36C24226Q0710 RFQ.docx

36C24226Q0710

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

630-26-3-3086-0360 36C24226Q0710 07/10/2026 07/17/2026

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/ veteransaffairs

See CONTINUATION Page This requirement is to establish a Firm-fixed price contract to provide all labor, equipment, materials, accessories, delivery, installation, configuration, calibration, testing, and documentation necessary to furnish twenty-one fully functional anesthesia workstations for clinical use, including required components and turnkey setup at the Margaret Cochran Corbin and Brooklyn campuses in accordance with the Statement of Work.

Review the CO tailored Instruction to Offerors (FAR 52.212-1) additional on pages -2 carefully.

$0.00 See CONTINUATION Page 630-3660160-3086-821200-2580 0100J0075 X X X Aleta Jennette, CO Table of Contents

B.3 PRICE/COST SCHEDULE……………………………………………………………….11

B.4 DELIVERY SCHEDULE…………………………………………………………………..12

SECTION C CONTRACT CLAUSES…………………………………………………………………14

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

For the Fleet Replacement of End-of-Life Anesthesia Units VA New York Harbor Health Care System – Manhattan and Brooklyn Campuses Introduction/Background The VA New York Harbor Health Care System (VA NYHHS) is dedicated to providing world-class care to Veterans through clinical excellence, education, and research. As part of our ongoing mission to ensure patient safety and maintain the highest standards of perioperative care, VA New York Harbor Healthcare System requires replacement of legacy Apollo anesthesia units that have reached end-of-life and end-of-support status, creating increased risk of equipment failure, surgical delay, patient safety concerns, and maintenance burden. The replacement effort is intended to support safe, reliable, and continuous anesthesia delivery for adult, pediatric, and neonatal patients in operating room environments across both campuses.

Continued reliance on aging anesthesia equipment presents operational and compliance risk, including the possibility of procedure disruption, avoidable downtime, and increased corrective maintenance activity. This acquisition will improve clinical reliability, support perioperative workflow, enhance infection prevention measures, and sustain readiness of anesthesia services in support of Veteran care.

The objective of this procurement is to furnish, deliver, install, configure, test, and place twenty-one fully functional anesthesia workstations and related components that meet or exceed the functional characteristics reflected in the current quotation, salient characteristics, and operational requirement. The contractor shall provide a complete turnkey solution, including all labor, supervision, transportation, equipment, accessories, startup, calibration, cybersecurity documentation if applicable to the offered system, on-site orientation, and support necessary for successful implementation.

Scope of Work The contractor shall provide all labor, materials, equipment, tools, transportation, supervision, documentation, and incidentals required to deliver and install twenty-one anesthesia workstations at VA New York Harbor Healthcare System facilities. The total quantity shall consist of fourteen units for the Manhattan campus and seven units for the Brooklyn campus.

Each anesthesia workstation shall be suitable for adult, pediatric, and neonatal patients and shall support low-flow and minimal-flow inhalational anesthesia. Each unit shall include an electronically controlled, electrically driven piston ventilator that does not require drive gas to mechanically ventilate the patient, precise tidal volume delivery, fresh-gas decoupling, active PEEP control, high trigger sensitivity, automatic system testing, integrated checklists, manual backup capability, and a touchscreen user interface with configurable display layouts and waveform views.

The contractor shall furnish all required accessories and components necessary for complete operation as reflected in the attached requirement, including but not limited to gas mixing capability, patient gas monitoring, integrated oxygen flowmeter, vaporizer mounting capability, pressure reducers, spontaneous breathing support, Auto-On functionality, AutoFlow, advanced gas monitoring, advanced trends, advanced ventilation monitoring, expert view display capability, lung recruitment functionality, breathing bag arms, suction components, manometers, workstation lighting, storage and shelf components, mounting hardware, central gas supply hoses, power strip assemblies, water traps, breathing system components, absorbers, hose adapters, and related operational accessories.

The contractor shall provide vaporizer-related components and associated filling accessories necessary to support the requested system configuration. The contractor shall also provide preventive care coverage and maintenance-related support items included in the quoted configuration where applicable to the delivered systems.

Salient Functional Requirements The anesthesia workstation offered shall meet or exceed the following salient characteristics.

· Continuous and automatic mechanical ventilation with ambient air in the event central and cylinder gas supplies are not available.

· An electronically controlled, electrically driven ventilator that does not require drive gas for patient ventilation.

· Ability to deliver fresh gas with anesthetic agent for manual ventilation when the device is in the power-off position or otherwise operating in emergency manual mode.

· Fresh-gas decoupling to prevent changes in fresh-gas flow or use of oxygen flush from affecting delivered tidal volume during mechanical ventilation.

· Sample gas recirculation or recycling that returns sampled breathing gas to the breathing system to reduce gas waste, support low-flow anesthesia, and reduce environmental impact.

· Must have a depth and width of 69.2 centimeters x 74.5 centimeters.

· Must weigh 135 kilograms.

· On-screen leakage assistant or equivalent troubleshooting support tool that displays test pressure and leakage information to support rapid identification of leaks.

· An actively heated breathing system to reduce condensation and rainout and to warm delivered gas.

· A mechanical airway pressure gauge visible when the device is on or off.

· An easily accessible airway pressure limitation valve that allows prompt release of breathing system pressure.

· Image-guided pre-use checklist and a comprehensive fully automatic self-test with minimal user interaction.

· Tool-free disassembly of breathing system components for hygienic reprocessing, with autoclavable patient-gas leading components where applicable.

· Smart alarm management, configurable display layouts, and simultaneous display of real-time curves, trends, loops, and ventilation parameters based on system configuration.

· Integrated gas monitoring capable of inspiratory and expiratory measurement of oxygen, carbon dioxide, nitrous oxide, and anesthetic agents, with automatic agent identification and age-corrected xMAC display when equipped with an integrated patient-gas module.

· Advanced ventilation support capabilities, including volume-controlled and pressure-controlled ventilation, synchronized modes, pressure support, CPAP/PSV, AutoFlow, and lung recruitment maneuvers as configured.

· Standardized user interface concepts across the platform to reduce training burden and support patient safety.

· QR code access on the device screen for quick reference materials, instructions for use, or quick guides.

· Must be compatible with Philips Intellivue MX800 vital sign monitor.

· Must be compatible with Tangent Medix C22/LCDPC-147 and Medix 22B-LCD computers through an RS-232 serial connection.

· Must be compatible with PICIS Live Anesthesia Manager 10.4.7.1002 Ark software compatible drivers.

Equipment Requirements All delivered equipment shall be new, not refurbished, and shall be fully compatible with the medical gas, electrical, and space conditions at the receiving sites. The systems shall be configured for the designated campus environments, including required hose and adapter configurations applicable to the Manhattan and Brooklyn installations.

The equipment shall include integrated anesthetic gas scavenging capability, battery backup capability sufficient to support continued operation during power interruption, airway pressure and supply status display, hygienic breathing system design with tool-free disassembly for reprocessing, and integrated safety and monitoring features required for modern anesthesia practice. Internal battery backup shall be no less than the functional capability reflected in the quoted requirement, and systems with typical battery duration up to 10 minutes are acceptable.

The anesthesia workstation shall include a 1.-inch touchscreen or equivalent large display, configurable screen contents, device status display, electronic flow measurement, numerical gas flow indicators, and virtual flow tubes for medical gases. The contractor shall ensure that all delivered components are mutually compatible and operational as a complete clinical system at turnover

Deliverables

The contractor shall provide, at a minimum, the following deliverables.

· Twenty-one complete anesthesia workstations configured and ready for clinical use, with fourteen units delivered to Manhattan and seven units delivered to Brooklyn.

· All accessories, adapters, hoses, mounts, shelves, monitoring components, scavenging components, suction components, breathing system components, vaporizers or vaporizer-related accessories, and related items required by the awarded configuration.

· Delivery, placement, installation, setup, calibration, and operational verification of all systems.

· On-site operator training and maintenance training, with associated training materials and available videos.

· Written notice of readiness for inspection and all standard documentation required for turnover, operation, and maintenance.

· Included preventive care and maintenance-related support items reflected in the awarded configuration.

· Cybersecurity and technical integration documentation, if applicable to the offered solution.

Product Installation

VA New York Harbor Health Care System – Manhattan Campus 423 East 23rd Street, New York, NY 10010 VA New York Harbor Health Care System – Brooklyn Campus 800 Poly Place, Brooklyn, NY 11209 Anesthesia and Operating Room Departments at each campus.

VA Points of Contact Primary technical and coordination points of contact for this requirement are listed below.

TBD

in coordination with the Anesthesiology Section. Installation locations shall be the operating room and anesthesia service areas designated by the Government at each campus.

The quoted delivery timeframe is fifteen weeks after receipt of order, subject to order processing and final coordination. The contractor shall coordinate delivery, staging, installation, and placement with the Contracting Officer Representative, Biomedical Engineering, Facilities Management Service, and clinical end users to avoid disruption to patient care and surgical operations.

The contractor shall assemble, install, configure, test, calibrate, and verify all equipment prior to turnover. Installation shall include all accessories, hoses, adapters, shelves, brackets, rails, mounted components, and other configuration elements required for a complete and ready-to-use workstation. The contractor shall remove all packing materials and leave each work area clean and ready for clinical use at completion of installation.

Testing and Acceptance Upon completion of installation, the contractor shall perform operational checkout and verify that each system is fully functional and ready for inspection. Testing shall include automated self-test verification, calibration of applicable sensors, confirmation of ventilation performance, confirmation of gas monitoring functionality where included, and validation of all installed accessories and mounted components.

The contractor shall provide written notice of readiness for Government inspection and acceptance once installation and startup activities are complete. Government inspection and acceptance will occur after delivery, installation, and successful testing of the equipment.

Acceptance shall be based on confirmation that the equipment furnished matches contract requirements, is installed correctly, and performs as required in the intended clinical environment. If products or services do not conform to contract requirements, the Government may require correction or re-performance at no additional cost to the Government or may reduce the contract price to reflect reduced value where appropriate.

Training The contractor shall provide on-site operator training and orientation for VA clinical staff on the operation and care of the equipment furnished. Training shall include demonstrations of system use, startup, emergency manual ventilation, automatic self-test, low-flow and minimal-flow features, alarm management, routine user care, and operator actions that may be undertaken in the event of routine equipment issues, consistent with preservation of warranty and contract protections.

The contractor shall also provide maintenance training for designated technical or biomedical personnel, and operator training and maintenance training shall not be conducted concurrently. Training materials and available training videos for both operation and maintenance shall be furnished to the Government before the start of training.

The contractor shall coordinate the timing of all training with the designated Government point of contact. Seminar or advanced training seats included in the quoted configuration shall be made available in accordance with contract requirements and scheduling coordination.

Warranty and Service Support

The contractor shall provide standard warranty coverage and any quoted preventive care or maintenance support included with the delivered equipment configuration. Maintenance support associated with the quoted package includes general maintenance service, software updates related to the purchased configuration, and preventive care with preventive maintenance parts coverage for applicable items.

For anesthesia equipment covered by service, maintenance support shall include concentration verification of mounted vaporizers where applicable. The contractor shall provide ongoing service support resources sufficient to support installation, user transition, and post-installation operation. Any repair work outside the scope of included preventive maintenance coverage shall be subject to separate quotation and approval by the Government.

Privacy Training for contractors without access to VA Sensitive Information All contractor employees and subcontractors participating under this contract are required to complete the VA's Privacy training requirement - “VA Privacy Training for Personnel without Access to VA Computer Systems or Direct Access to or the Use of VA Sensitive Information” Contractors must provide certifications of completion to the COR during each year of the contract. Training expires 365 days after the training is taken. This requirement is in addition to any other training that may be required of the contractor and subcontractor(s). The COR for the contract is responsible for ensuring the contractor takes the training and to follow up with the annual requirements.

RECORDS MANAGEMENT OBLIGATIONS

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:

1. includes [Agency] records.

2. does not include personal materials.

3. applies to records created, received, or maintained by Contractors pursuant to their [Agency] contract.

4. may include deliverables and documentation associated with deliverables.

C. Requirements

1. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

2. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

3. In accordance with 36 CFR 1222.32, Contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

4. [Agency] and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of [Agency] or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, Contractor must report to [Agency]. The agency must report promptly to NARA in accordance with 36 CFR 1230.

5. The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the [contract vehicle]. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to [Agency] control or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the [contract vehicle]. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

6. The Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The Contractor (and any sub-contractor) is required to abide by Government and [Agency] guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

7. The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with [Agency] policy.

8. The Contractor shall not create or maintain any records containing any non-public [Agency] information that are not specifically tied to or authorized by the contract.

9. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the Freedom of Information Act.

10. The [Agency] owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which [Agency] shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Contractor rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR 52.227-20.

11. Training. All Contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take [Agency]-provided records management training. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

[Note: To the extent an agency requires contractors to complete records management training, the agency must provide the training to the contractor.] D. Flowdown of requirements to subcontractors

1. The Contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph, in all subcontracts under this [contract vehicle], and require written subcontractor acknowledgment of same.

2. Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.

Records Management Language for Contracts | National Archives

B.3 PRICE/COST SCHEDULE

Margaret Cochran Corbin Campus Workstation Package: Provide all labor, equipment, materials, accessories, delivery to the Manhattan campus, installation, configuration, calibration, testing, operator and maintenance training, warranty and preventive support, and documentation required to furnish fully functional anesthesia workstations that meet all salient characteristics and requirements in the Statement of Work.

Contract Period: Base POP Begin: TBD POP End: TBD PRINCIPAL NAICS CODE: 334510 - Electromedical and Electrotherapeutic Apparatus Manufacturing PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

MANUFACTURER PART NUMBER (MPN): N/A

LOCAL STOCK NUMBER: N/A

Brooklyn Campus Workstation Package: Provide all labor, equipment, materials, accessories, delivery to the Brooklyn campus, installation, configuration, calibration, testing, operator and maintenance training, warranty and preventive support, and documentation required to furnish fully functional anesthesia workstations that meet all salient characteristics and requirements in the Statement of Work.

POP Begin: TBD POP End: TBD PRINCIPAL NAICS CODE: 334510 - Electromedical and Electrotherapeutic Apparatus Manufacturing PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

FREIGHT to Margaret Cochran Corbin campus

POP Begin: TBD POP End: TBD PRINCIPAL NAICS CODE: 334510 - Electromedical and Electrotherapeutic Apparatus Manufacturing PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

FREIGHT to Brooklyn Campus

POP Begin: TBD POP End: TBD PRINCIPAL NAICS CODE: 334510 - Electromedical and Electrotherapeutic Apparatus Manufacturing PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

GRAND TOTAL

B.4 DELIVERY SCHEDULE

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

914-737-4400xt202068 Aleta.Jennette@va.gov

Brooklyn Campus 800 Poly Place Brooklyn, NY 11209 7104

USA

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

Brooklyn Campus 800 Poly Place Brooklyn, NY 11209 7104

USA

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

(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 in 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)

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)

(f) Order Level

NOV 2025

C.3 52.222-90 ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS (DEVIATION APR 2026) (a)Definitions. As used in this clause— Program participation means membership or participation in, or access or admission to: training, mentoring, or leadership development programs; educational opportunities; clubs; associations; or similar opportunities that are sponsored or established by the contractor or subcontractor.

Racially discriminatory diversity, equity, and inclusion (DEI) activities means disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity's resources.

(b) In connection with the performance of work under this contract, the Contractor agrees as follows:

(1) The Contractor will not engage in any racially discriminatory DEI activities;

(2) The Contractor will furnish all information and reports, including providing access to books, records, and accounts, as required by the Contracting Officer, for purposes of ascertaining compliance with this clause;

(3) In the event of the Contractor's or a subcontractor's noncompliance with this clause, this contract may be canceled, terminated, or suspended in whole or in part, and the Contractor or subcontractor may be declared ineligible for further Government contracts;

(4) The Contractor will report any subcontractor's known or reasonably knowable conduct that may violate this clause to the Contracting Officer and take any appropriate remedial actions directed by the Contracting Officer; and

(5) The…