36C10E19Q0087-001.docx

36C10E19Q0087

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.

DUNS:

DUNS+4:

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. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

VA

3099-000008 36C10E19Q0087 02-12-2019

KIMBERLY M. TOMASI

401-223-3777 02-22-2019 00101 Department of Veterans Affairs Veterans Benefits Administration Office of Acquisition 1800 G. Street N.W. / Room 540-D1 Washington

DC

20420 X X 532420 $32.5 Million X Net 30 N/A X

DEPARTMENT OF VETERANS AFFAIRS / VBA

NEWARK VA REGIONAL OFFICE

20 WASHINGTON PLACE

NEWARK

NJ

07102 00101 Department of Veterans Affairs Veterans Benefits Administration Office of Acquisition 1800 G. Street N.W. / Room 540-D1 Washington

DC

20420

All invoices must be emailed to:

kimberly.tomasi@va.gov and susan.rocco@va.gov

See CONTINUATION Page The Department of Veterans Affairs, Veterans Benefits Administration has a requirement for a 60-month multi-function copy machine lease with service and maintenance for the Newark VA Regional Office, Newark, NJ. 07102.

The contractor shall provide a 60 month operating lease via flat-rate plan for 8 copy machines which includes full service maintenance and reapair parts per the attached statement of work (SOW).

This is a total Service Disabled Veteran Owned Small Business set-aside procurement.

Quotes shall be emailed to kimberly.tomasi@va.gov by Friday, February 22, 2019 @ 8:00AM, EST.

See CONTINUATION Page X X

KIMBERLY M. TOMASI

VBA15L1-0268

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: TBD

b. GOVERNMENT: Contracting Officer 36C10E KIMBERLY M. TOMASI Department of Veterans Affairs Veterans Benefits Administration Office of Acquisition 1800 G. Street N.W. / Room 540-D1 Washington DC 20420

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.

All invoices must be emailed to:

kimberly.tomasi@va.gov and susan.rocco@va.gov

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

Page 1 of Page 1 of Department of Veterans Affairs STATEMENT OF WORK (SOW) Copier Lease & Maintenance Service

1. General Information

1.1 Background: The Department of Veterans Affairs, Veterans Benefits Administration, Newark Regional Office, 20 Washington Place Newark, NJ 07102 has a requirement for a 60-month operating lease via a flat-rate plan for 8 copy machines. The contractor shall provide the required copier equipment, including accessories, attachments, copy- control devices and systems, all consumable supplies (except copying paper and transparency films), and full-service maintenance services to include repair parts. The VA intends to make a single (all or none), firm-fixed‐price award.

1.2 Scope of work: The contractor shall furnish all repair parts, labor, transportation, and supplies required to accomplish inspecting, cleaning, lubricating, adjusting, calibrating, and vacuuming (if required), and repairing of the copiers. Contractor shall maintain the leased copiers at levels necessary to provide the specified functions to meet the manufacturer’s current equipment specifications. Ownership of the asset/copiers remains with the prospective contractor. The copiers will be connected to a Network (i.e. Network Scanner a Network Printer, etc.). The copiers will be used as a Fax Machine. No additional leased copiers will be added to this contract unless agreed upon by both the Government and the Contractor and will only take effect via a contract modification.

1.3 Period of Performance: Base Period (12 months) with four option years.

1.4 Safety Requirements: While in performance of the resultant contract, the contractor shall maintain safety and health standards compliant with requirements of the Occupational Safety and Health Administration (OSHA) and adhere to VAAR 852.237- 70 Contractor responsibilities.

1.5 Security Requirements: Contractor personnel will be required to contact the government designated point of contact upon arrival when reporting for service calls or delivering supplies. Current rules and regulations applicable to the premises, where the work shall be performed, shall apply to the contractor and its employees while working on the premises. These regulations include but are not limited to, escort by VBA officials, presenting valid identification, smoking restriction and any safety procedures as outlined in the site regulations.

1.5.1 The contractor shall not disclose or cause to disseminate any information concerning operations of Department of Veterans Affairs. Such action(s) could result in violation of the contract and possible legal actions.

1.5.2 All inquiries, comments, or complaints arising from any matter observed, experienced, or learned of as a result of or in connection with the performance of the contract, the resolution of which may require the dissemination of official information, shall be directed to the government’s designated representative.

1.5.3 See attached VA Handbook 6500.6, Contract Security Appendix C.

1.5.4 No background investigation is required.

1.6 No Overage charges: No overage fees shall be charged. The government pays a flat-rate monthly, regardless of the number of copies made each month. The copy volume allowance per month is unlimited per copier.

1.7 Termination Amortization Schedule: A termination amortization schedule shall be included as an attachment of the awarded contract. If the Government does not exercise any of the options listed in the Price/ Cost Schedule, the Government’s not exercising the options will have the same effect as if the Government terminated for convenience.

1.8 Invoices: Contractor shall email invoices monthly, in arrears to the email address listed on page one (1) block 18a of the contract that includes the following information: Contract and obligation numbers; Company name, address and phone number; Monthly contracted lease rate (which includes the maintenance service fee); Invoice number and date (note that each invoice must have a different invoice number).

2. Definition and Acronyms: N/A

3. Government-Furnished Items and Services. The Government shall supply the paper for the copiers.

4. Contractor-Furnished Items and Services

4.1 Required personnel, materials, supplies, and equipment: The contractor shall provide the required copier equipment, including accessories, attachments, copy-control devices and systems, all consumable supplies (except copying paper and transparency films), and full-service maintenance including repair parts. The following table includes the install locations, quantity and estimated monthly volume which the contractor shall deliver/setup and install. All copiers shall be Energy star compliant compatible with Power source: 110 volts.

BRAND NAME OR EQUAL - Taskalfa 6002i 50 P.P.M Digital A3 MFP TK-6327 (Black) Standard Dual 500 Sheet Paper Trays 1203RC2US0 - Dual 1500 Sheet Tandem Paper Trays 1203R76US0 - DP-7100 - 270 Sheet Dual Scan Document Processor 1203RW2US0 - DF-7110 - 4000 Sheet Stapler Finisher 1703RG0UN0 - AK-7100 – Attachment Kit for DF-7110 1203NK2US0 - PH-7A – Hole Punch Unit for DF- 7110/7120 1603P30UN0 - Data Security – (FIPS 140-2 Hard Drive Encryption/Overwrite Kit) 1503RK2US0 - Fax System 12 Delivery and Hardware Installation Software Installation & Network Integration 90 Day Warranty on Machine Kyocera Warranty for Three Year Performance Protection Guarantee

BRAND NAME OR EQUAL - Taskalfa 2552ci 25 PPM Digital A3 Color MFP TK-8347 (Black) TK-8347 (Cyan) Toner TK-8347 (Magenta) Toner TK-8347 (Yellow) Toner Standard Dual 500 Sheet Paper Trays 855D200731 - Copier Cabinet Stand 1203R76US0 - DP-7100 - 140 sheet Reversing Automatic Document Processor

1203RD2US0 - DF-7100 -

500 Sheet Internal Stapler

BRAND NAME OR EQUAL - Taskalfa 4002i 40 P.P.M Digital A3 MFP TK-6327 (Black) Standard Dual 500 Sheet Paper Trays 855D200731 - Copier Cabinet Stand 1203R76US0 - DP-7100 – 140 Sheet Reversing Automatic Document Processor

1203RD2US0 - DF-7100 -

500 Sheet Internal Stapler Finisher

1203RF2US0 - PH-7100 -

Hole Punch Unit for DF- 7100 1603P30UN0 - Data Security – (FIPS 140-2 Hard Drive Encryption/Overwrite Kit) 1503RK2US0 - Fax System 12 Software Installation & Network Integration 90 Day Warranty on Machine:

Kyocera Warranty for Three Year Performance Protection Guarantee

BRAND NAME OR EQUAL - Taskalfa 4052ci 40 PPM A3 Color MFP TK-8527K (Black) TK-8527C (Cyan) Toner TK-8527M (Magenta) Toner TK-8527Y (Yellow) Toner Standard Dual 500 Sheet Paper Trays 1203R86US0 - DP-7110 - 270 Sheet Dual Scan Document Processor 1203RB2US0 - PF-7100 - Dual 500 Sheet Paper Trays 1203RD2US0 - DF-7100 - 500 Sheet Internal Stapler Finisher

1203NK2US0 - PH-7A -

Hole Punch Unit for DF- 7110/7120 1603P30UN0 - Data Security (FIPS 140-2 Hard Drive Encryption/Overwrite Kit) 855ST00199 - NetGard with Key Pad on Card Reader 1503RK2US0 - Fax System 12 Delivery and Hardware Installation Software Installation & Network Integration 90 Day Warranty on Machine: Does not include supplies, part or labor for break fix services Kyocera Warranty for Three Year Performance Protection Guarantee

4.2 Delivery: The contractor shall coordinate delivery with the government designated employee.

4.3 Contractor Point of Contact: The contractor shall furnish one designated point of contact (POC) to the government’s designated representative for coordination of supplies, delivery, and/or maintenance. The POC will be empowered to make daily decisions to ensure that the contract implementation and day-to-day maintenance meets the terms and conditions of this contract.

4.4 Contractor’s Phone Number: The contractor shall provide a toll-free telephone number for service calls, which must be answered during at least eight working hours, between 8:00 am and 4:30 pm, Monday through Friday.

4.5 Parts/Supplies Availability: The contractor shall have an inventory of parts and consumable supplies in quantities sufficient to effectively service the resulting contract. The contractor shall have an internal inventory system and delivery system for the parts and consumable supplies. The inventory and delivery system must be sufficient to service the contract in accordance with the maintenance response times specified in paragraph 5.1 and the supply delivery times specified in paragraphs 5.4.

4.6 Personnel Qualifications: The contractor shall be required to provide fully qualified and manufacturer trained or certified service, delivery, and management personnel in sufficient numbers to actively and efficiently service and support the copiers in place during the contract period.

Specific Tasks

5.1 Service Calls: The contractor shall respond to service calls during normal working hours, Monday through Friday, excluding holidays observed by the Federal Government. The contractor shall respond to verbal service calls and is expected to initiate the repairs within two (2) working hours after notification of malfunction. The response time on a service call starts when the service call is placed to the contractor. The service technician shall report to the service requestor and notify of his/her arrival and verify the problem for which the service call was made. If the service call is not completed, the service technician shall contact the government’s designated representative and provide a detailed explanation as to why the copier was not repaired and provide an estimated time for completion of the required repairs. The contractor shall complete the repairs and satisfactorily resolve the problem by effectively restoring the copier to normal operating capability within eight (8) working hours of responding.

5.2 The Contractor shall have an adequate working inventory of copiers to provide backup support for the leased 18 copiers. When a malfunctioning copier cannot be repaired within the on-site repair time, the VA will have the option of requesting a backup copier at no additional cost to the government. The Contractor shall supply such a backup copier within seven (7) working hours after notification by the government. Backup copiers shall meet or exceed the capabilities of the copiers to be replaced. For this purpose only, remanufactured equipment may be used as a temporary device until a new replacement copier is delivered or the original copier is reinstalled. Backup copiers are generally expected to remain in place for five working days or less, but in unusual cases, a backup copier may remain in place for as long as 60 days. If the original copier has not been repaired and reinstalled at the end of 60 days, the Contractor shall provide a replacement copier equal to or superior to the original copier model at no additional cost to the government. The Contractor shall coordinate the removal, delivery and install of the back-up copier with the designated government employee.

5.3 Preventive Maintenance: The contractor shall provide, at a minimum, one preventive maintenance service call during the performance period to ensure that the copiers are maintained in fully operational condition. Contractor shall maintain the copiers in at levels necessary to provide the specified functions to meet the manufacturer’s current equipment specifications.

5.4 Replenishment of Supplies Procedures: On or about the same day of each month, the contractor shall ensure that each copier is furnished with sufficient consumable supplies, (excluding paper) to produce a volume of copies equal to the levels necessary to provide the specified functions to meet the manufacturer’s current equipment specifications. Upon initial delivery of the copy machines/devices, the Contractor shall provide two months' worth of consumable supplies for each copier.

5.4.1 The contractor shall respond to verbal requests for additional consumable supplies under the following conditions: The government’s designated representative may make emergency requests for consumable supplies verbally. Orders will state the quantity and type of consumable supplies required and the location and serial number of the copier for which the additional consumable supplies are being ordered. The contractor shall deliver additional consumable supplies within a period of twenty-four hours after receipt of verbal order.

5.4.2 Supplies from the contractor shall be delivered between 8:00 a.m. and 4:30 p.m., Monday through Friday (excluding Federal holidays) directly to the copier location.

5.5 Hard-drives: The contractor shall remove the hard-drives from the 8 leased copiers at the end of the term of the contract and hand them to a designated government representative for destruction.

5.6 Training: Contractor shall provide training on the operation of the leased (8) copiers to designated government representatives within two days of installation date. The Contractor shall demonstrate that the copier is properly functioning upon completion of installation. This demonstration shall be accomplished pursuant to the operating instructions furnished with each copier and in the presence of designated government representative.

5.7 Relocate Equipment: Should the government elect to relocate its office to another facility/building or location within the greater Saint Louis area, all copier machines shall then be moved to the new location by the government. The government will have the responsibility of transporting all copier machines to the new office location and shall ensure that all copy machines are transported with care. The expense of moving/relocating the copier machines will be paid by government.

5.8 Return of Equipment: The contractor shall remove the 8 copiers at the end of the 60-month lease. The contractor is responsible for all associated removal costs of the 8 copiers.

5. Government Point of Contact:

Barbara Sapp, Phone #: 973-297-3315, Email: Barbara.sapp@va.gov.

6. Changes to the Statement of Work (SOW):

Any changes to this SOW shall be authorized and approved only through written correspondence from the Contracting Officer. Costs incurred by the contractor through the actions of parties other than the Contracting Officer shall be borne by the contractor.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

BASE YEAR - BRAND NAME OR EQUAL - Provide Copier Lease & Maintenance Services for 8 multi-function copy machines per the attached Statement of Work.

Contract Period: Base POP Begin: 05-01-2019 POP End: 04-30-2020

OPTION ONE - BRAND NAME OR EQUAL - Provide Copier Lease & Maintenance Services for 8 multi-function copy machines per the attached Statement of Work.

Contract Period: Option 1 POP Begin: 05-01-2020 POP End: 04-30-2021

OPTION TWO - BRAND NAME OR EQUAL - Provide Copier Lease & Maintenance Services for 8 multi-function copy machines per the attached Statement of Work.

Contract Period: Option 2 POP Begin: 05-01-2021 POP End: 04-30-2022

OPTION THREE - BRAND NAME OR EQUAL - Provide Copier Lease & Maintenance Services for 8 multi-function copy machines per the attached Statement of Work.

Contract Period: Option 3 POP Begin: 05-01-2022 POP End: 04-30-2023

OPTION FOUR - BRAND NAME OR EQUAL - Provide Copier Lease & Maintenance Services for 8 multi-function copy machines per the attached Statement of Work.

Contract Period: Option 4 POP Begin: 05-01-2023 POP End: 04-30-2024

B.3 DELIVERY SCHEDULE

NEWARK VA REGIONAL OFFICE

20 WASHINGTON PLACE

NEWARK, NJ 07102

USA

12.00

973-297-3233

NEWARK VA REGIONAL OFFICE

20 WASHINGTON PLACE

NEWARK, NJ 07102

12.00

NEWARK VA REGIONAL OFFICE

20 WASHINGTON PLACE

NEWARK, NJ 07102

12.00

NEWARK VA REGIONAL OFFICE

20 WASHINGTON PLACE

NEWARK, NJ 07102

12.00

NEWARK VA REGIONAL OFFICE

20 WASHINGTON PLACE

NEWARK, NJ 07102

12.00

Page of

REVISED 01/12/2019

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(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 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 32.608-2 of the Federal Acquisition Regulation 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. 2409 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 ITEMS 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 52.217-8 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 10 days.

(End of Clause)

C.3 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 10 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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 five (5) years and six (6) months..

(End of Clause)

C.4 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any VAAR (48 CFR Chapter FEDERAL ACQUISITION REGULATION (48 CFR Chapter 1)) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

(End of Clause)

C.5 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.

(End of Clause) C.6 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

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

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans or eligible surviving spouses (see VAAR 802.201 Surviving Spouse definition);

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

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

(iv) The business has been verified for ownership and control pursuant to 38 CFR 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov); and

(v) The business will comply with subcontracting limitations in 13 CFR 125.6, as applicable

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

(b) General.

(1) Offers are solicited only from verified service-disabled veteran-owned small business concerns. Offers received from concerns that are not verified service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a verified service-disabled veteran-owned small business concern.

(c) Agreement. A service-disabled veteran-owned small business concern agrees that in the performance of the contract, the concern will comply with the limitation on subcontracting requirements in 13 CFR §125.6.

(d) A joint venture may be considered a service-disabled veteran owned small business concern if the joint venture complies with the requirements in 13 CFR 125.15, provided that any reference therein to SDVO SBC is to be construed to apply to a VA verified SDVOSB as appropriate.

(e) Any service-disabled veteran-owned small business concern (non-manufacturer) must meet the requirements in FAR 19.102(f) of the Federal Acquisition Regulation to receive a benefit under this program.

(End of Clause) C.7 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause)

C.8 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.9 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

The contractor shall obtain all necessary licenses and/or permits required to perform this work. He/she shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract. He/she shall be responsible for any injury to himself/herself, his/her employees, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by his/her employees fault or negligence, and shall maintain personal liability and property damage insurance having coverage for a limit as required by the laws of the State of New Jersy. Further, it is agreed that any negligence of the Government, its officers, agents, servants and employees, shall not be the responsibility of the contractor hereunder with the regard to any claims, loss, damage, injury, and liability resulting there from.

(End of Clause)

C.10 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)

(End of Addendum to 52.212-4)

C.11 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE…