36C24724Q0077.pdf

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

509-24-1-4132-0001

36C24724Q0077 11-03-2023

Holly Bowling Holly.Bowling@va.gov 11-08-2023

1500 EST

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

X 100

X

541940

$10 Million

N/A

N/A

Charlie Norwood VA Medical Center

950 15th Street

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

FMS-VA-2 (101)

Financial Services Center P.O. Box 149971 Austin TX 78714-9971

See CONTINUATION Page

Veterinary Services for Charlie Norwood VA Medical Center.

Service Contract Labor Standards statute applies to this requirement. See section D for the applicable Department of Labor Wage Determination.

See CONTINUATION Page

509-364/50161-4132-810500-2581 810010100

Robert Knight

36C24724Q0077

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:

CONTRACTOR NAME:

ADDRESS:

CITY-STATE-ZIP:

POINT OF CONTACT:

OFFICE NUMBER:

E-MAIL ADDRESS:

UEI / DUNS:

b. GOVERNMENT: Holly Bowling, Contract Specialist Department of Veterans Affairs

Network Contracting Office 7 Contracting Office Code: 36C247

2. INVOICING: Use of the invoicing procedures set forth in this Contract is mandatory and supersede any other invoicing procedures otherwise used by the Contractor. Invoice payment, including the calculation of late fees when applicable, shall be conducted in accordance with current Department of Veterans Affairs policies and procedures at the time an invoice is submitted. Under no circumstances shall a late payment be grounds for termination of this Contract.

a. Invoices Submitted in Arrears: Invoices shall be submitted electronically, monthly, in arrears in accordance with: VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018). Invoices shall not be submitted for work not yet performed.

b. Invoice Payment: Payments will be made in arrears upon receipt of a properly prepared invoice.

Advance payments for work not yet performed is not authorized under this Contract. All payments by the Government to the contractor will be made in accordance with FAR 52.232-33

PAYMENT BY ELECTRONIC FUNDS TRANSFER – SYSTEM FOR AWARD

MANAGEMENT (OCT 2018).

c. Invoice Processes and Procedures:

(1) Electronic Invoicing Required: Facsimile, e-mail, posted mail, and scanned documents are not acceptable forms of submission for payment requests.

(2) FMS Registration: Contractors new to the Department of Veterans Affairs must first register with the VA’s Financial Management System (FMS). In order to register a company with

FMS, the contractor must first register with https://www.id.me/, which is a simple and secure identity verification system. Once a contractor has registered with https://www.id.me/, the contractor can then access the digital registration form through the VA's Customer Engagement Portal at http://www.cep.fsc.va.gov/. For assistance, contractors may call 1-877- 353-9791 or e-mail vafsccshd@va.gov.

(3) Tungsten Network: Once registered in FMS, a contractor may now electronically submit invoices. The VA has mandated electronic invoice submission to the Veterans Affairs Financial Services Center (VAFSC). VAFSC has partnered with Tungsten Network e- Invoicing network, for submissions of all electronic invoices to the VA. Tungsten Network electronic invoicing is free to all VA vendors. In order to submit electronic invoices, all VA vendors must register with Tungsten Network by submitting an email to VA.Registration@Tungsten-Network.com or calling 1-877-489-6135 for enrollment. Once successfully enrolled, please go to Tungsten Network (tungsten-network.com) to begin submitting electronic invoices.

(4) Invoice Information: All invoices shall reference the vendor’s name and address, customer name, contract number, appropriate obligation/funding order number, description of services provided, quantity, unit price, and total invoice amount (any additional info). Invoices shall also include any payment discount terms, if applicable.

(5) Electronic Invoice Submission: Contractors shall submit an electronic invoice by the tenth (10th) of the following month services were performed to the Veterans Affairs Financial Services Center (VAFSC) e-Invoice through the website at https://portal.Tungsten- Network.com/Login.aspx. For questions regarding the submission of VA electronic invoices, Tungsten Network customer service may be contacted at 1-877-489-6135.

(6) Final Invoice Submission: The Contractor shall submit any outstanding invoices for work performed under this Contract within one (1) month following Contract expiration. In the event that there are any funds remaining on any Purchase Orders issued under this Contract after the one-month time period following Contract expiration, the Government will unilaterally deobligate any unused funds.

3. CONTRACTING OFFICER AUTHORITY: If the contractor receives a request from VA personnel directing or requesting work that the Contractor believes is not within the scope of the Contract, the Contractor must notify the COR and the Contracting Officer of the request.

Only the Contracting Officer is authorized to issue changes or modifications that will affect price, quantity, or quality of performance of this contract. Additional tasking required by changes in mission assignments must be documented by a bilateral contract modification, in accordance with FAR 52.212-4(c). In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred thereof.

4. FIRM-FIXED-PRICE CONTRACT: This Contract is a firm-fixed-price contract, as defined in FAR 16.202-1. As such, the prices set forth in Section B.2 Price Schedule are, “not subject to any https://www.id.me/ https://www.id.me/ http://www.cep.fsc.va.gov/ mailto:vafsccshd@va.gov mailto:VA.Registration@Tungsten-Network.com https://www.tungsten-network.com/ https://portal.tungsten-network.com/Login.aspx https://portal.tungsten-network.com/Login.aspx adjustment on the basis of the contractor’s cost experience in performing the contract.” The Contractor shall not perform any services outside the scope of this Contract without a properly awarded bilateral modification, in accordance with FAR 52.212-4(c).

5. NONPERSONAL SERVICES CONTRACT: This Contract is a nonpersonal services contract, as defined in FAR 37.101. VA personnel will not exercise any supervision or control over Contractor personnel performing work under this Contract. Such personnel shall be accountable solely to the Contractor, which in turn is responsible to the Government for execution of the services under this Contract.

6. GOVERNMENT LIABILITY: The Federal Tort Claims Act (FTCA), 28 U.S.C. §§ 2671-2680, prescribes a uniform procedure for handling of claims against the United States, for money damages only, on account of damage to or loss of property, or personal injury or death, caused by the negligent or wrongful act or omission of a Government employee while acting within the scope of his or her office or employment, under circumstances where the United States, if a private person, would be liable in accordance with the law of the place where the act or omission occurred. Under the FTCA, the federal government acts as a self-insurer. See Claims Under the Federal Tort Claims Act - Office of General Counsel (va.gov) for additional information.

7. GENERAL CONTRACT REQUIREMENTS: In addition to any other requirements set forth in this Contract, the Contractor, including its employees, agents, and subcontractors (collectively “the Contractor”), shall comply with the following requirements. Any legal violations may be a violation of Federal law resulting in charges answerable in the United States District Court.

a. Parking: It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking is available from the VA Police Section. The VA will not invalidate or make reimbursement for parking violations of the Contractor under any conditions.

b. Check-in/Check-out Requirements: All Contractor personnel shall check-in and check-out as directed by the COR/POC, in accordance with facility requirements.

c. Drug-free Policy: All VA facilities are drug-free. Possession of non-prescribed drugs, including alcohol, marijuana, and CBD products, is prohibited.

d. Non-smoking Policy: Smoking—including all tobacco products, e-cigarettes, and vaping products—is prohibited on the entire campus, both inside and outside the VA Facility.

e. Weapons Prohibited: Possession of any type of weapon on VA property is prohibited. Enclosed containers, including tool kits, are subject to search without consent while on VA property.

f. Facility Directives: All persons shall comply with all facility directives while on-campus, including the wearing of masks as required.

g. Contractor Orientation: The Contractor, including all employees providing service under this Contract, shall attend an orientation prior to beginning any work under this Contract, at the COR/POC’s discretion. This orientation may include the following topics: Contract terms and conditions; performance monitoring; badging procedures; check-in/check-out procedures; fire and https://www.law.cornell.edu/uscode/text/28/part-VI/chapter-171 https://www.va.gov/ogc/ftca.asp https://www.va.gov/ogc/ftca.asp safety policies; severe weather procedures; disease transmission; infection control; disaster procedures; conduct of Contractor personnel on facility property; location of the Contractor’s workspace; and any other topic deemed necessary by the COR/POC’s. At the COR/POC’s discretion, the Contractor may be responsible for providing some or all of this information/ training to its employees, as directed by the COR/POC.

h. Employee Requirements: In addition to any other requirements set forth in this Contract, the Contractor shall ensure that each employee performing services under this contract:

1. is fully trained, entirely competent, and otherwise meets all legal requirements for performing work under this Contract at a Government facility;

2. has all training mandated by OSHA and the VA prior to beginning any work on- site, to include without limitation: infection control and prevention; CDC guidelines for PPE, including required PPE, donning, use, and disposal; and compliance with VA policies, particularly regarding patient privacy;

3. has a clear criminal record, which means no felony convictions, or misdemeanor convictions for assaultive behavior or crimes of moral turpitude;

4. can effectively communicate in, read, and understand English so that all facility alerts and warnings can be effective understood and communicated; and

5. is healthy; sick personnel shall not perform any work under this Contract.

i. Employee Uniforms: The Contractor shall provide a uniform to its employees that is easily recognizable and clearly distinguishes them as Contractor employees. The company-issued uniform shall have the name of the company clearly visible on the front of the uniform top.

Uniforms shall present a professional appearance, be clean and maintained in good repair, and shall comply with all applicable safety regulations, e.g., protective footwear. Contractor employees shall wear their Government-issued identification badges so that it is clearly visible on the front of their uniform.

j. Noninterference with Facility Functions: The Contractor shall perform its services under this Contract in a manner that does not interfere with the facility’s functions, including maintaining all tools and equipment in an orderly fashion and cleaning the work area at the conclusion of a service visit. The Contractor shall interrupt its work at any time so as to not interfere with the normal functioning of the facility, including utility services, fire protection systems, and passage of facility patients, personnel, equipment, and carts. In the event of an emergency, Contractor services may be stopped and rescheduled to a date and time mutually satisfactory to the Contractor and the COR, at no additional cost to the Government.

k. Safety – Infection Control Risk Assessment (“ICRA”) Requirements: During the performance of this Contract, the Contractor shall follow all ICRA requirements, as set forth by the infection control staff.

l. Safety – OSHA Requirements: The Contractor shall comply with all OSHA and CDC requirements while performing work under this Contract at any VA facility, including without limitation: use of personal protective equipment; proper placement of caution signs; and providing the COR with all Material Safety Data Sheets, as applicable, prior to beginning any work under this Contract.

m. Photography: Photographs may be taken on facility grounds only during the performance of the services provided under this Contract; photographs shall not be taken for any other reason.

Photographs shall not contain any images or personal information of patients, Government employees, or other contractor employees.

n. Protection of Government Property: The Contractor shall take care to protect persons and personal/Government property while on VA property, including removal of all trash and debris at the completion of any job, and otherwise keeping the work area clean at all times. The Contractor shall be liable for any injuries and/or damage caused by the Contractor, including its employees and agents (including any subcontractors), to include all reasonable costs for medical treatment and/or damage repair. Any injuries and/or damage caused by the Contractor shall immediately be reported to the COR/POC.

o. VHA DIRECTIVE 1192.01 (Seasonal Influenza Policy): It is VHA policy that medical facilities will achieve a mandatory seasonal influenza vaccination program by requiring all HCP to receive annual seasonal influenza vaccination or obtain an exemption for medical or religious reasons.

Compliance with this directive is a condition of employment. HCP in violation of this directive may face disciplinary action up to and including removal from federal service.

Health Care Personnel (HCP) are individuals who, during the influenza season, work in VHA locations or who come into contact with VA patients or other HCP as part of their duties. VHA locations include, but are not limited to, VA hospitals and associated clinics, community living centers (CLCs), community-based outpatient clinics (CBOCs), domiciliary units, Vet centers and VA-leased medical facilities. HCP include all VA licensed and unlicensed, clinical and administrative, remote and onsite, paid and without compensation, full- and part-time employees, intermittent employees, fee basis employees, VA contractors, researchers, volunteers and health professions trainees (HPTs) who are expected to perform any or all of their work at these facilities. HPTs may be paid or unpaid and include residents, interns, fellows and students. HCP also includes VHA personnel providing home-based care to Veterans and drivers and other personnel whose duties put them in contact with patients outside VA medical facilities.

Contractor personnel that fall under the category of HCP shall comply with VHA Directive

1192.01 by: receiving the annual seasonal influenza immunization; and providing proof of the immunization or a valid medical/religious exemption to the facility upon request. If a valid medical or religious exemption has been granted, Contractor personnel shall wear a face mask while at any VA location during influenza season (December 1 – March 31).

8. SECURITY & PRIVACY CONTROL:

a. Badging/Access: Badging and access for all Contractor personnel shall be coordinated with the COR/POC. The Contractor shall strictly comply with all direction given by the COR and facility personnel during the badging process. Failure to comply with this requirement will be considered a material breach of this Contract.

b. Physical Security: The Contractor shall not permit its employees, including subcontractor employees, to open desk drawers, cabinets, or to use office equipment, including the use of non-pay telephones, for any purpose other than required for normal performance of duties under this Contract.

c. Network/Data Security: The Contractor shall not connect any computing or data storage devices to the VA facility’s networks, except for publicly available Wi-Fi.

d. Contract Security: The Authorization & Accreditation (A&A) requirements of VHA Handbook

6500.6 do not apply to this requirement; therefore, a Security Accreditation Package is not required, nor is an A&A or MOU/ISA required. Sensitive information exposure as part of this contract involves applicable security controls within the facility as part of the VA Information Security. If there are any questions related to privacy, please have a member of your staff contact the VA Privacy Service at (202) 461-6309. If there are any questions related to the information security, please have a member of your staff contact the Office of Cyber Security at (304) 262- 7733.

e. Patient Confidentiality: The Contractor shall adhere to all requirements of the Privacy Act due to the possibility that confidential medical record information may be accessible and/or visible to Contractor employees while performing work under this Contract. The Privacy Act prohibits the disclosure of a record about an individual from a system of records, absent the written consent of the individual, unless the disclosure is pursuant to statutory exception. See Privacy Act of 1974 for additional information regarding the Privacy Act. At the COR’s direction, in the COR’s sole discretion, the Contractor shall obtain a signed Confidentiality Certificate from each employee and maintain that Certificate for inspection purposes.

https://www.justice.gov/opcl/privacy-act-1974

B.2 PRICE SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

324.00 HR __________________ __________________

Contractor shall provide Consultant Veterinary Medical Officer Support

Services at the CNVAMC, for the VA Animal Research and Development Department in accordance with the Standard of Work Statement.

Contract Period: Base POP Begin: 12-19-2023 POP End: 06-18-2024 PRINCIPAL NAICS CODE: 541940 - Veterinary Services PRODUCT/SERVICE CODE: R416 - Support - Professional:

Veterinary/Animal Care

40.00 HR __________________ __________________

On Call Support Services at the CNVAMC, Veterinarian Medical Unit

Contract Period: Base POP Begin: 12-19-2023 POP End: 06-18-2024 PRINCIPAL NAICS CODE: 541940 - Veterinary Services PRODUCT/SERVICE CODE: R416 - Support - Professional:

Veterinary/Animal Care

GRAND TOTAL __________________

SECTION B.3 PERFORMANCE WORK STATEMENT

Veterinarian Services for Charlie Norwood VA Medical Center

A. GENERAL INFORMATION

1. Purpose: Provide Veterinary Support by a Doctor of Veterinary Medicine who holds a current, valid medical license and has training and/or experience in laboratory animal science and medicine.

2. Scope of Work: The Contractor shall provide Administrative Support, Veterinary

Care, Husbandry, Quality Assurance, and Education and Training for all research animals housed at the Charlie Norwood VAMC (CNVAMC) Research Department as described in this performance work statement (PWS).

3. Background: The Research Department has projects that utilize animals which require veterinary care and husbandry services which requires the support of a Veterinarian.

4. Place of Performance: Charlie Norwood VA Medical Center, 950 15th Street

Augusta, GA 30901.

5. Hours of Operation: The facility is closed on the following Holidays:

a. New Year’s Day;

b. Birthday of Martin Luther King, Jr.;

c. Washington’s Birthday;

d. Memorial Day;

e. Juneteenth National Independence Day;

f. Independence Day;

g. Labor Day;

h. Columbus Day;

i. Veterans Day;

j. Thanksgiving Day;

k. Christmas Day; and

6. Any other day declared a Federal Holiday by Presidential Proclamation.

B. GENERAL REQUIREMENTS

1. Contractor shall provide the below Veterinary Administrative Support duties:

a) The incumbent will serve as the attending veterinarian at the CNVAMC and in that context serve as a member of the Institutional Animal Care and Use Committee

(IACUC);

b) Will provide veterinary pre-review of the Animal Component of Research Protocol (ACORP) /protocols;

c) Every six (6) months perform semi-annual program and facility review/inspection.

d) Assists with the review, development, and implementation of the IACUC and husbandry SOPs, Policies and Procedures

e) Assist the IACUC Coordinator with IACUC agendas, minutes, and investigator correspondence

f) Assist the IACUC Coordinator with the submission of annual reports to the USDA, Office of Laboratory Animal Welfare (OLAW), Association for Accreditation of Laboratory Animal Care (AAALAC) International and VA Central Office

g) Assist with the submission of OLAW letter of Assurance and AAALAC International accreditation documents

h) Provide guidance on vivarium facility construction/renovation projects

i) Provide daily availability via phone and/or e-mail to address administrative issues that need immediate attention; and

j) Provide advice and guidance on all aspects of an AAALAC International Animal Care and Use Program.

2. Contractor shall provide the below Veterinary Care Support duties:

a) Weekly site visit (or more) to assess the health of all animals in the facility

b) Oversee and coordinate the management of all CNVAMC disease outbreaks

c) Coordinate the CNVAMC sentinel program

d) Coordinate the quarantine and/or rederivation of all animals from non-approved vendors

e) Review and advise on all CNVAMC colony health reports both internal and external to include reports from non-approved vendors

f) Provide after-hours, weekend and holiday emergency veterinary coverage.

3. Contractor shall provide the below Husbandry Support duties:

a) Meet with husbandry staff at least weekly ((either by phone or in person)

b) Meet with the Animal Research Facility (ARF) Manager at least twice weekly (either by phone or in person)

4. Contractor shall provide the below Quality Assurance (QA) Support duties:

a) Provide technical support in QA evaluation in all aspects of the animal care program

b) Provide technical support in the collection and submission of biologic samples as part of the sentinel and quarantine program to assess colony/animal health status.

5. Contractor shall provide the below Education and Training:

a) Train Primary Investigators (PI) and staff as requested by the PI and/or determined needed during the protocol review process.

b) Conduct meetings with the investigators of the CNVAMC as needed.

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)

FAR

Number

Title Date

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

52.232-40

52.237-2

PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

PROTECTION OF GOVERNMENT BUILDINGS,

EQUIPMENT, AND VEGETATION

MAR 2023

APR 1984

852.203-70 COMMERCIAL ADVERTISING MAY 2018

852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-

OWNED SMALL BUSINESS EVALUATION FACTORS

(DEVIATION)

JAN 2023

852.215-71 EVALUATION FACTOR COMMITMENTS OCT 2019

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 15 calendar days before the contract’s performance period ends. The “specified” rates under this clause will be those rates in effect under the contract each time an option is exercised under this clause.

(End of Clause)

C.4 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.

C.5 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)

(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 (SEP 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.)

[X] (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).

[X] (8) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[X] (9) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

[] (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

[] (11) [Reserved]

[] (12) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

[] (13) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (14) [Reserved]

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

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

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

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

[] (17) 52.219-8, Utilization of Small Business Concerns (SEP 2023) (15 U.S.C. 637(d)(2) and (3)).

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

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

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

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

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

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

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