36C24720R0010-001.docx

36C24720R0010

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 ATTA

CHED

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. SIGNAT

URE 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

508-20-1-568-0001 36C24720R0010 11-07-2019 Trinika L. Mason 706-733-0188 ext 1104 11-15-2019

4:00 PM EST

Department of Veterans Affairs

VISN 7

Network Contracting Activity 501 Greene Street Hatcher Building - Suite 2 Augusta GA 30901 X X 611430 $12 Million Net 30 N/A X Department of Veterans Affairs Atlanta VA Medical Center 1670 Clairmont Road Decautur GA 30033 Department of Veterans Affairs VISN 7 Network Contracting Activity 501 Greene Street Hatcher Building - Suite 2 Augusta GA 30901

Department of Veterans Affairs

FMS-VA-2 (101)

Financial Services Center P.O. Box 149971 Austin TX 78714-9971 See CONTINUATION Page Contractor shall provide qualitative respirator fit-testing for up to 500 VA employees to ensure compliance with OSHA Respiratory Protection Standards (29 CFR1910.0134). Train-ing/testing for employees who are requiired to wear the 3M 1860 Health Care Particulate Repirator (N95) and 3M 8293 Particulate Rispirator (P100). Training/testing should be 3 consecutive months for 1 week per month.

Period of Performance as follows:

Base Period: December 1, 2019 - November 30, 2020 Option Yr 1: December 1, 2020 - November 30, 2021 Option Yr 2: December 1, 2021 - November 30, 2022 Option Yr 3: December 1, 2022 - November 30, 2023 Option Yr 4: December 1, 2023 - November 30, 2024 Please review the "instruction to Offerors" section of RFP and provide all required information.

See CONTINUATION Page x X x Brigitte Huffin Contracting Officer 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 Brigitte Huffin / Trinika L. Mason Department of Veterans Affairs VISN 7 Network Contracting Activity 501 Greene Street Hatcher Building - Suite 2 Augusta GA 30901

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.

Department of Veterans Affairs

FMS-VA-2 (101)

Financial Services Center P.O. Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Respirator Training and Fit Testing Statement of Work (SOW)

SCOPE OF WORK

Annual TB Respirator Training and Fit Testing Contractual service agreement to provide qualitative respirator fit-testing and training for up to 500 VA employees to ensure compliance with the OSHA Respiratory Protection Standard (29 CFR1910.134), and protection of the employees. Training and testing will be provided to employees who are required to wear the 3M™ 1860 Health Care Particulate Respirator (N95) when entering TB isolation rooms, for protection against certain airborne biological particles; and employees who voluntarily wear the 3M™ 8293 Particulate Respirator (P100) for protection for certain oil and non-oil based particles.

VAHCS shall provide the initial and annual respiratory training as required by OSHA 1910.134 (k), prior to requiring the employee to use a respirator in the workplace.

Contractor will provide competent staff who are trained and experienced to perform the following:

formal training on the use, proper fit, care, inspection, cleaning, maintenance and storage of the respirator; limitations and capabilities of the respirator; recognizing medical signs and symptoms that may limit or prevent the effective use of respirators.

Qualitative fit-testing utilizing safe and OSHA approved test agents: Saccharin or Bitrex

Training and fit-testing will be provided in a flexible schedule to meet the needs of the VA.

A comprehensive report documenting the results of each employee trained and fit-tested will be develop and provided. VA, or similar forms, will be used for employees to sign in.

All work will be coordinated with the Atlanta HCS Industrial Hygienists.

TYPE OF CONTRACT

Firm Fixed Price (FFP) contract

TERM OF CONTRACT

Base, plus four (4) one- year options (exercised at the government’s discretion). The contract is subject to the availability of VA funds.

PERIOD OF PERFORMANCE

· Base Year: December 1, 2019 – November 30, 2020

· Option 1: December 1, 2020 – November 30, 2021

· Option 2: December 1, 2021 – November 30, 2022

· Option 3: December 1, 2022 – November 30, 2023

· Option 4: December 1, 2023 – November 30, 2024

CONTRACTOR'S RESPONSIBILITIES

In accomplishing any work under this contract, the contractor is totally responsible for his/her full compliance with any, and all applicable, federal, state, and local government policies, regulations, procedures, specifications, etc., that apply to work of this nature. In addition, the contractor must obtain and keep current all licenses, OSHA training, permits, etc., that may be required by the above mentioned agencies to accomplish the work. The contractor shall ensure the Program Administrator or COTR is sent electronic documentation in Microsoft Excel or Access, that will categorize and track training quarterly and annually of healthcare personnel who have been fit-tested and trained. The contractor shall also provide each wearer of a fitted respiratory device and a plastic covered credit-card size or similar facsimile record that contains as a minimum:

CONTRACTOR WORK HOURS

Onsite respiratory fit test and training shall be scheduled and performed between the hours of 7:00 am and 4:00 pm, Monday thru Friday except Holidays, as needed.

Federal Holidays

RESPIRATOR FIT-TEST TRAINING

Contractor shall provide training to two major categories of respirator users at this facility (Involuntary/Mandatory and Voluntary/Not Required), which as a minimum must include:

CONTRACTOR ASSESSMENT OF TEST SUBJECT

Contractor shall ensure an assessment of comfort and fit of the respirator is performed on each test subject and that the test subject is allowed adequate time to determine the comfort of the respirator using the following points of view:

CONTRACTOR FIT-TEST ASSESSMENT FOR TEST SUBJECT

Contractor shall use an OSHA-Accepted Fit Test Protocol (i.e., QLFT or QNFT), per OSHA 1910.134 for each test subject fitted, tested and issued a NIOSH Approved respiratory device. Contractor shall ensure the test subject conducts a user seal check, either the negative and positive pressure seal check as described in OSHA Standard Appendix B-1 or those recommended by the respirator manufacturer which provides equivalent protection to the procedures in Appendix B-1. The Contractor shall discontinue or not fit test a test subject, if any of the following are detected:

(a) Hair growth, such as stubble beard growth, beard, mustache or sideburns between the skin and respirator face-piece that prevents or interferes with respirator face seal;

PERSONNEL

As a Non-Personal Services contract, any staff are not to be considered VA Employees for any purpose. Contractor retains all control over monitoring staff and responsibility for direct supervision. Contract staff may not supervise VA Staff, but may provide direction and instruction as required by duties.

Daily activity is monitored and managed by the primary or alternate Contracting Officer’s Representatives (CORs).

CONTRACTOR FURNISHED PROPERTY AND SUPPLIES

Contractor shall furnish all labor, materials, equipment, insurance and supervision to complete work in a professional manner, comply with the Medical Center’s criteria, and meet all Federal, State, and local regulations.

VAHCS will supply the respirators (3M™ 1860 Health Care Particulate Respirator (N95) and 3M™ 8293 Particulate Respirator (P100)) for fitting and distribution to employees who successfully pass the fit-test.

SECURITY REQUIREMENTS

The contractor shall be required to comply with all security policies/requirements. All security policies/requirements must be met, and employees cleared prior to the contractor performing work under this contract. The contractor shall ensure appropriate background investigations are initiated and verified on all employees and/or sub-contractors prior to on-site visits to the facility. Employees that cannot meet the security and clearance requirements if applicable shall not be allowed to perform work under this contract.

*No direct network access or user accounts will be needed by contractor, as they will not be using the Atlanta VA Healthcare System computers, nor will they install software or need system access.

INVOICE FORMAT

An itemized statement is required. The invoice format for recurring charges will match the pricing schedule, to allow VA certification of invoice against the contract price. Non-recurring charges will be itemized individually.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Contractor to provide qualitative fit-testing and respirator training in accordance to OSHA general industry standard, respiratory protection guidelines (29 CFR 1910.134) for up to 500 employees. Contractor will provide competent staff who are trained and experienced to perform the following: formal training on the use, proper fit, care, inspection, cleaning, maintenance and storage of the respirator; limitations and capabilities of the respirator; recognizing medical signs and symptoms that may limit or prevent the effective use of respirators. Qualitative fit-testing utilizing safe and OSHA approved test agents: Saccharin or Bitrex. Training and fit-testing will be provided in a flexible schedule to meet the needs of the VA. The fit testing will be performed in compliance with applicable federal regulations and VAHCS policies related to protection against airborne TB and dust. Onsite respiratory fit test and training shall be scheduled and performed between the hours of 0700 and 1600, Monday thru Friday except Holidays, as needed. The contractor will develop a comprehensive report documenting the results of each employee fit-tested. VAHCS, or comparable forms, will be used for retaining employees' results and signatures. Vendor will provide electronic documentation of dai ly fit-test accomplished.

Contract Period: Base POP Begin: 12-01-2019 POP End: 11-30-2020

Contractor to provide qualitative fit-testing and respirator training in accordance to OSHA general industry standard, respiratory protection guidelines (29 CFR 1910.134) for up to 500 employees. Contractor will provide competent staff who are trained and experienced to perform the following: formal training on the use, proper fit, care, inspection, cleaning, maintenance and storage of the respirator; limitations and capabilities of the respirator; recognizing medical signs and symptoms that may limit or prevent the effective use of respirators. Qualitative fit-testing utilizing safe and OSHA approved test agents: Saccharin or Bitrex. Training and fit-testing will be provided in a flexible schedule to meet the needs of the VA. The fit testing will be performed in compliance with applicable federal regulations and VAHCS policies related to protection against airborne TB and dust. Onsite respiratory fit test and training shall be scheduled and performed between the hours of 0700 and 1600, Monday thru Friday except Holidays, as needed. The contractor will develop a comprehensive report documenting the results of each employee fit-tested. VAHCS, or comparable forms, will be used for retaining employees' results and signatures. Vendor will provide electronic documentation of dai ly fit-test accomplished.

Contract Period: Option 1 POP Begin: 12-01-2020 POP End: 11-30-2021

Contractor to provide qualitative fit-testing and respirator training in accordance to OSHA general industry standard, respiratory protection guidelines (29 CFR 1910.134) for up to 500 employees. Contractor will provide competent staff who are trained and experienced to perform the following: formal training on the use, proper fit, care, inspection, cleaning, maintenance and storage of the respirator; limitations and capabilities of the respirator; recognizing medical signs and symptoms that may limit or prevent the effective use of respirators. Qualitative fit-testing utilizing safe and OSHA approved test agents: Saccharin or Bitrex. Training and fit-testing will be provided in a flexible schedule to meet the needs of the VA. The fit testing will be performed in compliance with applicable federal regulations and VAHCS policies related to protection against airborne TB and dust. Onsite respiratory fit test and training shall be scheduled and performed between the hours of 0700 and 1600, Monday thru Friday except Holidays, as needed. The contractor will develop a comprehensive report documenting the results of each employee fit-tested. VAHCS, or comparable forms, will be used for retaining employees' results and signatures. Vendor will provide electronic documentation of dai ly fit-test accomplished.

Contract Period: Option 2 POP Begin: 12-01-2021 POP End: 11-30-2022

Contractor to provide qualitative fit-testing and respirator training in accordance to OSHA general industry standard, respiratory protection guidelines (29 CFR 1910.134) for up to 500 employees. Contractor will provide competent staff who are trained and experienced to perform the following: formal training on the use, proper fit, care, inspection, cleaning, maintenance and storage of the respirator; limitations and capabilities of the respirator; recognizing medical signs and symptoms that may limit or prevent the effective use of respirators. Qualitative fit-testing utilizing safe and OSHA approved test agents: Saccharin or Bitrex. Training and fit-testing will be provided in a flexible schedule to meet the needs of the VA. The fit testing will be performed in compliance with applicable federal regulations and VAHCS policies related to protection against airborne TB and dust. Onsite respiratory fit test and training shall be scheduled and performed between the hours of 0700 and 1600, Monday thru Friday except Holidays, as needed. The contractor will develop a comprehensive report documenting the results of each employee fit-tested. VAHCS, or comparable forms, will be used for retaining employees' results and signatures. Vendor will provide electronic documentation of dai ly fit-test accomplished.

Contract Period: Option 3 POP Begin: 12-01-2022 POP End: 11-30-2023

Contractor to provide qualitative fit-testing and respirator training in accordance to OSHA general industry standard, respiratory protection guidelines (29 CFR 1910.134) for up to 500 employees. Contractor will provide competent staff who are trained and experienced to perform the following: formal training on the use, proper fit, care, inspection, cleaning, maintenance and storage of the respirator; limitations and capabilities of the respirator; recognizing medical signs and symptoms that may limit or prevent the effective use of respirators. Qualitative fit-testing utilizing safe and OSHA approved test agents: Saccharin or Bitrex. Training and fit-testing will be provided in a flexible schedule to meet the needs of the VA. The fit testing will be performed in compliance with applicable federal regulations and VAHCS policies related to protection against airborne TB and dust. Onsite respiratory fit test and training shall be scheduled and performed between the hours of 0700 and 1600, Monday thru Friday except Holidays, as needed. The contractor will develop a comprehensive report documenting the results of each employee fit-tested. VAHCS, or comparable forms, will be used for retaining employees' results and signatures. Vendor will provide electronic documentation of dai ly fit-test accomplished.

Contract Period: Option 4 POP Begin: 12-01-2023 POP End: 11-30-2024

B.3 DELIVERY SCHEDULE

Atlanta VA Medical Center 1670 Clairmont Road Decautur, GA 30033 3.00

Atlanta VA Medical Center 1670 Clairmont Road

3.00

Atlanta VA Medical Center 1670 Clairmont Road

3.00

Atlanta VA Medical Center 1670 Clairmont Road

3.00

Atlanta VA Medical Center 1670 Clairmont Road

3.00

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 30 days.

(End of Clause) C.3 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (OCT 2019)

(a) In an effort to achieve socioeconomic small business goals, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business status and their proposed use of eligible service-disabled veteran-owned small businesses (SDVOSBs) and veteran-owned small businesses (VOSBs) as subcontractors.

(b) Eligible service-disabled veteran-owned small businesses offerors will receive full credit, and offerors qualifying as veteran-owned small businesses will receive partial credit for the Service-Disabled Veteran-Owned and Veteran-Owned Small Business Status evaluation factor. To receive credit, an offeror must be registered and verified in the Vendor Information Pages (VIP) database.

(c) Non-Veteran offerors proposing to use SDVOSBs or VOSBs as subcontractors will receive some consideration under this evaluation factor. Offerors must state in their proposals the names of the SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts. In addition, the proposed subcontractors must be registered and verified in the VIP database.

(d) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.4 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

(a) The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses (SDVOSBs) or veteran-owned small businesses (VOSBs) proposed as subcontractors in accordance with 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more SDVOSBs or VOSBs for subcontract work of the same or similar value.

(b) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

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

(a) This solicitation includes FAR 52.219-6 Notice of Total 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 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract 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 compliance with the subcontracting commitments.

(End of Clause)

C.7 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.8 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.9 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 Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

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