36C24223Q0169_1.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. 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

36C24223Q0169 01-13-2023

Andres Cepeda andres.cepeda@va.gov 01-27-2023

12:00 EST

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

561621

$22 Million

N/A

X

See Delivery Schedule

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 https://www.tungsten-network.com/ customer-campaigns/veteransaffairs/

See CONTINUATION Page

The Department of Veterans Affairs (VA), Northport VA Medical Center has a requirement for maintain and repair the government owned Physical Security Systems located at the Northport VA Medical Center (VAMC) and at various Community-Based Outpatient Clinics (CBOCs) located throughout Nassau and Suffolk Counties of New York.

The contract will be Firm-Fixed Price type of contract resulting from this solicitation with an anticipated performance period of Date of Award or February 15, 2023 until 14 February 2024 for the Base Year of the contract and four (4) 12 months option periods at the option periods at the option of the Government

See CONTINUATION Page

X X

X 1

Andres Cepeda Contracting Officer NCO 2

36C24223Q0169

Table of Contents

SECTION A

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

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

SECTION C - CONTRACT CLAUSES

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

AND COMMERCIAL SERVICES (NOV 2021)

C.2 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ...26

C.3 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE

GOVERNMENT (JUN 2020)

C.4 52.219-27 NOTICE OF SERVICE-DISABLED VETERAN-OWNED SMALL

BUSINESS SET-ASIDE (OCT 2022)

C.5 52.203-18 PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE

CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS—

REPRESENTATION (JAN 2017)

C.6 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.7 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

C.8 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.9 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

852.219-73 VA Notice of total set-aside for verified service-disabled veteran-owned small businessES (NOV 2022)

C.10 VAAR 852.219-77 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—

CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (SEP 2021)

(DEVIATION)

C.11 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020) ..37

C.12 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.13 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (MAY 2022) (JUL 2020) (DEVIATION)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2021)

E.2 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2022)

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

COMPLIANCE (JUL 2018)

E.4 VAAR 852.273-74 AWARD WITHOUT EXCHANGES (NOV 2021)

52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

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

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

[X] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly

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

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

AMENDMENT NO DATE

Statement of Work for

Security Systems Preventative Maintenance

1.0 Introduction:

A. Objective. The objective of this performance-based contract is to obtain a base plus 4 option years for the contractor’s services to maintain and repair the government owned Physical Security Systems located at the Northport VA Medical Center (VAMC) and at various Community-Based Outpatient Clinics (CBOCs) located throughout Nassau and Suffolk Counties of New York (specific locations listed below). The contractor shall provide all resources necessary to accomplish the deliverables described in this statement of work (SOW), except as may otherwise be specified. To provide, on an annual basis, a maintenance and repair service contract for our existing physical security program (facility panic/intrusion/burglar alarms, access controls, and SSTV Camera System). An annual service maintenance contract is required to ensure that all physical security requirements (facility alarms, access controls, cameras) outlined and set forth by VA Handbook 0730/1 are functioning properly on a regular basis. The service maintenance contract provides routine maintenance, all necessary repairs, and required testing of all systems monthly with a VA representative and a written report filed with the Chief of Police. A full report on every non-functioning control with repair costs will be provided with said contract. VAMC, Northport currently is equipped with approximately 526 panic alarms, 487 cameras, and approximately 29 access controlled sensitive areas. The maintenance coverage is required for the below listed existing equipment. All work must be performed with the safety of all patients, employees and visitors in mind. The work areas should be neat and clean, and all trip hazards must be avoided.

2.0 Genetec Service Support Agreement (SSA): The contractor must be an authorized Genetec dealer and shall provide a n annual Service Support Agreement (SSA) from Genetec in order to provide/honor existing warranties and/or provide technical service support for all Genetec manufactured equipment within the Facility’s Physical Security (CCTV and Access Control) System.at the VAMC, Northport, NY, 11768. The SSA will also provide system software upgrades as new versions are released from the manufacture. The following is a breakdown of the required SSA.

A. Genetec™ Advantage Renewal for 1 Unified Omnicast/Synergis Standard System, Quantity :1

B. Genetec™ Advantage Renewal for 1 Omnicast Enterprise Camera, Quantity: 487

C. Genetec™ Advantage Renewal for 1 Sipelia Standard Intercom connection, Quantity: 1

3.0 REPAIR SERVICE SCOPE OF WORK: Contractor will furnish all Labor, Parts, Materials, Supervision, Equipment, and Supplies tools, necessary to fully maintain and repair the following:

A. All CCTV equipment (hardware and software) to include but not limited to monitors, interior and exterior cameras (approximately 487), camera lenses, switches, mounts, power supplies, and data/cabling within each building throughout the Northport VA Medical Center to the headend as it pertains to the VA Police Video Surveillance System.

B. All monitors and headend equipment (hardware and software) to include but not limited to servers, workstations, switches, transmitters, injectors, encoders, cabling, etc. located in the VA Police Telecommunications/Dispatch Center (Building #200, Room #A034A).

C. All new Siklu wireless radio equipment (hardware and software) pertaining to our exterior wireless camera network.

D. Entire Physical Access Control System (PACS) at VAMC, Northport to include all necessary operational equipment (hardware and software). Total 29 areas.

E. All Panic/Duress Alarms (total of 526) and 23 Motion Detection Intrusion Alarm Systems throughout VAMC Northport and affiliated CBOCs.

F. Entire Genetec Security Center Platform to include hardware, software, and licensing.

G. All video, access, and alarm equipment (hardware and software) within both Day Care Centers (Buildings #20 and #21) as well as within Unit 64B (Building #64, 2nd floor) and Unit #65A (Building #65, 1st floor).

H. All twelve (12) solar Emergency Call Box stations. Maintain all sensors, audio capabilities, connections, cameras, lights, communications, hardware and software.

I. Three (3) A-phone intercom and access systems.

4.0 MAINTENANCE SCOPE OF WORK The contractor will perform the following preventative maintenance on a routine (monthly) basis:

A. Contractor shall clean camera glass surfaces throughout VAMC Northport and its affiliated CBOCs with a non-abrasive cleaning agent to remove any and all dirt or debris.

B. For all networking equipment pertaining to access control and alarm systems, the contractor will maintain and inspect equipment wiring, programming, cleaning cabinets and equipment, checking all connections, cleaning memory/stacks, update of port maps if any changes are made, software maintenance and installation of any updated programs, as required by manufacturer.

C. For the Police Video Surveillance system, the contractor must maintain and inspect equipment wiring, programming, cleaning monitors, cleaning computer workstations, power supply fans and equipment, cleaning memory/stacks, software maintenance, reconfigure camera allocations and assignments, if required by users and installation of any updated programs as required by manufacturer.

D. If any monitors, cameras, computers, networking equipment, etc. can no longer support updated programs or is not functioning and not a part of normal preventive maintenance, contractor to communicate with COR and Police Chief before proceeding. Contractor shall submit quotes to the COR and/or the Chief of Police for approval.

5.0 ALARM TESTING

A. Contractor shall perform a monthly panic alarm test, which consists of pressing the Intrusion alarm and Panic Buttons (approx. 512)

B. During the panic alarm tests, please make certain of the following:

1) The Panic button plunger doesn’t jam when pressed in to make contact

2) All motion sensors are functioning properly

3) There is an active telephone line communicating with the central alarm monitoring computer

4) Inspect that the alarm shows up on the monitor of the computer indicating trouble.

5) Inspect strobe light flashes outside on wall in Room A034A.

6) Inspect the computer currently located in room A034A

7) Contractor shall provide a monthly report on the panic alarm and submit the report to the Chief of Police or his/her designee.

6.0 REPAIRS

A. Repair work should be done during normal business hours unless otherwise directed by the COR. Repairs will be made either from discovery during monthly preventative maintenance or upon service call from the government.

Upon discovery or notification of equipment in need of repair or replacement, the contractor shall immediately notify the COR, give the COR an expected date of repair, and timeline as to when the equipment will be fully operational.

The COR shall be notified when the equipment is fully operational and back in service. Contractor is responsible for all repairs.

B. All repair costs (equipment, parts, and/or labor) will be presented to the COR or Contracting Officer for approval PRIOR to replacement/repair. Receipts for reimbursable equipment must be furnished to the COR.

C. Payment will be made upon receipt of a properly prepared, itemized invoice, validated by the COR, and submitted through the Tungstun System.

1) A properly prepared invoice will contain:

a. Invoice Number and Date

b. Contractor’s Name and Address

c. Accurate Purchase Order Number

d. Itemization of equipment and/or part

e. Labor Price per hour and total hours performed

f. Dates service performed

g. Location of service performed

h. Total amount due

7.0 Relocation of Equipment:

Relocate equipment as directed in a relocation order issued by the COR. Upon notification of the necessary relocation, the contractor should give the COR an expected date of relocation, and timeline as to when the equipment will be fully operational.

8.0 REPORTS:

A. The Contractor must provide reports of all maintenance performed, including any potential repairs within 48 hours after completion of maintenance. The Contractor must outline on the report all SOW items worked on listed on Part 3.0.

B. The contractor must also provide a monthly report outlining the results of the monthly Panic Alarm Test to include date, time, location, results, and deficiencies noted and estimated time of repair, if applicable.

9.0 DAYS AND HOURS OF OPERATION:

Monday – Friday, 8:00 a.m. to 4:30 p.m. excluding federal holidays.

10.0 Emergency Service: One (1) hour telephone response, on –site response within four (4) hours. All parts and labor shall be guaranteed for one (1) year from date of acceptance. All work to be done at the Northport, NY VA Medical Center, 79 Middleville Road, NY, 11768 and all CBOCs with the addresses below:

Riverhead CBOC – 300 Center Drive, Riverhead, NY 1190 – 13 Panic Alarms and local camera system

East Meadow CBOC – 2201 Hempstead Turnpike, East Meadow, NY, 11554 – 11 Panic Alarms

Valley Stream CBOC – 99 South Central Avenue, Valley Stream, NY, 11580 – 9 Panic Alarms and local camera system

Patchogue CBOC (Primary Care) - 4 Phyllis Drive, Suite C, Patchogue, NY 11772 – 13 Panic Alarms and local camera system and Patchogue CBOC (Mental Health) - 4 Phyllis Drive, Suite D, Patchogue, NY 1177 – 8 Panic Alarms local camera system

Bayshore CBOC- 132 East Main Street, Bayshore, NY, 11706 – 7 Panic Alarms

11.0 Training:

A. Provide annual training as necessary for Police and Security for any possible program updates that may change operational functions, existing operations, administrative operations to administrators, etc.

12.0 Other maintenance contract requirements:

A. Test on a monthly basis all Intrusion and Panic Systems at Northport V.A., Bayshore CBOC, Riverhead CBOC, Valley Stream CBOC, East Meadow CBOC, and both Patchogue CBOCs monthly and provide written report to V.A. Police.

B. Service to be performed within 4 Hours, if notified before 11am, or otherwise next day, if notified after 11am.

C. All Current Equipment on Warranty to be honored by Awarded Contractor D. Contractor must be an authorized Genetec dealer, and all technicians are required to possess up to date Genetec Security Center Certifications.

Certification will be verified prior to award, as well as on a yearly basis to ensure certifications are maintained throughout the entirety of the contract.

13.0 Background: VA Handbook 0730/B requires these minimum physical security measures at a functioning CBOC.

14.0 Performance Period: The contractor shall commence the work required under this SOW in _30__ calendar days or less from date of award, unless otherwise directed by the Contracting Officer (CO). If the contractor proposes an earlier completion date, and the Government accepts the contractor’s proposal, the contractor’s proposed completion date shall prevail

15.0 Type of Contract: Firm-Fixed-Price.

Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Physical Security Full-Service Maintenance Contract: Preventative Maintenance and Repair Services for the facility's complex physical security system. To provide routine maintenance and/or scheduled service calls for all components associated with the facility's Physical Security System.

Contract Period: Base POP Begin: 02-15-2023 POP End: 02-14-2024

0001AA

12.00 MO __________________ __________________

Northport VA Medical Center - 79 Middleville Road, NY, 11768 Contract Period: Base

0001AB

Riverhead CBOC – 300 Center Drive, Riverhead, NY 11901 Contract Period: Base

0001AC

East Meadow CBOC – 2201 Hempstead Turnpike, East Meadow, NY, 11554

Contract Period: Base

0001AD

Valley Stream CBOC – 99 South Central Avenue, Valley Stream, NY, 11580 Contract Period: Base

0001AE

Patchogue CBOC (Primary Care) - 4 Phyllis Drive, Suite C, Patchogue, NY 11772 Contract Period: Base

0001AF

Patchogue CBOC (Mental Health) - 4 Phyllis Drive, Suite D, Patchogue, NY 11772 Contract Period: Base

0001AG

Bayshore CBOC- 132 East Main Street, Bayshore, NY, 11706 Contract Period: Base

1.00 EA __________________ __________________

Genetec Service Support Agreement (SSA) Contract Period: Base

Maintenance and Repair Services for the facility's complex physical security system. To provide routine maintenance and/or scheduled service calls for all components associated with the facility's Physical Security System.

Contract Period: Option 1 POP Begin: 02-15-2024 POP End: 02-14-2025

1001AA

12.00 EA __________________ __________________

Contract Period: Option 1

1001AB

Contract Period: Option 1

1001AC

NY, 11554

Contract Period: Option 1

1001AD

11580 Contract Period: Option 1

1001AE

Patchogue CBOC (Primary Care) - 4 Phyllis Drive, Suite C, Patchogue, NY 11772 Contract Period: Option 1

1001AF

Patchogue, NY 11772 Contract Period: Option 1

1001AG

Contract Period: Option 1

Contract Period: Option 1 security system. To provide routine maintenance and/or scheduled service calls for all components associated with the facility's Physical Security System.

Contract Period: Option 2 POP Begin: 02-15-2025 POP End: 02-14-2026

2001AA

Contract Period: Option 2

2001AB

Contract Period: Option 2

2001AC

NY, 11554

Contract Period: Option 2

2001AD

11580 Contract Period: Option 2

2001AE

Patchogue, NY 11772 Contract Period: Option 2

2001AF

Patchogue, NY 11772 Contract Period: Option 2

2001AG

Contract Period: Option 2

Service Support Agreement (SSA) Contract Period: Option 2 security system. To provide routine maintenance and/or scheduled service calls for all components associated with the facility's Physical Security System.

Contract Period: Option 3 POP Begin: 02-15-2026 POP End: 02-14-2027

3001AA

Contract Period: Option 3

3001AB

Contract Period: Option 3

3001AC

East Meadow CBOC – 2201 Hempstead Turnpike, East Meadow, NY, 11554

Contract Period: Option 3

3001AD

11580 Contract Period: Option 3

3001AE

Patchogue, NY 11772 Contract Period: Option 3

3001AF

Patchogue, NY 11772 Contract Period: Option 3

3001AG

Contract Period: Option 3

Contract Period: Option 3 security system. To provide routine maintenance and/or scheduled service calls for all components associated with the facility's Physical

Security System.

Contract Period: Option 4 POP Begin: 02-15-2027 POP End: 02-14-2028

4001AA

Contract Period: Option 4

4001AB

Contract Period: Option 4

4001AC

NY, 11554

Contract Period: Option 4

4001AD

11580 Contract Period: Option 4

4001AE

Patchogue, NY 11772 Contract Period: Option 4

4001AF

Patchogue, NY 11772 Contract Period: Option 4

4001AG

Contract Period: Option 4

Contract Period: Option 4

GRAND TOTAL __________________

SECTION C - CONTRACT CLAUSES

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

PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

and

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

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

PRODUCTS AND COMMERCIAL SERVICES

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

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

C.2 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR

2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 Days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.3 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE

GOVERNMENT (JUN 2020)

(a) Except as provided in (b) below, the Contractor shall not enter into any agreement with an actual or prospective subcontractor, nor otherwise act in any manner, which has or may have the effect of restricting sales by such subcontractors directly to the Government of any item or process (including computer software) made or furnished by the subcontractor under this contract or under any follow-on production contract.

(b) The prohibition in (a) above does not preclude the Contractor from asserting rights that are otherwise authorized by law or regulation.

(c) The Contractor agrees to incorporate the substance of this clause, including this paragraph (c), in all subcontracts under this contract which exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award.

(End of Clause)

C.4 52.219-27 NOTICE OF SERVICE-DISABLED VETERAN-OWNED SMALL

BUSINESS SET-ASIDE (OCT 2022)

(a) Definition. "Service-disabled veteran-owned small business concern"—

(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; and

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

(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) Applicability. This clause applies only to—

(1) Contracts that have been set aside or for service-disabled veteran-owned small business concerns;

(2) Part or parts of a multiple-award contract that have been set aside for service-disabled veteran-owned small business concerns;

(3) Orders set aside for service-disabled veteran-owned small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F); and

(4) Orders issued directly to service-disabled veteran-owned small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii).

(c) General.

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

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

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

(d) A joint venture may be considered a service-disabled veteran owned small business concern if—

(1) At least one party to the joint venture complies with the criteria defined in paragraph (a) of this clause and 13 CFR 125.18(b)(2); and

(2) Each party to the joint venture is small under the size standard corresponding to the NAICS code assigned to the procurement, or the protégé is small under the size standard corresponding to the NAICS code assigned to the procurement in a joint venture comprised of a mentor and protégé with an approved mentor-protégé agreement under an SBA mentor-protégé program.

(e) In a joint venture that complies with paragraph (f) of this clause, the service-disabled veteran-owned small business party or parties to the joint venture shall perform at least 40 percent of the work performed by the joint venture. Work performed by the service-disabled veteran-owned small business party or parties to the joint venture must be more than administrative functions.

(End of Clause)

C.5 52.203-18 PROHIBITION ON CONTRACTING WITH ENTITIES THAT

REQUIRE CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR

STATEMENTS—REPRESENTATION (JAN 2017)

(a) Definition. As used in this provision—

Internal confidentiality agreement or statement, subcontract, and subcontractor, are defined in the clause at 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements.

(b) In accordance with 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), Government agencies are not permitted to use funds appropriated (or otherwise made available) for contracts with an entity that requires employees or subcontractors of such entity seeking to report waste, fraud, or abuse to sign internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

(c) The prohibition in paragraph (b) of this provision does not contravene requirements applicable to Standard Form 312, (Classified Information Nondisclosure Agreement), Form 4414 (Sensitive Compartmented Information Nondisclosure Agreement), or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(d) Representation. By submission of its offer, the Offeror represents that it will not require its employees or subcontractors to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

(End of Provision)

C.6 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

C.7 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

(a) The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses (SDVOSBs) or veteran-owned small businesses (VOSBs) proposed as subcontractors in accordance with 852.215–70, Service-Disabled Veteran-Owned and Veteran- Owned Small Business Evaluation Factors, or to substitute one or more SDVOSBs or VOSBs for subcontract work of the same or similar value.

(b) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.8 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.9 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

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

[] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[] 852.233–71, Alternate Protest Procedure.

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

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by…