36C10E20Q0053-001.docx

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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

3400-00001 36C10E20Q0053 11-18-2019

BERTHA LEGUIZAMON

602-627-2797 11-25-2019

4 PM

00101 Department of Veterans Affairs Veterans Benefits Administration Office of Acquisition 1800 G. Street N.W.

Washington DC 20006 X X 561990 $12 Million N/A X 00101 Veterans Benefits Administration Albuquerque Regional Benefit Office 500 Gold Avenue SW Albuquerque NM 87102 00101 Department of Veterans Affairs Veterans Benefits Administration Office of Acquisition 1800 G. Street N.W.

Washington DC 20006

All invoices must be emailed to:

See CONTINUATION Page The Albuquerque Regional Benefit Office is seeking a vendor that will provide shred services in accordance with the Statement of Work.

This RFQ is 100% set aside for Veteran Owned Small Businesses verified and registered in the VA’s Vendor Information Pages (VIP) website http://www.vip.vetbiz.gov.

Wage Determination 2015-5443 applies to this RFQ.

$0.00 See CONTINUATION Page X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C10E Bertha Leguizamon Department of Veterans Affairs Veterans Benefits Administration Office of Acquisition 1800 G. Street N.W.

Washington DC 20006

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:

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

1.0 PURPOSE

The Department of Veterans Affairs, Albuquerque Regional Office (RO) has one location that will be requiring shredding services located at the Dennis Chavez Federal Building, 500 Gold Avenue Southwest, Albuquerque, New Mexico.

2.0 BACKGROUND

The RO provides a full complement of benefit services to Veterans. Subsequently, creating sensitive documentation in the course of carrying out the mission and the documentation must be properly disposed.

3.0 SCOPE

The contractor shall provide all labor and equipment required to properly shred materials and shall also be responsible for disposing of all shredded materials in the approximate volume of 4 bins per quarter. All shredding shall take place at Government facilities or grounds and shall be witnessed by a VA employee authorized to witness destruction of sensitive VA material. The contractor shall shred materials in accordance with the regulations referenced in paragraph 4.0 at the facilities listed in paragraph 8.0 and in accordance with the schedule provided in paragraph 8.0. All additional service requests shall be accomplished within 48 hours after the contractor is notified by the RO.

Materials will be primarily hard copy paper, but may contain carbon, folders and other non-paper materials. A few times a year there is the need to destroy microforms (microfilm, microfiche, or other reduced image photo negatives) by burning. Additionally, a few times a year there is the need to destroy portable media (cassette tapes, compact discs, etc.). When material is burned, residue must be reduced to white ash.

The contractor will provide secure containers (bins) to collect and store materials to be shredded until such time that shredding of the materials occurs. The contractor will provide bins that have wheels, be capable of holding an average of 220 lbs. (95 gallon) and possess locking mechanisms (key, combination lock, etc.). Note: combination lock is preferred. Sets of keys and/or combination for bin locking mechanisms will be issued to the Government representative of each facility. Bins should not have any opening where materials can be placed in the bin even when locked.

APPOINTMENTS

The contractor shall coordinate all appointments with the specific governmental entity or contracted service provider requesting document destruction service. The contractor shall understand and agree that the contractor shall be under the direction of specific personnel of the requesting governmental entity regarding the completion of document destruction services. At the discretion of the requesting governmental entity, driver assistance with destruction will be required.

The contractor must accept and track all requests for document destruction services for all scheduled appointments.

CANCELLATIONS

The contractor must track and distinguish employee and contractor cancellations separately. Additionally, the contractor must track and distinguish cancellations made with more than forty-eight hours’ notice versus cancellations made with less than forty-eight hours’ notice.

Authorized requesters reserve the right to cancel appointments with more than 2-business days/48 hours’ notice of the scheduled appointment time without penalty or charge. (For example, cancellation by Friday 8 a.m. for an appointment on Tuesday at 8 a.m.)

4.1 REFERENCES

· VA Directive 6300 RECORDS AND INFORMATION MANAGEMENT,

· VA Handbook 6500 Incorporating Security and Privacy into the System Development Life Cycle (previously media & data protection), and

· VA HANDBOOK 6300.1 RECORDS MANAGEMENT PROCEDURES (disposal of non-record waste material)

5.1 PERFORMANCE OUTCOMES – OBJECTIVES

The contractor is required to wet pulp, macerate, chop, shred, or otherwise definitively destroy the information contained in the records so that it is not readable or reconstructable. The destruction of the information must be witnessed by a VA employee. The VA representative will certify the complete destruction of the records.

A “Certificate of Destruction” shall be completed by the contractor and provided to the witnessing Government representative at the conclusion of each shredding service visit.

At the end of each calendar month, the contractor shall provide the RO with an invoice detailing the number of bins that were collected, price per bin, date(s) the shredding services were performed, and total value. The contractor shall provide an invoice for the facility serviced.

INVOICING/BILLING REQUIREMENTS

The Contractor may not bill for services provided pursuant to this contract from unauthorized purchasers. Each invoice shall be submitted for payment no later than ninety days from date of service provided. All billing documents shall be maintained in an accurate, legible, and complete manner.

Each invoice shall be in accordance to the stipulations outlined in the Payment Requirements section of this document and will:

· Reference the contract number

· Possess a unique invoice number

· Reference applicable destruction ticket(s)

· Reference the applicable Contract Line Item Number (CLIN) and nomenclature from the signed Standard Form 1449 for each line item charge.

· For all appointments being billed on an invoice, all reimbursable services and expenditures for the invoiced appointments must be submitted with the required documentation at the same time.

PAYMENT TIME FRAME (NET THIRTY DAYS)

VA or an authorized requester will make payment for authorized services provided under this contract within thirty days of receipt of a complete and accurate invoice. The contractor shall attach all appropriate billing backup documentation to the invoice.

ADJUSTMENTS

Incomplete and/or inaccurate invoices will be returned to the contractor for correction. The payment within thirty days requirement will not be in effect until VA or the authorized requester receives a corrected invoice. All adjustments to billed document destruction service amounts must be completed within ninety calendar days of the original date of billing by the contractor; or as extended by the requester.

PAYMENT DISPUTE RESOLUTION

Disputes related to payments made by VA or an authorized requester for services provided under this contract shall be resolved at the local level (i.e. between the authorized requester and the contractor). Action pursuant to this clause by either party shall not be construed as a waiver of any legal avenue of recourse available through this contract.

OVERPAYMENT

Issues related to VA or requester overpayment to the contractor shall be in accordance with the Terms & Conditions of the VA Purchased Services contract.

7.1 CONSTRAINTS

· Contractor shall be capable of shredding approximately 5 bins/quarterly of material at Albuquerque RO, 500 Gold Avenue Southwest, Albuquerque, NM 87102. Estimates do not represent minimums and the actual volume is not guaranteed.

· Contractor owned and operated equipment shall be capable of cross cutting shred articles to the minimal specifications of 1 mm x 5mm. If contractor is not able to meet the 1 mm x 5 mm standard on the initial destruction, the contractor must comply with the interim destruction standards outlined in VA Directive 6371. To remain compliant with the VA standards, a final destruction must be accomplished in accordance with the directive. Pulping and burning are examples of approved final destruction methods.

· The task of document destruction shall be conducted from start to finish on-site at the location and witnessed by a Government employee.

· Subject to criminal prosecution, contractor personnel shall comply with all manner of confidentiality when engaging in the destruction of any and all RO records.

· Contractor employees shall be pre-authorized to witness destruction of the record, i.e., not have criminal convictions.

· Any contractor personnel found to be reading any of the RO materials shall be promptly removed from the premises where the job is being performed and the person/s involved shall not be allowed to return for any future service requests.

· The contractor shall adhere to the VA policies applicable to all record destruction as outlined in VA Handbook 6300, Records and Information Management, AAC Handbook 6300.9, Disposal of Non-record Waste Material, VA Directive 6371, and AAC Handbook 6500.05/1, Media and Data Protection. These guidelines are designed to protect sensitive and private information from being disclosed to unauthorized parties and adhere to the Privacy Act and the HIPPA Privacy Rules and regulations. Examples of sensitive information include: Individually identifiable medical, benefits, and personnel information; financial, budgetary, research, quality assurance, confidential commercial, critical infrastructure, investigatory, and law enforcement information.

· The contractor shall provide a contingency plan for instances where equipment malfunction occurs during the shredding process

· Contractor will maintain a current listing of employees. The list will include the employee’s name, address, phone number, social security number, level of security and position. The list will be validated and signed by the company Facility Security Officer and provided to the Contracting Office and Contracting Officer’s Technical Representative (COTR). An update listing will be provided when an employee’s status or information changes. The Contractor has 24 hours to inform the Contracting office and COTR that the employee does not work for them unless it is a pick up day and they have to inform the Contracting Office and COTR immediately.

Contractor and Staff will comply with Homeland Security Presidential Directive-12 (HSPD-12), NIST 800-53, Office of Management and Budget (OMB) guidance M-05-24, as amended, and Federal Information Processing standards Publication (FIPS PUB) Number 201, as amended. Contractor and Staff will comply with the Privacy Act, Security and HIPPA.

Contractor personal will report to Contracting Office and the COTR any information or circumstances of which they are aware may pose a threat to the security of the Department of Veterans Affairs personnel, contractor personnel, resources and classified and unclassified information.

Contractor employees are prohibited from possessing weapons, firearms, or ammunition, on themselves or their contractor-owned or privately owned vehicle while on the RO property.

If the Contracting Officer finds it in the best interest of the Government he/she may at any time during the performance of this contract may order the Contractor to remove any of his/her personnel from further performance under this contract for reasons of their moral character, unethical conduct, security reasons and violation of on-site building rules. In the event that it becomes necessary to replace any Contractor personnel for any of the above reasons, the Contractor will bear all costs associated with such removal, including the costs for the replacement of any personnel so removed. These charges will not be chargeable to the Government.

In the event of an accident on the Department of Veterans Affairs property or involving Government personnel or property, the Contractor will submit a report immediately to the Contracting Officer and CORT in a letter form that will include the following: (1) the time and date of occurrence; (2) the place of occurrence; (3) a list of personnel directly involves; and (4) a narrative or description of the accident to include chronological order of the accident and circumstances.

The Contractor will not hold any discussions or release any information relating to the contract to anyone not having a direct interest in performance of this contract, without written consent of the Contracting Officer or the COTR. This restriction applies to all news releases of information to the public, industry or Government agencies.

The Contractor will not advertise information about projects preformed for this contact without Government review and approval. Advertisement is considered but not limited to promotional brochures, posters, tradeshow handouts, world-wide-web- pages, magazines, newspapers and similar promotions.

8.0 PLACE OF PERFORMANCE / HOURS OF OPERATION

The Albuquerque RO is a Federal government facility and requires proper identification for all personnel entering the grounds/facilities. Services shall be performed at the following locations, dates and times: Albuquerque RO, 500 Gold Avenue Southwest, Albuquerque, NM 87102, external loading dock.

Schedule for shredding for the RO will be on a Quarterly basis on the second Wednesday of December, March, June, and September from 12:30 pm – 3:00pm local time.

If a Federal Holiday falls on a day scheduled for shredding, the shredding will resume the next official workday between the scheduled hours of 12:30 pm - 3:00pm. All additional service requests shall be accomplished within 48 hours after the contractor has been notified by the Albuquerque RO.

Unless directed by the Contracting Officer or COTR, work at the site shall not take place on Federal Holidays or weekends. Driver shall contact the RMO at least (1) hour prior from arriving at the shred sites by calling his/her direct extension (505) 346-4753.

Unless directed by the Contracting Officer (CO), work at the site(s) shall not take place on Federal holidays or weekends.

9.0 PERIOD OF PERFORMANCE

10.0 TECHNICAL ATTACHMENTS

Appendix (G)_Rules of Behavior

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Shred approximately 4 bins per quarter per the Statement of Work Contract Period: Base POP Begin: 01-01-2020 POP End: 09-30-2020

Shred approximately 4 bins per quarter per the Statement of Work Contract Period: Option 1 POP Begin: 10-01-2020 POP End: 09-30-2021

Shred approximately 4 bins per quarter per the Statement of Work Contract Period: Option 2 POP Begin: 10-01-2021 POP End: 09-30-2022

Shred approximately 4 bins per quarter per the Statement of Work Contract Period: Option 3 POP Begin: 10-01-2022 POP End: 09-30-2023

Shred approximately 4 bins per quarter per the Statement of Work Contract Period: Option 4 POP Begin: 10-01-2024 POP End: 09-30-2025

Shred approximately 4 bins per quarter per the Statement of Work Contract Period: Option 5 POP Begin: 10-01-2024 POP End: 12-31-2024

B.3 DELIVERY SCHEDULE

12.00

16.00

16.00

16.00

16.00

4.00

36C10E20Q0053

Page 1 of Page 1 of

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 contract expiration.

(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 contract expiration; 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.

(End of Clause) C.4 VAAR 852.219-11 VA NOTICE OF TOTAL VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (DEVIATION)

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

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more 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 Veterans;

(ii) The management and daily business operations of which are controlled by one or more Veterans;

(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 so listed in the Vendor Information Pages (VIP) database, (https://www.vip.vetbiz.gov); 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 part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR 121.406 and 125.6, provided that any reference therein to a service-disabled veteran owned small business concern (SDVO SBC), is to be construed to also apply to a VA verified and VIP-listed VOSB. The nonmanufacturer rule and the limitations on subcontracting apply to all VOSB set-asides and sole source contracts.

(2) “Veteran” is defined in 38 U.S.C. 101(2).

(b) General.

(1) Offers are solicited only from eligible veteran-owned small business concerns. Only VIP-listed veteran-owned small business concerns (VOSB) may submit offers in response to this solicitation. A VIP-listed service-disabled veteran owned small business concern will be considered a VIP-listed veteran-owned small business concern for this purpose and must also meet the criteria identified in paragraph (a)(1). Offers received from concerns that are not VIP-listed veteran owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a VIP-listed veteran-owned small business concern that meets the size standard for the applicable NAICS code.

(c) Representation. By submitting an offer, the prospective contractor represents that it is an eligible VOSB as defined in this clause, 38 CFR part 74, and VAAR subpart 819.70. Pursuant to 38 U.S.C. 8127(e), only VIP-listed VOSBs are considered eligible. Therefore, any reference in 13 CFR 121 and 125 to a service-disabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB/VOSB and only such concern(s) qualify as similarly situated. The offeror must also be eligible at the time of award.

(d) Agreement. When awarded a contract (see FAR 2.101, Definitions), including orders under multiple-award contracts, or a subcontract, a VOSB agrees that in the performance of the contract, the VOSB 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 125, including the nonmanufacturer and limitations on subcontracting requirements in 13 CFR 121.406 and 125.6, provided that for purposes of limitations on subcontracting, only VIP-listed VOSBs are considered eligible and/or “similarly situated” (i.e., a firm that has the same small business program status as the prime contractor). An independent contractor shall be considered a subcontractor. An otherwise eligible firm further agrees to the following:

(1) Services. In the case of a contract for services (except construction), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed VOSBs.

(2) Supplies or products.

(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 VIP-listed VOSBs.

(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.

(3) General construction. In the case of a contract for general construction, it will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed VOSBs.

(4) Special trade contractors. In the case of a contract for special trade contractors, it will not pay more than 75% of the amount paid by the government to it to firms that are not VIP-listed VOSBs.

(5) Subcontracting. Any work that a VIP-listed VOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, cost of materials is excluded and not considered to be subcontracted. For mixed contracts and additional limitations refer to 13 CFR 125.6.

(e) Joint ventures. A joint venture may be considered a VOSB if the joint venture is listed in VIP and complies with the requirements in 13 CFR 125.18, provided, that any reference therein to service-disabled veteran-owned small business concern (SDVO SBC), shall also apply equally to a veteran-owned small business (VOSB) and is to be construed for the VA as only a VIP-listed VOSB.

(f) Precedence. For any inconsistencies between the requirements of the SBA program for service-disabled veteran-owned small business concerns and the VA Veterans First Contracting Program, as defined in VAAR subpart 819.70 and this clause, the VA Veterans First Contracting Program requirements have precedence.

(End of Clause) C.5 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-11 VA Notice of Total 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.6 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.7 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.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (OCT 2019)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by…