S02-36C26027Q0081.docx

36C26027Q0081

GENERAL INFORMATION

RECOVERY ACT FUNDS

SET-ASIDE

PRODUCT SERVICE CODE*

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

POINT OF CONTACT*

Contracting Specialists Hector D. Baltazar hector.baltazar@va.gov

PLACE OF PERFORMANCE

Jonathan M. Wainwright Memorial VA

77 Wainwright Drive

Walla Walla WA

COUNTRY

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

AGENCY CONTACT’S EMAIL ADDRESS

EMAIL DESCRIPTION

DESCRIPTION

Combined Synopsis/Solicitation Notice

This is a combined synopsis/solicitation for commercial products prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.2, “Streamlined Procedures for Solicitation, Evaluation, and Award for Acquisition of Commercial Products and Commercial Services. “Commercial Services,” as supplemented with additional information included in this notice. This announcement constitutes only the solicitation; quotes are being requested, and a written solicitation document will not be issued.

This is a Request for Quote (RFQ), and the solicitation number is 36C26027Q0081. The Government anticipates awarding five-year firm-fixed price purchase order.

This is a solicitation for a Subscription to Software Services for Pathology and Laboratory Medicine Services for the Walla Walla VA Medical Center. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2025-06 Effective November 19th, 2025.

This solicitation is set as Unrestricted Open Market and is being Competed as such. The associated North American Industrial Classification System (NAICS) code for this procurement is 513210, with a business size of $47 Million, and the Product Service Code (PSC) is DA10.

The Department of Veterans Affairs, Veterans Healthcare Administration, Regional Procurement Office West, Network Contracting Office 20, on behalf of the VA Seattle VA Healthcare System, is seeking the following Service and Support in compliance with the included Statement of Work.

Combined Synopsis/Solicitation Notice

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

10-26-2026 Hector Baltazar 360-553-7632 11-13-2026 17:00

PDT

36C260 Network Contracting Office 20

ATTN: V4CONT

1601 E. Fourth Plain Blvd

X

513210 $41.5 Million

Net 30 Days

N/A

36C687 Department of Veterans Affairs Jonathan M. Wainwright Memorial VAMC

77 Wainwright Drive Walla Walla WA 99362 36C260 Network Contracting Office 20

ATTN: V4CONT

1601 E. Fourth Plain Blvd

Dept of Veterans Affairs

FMS-VA-2(101)

Financial Services Center

PO BOX 149971

Austin TX 78714-9971

See CONTINUATION Page

1. Location: Walla Walla VA Medical Center.

2. Services being solicitated: Subscription to Software Services for Pathology and Laboratory Medicine Services.

3. This is to be a Base Plus Four Open Market Purchase Order.

Base Year: 01/22/2027 - 01/21/2028 Option Year One (1): 01/22/2028 - 01/21/2029 Option Year Two (2): 01/22/2029 - 01/21/2030 Option Year Three (3): 01/22/2030 - 01/21/2031 Option Year Four (4): 01/22/2031 - 01/21/2032

4. Please see section E.2 Clause 52.212-2 regarding the instructions to the submission of quotes.

5. For further information, please contact Hector Baltazar at hector.baltazar@va.gov.

See CONTINUATION Page

One

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C260 Network Contracting Office 20

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

https://www.fsc.va.gov/einvoice.asp ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 STATEMENT OF WORK

1. CONTRACT TITLE: SUBSCRIPTION FOR SOFTWARE PURCHASE

This procurement is for commercial subscription services supporting the continued use of a software platform by the Pathology and Laboratory Medicine Service (PLMS) at the Jonathan M. Wainwright Memorial VA Medical Center (VAWW). The subscription shall provide uninterrupted access to the software application and associated manufacturer-supported services necessary to perform analytical verification, method validation, instrument comparison, reportable range verification, reference interval verification, precision studies, linearity studies, interference studies, and other statistical analyses required to support clinical laboratory operations. Subscription services shall include software licensing, manufacturer-provided maintenance, software updates, version upgrades, technical support, and access to product documentation and training resources throughout the period of performance. The requested subscription services support compliance with applicable Clinical Laboratory Improvement Amendments (CLIA), College of American Pathologists (CAP), Veterans Health Administration (VHA), and Clinical and Laboratory Standards Institute (CLSI) requirements governing the verification and validation of clinical laboratory testing systems.

2. BACKGROUND.

VAWW PLMS performs moderate- and high-complexity clinical laboratory testing in support of outpatient, Community-Based Outpatient Clinic (CBOC), and specialty healthcare services provided to Veterans throughout the facility’s service area. Laboratory testing is performed across multiple disciplines, including clinical chemistry, hematology, coagulation, immunology, urinalysis, toxicology, microbiology, and molecular testing. The laboratory routinely implements new instrumentation, introduces new testing methodologies, modifies existing assays, and performs verification studies necessary to ensure the accuracy, precision, and clinical reliability of patient testing.

Federal regulations, accreditation standards, and VHA policy require laboratories to perform analytical verification and validation studies before implementing new instrumentation, new methodologies, or significant modifications to existing testing systems. These studies routinely include, but are not limited to, precision, method comparison, analytical measurement range (AMR), reportable range, linearity, calibration verification, reference interval verification, interference, carryover, and other analytical performance evaluations necessary to demonstrate that laboratory testing systems perform as intended. Documentation supporting these activities must be maintained and be suitable for review during inspections conducted under CLIA, CAP, and other applicable regulatory or accrediting organizations.

Manual statistical analysis and documentation of analytical verification studies are labor-intensive, increase the potential for transcription and calculation errors, and may result in inconsistent documentation between laboratory sections or individual users. The Government requires a commercial software platform specifically designed for clinical laboratory analytical performance verification that standardizes statistical analyses, automates implementation of recognized CLSI evaluation protocols, and generates professional, inspection-ready reports suitable for regulatory review and laboratory director approval. Standardization of these activities improves consistency, reduces administrative burden, supports regulatory compliance, and promotes efficient implementation of new laboratory instrumentation and testing methodologies while maintaining the high-quality standards required for clinical laboratory operations.

3. SCOPE

This contract is for the provision of commercial subscription services for the platform in support of clinical laboratory analytical verification, validation, and quality assurance activities performed by the PLMS at VAWW. The contractor shall provide all software subscription services necessary to ensure uninterrupted access to a software application and associated manufacturer-supported resources throughout the period of performance.

Subscription services shall include software licensing, manufacturer-provided software maintenance, software updates, version upgrades, technical support, access to product documentation, and access to manufacturer-provided training resources necessary to maintain full subscription functionality. The contractor shall provide all subscription services required to support continued use of the software for analytical verification and validation studies performed in accordance with applicable CLIA, CAP, VHA, and CLSI requirements.

The requested subscription services shall support the laboratory’s ongoing performance of analytical verification and validation studies, including implementation of new instrumentation, new analytical methods, assay modifications, method comparison studies, precision studies, analytical measurement range and reportable range verification, linearity studies, reference interval verification, interference studies, carryover evaluations, and other analytical performance assessments required to support clinical laboratory operations. The subscription shall provide uninterrupted access to previously created projects, historical validation studies, statistical analyses, and associated reports maintained within the software throughout the period of performance.

The contractor shall furnish all services necessary to maintain the software in fully supported operational status, including access to manufacturer-issued software updates, product enhancements, technical assistance, and other subscription benefits made generally available to commercial subscribers during the contract period. The Government shall retain responsibility for the performance, review, interpretation, and approval of all analytical verification and validation studies conducted using the software.

4. SPECIFIC TASKS

TASK 1 – SUBSCRIPTION SERVICES

The contractor shall provide commercial subscription services for the software platform for the duration of the period of performance. Subscription services shall provide uninterrupted access to all software functionalities necessary to support clinical laboratory analytical verification, validation, and quality assurance activities performed by the Government. The subscription shall include all software licensing required for authorized Government users and activation of subscription services. Subscription services shall remain active throughout the contract period without interruption and shall include all manufacturer-provided benefits generally available to commercial subscribers.

TASK 2 – SOFTWARE MAINTENANCE AND PRODUCT UPDATES

The contractor shall provide all manufacturer-issued software maintenance, updates, revisions, patches, enhancements, and version upgrades released during the period of performance at no additional cost to the Government. Software updates shall maintain compatibility with supported Microsoft Windows operating systems and preserve existing project files, historical study data, user-defined settings, and software functionality whenever technically feasible. The contractor shall notify the Government of major software releases that significantly affect system functionality or introduce new analytical capabilities.

TASK 3 – TECHNICAL SUPPORT SERVICES

The contractor shall provide manufacturer technical support throughout the period of performance to assist Government personnel with software installation, licensing, activation, troubleshooting, software operation, statistical analysis functionality, and other issues associated with routine use of the software. Technical support shall be provided by personnel knowledgeable in both the operation of the software and its application to clinical laboratory performance verification studies. Support services shall be available through standard commercial communication methods, including telephone and electronic mail, during the contractor’s normal business hours. Contractor support shall include reasonable assistance with software errors, licensing issues, software configuration, and questions regarding implementation of supported statistical analyses.

TASK 4 – PRODUCT DOCUMENTATION AND TRAINING RESOURCES

The contractor shall provide access to current electronic product documentation, user guides, release notes, technical reference materials, and other documentation necessary to support effective operation of the software. The contractor shall also provide access to manufacturer-developed training resources made available under the commercial subscription program, including recorded educational materials, webinars, tutorials, and other instructional content intended to assist Government personnel in the effective use of the software’s analytical and reporting capabilities.

5. PERFORMANCE MONITORING.

Contract performance will be monitored by the Laboratory Manager, designated Contracting Officer’s Representative (COR), and designated PLMS personnel through routine oversight of the subscription services provided under this contract. Performance monitoring activities shall verify that the contractor maintains uninterrupted software subscription services, provides timely access to manufacturer-issued software updates and version releases, maintains software licensing throughout the period of performance, and provides technical support in accordance with the terms of the contract.

The Government will monitor contractor performance through routine evaluation of software availability, successful activation and continuation of subscription services, accessibility of software updates and product documentation, responsiveness to technical support requests, and the contractor’s ability to maintain the software in a fully supported operational status. Performance will also be evaluated based upon the contractor’s ability to provide continued access to historical projects, validation studies, statistical analyses, and previously generated reports necessary to support ongoing laboratory operations and regulatory compliance.

Any failure to maintain active subscription services, provide required software updates, restore software functionality following identified issues, or furnish technical support consistent with commercial subscription services may be documented by the Government and addressed with the contractor in accordance with the terms and conditions of the contract. The contractor shall provide documentation necessary to verify subscription status, software version updates, and other support activities performed during the period of performance upon request by the Government.

6. SECURITY REQUIREMENTS.

The contractor shall comply with all applicable VA security, privacy, and information security requirements applicable to the performance of this contract. Contractor personnel shall not have routine access to VA sensitive information, protected health information (PHI), personally identifiable information (PII), or VA information systems in the performance of this contract.

Subscription services and technical support provided under this contract shall be performed utilizing the contractor’s standard commercial support processes. The EP Evaluator software is currently implemented and operational within the VAWW laboratory environment. This procurement provides continuation of software subscription services, maintenance, and manufacturer support for the existing implementation.

7. GOVERNMENT-FURNISHED EQUIPMENT (GFE)/GOVERNMENT-FURNISHED INFORMATION (GFI).

No Government-Furnished Equipment (GFE) or Government-Furnished Information (GFI) will be provided to the contractor under this contract. The Government will provide reasonable coordination with designated Pathology and Laboratory Medicine Service (PLMS) personnel, the Contracting Officer’s Representative (COR), and Office of Information and Technology (OI&T) personnel, as necessary, to facilitate contract performance.

8. OTHER PERTINENT INFORMATION OR SPECIAL CONSIDERATIONS.

A. IDENTIFICATION OF POSSIBLE FOLLOW-ON WORK.

Upon completion of the base period and any exercised option periods, the Government may require continued commercial subscription services, software maintenance, technical support, version upgrades, and software enhancements necessary to support ongoing clinical laboratory analytical verification and validation activities. Any continued subscription services beyond the period of performance established under this contract shall be accomplished under a separate procurement action, if required.

B. IDENTIFICATION OF POTENTIAL CONFLICTS OF INTEREST (COI).

No known organizational conflicts of interest exist at the time of this procurement

C. TECHNICAL AND OPERATIONAL REQUIREMENTS.

The subscription shall provide continued access to a commercial clinical laboratory performance verification software platform specifically designed to support analytical verification, validation, and quality assurance activities performed within a moderate- and high-complexity clinical laboratory. The software shall support implementation of recognized CLSI evaluation protocols and generate standardized documentation suitable for review during inspections conducted under CLIA, CAP, The Joint Commission, and other applicable accrediting organizations.

The software shall support analytical performance evaluations including precision studies, method comparison studies, calibration verification, analytical measurement range verification, reportable range verification, linearity studies, reference interval establishment and verification, carryover evaluation, interference studies, qualitative and quantitative method evaluation, instrument comparison studies, and other statistical analyses routinely required to support implementation and verification of clinical laboratory testing systems.

The software shall provide automated statistical calculations, standardized analytical workflows, project management capabilities, historical project retention, professional reporting, concurrent multi-user operation, comprehensive user documentation, and access to manufacturer-developed educational resources. The software shall preserve existing analytical projects and associated reports throughout the period of performance and maintain compatibility with supported Microsoft Windows operating systems.

D. INSPECTION AND ACCEPTANCE CRITERIA.

The Government will inspect and evaluate the subscription services upon activation and throughout the period of performance to verify that the contractor has provided the software licensing, subscription services, software maintenance, technical support, and manufacturer-issued updates required by this contract. Acceptance shall be based upon successful activation of the subscription, continued access to all licensed software functionality, availability of manufacturer support services, and the contractor’s fulfillment of all contractual requirements. The COR or designated Government representative shall be responsible for acceptance of services provided under this contract.

9. RISK CONTROL.

The continued use of the software is consistent with established laboratory quality management practices and supports the analytical verification and validation activities routinely performed by PLMS. The software is used as a decision-support tool to perform statistical analyses and generate documentation associated with laboratory validation studies. Final review, interpretation, and approval of all validation studies and associated reports shall remain the responsibility of qualified laboratory personnel and the Laboratory Director.

This procurement represents the continuation of an existing software subscription and does not introduce new analytical methods, patient testing procedures, or changes to established laboratory workflows. The continued availability of the software supports standardized validation practices, regulatory compliance, and consistent documentation while minimizing the risk of calculation errors associated with manual statistical analysis.

10. PLACE OF PERFORMANCE.

The services required under this contract shall be provided in support of PLMS at VAWW:

Jonathan M. Wainwright Memorial VA Medical Center Laboratory Service 77 Wainwright Drive Walla Walla, WA 99362

Subscription services, software maintenance, software updates, technical support, and other contract requirements shall be performed remotely unless otherwise coordinated with the Government. Any onsite services determined to be necessary during the period of performance shall be coordinated in advance with the COR or designated Government representative.

11. PERIOD OF PERFORMANCE.

The period of performance for this contract shall consist of one (1) twelve-month base period followed by four (4) optional twelve-month periods, exercisable at the sole discretion of the Government. The total potential period of performance shall not exceed sixty (60) months.

The contractor shall provide uninterrupted commercial subscription services, software maintenance, manufacturer-issued software updates, version upgrades, technical support, and access to all subscription benefits throughout the base period and any option periods exercised by the Government. Exercise of each option period shall be in accordance with applicable Federal Acquisition Regulation (FAR) provisions and shall not obligate the Government to exercise any or all option periods.

The anticipated periods of performance are as follows:

• Base Period: Twelve (12) months from date of contract award.

• Option Period One: Twelve (12) months.

• Option Period Two: Twelve (12) months.

• Option Period Three: Twelve (12) months.

• Option Period Four: Twelve (12) months.

12. DELIVERY SCHEDULE.

The contractor shall provide all subscription services necessary to ensure uninterrupted access to the software throughout the period of performance. Software subscription activation, licensing, and access to applicable subscription benefits shall be provided no later than the first day of the base period and each exercised option period.

The contractor shall provide all applicable subscription documentation, licensing information, software update notifications, and other information necessary to support continued operation of the software throughout the contract period. Manufacturer-issued software updates, version upgrades, and maintenance releases made available during the subscription period shall be provided to the Government in accordance with the contractor’s standard commercial subscription program.

Delivery of technical support, software maintenance, and other subscription services shall be continuous throughout the period of performance. All subscription services shall be coordinated with the COR or designated Government representative, as appropriate.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Solicitation for Mission Critical laboratory Statistical Analysis Software Subscription.

Contract Period: Base POP Begin: 01-22-2027 POP End: 01-21-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: DA10 - IT and Telecom - Business Application/Application Development Software As A Service

Solicitation for Mission Critical laboratory Statistical Analysis Software Subscription.

Contract Period: Option 1 POP Begin: 01-22-2028 POP End: 01-21-2029

PRODUCT/SERVICE CODE: DA10 - IT and Telecom - Business Application/Application Development Software As A Service

Solicitation for Mission Critical laboratory Statistical Analysis Software Subscription.

Contract Period: Option 2 POP Begin: 01-22-2029 POP End: 01-21-2030

PRODUCT/SERVICE CODE: DA10 - IT and Telecom - Business Application/Application Development Software As A Service

Solicitation for Mission Critical laboratory Statistical Analysis Software Subscription.

Contract Period: Option 3 POP Begin: 01-22-2030 POP End: 01-21-2031

PRODUCT/SERVICE CODE: DA10 - IT and Telecom - Business Application/Application Development Software As A Service

Solicitation for Mission Critical laboratory Statistical Analysis Software Subscription.

Contract Period: Option 4 POP Begin: 01-22-2031 POP End: 01-21-2032

PRODUCT/SERVICE CODE: DA10 - IT and Telecom - Business Application/Application Development Software As A Service

GRAND TOTAL

B.4 DELIVERY SCHEDULE

77 WAINWRIGHT DRIVE

WALLA WALLA, WA 99362 3975

USA

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract,

(5) Solicitation provisions incorporated in the solicitation.

(6) Other paragraphs of this clause.

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

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

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

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

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

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

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

(End of Clause)

C.3 52.217-8 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 14 days of contract expiration.

(End of Clause)

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 14 days of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 01/21/2032.

(End of Clause)

C.5 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(5) Solicitations or contracts in which the VA…