36C24226Q0151 RFQ.docx

36C24226Q0151

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

630-26-1-3086-0001 36C24226Q0151 12- -2025 Aleta Jennette 914-737-4400xt202068 12-2 -2025

10 AM

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 X 334510 1250 Employees 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/ veterans affairs

See CONTINUATION Page This RFQ is for the purchase of Brand name or Equal Excelsius GPS Navigation system for Margaret Cochran Corbin

VAMC.

Please see Statement of Work and Price/Cost schedule for requirements.

Please include pictures of the equipment.

**Specifications of brand name or equal Excelsuis Navigation System must meet Must meet minimum requirements to be considered.

Review the tailored Instruction to Offerors (FAR Provision 52-212-1 Addendum carefully).

See CONTINUATION Page 630-3660160-3086-820200-2580 0100J0075 x Aleta Jennette, CO Table of Contents

B.2 STATEMENT OF WORK…………………………………………………………………..4

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 Aleta.Jennette@va.gov 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:

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:

B.2 STATEMENT OF WORK

1. STATEMENT OF WORK

VA New York Harbor Healthcare System, Margaret Cochran Corbin Campus, located in Manhattan, NY (VA Manhattan Campus), requires the purchase of a robotic surgical navigation platform for spinal and neural surgeries. The facility requires a robotic navigation technology that is adaptable to both spine and cranial procedures to provide increased accuracy, reproducibility, minimally invasive procedures, and safety while reducing operating room time, radiation exposure, and length of stay for the Veteran. Access to this technology is implicit in spine surgery programs and needs to be available at this facility to fulfill its obligation as the tertiary regional neurosurgical service.

2. Brand name or equal to description of Items

The brand name or equal to Excelsius GPS and Excelsius 3D are advanced technologies offered for use in spine surgery. Brand name or equal to Excelsius GPS combines robotic guidance with navigation and imaging technologies to enhance the precision of spine surgery, while brand name or equal to Excelsius 3D offers real-time 3D image and visualization, enabling enhanced surgical planning, execution, and post-operative assessment.

Brand name or Equal to Excelsius GPS:

· Robotic Navigation: Assists with spinal procedures by providing real-time guidance to ensure precise placement of implants.

· Integration with Imaging Systems: Works seamlessly with fluoroscopy, CT, and X-ray, ensuring real-time visualization.

· Improved Surgical Precision: Reduces human error by providing more accurate surgical navigation, leading to better patient outcomes.

· Minimal Invasiveness: Enhanced ability to perform minimally invasive procedures with high accuracy.

Brand Name or equal to Excelsius 3D:

· High-Resolution Imaging: Provides 3D visualization of the surgical site for superior preoperative planning and intraoperative guidance.

· Real-Time Visualization: Delivers real-time imaging during surgery, ensuring immediate feedback for surgeons.

· Increased Confidence in Surgical Decisions: Facilitates real-time adjustments during surgery, enhancing the accuracy of procedures.

The purchase of these systems will enhance the ability of the surgical team to perform complex spinal procedures with precision. They are particularly useful for:

· Spinal fusion surgeries

· Minimally invasive spine procedures

· Complex deformity correction

· Trauma and tumor surgery

Technical Requirements/Salient Characteristics of Brand name or equal

· Standalone, cart-based robotic navigation system that does not attach to the patient bed.

· System provides an actively tracked end effector using active LED-based markers for visual tracking during trajectory changes and robotic arm movement, coupled with passive marker-based tracking instruments.

· Robotic guidance arm able to withstand 180 pounds of force while on trajectory without requiring re-registration

· System has a force deflection meter that provides live visual feedback if the instrument tip is being deflected while held in the robotic arm end effector

· System has a patient offset meter that provides live feedback of patient movement

· System has a "Surveillance marker" meter that provides real-time updates if there is a reference marker shift

· System provides robotic guidance and real-time navigation technology in a single packaged platform

· System utilizes the robotic guidance arm as a sterile retractor system during interbody placement and intervertebral disc preparation navigation

· System provides a sterilized, draped interface allowing the surgeon control during the operative procedure without the need for outside-the-sterile-field control

· System has commercially available application for posterior screw placement in the cervical, thoracic, lumbar regions, as well as insertion of both Lateral and Posterior expandable Interbody Cages.

· System can navigate an oscillating drill technology for screw pilot hole, disc space preparation, and bony removal

· Functional Cone-Beam CT, fluoroscopy, and digital radiography in one system, all with auto-registration to brand-name or equal to ExcelsiusGPS® robotic navigation for high OR efficiency

· Built-in touchscreen control panel with system controls and image visualization, eliminating the need for a separate viewing station

· Effortless, controlled motion using Joystick and Handle Control

· Automatic linked registration with brand name or equal to ExcelsiusGPS for all three navigation workflows, eliminating ICT and fluoroscopy registration fixtures for a shortened and simplified registration process

· Iso-centric wag to reduce fine-tuning system position and the need for additional scout images

· Independent 180° rotation of inner and outer C’s to achieve 360° total coverage, resulting in a high-quality 3D image

· 43x43cm Flat Panel X-ray detector that optimally aligns with the X-ray source

· Provides three imaging modalities in one system: 360-degree cone beam CT, 2D Fluoroscopy, and high-resolution Digital Radiography

· Omni-Directional motorized Wheel Technology for easy movement in any direction

· System has a single-handed joystick and dual handle controls for easily controlled motion throughout the OR and hospital

· Able to achieve a full 360o rotation without needing to close gantry

· Allows for up to 3 saved positions in its memory for fast imaging setup and acquisition of imaging shots

· Has a removable X-ray grid for a low-dose protocol

· Allows for screen mirroring to brand-name or equal to ExcelsiusGPS, giving the surgeon full control from either the brand-name or equal to ExcelsiusGPS or Excelsius3D touchscreen

3. Installation/Training

The vendor will need to come on-site to the listed place of performance to complete the new equipment installation. The system will be installed in the operating room with integration to existing imaging equipment (such as C-arm and CT scanners).

Training: Comprehensive training will be provided to the surgical team, including:

· Hands-on guidance on system usage

· Instruction on data integration and navigation

· Post-operative analysis and reporting

4. Place of Performance / Delivery NYHHCS Manhattan VAMC Warehouse:

423 East 23rd Street New York, NY 10010 Building 1, Ground Floor

NYHHCS Manhattan VAMC Operating Rooms:

423 East 23rd Street New York, NY 10010 Building 6, 4th Floor

5. Travel/Parking

The contractor will be responsible for their travel. Due to limited parking available at the site, contractor must coordinate any parking needs with the assigned Contracting Officer Representative (COR) and the Motor Pool and Police Services. Details of any vehicles entering the site must be provided in advance. These details include Driver’s Full Name, Driver’s License Number, Vehicle Description, Vehicle License Plate Number.

6. Government-Furnished Property

Contractor will not need any government-furnished equipment or property.

7. VA Service Point of Contacts TBD after award.

8. VA Patient Privacy and Network Infrastructure

a. The contractor may only use VA information within the terms of the contract and applicable Federal law, regulations, and VA policies. If new Federal information security laws, regulations or VA policies become applicable after execution of the contract, the parties agree to negotiate contract modification and adjustment necessary to implement the new laws, regulations, and/or policies.

b. The contractor shall not make copies of VA information except as specifically authorized and necessary to perform the terms of the contract. If copies are made for restoration purposes, after the restoration is complete, the copies shall be destroyed in accordance with VA Directive 6500, VA Cybersecurity Program and VA Information Security Knowledge Service.

c. If a Veterans Health Administration (VHA) contract is terminated for default or cause with a business associate, the related local Business Associate Agreement (BAA) shall also be terminated and actions taken in accordance with VHA Directive 1605.05, Business Associate Agreements. If there is an executed national BAA associated with the contract, VA will determine what actions are appropriate and notify the contactor.

d. The contractor shall store and transmit VA sensitive information in an encrypted form, using VA-approved encryption tools which are, at a minimum, Federal Information Processing Standards (FIPS) 140-2, Security Requirements for Cryptographic Modules (or its successor) validated and in conformance with VA Information Security Knowledge Service requirements. The contractor shall transmit VA sensitive information using VA approved Transport Layer Security (TLS) configured with FIPS based cipher suites in conformance with National Institute of Standards and Technology (NIST) 800-52, Guidelines for the Selection, Configuration and Use of Transport Layer Security (TLS) Implementations.

e. The contractor’s firewall and web services security controls, as applicable, shall meet or exceed VA’s minimum requirements.

f. Except for uses and disclosures of VA information authorized by this contract for performance of the contract, the contractor may use and disclose VA information only in two situations: (i) in response to a qualifying order of a court of competent jurisdiction after notification to VA CO (ii) with written approval from the VA CO. The contractor shall refer all requests for, demands for production of or inquiries about, VA information and information systems to the VA CO for response.

g. Notwithstanding the provision above, the contractor shall not release VA records protected by Title 38 U.S.C. § 5705, Confidentiality of medical quality-assurance records and/or Title 38 U.S.C. § 7332, Confidentiality of certain medical records pertaining to drug addiction, sickle cell anemia, alcoholism or alcohol abuse or infection with Human Immunodeficiency Virus (HIV). If the contractor is in receipt of a court order or other requests for the above-mentioned information, the contractor shall immediately refer such court order or other requests to the VA CO for response.

h. Information made available to the contractor by VA for the performance or administration of this contract or information developed by the contractor in performance or administration of the contract will be protected and secured in accordance with VA Directive 6500 and Identity and Access Management (IAM) Security processes specified in the VA Information Security Knowledge Service.

i. Any data destruction done on behalf of VA by a contractor shall be done in accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management, VA Handbook 6300.1, Records Management Procedures, and applicable VA Records Control Schedules.

j. The contractor shall provide its plan for destruction of all VA data in its possession according to VA Directive 6500 and NIST 800-88, Guidelines for Media Sanitization prior to termination or completion of this contract. If directed by the COR/CO, the contractor shall return all Federal Records to VA for disposition.

k. Any media, such as paper, magnetic tape, magnetic disks, solid state devices or optical discs that is used to store, process, or access VA information that cannot be destroyed shall be returned to VA.The contractor shall hold the appropriate material until otherwise directed by the Contracting Officer’s Representative (COR) or CO. Items shall be returned securely via VA-approved methods. VA sensitive information must be transmitted utilizing VA-approved encryption tools which are validated under FIPS 140-2 (or its successor) and NIST 800-52. If mailed, the contractor shall send via a trackable method (USPS, UPS, FedEx, etc.) and immediately provide the COR/CO with the tracking information. Self-certification by the contractor that the data destruction requirements above have been met shall be sent to the COR/CO within 30 business days of termination of the contract.

l. All electronic storage media (hard drives, optical disks, CDs, back-up tapes, etc.) used to store, process or access VA information will not be returned to the contractor at the end of lease, loan, or trade-in. Exceptions to this paragraph will only be granted with the written approval of the VA CO.

9. Recalls

The Vendor shall immediately notify all affected VA Medical Centers and designated POC in the event of a device recall, removal, required adjustment, or required modification that is suggested or mandated by the Vendor, distributor, manufacturer, or any regulatory or government agency. The following information shall be included in this notification:

· A complete item description and identification (to include lot and serial numbers where

· applicable);

· Administrative identification data, including order numbers and order date;

· Reasons for recall, removal, adjustment, or modification; and

· Instructions for appropriate corrective action.

10. Defective Items/Warranty

All devices should come with at least a one-year warranty upon delivery, including technical support and parts replacement as needed for full functionality.

11. Records Management

A. Applicability

This clause applies to all Contractors whose employees create, work with, or otherwise handle Federal records, as defined in Section B, regardless of the medium in which the record exists.

B. Definitions

“Federal record” as defined in 44 U.S.C. § 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them.

The term Federal record: includes VHA records and does not include personal materials. Applies to records created, received, or maintained by Contractors pursuant to their VHA contract may include deliverables and documentation associated with deliverables.

B.3 PRICE/COST SCHEDULE

Brand name or equal Excelsius GPS, 120V PRINCIPAL NAICS CODE: 334510 - Electromedical and Electrotherapeutic Apparatus Manufacturing PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies MANUFACTURER PART NUMBER (MPN): None LOCAL STOCK NUMBER: None

BNOE Flat Panel Fluoro Fixture

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE End Effector, GPS Set

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Articulating Arm I, GPS

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Spine Software Module

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Fluoroscopy Software Module

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Interbody Solutions Software Module

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Excelsius 3D

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Navigation, GPS Set

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Navigation II, GPS Set

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Intra-Op CT Registration Fixture

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Intra-Op CT Registration Fixture Pivoting Arm

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE CREO Optimized Set, GPS

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE SI-LOK, GPS

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Ellipse & Quartex, GPS

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Lateral Disc Prep, GPS

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Posterior Disc Prep, GPS

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE RISE-L & ELSA, GPS

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE SABLE, Hub, GPS

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Globus Power, GPS Instrument Set

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE GLOBUS POWER Charger & Batteries Set

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Passive Markers, 5 markers x 12 trays (60 CT)

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Arm Drape, 10 CT

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Monitor Drape, 20 CT

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE High Speed Drill Bit 2.5mm, GPS

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE High Speed Drill Bit 3.5mm, GPS

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Pilot Array 7

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Pilot Array 8

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Locking Threaded Shaft, Pilot Array

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

BNOE Battery Charger, Four Bay

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

Shipping

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

GRAND TOTAL

B.4 DELIVERY SCHEDULE

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

212-686-7500 Aleta.Jennette@va.gov

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

Margaret Cochran Corbin Campus 423 East 23rd Street New York, NY 10010 5011 United States

36C24226Q0151

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023) (DEVIATION OCT 2025)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer by writing as soon as possible.

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

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

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

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

(u) 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 52.252-2 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/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_252_2 http://www.va.gov/oal/library/vaar/index.asp

(End of Clause)

C.3 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025) (DEVIATION)

(a) Definitions. As used in this clause— American Security Drone Act-covered foreign entity means an entity included on a list that the Federal Acquisition Security Council (FASC) develops and maintains and publishes in the System for Award Management (SAM) at https://www.sam.gov (section 1822 of Pub. L. 118-31, 41 U.S.C. 3901 note prec.).

Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance Limited.

Covered article, as defined in 41 U.S.C. 4713(k), means:

(1) Information technology, as defined in 40 U.S.C. 11101, including cloud computing services of all types;

(2) Telecommunications equipment or telecommunications service, as those terms are defined in section 3 of the Communications Act of 1934 (47 U.S.C. 153);

(3) The processing of information on a Federal or non-Federal information system, subject to the requirements of the Controlled Unclassified Information program (see 32 CFR part 2002); or

(4) Hardware, systems, devices, software, or services that include embedded or incidental information technology.

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means—

(1) Telecommunications equipment produced by Huawei Technologies Company…