distributed architecture and multiple levels of redundancy

• Must be able to provide scalability and modular expansion

• Must be able to provide paths for Endura and Digital Sentry systems

• (Recommended – Pelco E1 VX-A3-ACC)

6. Security Network Video Recorder Enhanced Decoder with appropriate power cords

• (Recommended – Pelco VX-A3-DEC)

7. High Performance Computer and Electronics UPS surge protector

• (Recommended – Pelco APC1500)

8. 12 Megapixel Indoor 360-degree network camera

• Must have constant 360 degrees surveillance with no blind spots

• No moving parts, no maintenance and silent operation

• High quality images in low-light conditions

• 12 FPS at 9.6 MP max resolution and up to 30 FPS at 2.0 MP

• Must have 0.1 lux minimum illumination

• (Recommended – Pelco EVO-12 NID Camera)

9. 12 Megapixel 270 degrees Panoramic Surface Environmental Vandal

• Must have constant, seamless situational awareness

• Must be able to zoom in detail live or retrospectively with client-side dewarping

• Multiple immersive PTZ views at video management system

• Up to 12-megapixel (4x3 MPX) resolution

• Up to 30 frames per second (FPS)

• (Recommended – Pelco IMM12027-1ESUS)

10. Appropriate licenses for cameras and video storage systems

• (Pelco E1-1C)

Product Installation

The vendor shall be responsible for determination of and compliance with federal and state or local code requirements, design data, and other factors necessary to design and install the items at the desired location.

Training of Operating personnel

(a) The price quoted shall include contractor responsibility for providing on-site orientation and training of using personnel in operation and care of the equipment furnished. This training shall include actual demonstration and operation of the equipment, preventative maintenance, and any adjustments or other actions which may be undertaken by operating personnel in the event of failure of equipment, provided that such adjustment or action shall in no way jeopardize the Government's rights under contract guarantee clause. Upon completion of installation, this training shall be given by qualified contractor representatives on a date to be determined by the using service POC. Operator and maintenance training shall not be conducted concurrently.

All contractor employees and subcontractors under this contract or order are required to complete the

VA's on-line “VA Privacy and Information Security Awareness and Rules of Behavior Training” - TMS

Code “10176”

Contractors must provide signed certifications of completion to the COTR during each year of the contract. This requirement is in addition to any other training that may be required of the contractor and subcontractor(s).”

(b) Vendor shall submit training materials and training videos (prepared in CD or DVD format) on each piece of equipment for operation and maintenance. Any available training videos shall be for operation and maintenance and shall not be combined. These training materials and videos shall demonstrate the operation and maintenance of the equipment and any adjustments or other actions that may be undertaken by VA operating personnel in the event of failure of equipment. These training materials and videos shall be submitted to the responsible operations official or his designee prior to beginning of training.

(c) The Vendor shall consult with the Contracting Officer Representative or person acting in that capacity regarding the time this training will begin. These officials will be responsible for arranging for the presence of personnel to be trained.

Place of Delivery

The products and services will be delivered and performed at

VA NYHHS – Manhattan Campus

Police Service

Attn: Michael Grieco

423 East 23rd Street

New York N.Y

Time of Delivery

The required delivery date shall be annotated on deliver order. Delivery dates specified on delivery orders may be adjusted by the contracting officer to coincide with the date the hospital will be ready to take the order.

Information Security Requirements

SUBPART 839.2 – INFORMATION AND INFORMATION TECHNOLOGY SECURITY

REQUIREMENTS

839.201 Contract clause for Information and Information Technology Security:

a. Due to the threat of data breach, compromise or loss of information that resides on either VA-owned or contractor-owned systems, and to comply with Federal laws and regulations, VA has developed an

Information and Information Technology Security clause to be used when VA sensitive information is accessed, used, stored, generated, transmitted, or exchanged by and between VA and a contractor, subcontractor or a third party in any format (e.g., paper, microfiche, electronic or magnetic portable media).

b. In solicitations and contracts where VA Sensitive Information or Information Technology will be accessed or utilized, the CO shall insert the clause found at 852.273-75, Security Requirements for

Unclassified Information Technology Resources.

852.273-75 - SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION

TECHNOLOGY RESOURCES (INTERIM- OCTOBER 2008)

As prescribed in 839.201, insert the following clause:

The contractor, their personnel, and their subcontractors shall be subject to the Federal laws, regulations, standards, and VA Directives and Handbooks regarding information and information system security as delineated in this contract.

Acceptance Procedures

Prior to acceptance of the goods or services provided under this contract, inspection and testing will be performed by the Government in accordance with this clause. (a) Upon completing of installation, the equipment shall be turned over to the hospital for use. The contractor shall furnish, upon completion of installation, a written notice of readiness for inspection for the Contracting Officer or the COR.

If services and products do not conform to contract requirements, the Government may require the contractor to perform the services again in conformity with contract requirements, at no additional cost to the Government, if appropriate. When the defects in services and products cannot be corrected by re-performance, the Government may:

• Reduce the contract price to reflect the reduced value of the service performed and product delivered.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1.00 EA __________________ __________________

NY Police CCTV Upgrade - Security Network Video Recorder Storage

Server (E1-VXS-72)

LOCAL STOCK NUMBER: E1-VXS-72

12.00 EA __________________ __________________

16 Channel H.264 Based Network Video Encoder (NET5516)

LOCAL STOCK NUMBER: NET5516

Workstation with upgraded graphics card, enabling use of up to 6 monitors (E1-OPS-WKS6P Ops Center Workstation)

LOCAL STOCK NUMBER: E1-OPS-WKS6P

Workstation with High resolution Core and Media Gateway all-in-one hardware, including appropriate power cords (E1-CMG-SVRP)

LOCAL STOCK NUMBER: E1-CMG-SVRP

Security Network Video Accessory Server with appropriate Power Cords

(E1 VX-A3-ACC)

LOCAL STOCK NUMBER: E1 VX-A3-ACC

Security Network Video Recorder Enhanced Decoder with appropriate power cords (VX-A3-DEC)

LOCAL STOCK NUMBER: VX-A3-DEC

High Performance Computer and Electronics UPS surge protector

(APC1500)

LOCAL STOCK NUMBER: APC1500

7.00 EA __________________ __________________

12 Megapixel Indoor 360-degree network camera (EVO-12 NID Camera)

LOCAL STOCK NUMBER: EVO-12 NID Camera

5.00 EA __________________ __________________

12 Megapixel 270 degrees Panoramic Surface Environmental Vandal

(IMM12027-1ESUS)

LOCAL STOCK NUMBER: IMM12027-1ESUS

200.00 EA __________________ __________________

Appropriate licenses for cameras and video storage systems (E1-1C)

LOCAL STOCK NUMBER: E1-1C

1.00 JB __________________ __________________

Two Security Technicians X 40 Hours = 80 Hours $100 per hour for

Security Technicians 80 (hours) X $100.00 = $8,000.00 Training Session x 2 Hours = 2 Hours $100.00 per hour for Security Technician 2 (hours) X

$100.00 = $200.00

GRAND TOTAL __________________

B.4 DELIVERY SCHEDULE

ITEM NUMBER QUANTITY

DELIVERY

DATE

0001 SHIP TO: New York Campus

VA NYHHCS

423 East 23rd Steet

New York, NY 10010 5011

USA

1.00 60 Days ARO

MARK

FOR:

Michael Grieco

718-836-6600

Michael.Grieco1@va.gov

12.00 60 Days ARO

7.00 60 Days ARO

5.00 60 Days ARO

200.00 60 Days ARO

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS (OCT 2018)

(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 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

32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31

U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts;

18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety

Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the

EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the

Government or any Government authorized end user to such clause.

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

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

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

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED

VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran-owned small business concern or SDVSOB”:

(1) Means a small business concern:

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

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans (or eligible surviving spouses) or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran;

(iii) The business meets Federal small business size standards for the applicable North American

Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and control pursuant to 38 CFR 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov); and

(v) The business will comply with subcontracting limitations in 13 CFR 125.6, as applicable https://www.vip.vetbiz.gov/

(2) “Service-disabled veteran” means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(b) General.

(1) Offers are solicited only from verified service-disabled veteran-owned small business concerns.

Offers received from concerns that are not verified service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a verified service-disabled veteran-owned small business concern.

(c) Agreement. A service-disabled veteran-owned small business concern agrees that in the performance of the contract, the concern will comply with the limitation on subcontracting requirements in 13 CFR

§125.6.

(d) A joint venture may be considered a service-disabled veteran owned small business concern if the joint venture complies with the requirements in 13 CFR 125.15, provided that any reference therein to

SDVO SBC is to be construed to apply to a VA verified SDVOSB as appropriate.

(e) Any service-disabled veteran-owned small business concern (non-manufacturer) must meet the requirements in FAR 19.102(f) of the Federal Acquisition Regulation to receive a benefit under this program.

(End of Clause)

C.3 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—

MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned

Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the

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

(c) All support contractors conducting this review on behalf of VA will be required to sign an

“Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

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

Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause)

C.4 VAAR 852.232-72 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)

FAR

Number

Title Date

852.270-1 REPRESENTATIVES OF CONTRACTING OFFICERS JAN 2008

C.5 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

FAR

Number

Title Date

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

JUL 2016

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

DEC 2013

852.203-70 COMMERCIAL ADVERTISING MAY 2018

852.246-71 REJECTED GOODS OCT 2018

(End of Addendum to 52.212-4)

C.6 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(MAY 2019)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

(JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing

Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or

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

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(4) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-

78 (19 U.S.C. 3805 note)).

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

Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I

(Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (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 (Oct 2018)

(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. (OCT 2015) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates…