36C24224Q0743.docx

36C24224Q0743

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

36C24224Q0743 06-17-2024 Lee Kern 228-523-5000 07-08-2024

4PM

EDT

Department of Veterans Affairs Network Contracting Office (NCO) 2 2875 Union Road Suite 3500 Cheektowaga

NY

14227 X 334516 1000 Employees N/A X Department of Veterans Affairs WNY Healthcare System 3495 Bailey Avenue Building 20, Room 231 Buffalo

NY

14215-1129 Department of Veterans Affairs Network Contracting Office (NCO) 2 2875 Union Road Suite 3500 Cheektowaga

NY

14227

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

See CONTINUATION Page This is a brand name or equal purchase, please see the Statement of Work below.

All offers are due by 07/08/2024 at 4:00 PM local time.

See CONTINUATION Page X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C242 Corey Swinton Department of Veterans Affairs Network Contracting Office (NCO) 2 2875 Union Road Suite 3500 Cheektowaga NY 14227

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

STATEMENT OF WORK (SOW)

as of 29/March/2021

1. Contracting Officer’s Representative (COR).

2. Contract Title BX51WI Electrophysiology Microscope with MP-285 Micromanipulator

3. Background This effort is required to accomplish Specific Aims of a VA Merit Award (BLRD) to the Principal Investigator (Zhen Yan, PhD). This system will be used to perform electrophysiological recordings of synaptic transmission in brain slices in the Yan lab. The BX51WI electrophysiology fixed stage microscope is a microscope particularly suitable for imaging of single cells in thick tissues during electrophysiology experiments from brightfield to IRDIC fluorescence. The BX51WI was specifically designed to suppress electrical noise generated by the frame during critical recording and viewing. The MP-285 micromanipulator offers the precise control of electrode used in patch-clamp recording system. Without this system, it is impossible to perform brain slice recordings for the measurement of neuronal activity.

4. Scope The scope of work is the delivery of a BX51WI microscope system with a mounted and connected MP-285 micromanipulator. This requires the assembly and adjustment of the system. The equipment will be located in Building 20, Rm 231 of the Western New York VA Research Facility. The work will be performed solely in Dr. Yan’s laboratory.

5. Specific Tasks It is expected that equipment will be delivered and assembling provided.

5.1 Task 1 - Enterprise Management Controls.

5.1.1 Subtask 1 – Installation of Equipment. The Contractor will travel to the VA WNYHCS to install the equipment. It is estimated that the device will be installed and adjusted within the same day. It is expected that the system will provide the full expected technical capacity when evaluated under actual conditions presented by the users; this will provide the essential quality assurance for the device in this SOW.

6. Performance Monitoring The Principal Investigator will continuously measure performance of the instrument. Changes in functionality will be communicated to the contractor by Dr. Yan on an as-needed basis.

7. Security Requirements The Contractor will not require access to VA patient records, patient data, or VA computer systems. The Contractor will not need to enter the VA hospital to install the equipment. The equipment computer will NOT be connected to the VA internet in VA WNY Building 20. It will be a stand-alone device. It will be housed in Room 231 in Building 20 of the VA WNY Research Service. The Contractor will not require access to any sensitive research information as well. Given the above, there is a perceived minimal risk regarding patient or information security.

8. Government-Furnished Equipment (GFE)/Government-Furnished Information (GFI) This contract does NOT require GFE or GFI. The contract reflects the purchase of a quantitative PCR instrument system and controlling computer. No additional GFE or GFI are needed in the purchase of this instrumentation which will embody all functionalities required.

9. Other Pertinent Information or Special Considerations

a. Identification of Possible Follow-on Work.

None expected.

b. Identification of Potential Conflicts of Interest (COI).

No apparent Organization COIs exist in the purchase, installation, education for this instrumentation.

c. Identification of Non-Disclosure Requirements.

There are no known issues of sensitive or proprietary information that need consideration in the execution of this contract for research-related equipment. The contractor will not need or have access to any VA research information that might be considered sensitive (e.g., clinical records systems).

d. Packaging, Packing and Shipping Instructions.

The Contractor must provide shipping container for the equipment and computer which is appropriate to its transport, arrival, movement in the VA WNY system, and protection during unpacking in order to assure that there is no damage to the instrument physically or functionally.

e. Inspection and Acceptance Criteria.

Dr. Yan will determine that the microscope and micromanipulator under Contract perform to expected functionality and investigator needs.

10. Risk Control The microscope is not patient-related instrumentation. It is a research-only instrument. There is minimal perceived risk in the installation and instruction on use of the instrumentation.

11. Place of Performance Work will be performed at the VA Western NY Healthcare System, Building 20. The instrumentation will be installed in Rm 231 of Building 20 (Dr. Yan’s laboratory). Shipping of the instrument, insurance of the instrument during shipping, Contractor travel and lodging needed for the installation and education are all expected to be part of the single contract price.

12. Period of Performance A reasonable installation date is June 1, 2024. This should allow sufficient time shipping and arrangement of time for Contractor to travel to Buffalo for installation and training.

13. Delivery Schedule.

* Standard Distribution: 1 copy of the transmittal letter without the deliverable to the Contracting Officer shall be Emailed.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

NX Equipment EIL 382 BU Yan SEPG: 412175 EER: 225503 Quote: 22549-5 Vendor POC: 888-307-1144, Rebecca Parise Phone: 724-503-9922 E-Mail : rparise@allianthealthcare.com Ross La Rosa Phone: 585-703-6814 Email: ross.larosa@evidentscientific.com Research POC: Cynthia Tatta, 716-862-6524, cynthia.tatta@va.gov BX51WIF;MICROSCOPE STAND WITH FRONT FINE/COARSE FOCUS

LOCAL STOCK NUMBER: BX51WIF

WI-RSH; REFLECTED LIGHT SHUTTER FOR SHOCK-FREE OPERATION

LOCAL STOCK NUMBER: U-SL200

BX-RFA-1-5; FLUORECENCE ILLUMIN, BX2, FOR REXBA, 6

LOCAL STOCK NUMBER: 5-UR7105

WI-NPA; FOCUSING ARM FOR NOSEPIECE ON BX51WIF AND BX62WIF

LOCAL STOCK NUMBER: U-R1000

WI-SRE3;SWING-OUT NOSEPIECE

LOCAL STOCK NUMBER: U-R1712

U-LH100IR-1-7;12V/100W HALOGEN LAMPHOUSE,NEAR IR, WEEE/ROHS

LOCAL STOCK NUMBER: 5-UL1227I

45SCF; 45MM ROUND HEAT CUT FILTER , 450-1100NM

LOCAL STOCK NUMBER: 9-U961

Extension Cable for Halogen Lamp House, 2M

LOCAL STOCK NUMBER: U-RMT-1-6

JC12V100WHAL-L;12V,100W HALOGEN BULB,BHS,AH2/3,U-LH,AX-LH

LOCAL STOCK NUMBER: 8-C406

TH4-HS-1-5;HAND SWITCH FOR TH4W/INTNSTY CNTRL DIAL, ROHS

LOCAL STOCK NUMBER: 5-UT415

Power Supply for Halogen Lamp House, 100V, ROHS Compliant

LOCAL STOCK NUMBER: TH4-100-1-6

UYCP-11;US STYLE 3-PRONG POWER CORD

LOCAL STOCK NUMBER: UYCP-11

U-TR30NIR;TRINOC OBSERV.TUBE 1 00:0,50,0-100% IR-IMPROVED

LOCAL STOCK NUMBER: 3-U234IR

Eyepiece for BX/IX, 10x w/ =24mm t=1.5mm Retical Shelf, FN22

LOCAL STOCK NUMBER: WHN10X-1-8

Eyepiece for BX/IX, 10x Focusing w/ =24mm t=1.5mm Retical Shelf, FN22

LOCAL STOCK NUMBER: WHN10X-H-1-8

U-TV0.5XC-3-8; CCD CAMERA ADAPTER,0.5X LENS,C-MOUNT

LOCAL STOCK NUMBER: U-V105C48

PLN4X;PLAN ACHROMAT 4X OBJECTIVE,NA0.10 WD19MM

LOCAL STOCK NUMBER: 1-U2B222

LUMPLFLN40X/W;U M PLAN FLN 40X/W NA0.8 WD3.3MM,IR,ECO

LOCAL STOCK NUMBER: 1-U2M587

LENS PAPER;LENS CLEANING TISSUE,100 SHEETS

LOCAL STOCK NUMBER: C-0100

WI-DICD; LONG WORKING DISTANCE SINGLE DIC CONDENSER WD 5.7MM

LOCAL STOCK NUMBER: 6-U542

WI-DIC40HR; NOMAR PRISM 40X LUMPL FL W, WI-UCD COND

LOCAL STOCK NUMBER: U2-CD232

32IR900; 900NM AND ABOVE BAND PASS FILTER

LOCAL STOCK NUMBER: 9-U759

32POIR; 32MM ROUND IR POLARIZER FOR 900NM

LOCAL STOCK NUMBER: 9-U754

WI-ANIR; IR ANALYZER FOR REFLECTED LIGHT FOR 900NM

LOCAL STOCK NUMBER: U-P217

U-P2452WI-DICTHRA2; DIC PRISM FOR WI-SRE3/WI-SNPXLU2

LOCAL STOCK NUMBER: U-P2452

FIXED STAGE XY TRANSLATION SYSTEM FOR BX51WI

LOCAL STOCK NUMBER: OSI-MT-1000/Y51

MP-285 SYSTEM, RACK M MOUNT Includes manipulator, rack mount controller unit, rotary optical encoder, cables, rod holder, hinged head mount, 4 inch dovetail extension, mounting adapter plate, choice of input device, power cord, and manual. Specify manipulator hardiness Right

LOCAL STOCK NUMBER: OSI-MP-285/R

Microforge enables production of micropipette while seeing the tip with builtin microscope. The MF2 fabricates various kinds of pipette by micro-works of cutting, fire-polishing, bending and forming a spike in needs of experiment. Seeing the tip of pipette in the microscope ensures to fabricate pipette of your preference. The microscope is designed as compact yet robust unit which reduces risk of pipette breakage during the handling. Includes: Foot switch, Power cord, Pipette holder, Hex wrench, Spare heater (PT-B), Silicone gasket (HI01PK01)rubber

LOCAL STOCK NUMBER: N-MF2

WIDEFIELD 15X EYEPIECE FN12

LOCAL STOCK NUMBER: N-MF2-LE15

Set of eyepieces and objective lens designated for microforge MF2. 10x and 10x with micrometer eyepieces. 5x and 10x objectives. 50x/100x total magnification

LOCAL STOCK NUMBER: N-MF2-LS1

pE-300White Direct Couple Single Band / UV @ 365 system, with adapter and power cord

LOCAL STOCK NUMBER: OCLPE300WDSBBX

ET-380/55-470/30-557/35 Multi LED set w/BX2 cube

LOCAL STOCK NUMBER: OCT-69401BX2

B.3 DELIVERY SCHEDULE

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

USA

1.00

716-862-6524 Cynthia.Tatta@va.gov

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

2.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

2.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

3495 Bailey Avenue Building 20, Room 231 Buffalo, NY 14215 1129

1.00

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 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.3 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

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

(End of Clause)

C.4 VAAR 852.247-71 DELIVERY LOCATION (OCT 2018)

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

Department of Veterans Affairs WNY Healthcare System 3495 Bailey Avenue Building 20, Room 231 Buffalo NY 14215-1129 (End of Clause)

C.5 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

Material shall be packed for shipment in such a manner that will insure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with regulations of carriers as applicable to the mode of transportation.

(End of Clause)

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

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

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

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

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

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

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

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

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

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

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

[] (4) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

[X] (5) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (6) [Reserved] [] (7) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (9) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[] (10) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) (Pub. L. 115–390, title II).

[X] (11)(i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders— Prohibition. (DEC 2023) (Pub. L. 115–390, title II).

[] (ii) Alternate I (DEC 2023) of 52.204–30.

[X] (12) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

[] (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

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

[X] (16) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (17) [Reserved] [] (18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

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

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

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

[] (20) 52.219-8, Utilization of Small Business Concerns (FEB 2024) (15 U.S.C. 637(d)(2) and (3)).

[] (21)(i) 52.219–9, Small Business Subcontracting Plan (SEP 2023) (15 U.S.C. 637(d)(4)).

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

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

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

[] (v) Alternate IV (SEP 2023) of 52.219–9.

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

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

[] (23) 52.219–14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

[] (24) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

[] (25) 52.219–27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program (FEB 2024) (15 U.S.C. 657f).

[X] (26) (i) 52.219–28, Post-Award Small Business Program Representation (FEB 2024) (15 U.S.C. 632(a)(2)).

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

[] (27) 52.219–29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (OCT 2022) (15 U.S.C. 637(m)).

[] (28) 52.219–30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (OCT 2022) (15 U.S.C. 637(m)).

[] (29) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

[] (30) 52.219–33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

[] (31) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[X] (32) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (FEB 2024) (E.O. 13126).

[X] (33) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (34)(i) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

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

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

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

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

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

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

[] (38) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (39)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

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

[] (40) 52.222-54, Employment Eligibility Verification (MAY 2022). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

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

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

[] (42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (MAY 2024) (42 U.S.C. 7671, et seq.).

[] (43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (MAY 2024) (42 U.S.C. 7671, et seq.).

[] (44) 52.223-20, Aerosols. (MAY 2024) (42 U.S.C. 7671, et seq.).

[] (45) 52.223-21, Foams (MAY 2024). (42 U.S.C. 7671, et seq.).

[] (46) 52.223-23,…