36C24723Q0796_1.docx

SUBJECT*

Space Management Services

GENERAL INFORMATION

VISN 7 Network Contracting Activity 501 Greene Street Hatcher Building - Suite 2 Augusta GA 30901

POINT OF CONTACT*

Contract Specialist Derrell Calhoun derrell.calhoun@va.gov

(816) 401-5083

PLACE OF PERFORMANCE

ADDRESS

POSTAL CODE

COUNTRY

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

AGENCY CONTACT’S EMAIL ADDRESS

EMAIL DESCRIPTION

DESCRIPTION

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice RFQ- Space Management Services

Combined Synopsis/Solicitation Notice

Description This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.6, “Streamlined Procedures for Evaluation and Solicitation for Commercial Items,” as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested, and a written solicitation document will not be issued.

This solicitation is issued as an RFQ. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2022-08

This solicitation is set-aside for Small Business.

The associated North American Industrial Classification System (423410) code for this procurement is , with a small business size standard of [200 Employees ].

The FSC/PSC is [R702].

All interested companies shall provide quotations for the following to Derrell.calhoun@va.gov NLT: 07-17-2023 12:00pm Page 1 of Page 1 of

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 SHE

ETS 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

619-23-3-5243-0792 36C24723Q0796 07-03-2023 Derrell Calhoun N/A 07-17-2023 12:00pm

EDT

Department of Veterans Affairs VISN 7 Network Contracting Activity 501 Greene Street Hatcher Building - Suite 2 Augusta GA 30901 X X 541611 $24.5 Million N/A X Department of Veterans Affairs VISN 7 Network Contracting Activity 501 Greene Street Augusta GA 30901 Department of Veterans Affairs VISN 7 Network Contracting Activity 501 Greene Street Hatcher Building - Suite 2 Augusta GA 30901

Department of Veterans Affairs

FMS-VA-2 (101)

Financial Services Center P.O. Box 149971 Austin TX 78714-9971 Contractor shall provide a quote for the following outlined in the SOW. Solicitation will be from 06-22-2023-07-06-2023 12:00pm X X Harris, Sheryl D.

Contracting Officer 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 36C247 Department of Veterans Affairs VISN 7 Network Contracting Activity 501 Greene Street Hatcher Building - Suite 2 Augusta GA 30901

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:

36C24723Q0796

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1. Scope of Work:

Central Alabama Veterans Health Care System has a requirement to implement a Space Management and Reporting System, with graphical tools to manage space assignment and usage by different organizational entities. It shall be a multi-user, multitasking system which will support multiple users. This system shall be cloud-based. The system should provide accurate, real-time information about our facility’s space and its usage. It shall use detailed floor plans and comprehensive room information, such as room type, square footage, occupant’s name, to show how space is being used. This will allow for better management of available space.

The space management service shall be based on architectural layout CAD drawings so that accurate square footages are included in the space management operations. The medical center will provide all drawings in AutoCAD format. As part of the implementation of the space management system, some drawings may need to be updated. As future changes occur to layouts, room functions and assignments, the Facility will need to have access to make real-time updates in the database. The Contractor will be required to make updates to drawings when major changes take place (i.e., large scale renovations).

The requirements shall include center license, site and database hosting, product maintenance and support, product upgrades, data backups and unlimited users. Basic Annual Update Plan/Single Sign-On (AUP/SSO) to facilitate the automatic add/update/removal of users from the directory. The system must include the ability create room reservations to create reservations for available conference rooms, hoteling workstations/touchdown spots.

2. Definitions/Acronyms:

2.1. COR - Contracting Officer Representative

2.2. Contractor and/or Supplier/Installer - Company performing work under this contract.

2.3. VAMC - Department of Veterans Affairs Medical Center

2.4. CAVHCS – Central Alabama Veterans Health Care System

3. General Requirements:

3.1. Subcontracting is not permitted for this contract, except for where commercial shipping delivery may be required.

3.2. The vendor(s) shall provide all software and services as described herein to CAVHCS in accordance with the applicable cost estimate.

3.3. There will not be a requirement for the space management system to connect with the VA Intranet System.

4. Mandatory Vendor Tasks:

1. Build a space inventory and reporting system and continue to update them. (Will they make all updates are just major ones when there are large renovation projects?)

2. Provide access to the space inventory reporting system through the cloud 3.

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4. Provide training and support

5. Vendor shall license the software to CAVHCS for installation with the capability of the program being accessed by concurrent users.

6. Real-time access to accurate space utilization by occupancy.

7. Immediate access to lay out details such at occupant’s name, square footage, room information.

8. The Space Management System and service shall be a Base Plus 4 Option Years.

Build a Space Inventory database and reporting system and continue to update and maintain it.

The System operates two campuses and 7 community-based outpatient clinics (CBOC). The System requires a space management system that can track the assignment of space at all locations and must be capable of generating reports. The System shall consist of a total built-up space of approximately 1,453,000 square feet. While the facility has CADD drawings for all buildings and CBOCs, the contractor shall be responsible for field verifying and updating all plans for East and West Campuses. The drawings shall be updated to reflect current layouts. All recent CADD drawings that have not been added to the space file will be made available to the Contractor to be incorporated in the space inventory. The updated drawings shall be submitted to the facility for review. The Contractor shall subsequently incorporate the review comments and update the drawings.

Once drawings have been updated, the Contactor shall develop the space database which shall include, at a minimum, the following information:

1. Room number

2. Space function

3. Service line assignment

4. Capital Asset Inventory (CAI) Space Driver assignment

5. Employee space assignment

6. Net and Gross Square footages

The facility will provide to the contractor the service ownership and employee assignment.

The database must be able to support multiple users simultaneously. It should be able to assign privileges to users in such a manner that only certain users will be able to modify data whereas all users will be able to view the data.

The contractor shall update the drawings and data monthly or quarterly. Updates will be provided by the COR or their designee to be incorporated in the database. Changes will be forwarded as AutoCAD files or Excel spreadsheets. Upon receipt of such documents, the contractor shall consult with the facility staff to clarify the changes, as necessary. The contractor shall incorporate the changes in the drawings and update all relevant modules within 15 business days. The facility may decide to add additional buildings or suites to the system if CBOCs are added. When such projects occur, the contractor shall add such new buildings on to the system. The contractor shall at least once a quarter send a notification to the facility asking for data and drawing changes that may have taken place since the previous update.

Provide access to the Space Inventory reporting system through the internet

The Space inventory shall be web-based and accessible to users in an encrypted and protected environment.

Page 1 of Page 1 of Page 1 of Page 1 of The program shall consist of numerous modules each with a specific purpose:

· Space Management: Manages and reports on detailed allocation and use of space among organizational entities. This database shall ensure that all spaces within the medical center are accounted for and allocable to the specific categories required for reporting to VHA for Capital Asset Inventory (CAI). The system shall be capable of archiving CAI assignments periodically for potential future use.

· Architectural As-Built Library: Stores and makes available as-built drawings, provides for drawing mark- ups, and manages revision control. The database will store drawings in a library that contains data about each drawing including site, building, floor, discipline, owner, and revision number. The system shall have the capability to manage multiple people modifying the same drawing, contain a logbook for who has accessed the system, and share drawings with stakeholders. CAVHCS will retain ownership of all files/drawings in database.

· Administration: Provides for administration of the system and its modules. The medical center will need 25 admin user accounts.

The vendor shall provide unlimited technical support. Technical support may be limited to normal operating hours and shall include telephone calls, fax messages and email. Technical support shall include on-line training, if requested.

Training

Provide in-person training for end users, demonstrating the use of the system. This training shall focus on the system modules in use by the medical center. The training should last approximately 4 hours for each session, followed by an additional two hours of specialized training for the users that are assigned as administrators.

Other Terms and Conditions

Field verification work will be done on east and west campuses and shall be coordinated with the Contracting Officer Representative (COR) appointed by the Contracting Officer (CO). Generally, work will be done during normal business hours (M-F 8:00 to 4:30), holidays excluded.

All drawings and data produced by the vendor will become the property of the government. Upon contract expiration, the vendor will be required to destroy all data associated with the facility drawings and data sets and verify the method of destruction with the VA COR & Information Security Officer.

Contractor Security Requirements

The Contractor’s employees shall bring photo ID to obtain a VA Contractor identification badge. The COR will identify personnel who will escort and coordinate access to the areas of work. All contractors, subcontractors, and third-party servicers and associates working with VA information are subject to the same investigative requirements as those of VA appointees or employees who have access to the same types of information. The level and process of background security investigations for contractors must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program. The Office for Operations, Security, and Preparedness is responsible for these policies and procedures.

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Performance will be measured by software accessibility to the end user, vendor timeliness in responding to service requests, and the quality of the maintained drawings and database.

The facilities drawings created by the vendor shall be compliant with VA standards and be compatible with generally accepted industry practices.

When the vendor creates new facility drawings the vendor shall submit a preliminary set of drawings for review by the medial center staff. The vendor shall hold in person or on-line discussions to discuss the review findings and make agreed-upon modifications.

The facilities related data such as occupancy by service lines collected or validated by the vendor must be reviewed by medical center staff and the vendor shall make all agreed-upon changes.

When the medical centers send out existing drawings for updating to the vendor, vendor shall acknowledge the receipt within seven days of receiving them. Within the next seven days the vendor shall hold discussions with the VA staff - if the vendor has questions or requires clarifications. Once the clarifications are done, the vendor shall update the drawings and load them on to the platform within a further period of 15 days.

The quality of the images maintained in the vendor’s database shall be legible and high quality. The vendor shall make all appointments scheduled with the COR on time and without delay.

5. Information Security, Privacy, and Other Special Requirements:

5.1. No contractor will attempt to remove or modify information system or memory device hardware, software, or systems or devices without written authorization from the COR, Logistics, ISO, and Privacy Officer.

5.2. The contractor is fully responsible for ensuring compliance with VA security and safety requirements, to include background checks and all life safety requirements, and is fully responsible for and must resolve to the VA satisfaction any breach of privacy or information security resulting from the Contractor or the Contractor’s employees or representative’s conduct and or performance regardless of time when the violation occurred. Instance of discovery of non-compliance must be reported within 1 hour. During working hours, the Contractor will report the breach to the COR and during hours other than normal working hours, to the AOD in building 1 on the ground floor at the front entrance.

5.3. No, contractor personnel will use or attempt to use any computer terminal or information technology device on VA property without all related requirements being meet and specific authorization granted from the ISO and Privacy Officers. Contractor personnel will not attempt to connect any device to any computer terminal or information technology device on VA property without all related requirements being meet and specific authorization granted from the ISO and Privacy Officers. The Contractor will ensure annual compliance with any applicable and identified Information Security and Privacy training.

5.4. Contractor will wear issued Identification Badge while on campus and will return the badge when leaving the campus. The Contractor will report to Logistics Department for initial visits and or for any purpose than to fulfill the contracted service. For routine operations the Contractor will report to the COR’s office during normal hours or report to the AOD outside normal hours whereas the contractor will properly log services provided into a designated log 5.5.

Page 1 of Page 1 of Page 1 of Page 1 of if directed. Additionally, the contractor will be escorted in sensitive areas when services are required in such areas such as record storage areas or other areas normally having restricted access. When the contractor is required to provide services in resident or patient rooms, the contractor will provide services with the nursing staff present in service and will inform the nursing staff of any instructions or guidance required to ensure a safe and healthful environment. The contractor will not change the appearance, structure, and or systems of the facility without first getting approval from the COR, Engineering, Safety, and or Interior Design.

5.6. The contractor will immediately report any generated concern related to information security, privacy, records, health and safety, and or service to the COR and or AOD if the concern is realized after normal working hours.

5.7. The contractor at no time will take photos or video while on facility property.

5.8. The contractor at no time will communicate VA or Patient business in a manner outside what is required to specifically perform the contracted services or to those that do not have a need to know in the carrying out of the contracted services.

5.9. All employees of general contractor shall comply with VA security management program, be identified by project and employer, and restricted from unauthorized access.

5.10. General Contractor’s employees shall not enter the project site without appropriate ID badge. They may also be subject to inspection of their personal effects when entering or leaving the project site. Contractors working in sensitive areas where Protected Health Information (PHI) and Personal Identifiable Information (PII) is located must be escorted by VA staff.

5.11. Contractor will complete prior to an assignment and annually thereafter the required VA 10176 Privacy and Security Training by following the below steps and successfully completing this training. The Contractor must bring a printed copy of the training completion certificate to COR before starting work.

5.11.1. From a computer, launch a web browser and navigate to http://www.tms.va.gov

· Click the [Create New User] link located near the SIGN IN button.

· Use your email address as ID

· Proceed by using the prompts.

· Contractor will self-identify as Contractor

· For Questions and or Clarification related to this training requirement contact Valerie Jackson at 334.725.3564 Email: valerie.jackson2@va.gov

· Submit certificates of completion for required training before starting work.

5.12. The contractor is solely responsible for any negative outcome created by providing service or from service provided starting from the award date of the contract to satisfactory completion of the contract, through the end of the warranted service, and for any period required by law for which harm to persons and or the environment has occurred as the result of providing the service, or because of service provided.

5.13.

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5.14. Upon completion or termination of the applicable contract(s) or agreement(s), return and/or destroy, at Covered Entity’s option, VA information gathered, created, received, or processed during the performance of the contract(s) or agreement(s). No data will be retained by Business Associate, or contractor, subcontractor, or other agent of Business Associate, unless retention is required by law or for operational compliance and or support and specifically permitted by Covered Entity. As deemed appropriate by and under the direction of Covered Entity, Business Associate shall provide written assurance that all VA information has been returned to Covered Entity or destroyed by Business Associate. If immediate return or destruction of all data is not possible, Business Associate shall notify Covered Entity and assure that all VA information retained will be safeguarded to prevent unauthorized Uses or Disclosures.

5.15. Prior to termination or completion of this contract, contractor/subcontractor must not destroy information received from VA, or gathered/created by the contractor while performing this contract without prior written approval by the VA. Any data destruction done on behalf of VA by a contractor/subcontractor must be done in accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management and its Handbook 6300.1 Records Management Procedures, applicable VA Records Control Schedules, and VA Handbook 6500.1, Electronic Media Sanitization. Self-certification by the contractor that the data destruction requirements above have been met must be sent to the VA Contracting Officer within 30 days of termination of the contract.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Implementation, unlimited updating, maintenance of data and drawings for the Space Management and CAI Reporting Systems.

Contract Period: Base POP Begin:

POP End:

LOCAL STOCK NUMBER: 0001

Software licenses-25 As-Builts, CAI, Space, System Admin

LOCAL STOCK NUMBER: 0002

Training

LOCAL STOCK NUMBER: 0005

Implementation, unlimited updating, maintenance of data and drawings for the Space Management and CAI Reporting Systems.

Contract Period: Option 1 POP Begin:

Software licenses-25 As-Builts, CAI, Space, System Admin

Training

Implementation, unlimited updating, maintenance of data and drawings for the Space Management and CAI Reporting Systems.

Contract Period: Option 2 POP Begin:

Software licenses-25 As-Builts, CAI, Space, System Admin

Training

Implementation, unlimited updating, maintenance of data and drawings for the Space Management and CAI Reporting Systems.

Contract Period: Option 3 POP Begin:

Software licenses-25 As-Builts, CAI, Space, System Admin

Training

Implementation, unlimited updating, maintenance of data and drawings for the Space Management and CAI Reporting Systems.

Contract Period: Option 4 POP Begin:

Software licenses-25 As-Builts, CAI, Space, System Admin

Training

B.3 DELIVERY SCHEDULE

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

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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 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.3 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.4 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

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

(End of Clause)

C.5 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

(End of Addendum to 52.212-4)

C.6 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAR 2023)

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

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

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115–91).

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

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

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

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

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

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

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

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

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

[] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

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

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.209–6, Protecting the Government’s Interest When Subcontracting with…