36C77623Q0416_1.docx

36C77623Q0416

GENERAL INFORMATION

Program Contracting Activity Central

6100 Oak Tree Blvd, Suite 490 Independence OH 44131

POINT OF CONTACT*

Contract Specialist Haley Huff Haley.Huff@va.gov

PLACE OF PERFORMANCE

POSTAL CODE

COUNTRY

ADDITIONAL INFORMATION

DESCRIPTION

The Department of Veterans Affairs, Program Contracting Activity Central, St. Louis, MO intends to solicit quotes from contractors for single award Animation Software Tool Blanket Purchase Agreement (BPA). The anticipated period of performance will begin September 2023 through September 2028.

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice

Combined Synopsis/Solicitation Notice

Table of Contents

SECTION B - CONTINUATION OF COMBINED SYNOPSIS/SOLICITATION NOTICE

36C77623Q0416

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B.1 STATEMENT OF WORK

1. Title of Project: Animation Software Tool

2. Background: There is an increasing need to create and provide engaging learning products for Department of Veterans Affairs (VA), Workforce Management and Consulting (WMC), Veterans Health Administration (VHA) Institute for Learning, Education and Development (ILEAD), National Center for Organization Development (NCOD) products and programs. An online animation software tool will allow WMC, VHA ILEAD and NCOD to develop professional animated videos rapidly on a wide range of topic areas for use in marketing, training, and eLearning.

3. Objectives: To provide WMC, VHA ILEAD and NCOD animation software tool to build whiteboard and animation learning products.

4. Scope of Work: The contractor shall provide subscription licenses annually to access the Vyond animation software tool (Previously named GoAnimate) OR an equivalent animation software tool for WMC, VHA ILEAD and NCOD. This access shall be an uninterrupted, Internet-based subscription service that provides WMC, VHA ILEAD and NCOD personnel with an Animation Software Tool to create and deliver content to VA medical physicians who provide services to our Nations Veterans, as well as VA staff members who support the VA mission. The animation software tool needs to be easily learnable (such as, how-to tutorials to assist developers to learn how to use and navigate the software). This animation software tool will allow for rapid development of learning areas and deployment to reach VA providers and staff globally.

5. Applicable Documents: None.

6. Mandatory Tasks and Deliverables: The Contractor shall perform the mandatory tasks and provide the specific deliverables described below within the performance period stated in this Statement of Work (SOW).

The Contractor shall not commit or permit any act that interferes with the performance of work awarded to another Contractor or with the performance of Government employees. In any case where, in the course of fulfilling the contract requirements, the Contractor disturbs any work guaranteed under another separate contract, the Contractor must restore such disturbed work.

Minimum requirements of Vyond animation software tool OR an equivalent animation software tool:

Audio:

MP3 files.

Wide variety of voices and noises.

Characters:

Wide diversity (age, race, ethnicity, disability) Role-based to include Health care, Government, Office, Casual, other Professional.

Editable character builder to include facial features, hair, eyewear, clothing, and accessories to include the ability to select colors for all features.

Charts:

Editable charts show percentages as numbers, bar charts, pie charts, prop charts, counter chart, ring chart.

Customer Service:

Available via chat, email, and phone.

Downloadable outputs of:

720p and 1020p MP4s and animated Graphics Interchange Format (GIFs)

Props:

Objects to support development to include animals, buildings, decorations, furniture and fixtures, health care, industrial, kitchen, technology, transportation, shapes, and symbols.

Styles:

Multiple styles of animation to choose from with characters, props, scenes, templates, and text elements usable across all styles.

Canned, pre-animated characters, scenes, backgrounds, sound effects, music clips, and props should be available to drag and drop to create scenes in minutes.

Business Friendly: scenario-based training, company culture videos, announcements, explainer videos.

Contemporary for branded videos, animated info graphics, promotional videos, demos.

Whiteboard Animation: tutorials, microlearning videos, complex ideas.

Templates:

Locations to include Health care, Office, Customer Support, Finance, Government, Human Resources, Home, Industrial, Technology, Training, and Textures.

Text:

Different styles of text presentation.

Ability to upload fonts for use.

Training:

Vendor provides training via webinar for all new license holders as needed on how to use the animation software tool. If online self-paced system tutorials are available, they shall be accessible to all users.

Minimum VA compatibility requirements of Vyond animation software tool OR an equivalent animation software tool:

· Ability to make animations 508 compliant.

· Be able to modify templates or embed external media such as graphics and audio (ex: MP3 or wav).

· Animation output must be in suitable file extension for use in VA courseware, such as MP4.

· Vendor owner of animation software tool must be willing to pursue, actively pursuing, or already have “Federal Risk and Authorization Management Program” (FedRAMP - https://www.fedramp.gov/) authorization.

Task 6.1: The contractor shall provide subscription licenses to access the Vyond animation software tool OR an equivalent animation software tool.

If online self-paced system tutorials already exist for how to use animation software tool, they shall be accessible to all users.

NOTE: These tutorials shall not be created for this contract. These shall be made available only if they already exist.

Deliverable 6.1:

A. Subscription license to access the Vyond animation software tool OR an equivalent animation software tool.

a. The VA anticipates an amount not to exceed 120 subscriptions annually B. Online, self-paced, system training tutorials, if available

a. NOTE: These tutorials shall not be created for this contract. These shall be made available only if they already exist.

Task 6.2: Vendor shall provide webinar training, via live (instructor led) webinar, on how to use animation software tool. After a Call Order for CLIN 0002 is issued for the required number of trainees, the Government will collaborate with the contractor point of contact to arrange and schedule the training.

Deliverable 6.2:

A. Live Webinar Training

Task 6.3: Quarterly Report consisting of three parts:

1. Report of issues or malfunctions, including outages of service that occurred during the reporting quarter, stating the period and a brief description of the issue.

2. Training provided for all new license holders. Provide VA username, date of training and total training time provided.

3. Usage report for each VA subscriber account containing the following data points (if available):

1. Name of user

2. Total (cumulative) number of video files created

3. Current total size (Mb/Gb) of files stored in each account

4. Active time spent (hours) using the system each month Part three above should be a table format listing all users by name and columns for items 2, 3, and 4.

Deliverable 6.3:

A. Quarterly Report

Task 6.4: Vendor owner of animation software tool must be willing to pursue, actively pursuing, or already have “Federal Risk and Authorization Management Program” (FedRAMP - https://www.fedramp.gov/) authorization.

Deliverable 6.4:

A. FedRAMP System Security Plan (SSP) and supporting documentation B. VA Implementation Diagram: This is a VA specific architecture diagram demonstrating the proposed implementation of this system at VA (VAID) C. 3PAO Security Assessment Plan (SAP) D. 3PAO Security Assessment Report (SAR)

Table 1, Deliverable Table

Period of Performance

Task 6.1

(NTE 120)

5-year performance period.

7. Evaluated Optional Tasks and Deliverables: None.

8. Quality Control:

8.1 Contractor’s Quality Control Program: Contractor’s delivery will be monitored by the PM/COR in accordance with the Tasks and Deliverables Requirements Summary (TDRS).

The PM/COR will certify receipt of subscriptions and recommends acceptance of the services/deliverables. This process will be used for approval of payment for the Contractor’s invoices and will serve as the mechanism to document that the overall performance of the Contractor has been acceptable for the period of time covered by the invoice.

TDRS: The deliverables below are defined as Work being completed within established timeframes.

Tasks and Deliverables Requirements Summary (TDRS) Table

8.2 Performance Monitoring: The PM/COR will perform random inspection of the services covered under the contract. PM/COR will certify receipt of services and/or goods and recommends acceptance of the services/deliverables. This process will be used for approval of payment for the Contractor’s invoices and will serve as the mechanism to document that the overall performance of the Contractor has been acceptable for the period of time covered by the invoice.

9. Government-Furnished Equipment (GFE) / Government Furnished Information (GFI):

None.

10. Performance Details:

10.1 Period of Performance: The period of performance of this BPA is five years from the date of award. Each BPA Call Order shall specify the period of performance to govern that call order.

10.2. Place of Performance: Trainees will take courses electronically from their VHA Facilities across the U.S. and U.S. Territories.

10.3 Observance of Government Holidays. There are 11 Federal holidays set by law (USC Title 5 Section 6103). Under current definitions, four are set by date:

If any of the above falls on a Saturday, then Friday shall be observed as a holiday. Similarly, if one falls on a Sunday, then Monday shall be observed as a holiday. The other six holidays are set by a day of the week and month:

10.4. Type of Contract: This SOW is for a Blanket Purchase Agreement BPA. BPA Orders shall be issued on a firm-fixed-price basis.

10.5. Travel: The Government does not anticipate travel.

10.6 Call Order Pre-Award Meeting: The Contractor shall not commence performance on the tasks in this SOW until the Contracting Officer (CO) has conducted a post-award meeting or has advised the Contractor that the post-award meeting has been waived for each Call Order.

11. Formal Acceptance or Rejection of Deliverables: The Government will review each deliverable within 15 business days and provide comments. The Contractor shall have 5 business days to incorporate the Government’s comments and make appropriate revisions.

12. Changes to the SOW: Any changes to this SOW shall be authorized and approved only through written correspondence from the CO. A copy of each change will be kept in a contract folder, along with all other products of the contract. Costs incurred by the Contractor through the actions of parties other than the CO shall be borne by the Contractor.

13. Confidentiality and Non-Disclosure: It is agreed that:

a. The preliminary and final deliverables, as well as all associated working papers and other material deemed relevant by VA that have been generated by the Contractor in the performance of this contract, are the exclusive property of the U.S. Government and shall be submitted upon request to the CO at the conclusion of the contract.

b. The CO will be the sole authorized official to release, verbally or in writing, any data, draft deliverables, final deliverables, or any other written or printed materials pertaining to this contract. No information shall be released by the Contractor. Any request for information relating to this contract presented to the Contractor shall be submitted to the CO for response.

c. Press releases, marketing material, or any other printed or electronic documentation related to this contract shall not be publicized without the written approval of the CO.

14. Information Security and Privacy Requirements: The Contractor shall not have access to any Government Information Systems. Contractor shall not have access to any sensitive Personnel Information. The contractor will have no access to Privacy Act information other than station and name of participants.

14.1 ASSESSMENT, AUTHORIZATION, and CONTINUOUS MONITORING

1. The information system solution selected by the Contractor shall comply with the Federal Information Security Management Act (FISMA).

2. The Contractor shall comply with FedRAMP requirements as mandated by Federal laws and policies, including making available any documentation, physical access, and logical access needed to support this requirement.

3. The Contractor shall provide a SaaS product as defined by the following criteria: Software as a Service (SaaS) is an application delivery model in which the application is hosted on a cloud infrastructure outside the security boundary of VA and is provided to the Cloud Service Customer (CSC) over the internet. The CSC uses the SaaS offering via a thin-client interface, such as a web-browser or a program interface. The CSC subscribes to the SaaS offering and is only responsible for limited application configuration settings. The Cloud Service Provider (CSP) offering the application is responsible for management of the application, safeguarding of data stored or processed by the application, and all elements of the underlying infrastructure.

In order to qualify as SaaS for use at VA, and to align with Federal Risk and Authorization Management Program (FedRAMP) requirements, the hosting for the offering must conform to the NIST 800-145 definition of Cloud Computing and thus contain following key characteristics:

· On-Demand Self-Service: The CSP fully automates the provisioning of both the customer interface and the underlying cloud components of the SaaS offering. In some cases, to the CSP may provision internal resources manually, while providing the CSC an automated interface to request and track the service.

· Broad Network Access: The SaaS capabilities are available over the internet or over a network that is available from all access points the CSC requires. The SaaS offering is accessible through common platforms (e.g., mobile phones, tablets, laptops, and workstations).

· Resource Pooling: The computing infrastructure supporting the SaaS offering is shared among more than one CSC using a multi-tenant model, and resources are dynamically assigned depending on customer demand.

· Rapid Elasticity: Computing capabilities are automatically provisioned and released in a manner that scales with customer demand. In some cases, the scaling of resources may not be fully automated, but it should be fast enough to support the needs of the CSC, which the CSC would have to define.

· Measured Service: Resource usage, such as storage, processing, bandwidth, and user activity are measured and reported on in a manner that is relevant to the SaaS offering.

The SaaS offering must be hosted within the United States and data stored/processed/transmitted within the offering must remain within the United States. CSPs should be aware of FedRAMP and ready to partner with VA through the SaaS FedRAMP Authorization process.

4. Following guidance from the Federal CIO, VA will utilize existing JAB ATO or agency ATO issued by another agency as a starting point for FedRAMP requirements. If neither of those exist, VA will sponsor FedRAMP ATO. VA will be using the FedRAMP baselines as a starting point, since they are specifically tailored for cloud services.

5. The Contractor shall, where applicable, assist with the VA ATO Process to help achieve agency authorization of the cloud service or migrated application.

6. The Contractor shall complete a FedRAMP System Security Plan (SSP) and supporting documentation within 45 calendar days after contract award. (If Data Security Categorization is High Impact, this will be due 85 calendar days after contract award.)

7. The Contractor shall complete a Third-Party Assessment Organization (3PAO) Security Assessment Plan (SAP) within 90 calendar days after contract award. (If Data Security Categorization is High Impact, this will be due after 130 calendar days after contract award.)

8. The Contractor shall complete a 3PAO Security Assessment Report (SAR) within 140 calendar days after contract award. (If Data Security Categorization is High Impact, this will be due 180 calendar days after contract award.)

9. The Contractor shall afford VA access to the Contractor’s and Cloud Service Provider’s (CSP) facilities, installations, technical capabilities, operations, documentation, records, and databases.

10. If new or unanticipated threats or hazards are discovered by either VA or the Contractor, or if existing safeguards have ceased to function, the discoverer shall immediately bring the situation to the attention of the other party in accordance with the security addendum B.

11. The Contractor shall not release any data without the consent of VA in writing. All requests for release must be submitted in writing to the Contracting Officer’s Representative (COR)/Contracting Officer (CO).

12. For live VA data to be used in this system, a FedRAMP Authorization and Agency ATO will be required.

Deliverables:

A. FedRAMP System Security Plan (SSP) and supporting documentation B. VA Implementation Diagram: This is a VA specific architecture diagram demonstrating the proposed implementation of this system at VA (VAID) C. 3PAO Security Assessment Plan (SAP) D. 3PAO Security Assessment Report (SAR)

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Animation Software Tool subscription licenses

See Attachment 1: Pricing Schedule

Contract Period: Base POP Begin: TBD POP End: TBD

LIVE WEBINAR Training for using Animation Software Tool

See Attachment 1: Pricing Schedule

Contract Period: Base POP Begin: TBD POP End: TBD

B.3 DELIVERY SCHEDULE

0.00

0.00

B.4 TERMS AND CONDITIONS

The Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH the Department of Veterans Affairs:

B.5 ADMINISTRATIVE DATA

A Blanket Purchase Agreement (BPA) is hereby established between TBD and the Department of Veterans Affairs under the following terms and conditions incorporated in this BPA:

Primary Point of Contact: TBD

Alternate Point of Contact:

DUNS NUMBER:

Cognizant Office (Include complete address):

Department of Veterans Affairs Program Contracting Activity Central

6100 Oak Tree Blvd, Suite 490 Independence OH 44131

B.6 PRICING

Contract Services as listed below, with associated pricing, can be ordered under this BPA. The Contractor shall be allowed to vary within the categories for successful and efficient task completion not to exceed funded values of each order awarded under this agreement. As proposed, the Contractor will apply applicable extended/tier pricing to all categories used in the performance of orders issued under this Agreement. Orders may be awarded on a Firm-Fixed Price basis only. All Calls/Orders placed against this BPA are subject to the terms and conditions of the referenced BPA, the Contractor's proposal and this Agreement, except where noted below. Contractor's proposal dated TBD is hereby referenced.

B.7 GENERAL SERVICES ORDERS

a. The BPA holder shall furnish all the necessary qualified personnel, materials, facilities and management resources to furnish the services set forth in the Statement of Work (SOW) within the terms specified and at the price(s) stated.

b. It is understood and agreed that the BPA holder shall provide Fixed-Price proposals when requested by the Contracting Officer (CO). The contractor's proposal shall be priced using labor rates and labor categories here in provided. The CO will issue Fixed Priced Orders upon completion of negotiations of contractor proposals.

B.8 NONPERSONAL SERVICES

a. In performance of this contract, the BPA holder will provide services as required by program offices to support management of their overall mission. This will be based upon the order's performance work statement for the specific effort. Orders will be formally issued to the BPA holder as opposed to individual BPA holder employees.

b. The services required under the Agreement constitute professional and management services within the definition provided by FAR 37.201. Under this Agreement the Government will obtain professional services, which are essential to the Department of Veterans Affairs mission but not otherwise available within Department of Veterans Affairs.

c. The Government will neither supervise BPA holder employees nor control the method by which the BPA holder performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual BPA holder employees. It shall be the responsibility of the BPA holder to manage their employees and to guard against any actions that are of the nature of personal services, or give the perception of personal services. If the BPA holder feels that any actions constitute, or are perceived to constitute personal services, it shall be the BPA holder's further responsibility to notify the Contracting Officer immediately.

d. These services shall not be used to perform work of a policy/ decision making or management nature. All decisions relative to programs supported by BPA holders will be the sole responsibility of the Government. Support services will not be ordered to circumvent personnel ceilings, pay limitations, or competitive employment procedures.

B.9 AUTHORIZED LIMITS

The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach $125,000.00/per Order. This Order Limit may be increased by mutual agreement of the parties as necessary, in whole or part. The authorized Ceiling Limit of the Agreement is set at $650,000.00 over the period covered by the Agreement; this ceiling is also not a guarantee. The Ceiling Limit may also be raised in association with Order Limit increases or other conditions which, by mutual agreement of the parties, maybe considered necessary. Authorization for individual orders above the stated order and/or Ceiling Limits must be coordinated through the Contracting Officer before larger valued orders can be issued and prior to commencement of work. All unauthorized work, regardless of amount, will be processed through the ratification process.

B.10 OBLIGATION OF FUNDS

This BPA does not obligate any funds. The Government is obligated only to the extent of authorized orders actually issued under the BPA by the Contracting Officer.

B.11 PERIOD OF PERFORMANCE

This BPA expires on TBD or such later ending date as determined by the exercise of any option.

B.12 AUTHORIZED INDIVIDUALS

Individuals Authorized to Place Orders:

DVA authorizes the following entities to place orders:

Contracting Officers at the Procurement Contracting Activity

B.13 ORDER FORMAT

Orders will be placed against this BPA via e-mail, Electronic Data Interchange (EDI), FAX, or in hardcopy format. Each individual BPA Order will describe the tasks, services and deliverables required.

B.14 AUTHORIZED REPRESENTATIVES

The primary Contracting Officer (CO) for this Agreement is:

James.Gantar@va.gov The Primary Contracting Officer's Representative (COR) for projects under this Agreement is:

Kenneth Andrews kenneth.andrews3@va.gov The Secondary Contracting Officer's Representative (COR) for projects under this Agreement is:

The Primary and/or Secondary COR will be responsible for technical monitoring of the contractor's performance and deliveries. The COR and the Contractor's Representative shall work together to ensure that all contractual requirements are being met. The COR will interpret specifications or technical portions of the work. The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(4) Terminate, for any reason, the contractor's right to proceed;

(5) Obligate in any way, the payment of money by the Government. Only a warranted Contracting Officer is authorized to obligate funds on this or any other contract action.

The contractor shall immediately notify the Contracting Officer in writing if the COR has taken an action (or fails to take action) or issues directions (written or oral) that the contractor considers to exceed the above limitations.

The contractor shall provide the Contracting Officer information copies of all correspondence to the COR.

B.15 PROHIBIT ACTIVITIES

The BPA holder shall not perform tasks under any resultant order which involve the following:

(a) preparation of any statement of requirements, objectives, or needs to be procured by the Government for services, whether to be acquired by future orders under the program, or by any other contract action at Department of Veterans Affairs;

(b) evaluation of the qualifications of a potential source or any proposal for a contract or order by the Government for services or any other supplies or services;

(c) formulation of "best value" criteria, acquisition plans, solicitations or strategies for the purchase of -like services;

(d) preparation of documentation for future orders for services.

B.16 PRECEDENCE

The Terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence.

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:

(End of Addendum to 52.212-4)

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 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 60 days.

(End of Clause) C.4 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR VERIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (NOV 2022)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled Veteran-owned small business concern or SDVOSB”:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.101, Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled Veterans (or eligible surviving spouses) or, in the case of a service-disabled Veteran with permanent and severe disability, the spouse or permanent caregiver of such Veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been certified for ownership and control pursuant to 38 U.S.C. 8127, 13 CFR 128, and is listed as certified in the SBA certification database at https://veterans.certify.sba.gov/; and

(v) The business agrees to comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size, government contracting, and the Veteran Small Business Certification Program at 13 CFR parts 121, 125, and 128.

(2) The term “Service-disabled Veteran” means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(3) The term “small business concern” has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term “small business concern owned and controlled by Veterans with service-connected disabilities” has the meaning given the term “small business concern owned and controlled by service-disabled veterans” under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)).

(5) The term "SDVOSB participant” or certified SDVOSB means a small business that has been certified in the SBA Veteran Small Business Certification Program and listed in the SBA certification database (see 13 CFR 128.102).

(b) General. In order for a concern to submit an offer and be eligible for the award of an SDVOSB set-aside or sole source contract, the concern must qualify as a small business…