Combined Synopsis Solicitation.pdf

36C25523Q0752

Combined Synopsis/Solicitation Notice

SUBJECT* Polysomnography Sleep Lab Equipment: Sleep Data Storage Device

- KC VAMC

GENERAL INFORMATION

CONTRACTING OFFICE’S ZIP

CODE*

66048

SOLICITATION NUMBER*

START DATE

36C25523Q0752 08-29-2023

RESPONSE DATE/TIME/ZONE 09-07-2023 11:00 A.M. CENTRAL TIME,

CHICAGO, USA

PRODUCT SERVICE CODE* 6515

NAICS CODE*

SMALL BUISINESS STATUS06300

334112 100% SDVOSB Set-Aside

CONTRACTING OFFICE ADDRESS Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048

POINT OF CONTACT*

Teresa Cabanting teresa.cabanting@va.gov

PLACE OF PERFORMANCE

ADDRESS Kansas City VA Medical Center Kansas City, MO

POSTAL CODE 64128

COUNTRY USA

mailto:teresa.cabanting@va.gov

CONTRACT ADMINISTRATION DATA

All contract administration matters will be handled by the following individuals:

a. CONTRACTOR: Name:

Address:

City, State, Zip:

Phone: Office E-mail:

UEI#:

b. GOVERNMENT: Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S. 4th Street Trafficway Leavenworth KS 66048

1. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

[X] 52.232-34, Payment by Electronic Funds Transfer -Other than System for

Award Management

2. INVOICES: Invoices shall be submitted in arrears:

[X] UPON ACCEPTANCE OF ITEMS

3. GOVERNMENT INVOICE ADDRESS: All Invoices from the Contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic

Submission of Payment Requests.

Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin, TX

4. ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

AMENDMENT NO DATE

http://www.fsc.va.gov/einvoice.asp

Description

This is a Combined Synopsis/Solicitation # 36C25523Q0752 for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.6, “Streamlined Procedures for Evaluation and Solicitation for Commercial Items,” as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested, and a formal written solicitation document will not be issued.

This solicitation is issued as a Request for Quote (RFQ). This solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular Federal Register: Federal Acquisition Regulation; Federal Acquisition Circular 2022-06.

This solicitation is for a 100% SDVOSB Set-Aside

The associated North American Industrial Classification System (NAICS) code for this procurement is 334112, with a small business size standard of 1,250 EMP, and the The FSC/PSC is 6515.

All interested companies shall provide quotations via E-mail to Teresa Cabanting, Contracting Officer, teresa.cabanting@va.gov on or before September 7, 2023 by 11:00 a.m. Central.

All questions shall be answered by sending them via E-mail to Teresa Cabanting, Contracting Officer, teresa.cabanting@va.gov on or before September 6, 2023 by 1:00 p.m. Central. The POC of the Site Visit will not answer Offeror/visitor questions.

https://www.federalregister.gov/documents/2022/04/26/2022-08720/federal-acquisition-regulation-federal-acquisition-circular-2022-06-introduction#:~:text=Federal%20Acquisition%20Circular%20%28FAC%29%202022-06%20is%20issued%20under,the%20Administrator%20of%20National%20Aeronautics%20and%20Space%20Administration.

SECTION A – COST/PRICE SCHEDULE

SECTION B – STATEMENT OF REQUIREMENTS

1. Introduction of Required Specifications:

1.1.1 This procurement will replace the obsolete Government-owned polysomnography equipment.

1.1.2 Contractor must provide all necessary tools, equipment/hardware, software, licenses, installation, maintenance, warranty, and training in accordance with this Statement of Requirements.

1.1.3 Equipment: All equipment must be new, state of the art, and not recertified nor refurbished. All equipment must be compliant with current facility requirements for allowable operating system platforms.

1.1.4 Industry Standards: Unless otherwise stated, all equipment must be held to current industry standards for such equipment as present within the current market for polysomnography system equipment, supplies, and related services.

1.1.5 Contractor must meet all minimum requirements contained in section 1.3.

Item

# Description/Part Number* Qty Price

Extended

Amount

0001 PSG1100-C-IPC/ZA-PSG-1100 IP Camera Kit -Capital 4

0002 A/PS12-RA-OD1 PS12 OnDemand Review Analysis lic. 2

0003 A/PS12-ADB-OD1 PS12 Adv DB OnDemand lic. 6

0004 A/PS12-HL-OD1 PS12 HL7 OnDemand lic. 6

0005 TG-980P-ADULT/ZA Adult EtCO2 Kit for PSG-1100 with probes 4

0006 JB-110A JB-110A Amplifier for PSG-1100 7

0007 #NK-CUSTOM-RPT PSG Custom Report, per page 50

0008 #NK-ELITE Elite Support contract per bed 4

0009 NBG-SVR/ZA Neurology server and storage solution 1

0010 #NK-HL7-CUSTOM Polysmith HL7 Customization 1

0011 #NKITSYSTEMSCFG NK-ITSYSTEMS-CFG 1

0012 A/IL-D1 SLP DSP AD in-lab starter kit 5

0013 A/IL-DR1 SLP DSP AD in-lab refill kit 15

0014 TL-271T3-N/ZA NK DSP AD SpO2 probe, Qty. 24 21

0015 YG-225T-N/ZA Adult disp nasal/oral EtCO2 probe 10\box 50

0016 A/13-10200-6010 EEG DSP gold electrodes-60", Qty. 44 pk 1000

0017 A/13-41000-0050 MotionWave DSP EMG electrode-L, Qty. 50 10

0018 A/13-41001-0050 MotionWave DSP EMG electrode-S, Qty. 50 15

0019 A/13-40000-0050 DSP dual snap EMG electrode, Qty. 50 60

0020 ZV-181E10 Elefix-V, 180g, 10 Tubes/Box 2

0021 YZ-0019 SKIN PURE, 135g , 10 TUBES 2

0022 #ONSITE-IMP-8HR Up to 8 hrs of implementation services 1

0023 #ONSITE-IMP-8HRAD Up to 8 add’l hrs of imp services 2

0024 #PSG-SS-TRAIN PSG Service Seminar 2

0025 Install-Solution-N Install Solution 1

TOTAL

Polysomnography Sleep Lab Equipment: Sleep Data Storage Device

Products (including software, licenses)

1.2 Definitions:

1.2.1 Polysmith Sleep System: Polysomnography equipment used to diagnose sleep apnea (OSA) with combined EEG and PSG multi-modality tools, data management, and IT compatible solutions. This system must include amplifiers, processors, software, and hardware necessary to diagnose and treat sleep disorders.

1.2.2 Clinical acceptance: Initial Clinical use means the delivered equipment as determined by the Government performs the basic intended clinical function of the system in a safe manner for the purpose for which it was designed, with most or all system functionality, allowing the equipment to be used clinically.

This begins the initial Contractor warranty period.

1.2.3 Warranty: Equipment has one year of parts and depot support. Supply items are warranted for 90 days from the date of shipment. The products are warranted to be free from material defects in workmanship or material under normal use and service for the warranty period.

1.2.4 HL7: Health Level Seven or HL7 refers to a set of international standards for the transfer of clinical and administrative data between software applications used by various healthcare providers.

1.2.5 Polysmith Software: Sophisticated and easy-to-use software for data acquisition and analysis of sleep. Automated analysis of sleep stages, respiratory events, desaturations.

1.2.6 Somnoware Cloud: The Somnoware Cloud is a web hosted application provided by Somnoware.

1.3 Equipment Minimum Requirements:

1.3.1 Polysomnography System:

• System must possess internal functionality of all clinically needed processes, such as data evaluation and aggregation.

• Must have four-port NIC for use in SFF and Tower PCs.

• Equipment must be Windows® 10 LTSC or higher compliant, Windows server 2016 and 2019 compliant, support Active Directory, and MSSQL® database.

• Equipment must be capable of performing bedside impedance checks.

• Equipment must be capable of controlling PTZ camera through sleep software.

• Equipment must be capable of auto copy which copies files to a central location immediately after the study is collected. A backup copy resides on the local computer and is automatically deleted after a user defined period.

• PSG system must be able to export patient data de-identified using EDF and OpenXDF file formats.

• Dual monitor supported.

• Software must have the ability to playback digital video during acquisition.

• All equipment and installation shall comply with current HIPAA requirements to ensure privacy of patient information.

• Application must be able to determine the staff’s schedule and verify that there are sufficient personnel to perform the number and type of sleep studies scheduled for that day and notify users when there are insufficient number of resources to conduct studies.

• The PSG system must be able to automatically prioritize patient studies to be reviewed by physicians from a user defined criterion and notify physicians of priority patients via email.

• PSG system includes a native electronic questionnaire functionality and be able to report questionnaire responses via PDF, customized sleep reports and/or send discrete variables sent through an HL7 Results interface.

• Must utilize smart cables which automatically detect and display associated parameters for ETCO2 and SPO2.

• Equipment must be able to simultaneously display 3% and 4% desaturation during acquisition, and report values via sleep reports.

• Equipment must have 3 EKG lead inputs plus dedicated reference.

• The vendor shall provide HL7 interface for sleep software to operate their system and/or connect to other systems without the need of Third-Party services/vendors (i.e., Military Health System (MHS) Genesis / Cerner

Electronic Medical Record (EMR)).

• Amplifier must have at least 7 pairs of bipolar channels.

• Amplifier must have a built-in pressure transducer.

• Cameras must have the capability to record in low light and pan, tilt, zoom to allow recording technicians to track patient movements and body position changes.

• Onsite clinical/product training follow-up within six months to refresh and review sleep diagnostics and neuromonitoring topics.

1.4 HL7 Third Party Interface Customization:

1.4.1 Server and Storage Locations: SQL Server instances that support the Polysmith system are stored on VA provided virtual servers on VA premises. Polysmith HL7 Interfaces (Inbound ADT/ORM) are hosted on VA provided virtual servers on VA premises. Polysmith is configured to store sleep study data on VA provided storage on VA premises.

1.4.2 Third-party communication with Polysmith: Polysmith uses HL7 for communication with third party systems.

1.4.2.1 Hospitals and clinics use complex systems, incorporating many different technologies including medical devices, electronic medical records (EMRs), and Medical Device Data Systems (MDDS). To maintain the best experience, reliability, and security, Polysmith software interfaces with these different medical systems using HL7 to exchange data.

1.4.2.2 The use of HL7 as the standard for data exchange between digital systems provides a common interface to ensure compatibility, interoperability, and interchangeability. Each digital system used in a healthcare environment is developed by different organizations under different quality and regulatory requirements to ensure safety and effectiveness. HL7 allows these systems to remain independent under their own regulatory regimes.

1.4.2.3 Data standards, such as HL7, provide the common language that lets different digital systems work together. A key benefit of the HL7 data standard is that it provides secure access to the right health information when and where it is needed. This reduces data exchange errors between systems. Using the HL7 protocol ensures that Polysmith understands what data needs to be exchanged with other HL7 compatible digital systems.

1.4.2.4 Adhering to the HL7 protocol gives integrators a high level of confidence that their systems can communicate safely and effectively. This avoids custom protocols that would require extensive testing to validate the integration between different digital systems. Furthermore, any changes to a custom protocol require regression testing and continuous development to adhere to the changes. This places a significant burden on both healthcare institutions and their vendors since the likelihood of compatibility errors increases exponentially over time as the systems are updated. The transparency of the HL7 data standard also minimizes the potential for errors, resulting in improved patient care.

1.4.2.5 Lastly, the use of HL7 avoids disruption when a new digital system replaces an existing one. For example, the VA’s migration from Vista Electronic Health Record (EHR) to Cerner’s MHS Genesis EHR is streamlined since vendors can rapidly implement updates to HL7 messages. Polysmith’s HL7 messaging has full customization which does not require customers to wait for a new version of Polysmith.

1.4.3 Polysmith Study Review: Data collected using the Polysmith system requires the use of the Polysmith application to review and score polysomnography data in accordance with contractor Software License Agreement. Scoring and clinical interpretation by VA staff will be done within the Polysmith application as hosted by VA owned IT resources and licensing. Upon completion of scoring and clinical interpretation, the VA staff will initiate HL7 transfer of discrete variables of Polysmith data by initiating the HL7 button within Polysmith. The contractor will provide the discrete data as determined by the VA clinical staff to be sent to the Somnoware via Polysmith HL7. No clinical reports for official use or as determined as official diagnosis will be generated within the Polysmith application.

1.4.3.1 Clinical reports as generated within the Somnoware cloud are the responsibility of the VA clinical staff and Somnoware. The VA has contracted the Somnoware system to store will store Polysmith sleep study data in the Somnoware cloud. Somnoware will use a manual or automated process of their making to perform the action of storing the PSG data collected by Polysmith action. However, this method will bypass the Polysmith DMS database in SQL Server which will prevent any further use of Polysmith DMS features as a result. In context of this paragraph, Polysmith and Polysmith DMS should be considered separate components of the same application.

1.4.4 Customers are notified of new release versions of Polysmith through the

DrawBridge licensing system. It is the responsibility of the customer to ensure other third-party systems are aware of new software releases and performing due diligence for compatibility if they choose to install the new Polysmith release.

1.5 Installation Considerations:

1.5.1 Turnkey installation is not included in this SOW.

1.5.2 Contractor must comply with all VA mandated and local permitted/safety requirements.

1.5.3 Contractor will dispose of all boxes, trash and debris resulting from installation IAW hospital policy.

1.5.4 Delivery of equipment will be NLT 120 days ARO.

1.5.6 Installation of equipment and/or clinical training will be NLT five months after delivery of equipment, if applicable.

1.6 Support Features:

1.6.1 Telephone Support: Must include 24x7x365 Unlimited Telephone Support, 24x7 Go-Live Clinical Support by Telephone per Department, 24x7 Ongoing Clinical Support by Telephone per Department for the life of the system.

This support must be at no additional cost to the Government.

1.6.2 Remote Support: The contractor will ensure they understand and implement the IT security requirements for system interconnection documents required per the Memorandum of Understanding or Interconnection Agreement (MOU-ISA). The standard operating procedure (SOP) and a template for a MOU-ISA are located on the Information Protection Risk Management

(IPRM) Portal and can be provided to the contractor. The facility will work with the contractor to establish a MOU-ISA for this requirement/equipment.

1.6.3 Moving data/archiving, software performance in the Somnoware Cloud and IT issues related to the Somnoware system will be directed to Somnoware.

Contactor support is limited to the local Polysmith acquisition system at the facility and HL7 communication between Polysmith and any third-party system that utilizes a Polysmith HL7 interface.

1.7 Warranty:

1.7.1 Equipment Warranty: Equipment has one year of parts and depot support.

Supply items are warranted for 90 days from the date of shipment. The products are warranted to be free from material defects in workmanship or material under normal use and service for the warranty period.

1.8 Cybersecurity:

1.8.1 Facility will sponsor and submit necessary paperwork thru appropriate channels in order for equipment contained in this contract to obtain TRM and/or RMF and/or any other necessary cybersecurity approvals, if applicable.

1.9 Licensing:

1.9.1 All Polysmith licensing shall be the property of the facility. Instances of Polysmith hosted in the Somnoware cloud will connect to Polysmith Drawbridge Cloud License Server to register and will use VA licensing.

1.10 Exclusions:

1.10.1 The Contractor will not provide structural, mechanical, conduit installation or electrical drawings.

1.10.2 The facility is responsible for hanging any devises on the wall/ceiling that require drilling behind sheetrock.

1.10.3 The facility is responsible to repair-patch and/or paint any walls or ceilings effected by installation or deinstallation of equipment.

1.10.4 The facility is responsible for any new network or cabling required for the installation of the system.

1.10.5 Contractor will not provide support for services, hardware, or software provided by Somnoware.

1.10.6 Contractor is not responsible for presentation of Polysmith data on VA web-based platform.

1.10.7 Contractor is not responsible for presentation of Polysmith data on Somnoware web-based platform.

1.10.8 The VA is responsible for any Windows patching and any security and critical updates for systems owned and operated within the VA domain.

1.10.9 Somnoware is responsible for any Windows patching and any security and critical updates for systems owned and operated by Somnoware.

1.10.10 Contractor/manufacturer is not responsible for reports, branding, etc., that does not belong to Contractor/manufacturer and/or is generated directly from Contractor/manufacturer equipment.

1.10.11 Contractor is not responsible for maintaining any file or document which lists variables and maps data between the Polysmith system and Somnoware. It is the responsibility of the VA and/or Somnoware to maintain this document and its contents.

1.10.12 Facility is responsible for the deinstallation/removal of existing Government-owned equipment.

End Statement of Requirements

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/

FAR

Number

Title Date

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS

AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS

JUN 2020

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON

POSTCONSUMER FIBER CONTENT PAPER

MAY 2011

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

852.203-70 COMMERCIAL ADVERTISING MAY 2018

C.3 52.204-27 PROHIBITION ON A BYTEDANCE COVERED

APPLICATION (JUN 2023)

(a) Definitions. As used in this clause— Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance Limited.

Information technology, as defined in 40 U.S.C. 11101(6)—

(1) Means any equipment or interconnected system or subsystem of equipment, used in the automatic acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information by the executive agency, if the equipment is used by the executive agency directly or is used by a contractor under a contract with the executive agency that requires the use—

(i) Of that equipment; or

(ii) Of that equipment to a significant extent in the performance of a service or the furnishing of a product;

(2) Includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services), and related resources; but

(3) Does not include any equipment acquired by a Federal contractor incidental to a Federal contract.

(b) Prohibition. Section 102 of Division R of the Consolidated Appropriations Act, 2023 (Pub. L. 117–328), the No TikTok on Government Devices Act, and its implementing guidance under Office of Management and Budget (OMB) Memorandum M–23–13, dated February 27, 2023, ‘‘No TikTok on Government Devices’’ Implementation Guidance, collectively prohibit the presence or use of a covered application on executive agency information technology, including certain equipment used by Federal contractors. The Contractor is prohibited from having or using a covered application on any information technology owned or managed by the Government, or on any information technology used or provided by the Contractor under this contract, including equipment provided by the Contractor’s employees; however, this prohibition does not apply if the Contracting Officer provides written notification to the Contractor that an exception has been granted in accordance with OMB Memorandum M–23–13.

(c) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts, including subcontracts for the acquisition of commercial products or commercial services.

C.4 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR

CERTIFIED SERVICE-DISABLED VETERAN-OWNED SMALL

BUSINESSES (JAN 2023) (DEVIATION)

(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 802.201, 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).

https://veterans.certify.sba.gov/

(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 concern under the size standard corresponding to the NAICS code assigned to the contract and be listed as an SDVOSB participant in the SBA certification database as set forth in 13 CFR 128.

(1) Offers received from entities that are not certified SDVOSBs and listed in the SBA certification database at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made to a certified SDVOSB listed in the SBA certification database who is eligible at the time of submission of offer(s) and at the time of award.

(3) The requirements in this clause apply to any contract, order or subcontract where the firm receives a benefit or preference from its designation as an SDVOSB, including set-asides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C. 8127(e), only certified SDVOSBs listed in the SBA certification database are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible and certified SDVOSB as defined in this clause, 13 CFR 121, 125, and 128, and VAAR subpart 819.70.

(d) Agreement/LOS certification. When awarded a contract action, including orders under multiple award contracts, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size, and government contracting programs at 13 CFR part 121 and part 125, including the non-manufacturer rule and limitations on subcontracting (LOS) requirements in 13 CFR 121.406(b) and 13 CFR 125.6. For the purpose of limitations on subcontracting, only certified SDVOSBs listed in the SBA certification database (including independent contractors) shall be considered eligible and/or ‘‘similarly situated’’ (i.e., a firm that has the same small business program status as the prime contractor). An otherwise eligible firm further agrees to comply with the required LOS certification requirements in this solicitation (see 852.219–75 or 852.219–76 as applicable). These requirements are summarized as follows:

(1) Services. In the case of a contract for services (except construction), the SDVOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance to firms that are not certified SDVOSBs listed in the SBA certification database (excluding direct costs to the extent they are not the principal purpose of the acquisition and the SDVOSB/ VOSB does not provide the service, such as airline travel, cloud computing services, or mass media purchases). When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract.

(2) Supplies/products.

(i) In the case of a contract for supplies or products (other than from a non-manufacturer of such supplies), the SDVOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified

SDVOSBs listed in the SBA certification database. When a contract includes both supply and services, the 50 percent limitation shall apply only to the supply portion of the contract.

(ii) In the case of a contract for supplies from a non-manufacturer, the SDVOSB prime contractor will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) has been granted. Refer to 13 CFR 125.6(a)(2)(ii) for guidance pertaining to multiple item procurements.

(3) General construction. In the case of a contract for general construction, the SDVOSB prime contractor will not pay more than 85% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified SDVOSBs listed in the SBA certification database.

(4) Special trade construction contractors. In the case of a contract for special trade contractors, no more than 75% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, may be paid to firms that are not certified SDVOSBs listed in the SBA certification database.

(5) Subcontracting. An SDVOSB subcontractor must meet the NAICS size standard assigned by the prime contractor and be certified and listed in the SBA certification database to count as similarly situated. Any work that a first tier SDVOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, the cost of materials is excluded and not considered to be subcontracted. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the portion of the contract with the preponderance of the expenditure upon which the assigned NAICS is based. For information and more specific requirements, refer to 13 CFR 125.6.

(e) Required limitations on subcontracting compliance measurement period. An SDVOSB shall comply with the limitations on subcontracting as follows:

[] By the end of the base term of the contract or order, and then by the end of each subsequent option period; or [] By the end of the performance period for each order issued under the contract.

(f) Joint ventures. A joint venture may be considered eligible as an SDVOSB if the joint venture complies with the requirements in 13 CFR 128.402 and the managing joint venture partner makes the representations under paragraph (c) of this clause. A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the aggregate of the joint venture participants.

(g) Precedence. The VA Veterans First Contracting Program, as defined in VAAR 802.101, subpart 819.70, and this clause, takes precedence over any inconsistencies between the requirements of the SBA Veteran Small Business Certification Program and the VA Veterans First Contracting Program.

(h) Misrepresentation. Pursuant to 38 U.S.C. 8127(g), any business concern, including all its principals, that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB status is subject to debarment from contracting with the Department for a period of not less than five years (see VAAR 809.406–2 Causes for Debarment).

C.5 VAAR 852.219-76 VA NOTICE OF LIMITATIONS ON

SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SUPPLIES

AND PRODUCTS (JAN 2023) (DEVIATION)

(a) Pursuant to 38 U.S.C. 8127(l)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101 definition), it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract, as follows:

(i) [ ] In the case of a contract for supplies or products (other than from a nonmanufacturer of such supplies), it will not pay more than 50% of the amount paid by the government to it to firms that are not certified SDVOSBs listed in the SBA certification database as set forth in 852.219–73 or certified VOSBs listed in the SBA certification database as set forth in 852.219–74. Any work that a similarly situated certified SDVOSB/VOSB subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(ii) [ ] In the case of a contract for supplies from a nonmanufacturer, it will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) is granted. The offeror understands that, as provided in 13 CFR 121.406(b)(7), such a waiver has no effect on requirements external to the Small Business Act, such as the Buy American Act or the Trade Agreements Act.

(2) Manufacturer or nonmanufacturer representation and certification. [Offeror fillin—check each applicable box below. The offeror must select the applicable provision below, identifying itself as either a manufacturer or nonmanufacturer]:

(i) [] Manufacturer or producer. The offeror certifies that it is the manufacturer or producer of the end item being procured, and the end item is manufactured or produced in the United States, in accordance with paragraph (a)(1)(i).

(ii) [ ] Nonmanufacturer. The offeror certifies that it qualifies as a nonmanufacturer in accordance with the requirements of 13 CFR 121.406(b) and paragraph (a)(1)(ii). The offeror further certifies it meets each element below as required in order to qualify as a nonmanufacturer.

[ ] The offeror certifies that it does not exceed 500 employees (or 150 employees for the Information Technology Value Added Reseller exception to NAICS code 541519, which is found at 13 CFR 121.201, footnote 18).

[ ] The offeror certifies that it is primarily engaged in the retail or wholesale trade and normally sells the type of item being supplied.

[ ] The offeror certifies that it will take ownership or possession of the item(s) with its personnel, equipment, or facilities in a manner consistent with industry practice.

(iii) [ ] The offeror certifies that it will supply the end item of a small business manufacturer, processor, or producer made in the United States, unless a waiver as provided in 13 CFR 121.406(b)(5) has been issued by SBA. [Contracting Officer fill-in or removal (see 13 CFR 121.1205). This requirement must be included for a single end item. However, if SBA has issued an applicable waiver of the nonmanufacturer rule for the end item, this requirement must be removed in the final solicitation or contract.] or [Contracting officer tailor clause to remove one or other block under subparagraph (iii).] [ ] If this is a multiple item acquisition, the offeror certifies that at least 50% of the estimated contract value is composed of items that are manufactured by small business concerns.