36C24523Q1011_1.docx

36C24523Q1011

GENERAL INFORMATION

SET-ASIDE

VAMC (512)

RPO EAST/NCO 5

849 International Drive Linthicum, MD 21090

POINT OF CONTACT*

Contract Specialist

CHARLES WILLIS

charles.willis@va.gov 202-745-8408

PLACE OF PERFORMANCE

VAMC (512)

10 N. Greene Street

Baltimore MD

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

AGENCY CONTACT’S EMAIL ADDRESS

EMAIL DESCRIPTION

DESCRIPTION

Combined Synopsis/Solicitation: This opportunity will be Unrestricted Open Market. The contractor shall provide services in accordance to the statement of work as identified in the solicitation at the Department of Veterans Affairs, Baltimore, MD.

This is a Request for Quote (RFQ). The associated NAICS code for this procurement is 541715 with a size standard of 1000 employees.

As a result of the solicitation, the Government intends to award base year with four (4) one (1) option year periods, if exercised by the Government.

Prospective SDVOSB and VOSB must be registered and current in Veterans Information Pages (VIP) at https://www.vip.vetbiz.gov and beta.Sam.gov, https://beta.sam.gov to be eligible for award. Only contractors currently verified and certified in VIP are eligible to submit quotation. Contractors that submit quotation for SDVOSB and VOSB set asides that are not listed in VIP will be deemed non-responsive.

All interested contractors shall submit quotation via email to Contracting Officer, Charles.willis@va.gov. Prospective contractors are responsible for downloading attachments, and any issued amendments from https://beta.sam.gov. Quotations are due by August 18, 2023, at 3pm EST. Late proposals will be processed in accordance with FAR 52.212-1(f), “Late submission, modifications, revisions, and withdrawals of offers.”

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice

Combined Synopsis/Solicitation Notice

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

512-23-4-3113-0792 36C24523Q1011 08-14-2023 CHARLES WILLIS; charles.willis@va.gov 410-691-1328 08-18-2023

3PM

EDT

36C245 Department of Veterans Affairs

VAMC (512)

RPO EAST / NCO 5

849 International Drive Linthicum MD 21090 X 541715 1000 Employees N/A X 36C245 Department of Veterans Affairs

VAMC (512)

RPO EAST / NCO 05

36C245 Department of Veterans Affairs

VAMC (512)

RPO EAST / NCO 05

849 International Drive Linthicum MD 21090

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp Invoice Setup Information 1-877-489-6135 See CONTINUATION Page The purpose of this solicitation is for vendor to maintain mice colonies and induce experimental autoimmune encephalomyelitis in selected animals in accordance with the statement of work provided below.

Period of Performance is 5 years (Base + 4 option years) Award will be made based upon Comparative Analysis, refer to Supplemental Instructions on page 45.

Quotes shall be emailed to charles.willis@va.gov by August 18, by 2pm.

See CONTINUATION Page X X X

ONE

CHARLES WILLIS

NCO516L2-2280

Page 1 of 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 36C245 Department of Veterans Affairs

VAMC (512)

RPO EAST / NCO 5

849 International Drive Linthicum MD 21090

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. Contract Title

Laboratory Research Services by the Fischell Department of Bioengineering (FOB) at the University of Maryland College Park (UMCP) in support of Dr. Jewell's merit award.

2. Background.

This contract directly relates to ongoing VA-approved, VA Merit Award-funded work at the Baltimore VA Medical Center to develop treatments for Multiple sclerosis (MS), a disease that occurs when a patient's immune system mistakenly attacks myelin in the brain, leading to slow loss of mobility over decades. The Principal Investigator (Pl), Dr. Jewell, utilizes a mouse model of Multiple Sclerosis to test new treatments to prevent the destruction of the myelin without the broad immune suppression that occurs with currently-approved drugs, and in collaboration with the VA's MS Center of Excellence, prepare the most promising materials for testing in pre-existing samples from human MS patients; these patient samples are managed with VA approval on-site by Dr. Jewell. Additionally, Dr. Jewell's lab utilizes highly specialized experimental models and techniques, which are acquired through extensive, unique training. One such technique, the development of vaccine like molecules assembled from novel biopolymers ("iPEMs") is not available at the Baltimore VA. Therefore, there is a need to contract for laboratory and biomaterial production and testing services from the FDB at the UMCP to support Dr. Jewell's VA-funded research.

3. Scope

The vendor will maintain mice colonies and induce experimental autoimmune encephalomyelitis (EAE, RR-EAE) in selected animals to model MS ex vivo and in vivo. They will also develop novel MS 'vaccine-like' molecules (nanostructured “iPEMs") and test the ability of these molecules to stop autoimmune reaction in immune cells and during the in vivo mouse models. The work will take place at the on the UMCP campus A. James Clark Hall (8278 Paint Branch Drive), and the Central Animal Research Facility (8180 Engineering Drive) in College Park, MD.

4. Specific Tasks

The vendor will be tasked with maintaining animal colonies, inducing EAE/RR-EAE in experimental mouse groups, developing and testing the MS iPEM vaccines for animal studies, preparing iPEMs and characterizing the physicochemical properties, and testing iPEM samples from human MS patients (using the samples managed by Dr. Jewell). These activities will also require preparation of experimental protocols, maintaining logs of experimental activities, and communicating experimental results in oral and written form.

4.1 Task 1- Development and maintenance of research protocols and records

4.1.1 Subtask 1 - Assisting with Development of Experimental Protocols. The vendor will develop draft experimental protocols in digital form (e.g., Microsoft Word), with specific indication of experimental details, such as description of samples, reagents, procedures, interventions, substance volumes and concentrations, timing, power analysis, cohort sizes, and other pertinent details.

4.1.2 Subtask 2 - Keeping laboratory records. The vendor will keep thorough records of the experiments, including details of the work performed and detailed experimental observations. These will be reviewed by Dr. Jewell once a week, to clarify all ambiguous or missing details and to correct the notebook/logs. All data analysis will be carried out on laboratory computers and backed-up using the existing servers and infrastructure.

Deliverables: Microsoft Word files of experimental protocols and physical laboratory records (i.e., notebooks); Excel, Word, Powerpoint, Prism (statistics), and FCS (flow cytometry), images (histology), and Word files of experimental results. As requested, raw data from all directly relevant studies and colony records will be provided.

4.2 Task 2 - Production of iPEM MS vaccine molecules for mouse and human cell cultures studies, and for use in progressive and relapsing-remitting mouse models of MS

4.2.1 Subtask 1 - Assembling of iPEM Vaccine Panel. The vendor will produce the molecules by combining a bio-polymer material (e.g., nucleic acids) with other biological materials (e.g., myelin derived peptide) to produce a panel of candidate 'vaccine' molecules self-assembled from these different components. The vendor will characterize the molecules to quantify key physicochemical properties include surface charge, diameter, composition, and stability. These materials will be used for screening in in vitro mouse cells (Task 5.2.2) and in vivo mouse studies (Task 5.3). The iPEMs will also be used in cell cultures studies with pre-existing samples from human MS patients (mentioned above).

4.2.2 Subtask 2 - Screening of therapeutic vaccine molecules in mouse cells and human patient samples. The vendor will establish and use a mouse co-culture system based on primary antigen presenting cells isolated from mice and co-culture cultured with T cells isolated from transgenic mice engineered to generate T cells that recognize myelin antigen presented by antigen presenting cells, along with several features that allow tracking and reporting of function. Carrying out these studies will require the vendor to establish and maintain a breeding colony of the transgenic mice. The culture systems will be used to test each vaccine form the iPEM panel produced in Task 5.2.1 for the ability to control activation and inflammation in antigen presenting cells and in T cells, and to induce immune tolerance in these populations. The readouts for these studies will include surface, intracellular, and secreted signals (e.g., proteins and cytokines) measured by a combination of flow cytometry and antibody assays (e.g., ELISA) to indicate inflammatory and tolerogenic functions; the latter is a key goal to develop more effective therapies for MS. Gene expression analysis will also be used to define any modulation of TLR signaling. An analogous set of studies will be carried out in the pre-existing samples (PBMCs) from human MS patients. These cultures will be generally similar in goal, but will require treatment of the cells with iPEMs and restimulation with self-peptides to determine if the iPEMs reduce inflammatory recall response and promote tolerance. The analysis tools will be analogous to those describe for the mouse cell cultures. Subsets of these samples will also be isolated and analyzed in culture to isolate the role of specific subcompartments.

Deliverables: Microsoft Word files of experimental protocols and laboratory records; Excel, Word, Powerpoint, Prism (statistics), and FCS (flow cytometry), images (histology), and Word files of experimental results. As requested, raw data from all directly related experiments and colony records will be provided.

4.3 Task 3-Testing of Vaccine Molecules in a Mouse Model of MS

4.3.1 - Subtask 1 - Maintenance of mouse colonies and induction of experimental MS. The vendor will induce and care for animals using two models of experimental MS (experimental autoimmune encephalomyelitis; EAE): i) a relapsing-remitting model (RR-EAE) that mimics late-stage disease, and ii) a progressive model (EAE) that mimics late-stage disease. These models will be induce using the established procedures and in selected animals. The vendor will perform daily checks using a detailed clinical scoring system that assesses body condition, weight loss, and impaired mobility of the animal (due to loss of neurologic function).

4.3.2 - Subtask 2 – in vivo assessment of efficacy and mechanism of the iPEM vaccine panel. The vendor will test the most promising candidates from the iPEM vaccine panel by: 1) administering them in defined compositions, dosing regimens, and concentrations to the experimental mice, and 2) assessing the protective effects of the molecules on the mice, and 3) carrying out mechanistic studies to support efficacy and clinical translation. This will include early- and late-state interventions to assess the efficacy of the molecules in their ability to return mobility and function to the mice. In addition to these functional tests, the phenotype and signaling of treated and control groups will be assessed in antigen presenting cell and lymphocyte populations (e.g., inflammatory T cells vs. regulatory T cells) using surface and intracellular antibody staining, as well as cytokine secretion. Histology and lymph nodes, spleen, and the central nervous system will be used to ascertain organ/tissue-level changes in treated and control groups. Tissues will also be processed for analysis by gene expression using qRT-PCR. Further, the specificity of tolerance, and the ability efficacy to be transferred and achieve durability will be assessed using adoptive T cell transfer. The role of toll-like receptor signaling in disease and iPEM-driven therapeutic effects will be assessed using transgenic knock-out mice.

Deliverables: Microsoft Word files of experimental protocols and laboratory records; Excel, Word, Powerpoint, Prism (statistics), and FCS (flow cytometry), images (histology), and Word files of experimental results. As requested, raw data from all directly related experiments and colony records will be provided.

5. Performance Monitoring

The Principal Investigator, Dr. Jewell will monitor and assess performance on a daily basis. Note that this contract for services to support the merit award does not include funds for the PI to devote measurable effort since funds for Dr. Jewell’s effort are covered separately by the overall merit award.

6. Security Requirements

All work will take place on the UMCP campus in A. James Clark Hall (8278 Paint Branch Drive) and the Central Animal Research Facility (8180 Engineering Drive) in College Park, MD. All labs are access-restricted and no access to personal protected or proprietary information is necessary. The vendor laboratory wilt be current on all on the required VA and UMCP safety and security trainings at all times.

7. Government-Furnished Equipment {GFE}/Government-Furnished Information (GFI).

No GFE or GFI needs to be furnished to the Contractor.

8. Other Pertinent Information or Special Considerations.

a. Required Knowledge, Skills, and Abilities: The complexity of work to be performed under this contract is such that it requires extensive experience in transgenic mouse co-cultures, mouse models of MS (progressive and relapsing-remitting), and production of self-assembled biopolymers vaccines. This set of expertise is not currently available within the VA Maryland Health Care System, and already exists in the FOB. Additionally, the bio polymer production and the accompanying pre-clinical testing systems have taken years to establish, and further, require specialized equipment both for manufacturing and characterization. The time and costs to overcome these limitations would delay the project, perhaps indefinitely. The FOB at UMCP performs these procedures on a routine basis.

b. Identification of Possible Follow-on Work: Based on the results of the work under this contract, it is possible that the scope of work may be modified or expanded. This is because scientific research, by definition, investigates the unknown; therefore unexpected findings are possible that may require changes in this contract. Should such a need arise, the COR will submit a modification request.

c. Identification of Potential Conflicts of Interest (COI). No COI exists.

d. Identification of Non-Disclosure Requirements: There are no non-disclosure requirements.

e. Inspection and Acceptance Criteria. The COR will inspect the vendor's work weekly and accept only work matching the rigorous criteria for quality objective experimental research.

9. Risk Control

There are no risks associated with this contract that go beyond standard research safety practices. There is no contact with patients or access to personally identifiable or sensitive personal information. Vendor will be notified of all aspects of safe conduct of research, and re-trained annually or as required by the VA Talent Management System. All training certificates will be kept on file, and the vendor's required trainings will be continuously monitored by the Pl.

10. Place of Performance.

UMCP in A. James Clark Hall (8278 Paint Branch Dr) and the Central Animal Research Facility (8180 Engineering Dr) in College Park, MD.

11. Period of Performance.

The period of performance is five (5) years (Base + 4 option years)

13. Delivery Schedule.

The vendor will deliver the results of assigned tasks once a week for the duration of this contract.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ANIMAL HUSBANDRY

Contract Period: Base POP Begin: 09-01-2023 POP End: 08-31-2024 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology) PRODUCT/SERVICE CODE: H988 - Other Quality Control, Testing, and Inspection - Live Animals

INSTRUMENT USAGE

POP Begin: 09-01-2023 POP End: 08-31-2024 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

RESEARCH ASSISTANT

POP Begin: 09-01-2023 POP End: 08-31-2024 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

ANIMAL HUSBANDRY

Contract Period: Option 1 POP Begin: 09-01-2024 POP End: 08-31-2025 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

INSTRUMENT USAGE

POP Begin: 09-01-2024 POP End: 08-31-2025 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

RESEARCH ASSISTANT

POP Begin: 09-01-2024 POP End: 08-31-2025 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

ANIMAL HUSBANDRY

Contract Period: Option 2 POP Begin: 09-01-2025 POP End: 08-31-2026 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

INSTRUMENT USAGE

POP Begin: 09-01-2025 POP End: 08-31-2026 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

RESEARCH ASSISTANT

POP Begin: 09-01-2025 POP End: 08-31-2026 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

ANIMAL HUSBANDRY

Contract Period: Option 3 POP Begin: 08-01-2026 POP End: 08-31-2027 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

INSTRUMENT USAGE

POP Begin: 09-01-2026 POP End: 08-31-2027 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

RESEARCH ASSISTANT

POP Begin: 09-01-2026 POP End: 08-31-2027 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

ANIMAL HUSBANDRY

Contract Period: Option 4 POP Begin: 09-01-2027 POP End: 08-31-2028 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

INSTRUMENT USAGE

POP Begin: 09-01-2027 POP End: 08-31-2028 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

RESEARCH ASSISTANT

POP Begin: 09-01-2027 POP End: 08-31-2028 PRINCIPAL NAICS CODE: 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.252-2 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)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

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

(End of Clause)

C.4 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

(End of Clause)

C.5 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

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

(End of Clause) C.6 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (JAN 2023) (DEVIATION)

(a) In an effort to achieve socioeconomic small business goals, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business certification status and their proposed use of eligible certified service-disabled veteran-owned small businesses (SDVOSBs) and certified veteran-owned small businesses (VOSBs) as subcontractors.

(b) Eligible and certified service-disabled veteran-owned small businesses offerors will receive full credit, and offerors qualifying as veteran-owned small businesses will receive partial credit for the certified Service-Disabled Veteran-Owned and Veteran-Owned Small Business Status evaluation factor. To receive credit, an offeror must be listed at the time of submission of offers and at time of award, as a certified SDVOSB/VOSB in the SBA certification database on the SBA Veteran Small Business Certification Program portal at https://veterans.certify.sba.gov/ (see 13 CFR 128) and be otherwise eligible in accordance with SBA size standards for the acquisition and limitations on subcontracting requirements set forth in SBA regulations (see 13 CFR 121, 125 and 128.).

(c) Non-Veteran offerors proposing to use certified SDVOSBs or VOSBs as subcontractors will receive some consideration under this evaluation factor. Offerors must state in their proposals the names of the certified SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts. In addition, the proposed subcontractors must be listed at the time of submission of offers and at time of award, as a certified SDVOSB/VOSB in the SBA certification database.

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

(End of Clause)

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

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

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

(End of Clause)

C.8 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.9 VAAR 852.235-70 RESEARCH MISCONDUCT (DEC 2022)

(a) The Contractor is responsible for maintaining the integrity of research performed pursuant to this contract award including the prevention, detection and remediation of research misconduct as defined in 835.001–70.

(b) The Contractor shall notify the Contracting Officer within 7 business days of any research misconduct allegations received by the facility concerning this contract…