S02 Request for Quote on SAM 36C24523Q0247.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. UEI: EFT:

PHONE: FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C24523Q0247 03-14-2023

Laura Jardine 4106422411 x21104 03-28-2023

7:00 EDT

36C245 Department of Veterans Affairs

NCO5

Amy Ritchey, Contracting Officer 510 Butler Ave, Bldg 306A Martinsburg WV 25401

X 100

X

334220

1250 Employees

N/A

X

36C245

Department of Veterans Affairs Chief of Staff to USH (10B) Attn: Jonathan Badrian 810 Vermont Ave, NW Washington DC 20420

36C245

Department of Veterans Affairs

NCO5

Laura Jardine, Contract Specialist P.O. Box 1000, Bldg. 101B, Room 8 Perry Point MD 21902

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp Invoice Setup Information 1-877-489-6135

See CONTINUATION Page

The Contractor shall provide a Broadcast Video Production and Graphics System.

Submit quote along with the signed SF1449 with the Price Cost Schedule on Page 4 completed.

l Please see Statement of Need on Page 8.

This is a brand name or equal requirement.

Contracting Officer: Amy Ritchey Email: amy.ritchey@va.gov Contract Specialist: Laura Jardine Email: laura.jardine@va.gov

NO PHONE CALLS WILL BE ACCEPTED

All questions must be submitted no later than 17 Mar 2023 to laura.jardine@va.gov no later than (NLT) 5:00PM EDT.

Award will be made based on Lowest Price Technically Acceptable (LPTA).

See CONTINUATION Page

X X

X 1

Amy Ritchey Contracting Officer

36C24523Q0247

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

B.3 DELIVERY SCHEDULE

B.4 STATEMENT OF NEED….…………………………………………………………..……………………………………8

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (DEC 2022)

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

C.3 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.4 VAAR 852.211-70 EQUIPMENT OPERATION AND MAINTENANCE MANUALS (NOV 2018) ... 21

C.5 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR VERIFIED SERVICE-DISABLED

VETERAN OWNED SMALL BUSINESSES (NOV 2022)

C.6 VAAR 852.219-76 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING--CERTIFICATE OF

COMPLIANCE FOR SUPPLIES AND PRODUCTS (NOV 2022)

C.7 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

C.8 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

C.9 VAAR 852.246-71 REJECTED GOODS (OCT 2018)

C.10 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS .......... Error! Bookmark not defined.

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

E.2 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

E.3 52.216-1 TYPE OF CONTRACT (APR 1984)

E.4 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.5 VAAR 852.209-70 ORGANIZATIONAL CONFLICTS OF INTEREST (OCT 2020)

E.6 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE RESOLUTION (OCT 2018) 40

E.7 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018)

E.8 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (DEC 2022)

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:

Phone:

POC:

Email:

b. GOVERNMENT: Department of Veterans Affairs VA Maryland Health Care System P.O. Box 1000 Bldg. No. 101B, Room #8 Perry Point, MD 21902 POC: Laura Jardine Phone: 410-642-2411 x21104 Email: laura.jardine@va.gov

2. 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 Central Contractor

Registration; or [ ] 52.232.36, Payment by Third Party

3. INVOICES: Invoices shall be submitted:

a. Quarterly [ ]

b. Semi-Annually [ ]

c. Other [ X ] Monthly in Arrears After Inspection of Products Shipped

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

Dept of Veterans Affairs FSC-Invoice Payment http://www.fsc.va.gov/einvoice.asp Invoice Setup Information: 1-877-489-6135 Invoices Must Be Submitted Electronically mailto:laura.jardine@va.gov http://www.fsc.va.gov/gsc/einvoice.asp

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBE

R

DESCRIPTION OF

SUPPLIES/SERVIC

ES

QUANTIT

Y

UNI

T UNIT PRICE AMOUNT

1.00 EA ________________

5RU Frame PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing PRODUCT/SERVICE CODE: 5820 - Radio and Television Communication Equipment, Except Airborne

LOCAL STOCK NUMBER: ULTRIX-FR5

2.00 EA ________________

I/O Boards

LOCAL STOCK NUMBER: ULTRIX-HDX-IO

Audio Mixer

LOCAL STOCK NUMBER: ULTRIMIX-MXR

Redundant Control

LOCAL STOCK NUMBER: ULTRIX-UCCI

Multiviewer License

LOCAL STOCK NUMBER: ULTRISCAPE

Audio Delay License

LOCAL STOCK NUMBER: ULTRISRC

1RU Power Supply

LOCAL STOCK NUMBER: ULTRIPOWER

Modular Power Supply

LOCAL STOCK NUMBER: ULTRIPOWER-PS

12 SDI

LOCAL STOCK NUMBER: SFP-FIBER-12G

Coax MADI Audio

LOCAL STOCK NUMBER: SFP-MADI-COAX

3.00 EA ________________

HD-BNC Cable LOCAL STOCK NUMBER: Ultrix-Conv Cable 36

1RU Cooling System

LOCAL STOCK NUMBER: ULTRICOOL

Blade

LOCAL STOCK NUMBER: SWR-SDPE

CPU

LOCAL STOCK NUMBER: ACUFR-CPU

ME License

LOCAL STOCK NUMBER: ACUFR-HD-ME

Control Panel

LOCAL STOCK NUMBER: A3M-PANEL

Redundant Power

LOCAL STOCK NUMBER: A3MP-REDPSU

XPression Studio

LOCAL STOCK NUMBER: XST3-0001

HD-SDI Chassis

LOCAL STOCK NUMBER: XPN-2RU-M8

Trackless Studio

LOCAL STOCK NUMBER: RVS-TLS-VS+CKEY-SM

5.00 EA ________________

Commission and Training LOCAL STOCK NUMBER: None

Travel costs not to exceed (NTE)$5,000.00 LOCAL STOCK NUMBER: None

GRAND TOTAL ________________

B.3 DELIVERY SCHEDULE

ITEM NUMBER QUANTITY DELIVERY DATE

0001 SHIP TO: Dept of Veterans Affairs Chief of Staff 810 Vermont Ave, NW Washington, DC 20420

USA

1.00 28 Apr 2023

MARK FOR:

2.00

1.00

3.00

5.00

B.4 STATEMENT OF NEED

1. Title of Project: Broadcast Video Production Switcher and Graphics System

2. Background: The VHA Broadcast Center located at VA Central Office (810 Vermont Avenue, NW, DC) maintains a professional video production studio, which supports VA’s most senior leaders’ communications needs. The facility must maintain a high state of readiness to support exigent or emergent video production requirements. VHA Broadcast Center productions are distributed nationwide to VA employees and the public by various distribution modalities.

The video production switcher serves as the backbone to studio productions. It is a hardware device used to select or “switch” between multiple video sources, such as cameras, title generators, scan converter outputs, and other video components. The video switcher merges these source elements into a single video output for distribution during live events and for “live-to-tape” recordings.

The broadcast on-air graphics system is used for the creation of graphics such as virtual sets, lower thirds, 3D animation, power point and other graphic elements to support video productions.

3. Objective: Replace existing end-of-life broadcast video switcher and graphics system with new equipment of similar capability and quality. This equipment shall not be connected to the VA LAN or WAN.

4. Scope: The Contractor shall provide a brand name or equal professional video production switcher (frame and control panel) and turnkey broadcast on-air graphics system.

Professional broadcast video switcher shall include, but not be limited to, the following requirements:

• The Contractor shall deliver 3-Mix Effects (3-M/E) buses,

• The Contractor shall deliver 32 inputs and 32 outputs,

• The Contractor shall deliver digital picture manipulators,

• The Contractor shall deliver digital chromakeys,

• The Contractor shall deliver image store system,

• The Contractor shall deliver multi-touchscreen menu,

• The Contractor shall deliver Ross Talk protocol.

Professional broadcast graphics system shall include, but not be limited to, the following requirements:

• The Contractor shall deliver a complete turnkey broadcast on-air graphics system.

This shall include all broadcast on-air graphics system hardware, graphics software, integration, configuration, testing and administrative/operational training.

• The Contractor shall deliver a broadcast on-air graphics system that will have full interoperability with the Ross Video Acuity production switcher. This interoperability shall fully leverage Ross Talk protocol for device control.

• The Contractor shall deliver a broadcast on-air graphics system that shall support graphics file import/export with Avid Media Composer, Adobe Premiere. Also, support Adobe Photoshop, Adobe After Effects and Autodesk file import/export.

• The Contractor shall deliver a broadcast on-air graphics system with three input and output channels, supporting HD SDI.

• The Contractor shall deliver a broadcast on-air graphics system with 2D & 3D animation capabilities.

4.1. Specific Salient Characteristic Traits:

The Contractor shall provide a video production switcher Brand Name or Equal, to meet the existing government environment:

a. Video Frame, Brand Name or Equal.

Manufacturer: Ross Video ULTRIX-FR5 (Frame) Quantity: 1

Salient characteristics: The Contractor shall provide the Ross Ultrix-FR5 that meets the following salient characteristics:

• Up to 144x144 including 16 AIX I/O ports

• Supports most common SMPTE 259M, 292M, 344M, 424M and 2082 with optional 12G

Ultrispeed as well as SEMPTE 2110 license

• Ultrimmix and Ulrtriclen license

• Ultrimix allows for routing, mixing, and processing of all embedded audio inputs, as well as the ability to support up to 1024x1024 discrete mono audio inputs

b. I/O Board, Brand Name or Equal.

Manufacturer: Ross Video ULTRIX-HDX-IO (I/O Board)

Quantity: 2

Salient characteristics: The Contractor shall provide:

• I/O Board – 16x16 HD-BNC,

• 4 AUX port IO, A&B active, AUX ports C&D for future use

• Ultrimix and Ultriclean

c. Power Supply, Brand Name or Equal.

ULTRIPOWER (Power supply) Quantity: 2

Salient characteristics: The Contractor shall provide:

• 1RU power supply frame supporting up to four Ultrix.

d. Modular Power, Brand Name or Equal.

ULTRIPOWER PS (Modular power)

• Modular power supply for Ultripower rack mount power supply frame (15V-1150W)

e. Audio Mixer, Brand Name or Equal.

ULTRIMIX-MXR (Software enabled audio mixer) Quantity: 1

• 32x16 virtual audio mixer

• 4 band EQ, Compression/Limiting and Noise Gate for each input channel

• Each instance includes 32 virtual direct outs

• Wizard based; configurable control panels included in Dashboard

f. Control Module, Brand Name or Equal.

ULTRIX-UCCI (Module controller for unit communication)

• Redundant control module for Ultrix-5RU

• 1 Year comprehensive warranty

g. Multiviewer, Brand Name or Equal.

ULTRISRC (Software license)

• Software license that enables 1 Multiviewer head

h. SRC delay, Brand Name or Equal.

ULTRISRC (Software license)

• Software license that enables SRC and audio delay on MADI ports in Ultrix

i. SFP-MADI connection, Brand Name or Equal.

SFP-MADI-COAX (Connection)

• Provides a MADI input link with up to 64 channels of audio

j. SFP-FIBER connection, Brand Name or Equal.

Manufacturer: Ross Video SFP-FIBER-12G (Connection)

• Provides 1 optical input and 1 optical output

• 12Gb/s 1310mm 20km Transceiver Module for SD/HD/12G-SDI

k. Conversion Cable Kit, Brand Name or Equal.

Ultrix-Conv-Cable (Conversion Cable Kit) Quantity: 3

• Ultrix-Conversion Cable Kit – HD-BNC Plug to BNC Plug – 1855A 36inch cable

l. Cooling System, Brand Name or Equal.

ULTRICOOL (Cooling)

• Smart directional cooling

• 1 RU with bonded mode

• Controllable with dashboard interface

m. Production Engine, Brand Name or Equal.

SWR-SDPE (Blade)

• Software Defined Production Engine

• Blade for Ultrix FR Series Frames 1 Slot

• Video Formats supported: 720p/1080i and 1080p up to 60hz

• 6 Full Function Keyers

• 14 2D DVE

• 4 Media-Store with Alpha Channels (8GB RAM)

• Simple and Complex pattern generators for wipes and masks

• Multi-feed split ME and programable clean feeds (4x PGM and 2x PV)

• 2 UltraChrome 2nd generation patented chroma keyers

• Float to all keyers

n. Acuity CPU, Brand Name or Equal.

ACUFR-CPU (Processor)

• Hardware Frame CPU processor for Acuity FR Series Frame

o. Software license, Brand Name or Equal.

Manufacturer: Ross Video ACUFR-HD-ME (Software license)

• Video Formats supported: 720p/1080i and 1080p up to 60hz

• 6 Full Function Keyers

• 14 2D DVE

• 4 Media-Store with Alpha Channels (8GB RAM)

• Simple and Complex pattern generators for wipes and masks

• Multi-feed split ME and programable clean feeds (4x PGM and 2x PV)

• 2 UltraChrome 2nd generation patented chroma keyers

• Float to all keyers

p. Control Panel, Brand Name or Equal.

A3M-PANEL (Control Panel)

• 24 Crosspoint Buttons on Panel

• 3 Multi-level Effets Systems (ME) Control Areas

• Auto-Follow, industrial grade dual display system control touch screen

• 24 Custom Control Macro Buttons with 23 Way Shift

• On-panel aux bus control (bus delegation)

• Unique Ross Roll Clip button in every ME

• 1000 Event Memory System and 2304 Custom Control Macros per Setup File

• Preview overlay TM safe area/title and operator heads-up information display

• 36 Fully Assignable Parallel Tally and panel glow user definable button color themes

q. Power Supply, Brand Name or Equal.

A3MP-REDPSU (Power Supply)

• Redundant Power for Acuity 3M Control Panel

r. Xpression Software, Brand Name or Equal.

XST3-0001 (Graphics Software)

• Xpression Studio Standard Edition Software only

s. Xpression Hardware, Brand Name or Equal.

XPN-2RU-M8 (Graphics Hardware)

Salient characteristics: The Contractor shall provide

• Xpression 2RU HD-SDI Hardware Chassis

t. Chroma Keyer, Brand Name or Equal.

XST-CKEY-SM (License)

• Xpression Chroma Keyer License

u. Trackless Studio, Brand Name or Equal.

RVS-TLS-VS+CKEY-SM (License)

• Xpression Trackless virtual studio software

5. Applicable Documents: None

6. Mandatory Items to be Delivered:

6.1 Ancillary Services and Deliverables:

6.1.1 Delivery

• Contractor shall deliver a complete turnkey broadcast graphic system and video production switcher.

6.1.2 Installation

• This shall include all broadcast video production, graphic system hardware, software, remote and onsite integration, configuration, testing and operational and administrator training.

6.1.3 Training

• The Contractor shall deliver administrative and operational training on the video production switcher and graphic system within 180 days after award.

7. Evaluated Optional Tasks and Deliverables: None

8. Delivery and Performance Monitoring: Contractor’s delivery will be monitored by the Project Manager (PM) or the Contracting Officer Technical Representative (COTR) in accordance with the DRS.

9. Government-Furnished Equipment (GFE)/Government Furnished Information (GFI): There will be no GFE equipment issued on this contract. None of this equipment will be placed on the VA LAN or WAN.

10. Place of Delivery and Performance: VA Central Office (VACO) 810 Vermont Avenue N.W.

Washington DC, 20420. 8:00am to 4:30pm local time, Monday through Friday or as otherwise specified.

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

New Year's Day January 1

Independence Day July 4

Veterans Day November 11

Christmas Day December 25

Martin Luther King's Birthday Fourth Monday in January

Washington's Birthday Third Monday in February

Memorial Day Last Monday in May

Juneteenth Third Monday in June

Labor Day First Monday in September

Columbus Day Second Monday in October

Thanksgiving Fourth Thursday in November

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

12. Type of Contract: The Government anticipates award of a Firm Fixed-Price contract.

13. Formal Acceptance or Rejection of Deliverables: The Government will review each deliverable within five (5) business days and provide comments. The Contractor shall have two (2) business days to incorporate the Government’s comments and make appropriate revisions.

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):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

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

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS

NOV 2021

C.3 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

C.4 VAAR 852.211-70 EQUIPMENT OPERATION AND MAINTENANCE MANUALS (NOV 2018)

The Contractor shall follow standard commercial practices to furnish manual(s), handbook(s) or brochure(s) containing operation, installation, and maintenance instructions, including pictures or illustrations, schematics, and complete repair/test guides, as necessary, for technical medical equipment and devices, and/or other technical and mechanical equipment provided per CLIN(s) 0001 through 0022.

The manuals, handbooks or brochures shall be provided in hard copy, soft copy or with electronic access instructions, consistent with standard industry practices for the equipment or device. Where applicable, the manuals, handbooks or brochures will include electrical data and connection diagrams for all utilities.

The documentation shall also contain a complete list of all replaceable parts showing part number, name, and quantity required.

(End of Clause)

C.5 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR VERIFIED SERVICE-DISABLED

VETERAN OWNED SMALL BUSINESSES (NOV 2022)

(a) Definition. for the Department of Veterans Affairs, ‘‘Service-disabled Veteran-owned small business concern or SDVOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.201, 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 servicedisabled 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 verified for ownership and control pursuant to 38 CFR part 74 and is listed in VA’s Vendor Information Pages (VIP) database at https://www.vetbiz.va.gov/vip/; and

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR parts 121 and 125, provided that any reference therein to a service-disabled veteran-owned small business concern or SDVO SBC, is to be construed to apply to a VA verified and VIPlisted SDVOSB, unless otherwise stated in this clause.

(2) The term ‘‘Service-disabled Veteran’’ means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is serviceconnected, 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 servicedisabled veterans’’ under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)), except https://www.vetbiz.va.gov/vip/ that for a VA contract the firm must be listed in the VIP database (see paragraph (a)(1)(iv) of this clause).

(b) General.

(1) Offers are solicited only from VIP-listed SDVOSBs. Offers received from entities that are not VIP-listed SDVOSBs at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made to a VIP-listed SDVOSB 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 setasides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C. 8127(e), only VIP-listed SDVOSBs are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible SDVOSB as defined in this clause, 38 CFR part 74, and VAAR subpart 819.70.

(d) Agreement. When awarded a contract action, including orders under multipleaward 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 requirements in 13 CFR 121.406(b) and 13 CFR 125.6. Unless otherwise stated in this clause, a requirement in 13 CFR parts 121 and 125 that applies to an SDVO SBC, is to be construed to also apply to a VIP-listed SDVOSB. For the purpose of limitations on subcontracting, only VIP-listed SDVOSBs (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 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 VIP-listed SDVOSBs (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 VIP-listed SDVOSBs. 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 CRF 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 VIP-listed SDVOSBs.

(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 VIP-listed SDVOSBs.

(5) Subcontracting. An SDVOSB must meet the NAICS size standard assigned by the prime contractor and be listed in VIP to count as similarly situated. Any work that a first tier VIP-listed 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 is listed in VIP and complies with the requirements in 13 CFR 125.18(b), provided that any requirement therein that applies to an SDVO SBC is to be construed to apply to a VIP-listed SDVOSB. 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 Program for SDVO SBCs, 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).

(End of Clause)

C.6 VAAR 852.219-76 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING--CERTIFICATE

OF COMPLIANCE FOR SUPPLIES AND PRODUCTS (NOV 2022)

(a) Pursuant to 38 U.S.C. 8127(k)(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 VIPlisted SDVOSBs as set forth in 852.219–73 or VOSBs as set forth in 852.219–74. Any work that a similarly situated VIP-listed 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).] b 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. [Contracting Officer fill-in or removal. See 13 CFR 121.406(d) for multiple end items. If SBA has issued an applicable nonmanufacturer rule waiver, this requirement must be removed in the final solicitation or contract.]

(3) The offeror acknowledges that this certification concerns a matter within the jurisdiction of an Agency of the United States. The offeror further acknowledges that this certification is subject to Title 18, United States Code, Section 1001, and, as such, a false, fictitious, or fraudulent certification may render the offeror subject to criminal, civil, or administrative penalties, including prosecution.

(4) If VA determines that an SDVOSB/ VOSB awarded a contract pursuant to 38 U.S.C. 8127 did not act in good faith, such SDVOSB/VOSB shall be subject to any or all of the following: (i) Referral to the VA Suspension and Debarment Committee;

(ii) A fine under section 16(g)(1) of the Small Business Act (15 U.S.C. 645(g)(1)); and (iii) Prosecution for violating section 1001 of title 18. (b) The offeror represents and understands that by submission of its offer and award of a contract it may be required to provide copies of documents or records to VA that VA may review to determine whether the offeror complied with the limitations on subcontracting requirement specified in the contract or to determine whether the offeror qualifies as a manufacturer or nonmanufacturer in compliance with the limitations on subcontracting requirement.

Contracting officers may, at their discretion, require the contractor to demonstrate its compliance with the limitations on subcontracting at any time during performance and upon completion of a contract if the information regarding such…