36C25619Q0953-001.pdf

36C25619Q0953

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

STATEMENT OF WORK…………………………………………………………………………………………………………..……3

SECTION C - CONTRACT CLAUSES

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

C.2 52.216-18 ORDERING (OCT 1995)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

C.5 VAAR 852.219-11 VA NOTICE OF TOTAL VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL

2016)(DEVIATION)

C.6 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE

(JUL 2018)

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

C.8 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

C.9 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2019)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (OCT 2018)

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

E.3 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.4 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS (OCT

2018)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

95.00 jb __________________ __________________ Fittings

(Year One)

490.00 jb __________________ __________________ Work Shirts

(Year One) Contract Period: Base POP Begin:

POP End:

Work Pants

3.00 jb __________________ __________________ Additional Pick Ups

(Year Two)

(Year Three)

(Year Four)

(Year Five)

GRAND TOTAL __________________

Performance Work Statement

ARC FLASH UNIFORMS

SOUTHEAST LOUISIANA VETERANS HEALTH CARE SYSTEM, NEW ORLEANS, LA

3/6/2019

1.0 BACKGROUND

The Southeast Louisiana Veterans Health Care System (SLVHCS) requires arc flash uniforms for Facilities Management Service personnel. This procurement shall be executed as an indefinite delivery/indefinite quantity (IDIQ) contract for the rental and cleaning of arc flash uniforms.

2.0 SCOPE

The Contractor shall provide all labor, materials, tools, parts, equipment, permits, testing, reports, travel and supervision to provide Arc Flash uniforms, certifications of uniforms provided, and administration of rotating uniforms as described in this contract.

3.0 TASK SUMMARY

3.1 The contractor shall provide arc flash clothing and personal protective equipment (PPE) per the PWS for a base year and four option years. Equipment and clothing shall vary according to arc flash protective levels associated with the clothing. Clothing provisions shall meet the requirements of “first layer” PPE, as outlining in NFPA 70E. All garment sizes shall be adult. The hours of operation are 7:30am – 7:00pm Monday through Friday excluding federal holidays.

3.2 Anticipated schedule of CLIN items

CLI # Title of Item Item Description/Salient Characteristics

Inspection/Certification Frequency

Sizes

0001 Fittings The contractor shall provide all staffing necessary in order to conduct fittings on VA employees for the garments requested.

N/A N/A

0001A Fittings (1 - 5 people)

Fitting to occur for 1 – 5 people See schedule below N/A

0001B Fittings (5 - 10 people)

Fitting to occur for 6 – 10 people See schedule below N/A

0001C Fittings (11 - 20 people)

Fitting to occur for 10 – 20 people See schedule below N/A

0001D Fittings (21 - 30 people)

Fitting to occur for 20 – 30 people See schedule below N/A

0001E Fittings (31 - 40 people)

Fitting to occur for 30 – 40 people See schedule below N/A

0001F Fittings (41 - 50 people)

Fitting to occur for 40 – 50 people See schedule below N/A

0002 Work Shirts Design Basis:

Armorex FR Work Shirts

Embroidery: VA Logo

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

Weekly inspection of garments

Small Medium Large

XL

2XL

3XL

4XL

0002A Work Shirts Design Basis:

Armorex FR Work Shirts

Embroidery: VA Logo

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, Weekly inspection of garments

Small

White

0002B Work Shirts Design Basis:

Armorex FR Work Shirts

Embroidery: VA Logo

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

Weekly inspection of garments

Medium

0002C Work Shirts Design Basis:

Armorex FR Work Shirts

Embroidery: VA Logo

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

Weekly inspection of garments

Large

0002D Work Shirts Design Basis:

Armorex FR Work Shirts

Embroidery: VA Logo

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

Weekly inspection of garments

XL

0002E Work Shirts Design Basis:

Armorex FR Work Shirts

Embroidery: VA Logo

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer

Weekly inspection of

2XL

garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

0002F Work Shirts Design Basis:

Armorex FR Work Shirts

Embroidery: VA Logo

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

Weekly inspection of garments

3XL

0002G Work Shirts Design Basis:

Armorex FR Work Shirts

Embroidery: VA Logo

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

Weekly inspection of garments

4XL

0003 Work Pants Design Basis: TecaSafe Plus Work Pants

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

Weekly inspection of garments

Small Medium Large

XL

2XL

3XL

4XL

0003A Work Pants Design Basis: TecaSafe Plus Work Pants

Weekly inspection of

Small

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

0003B Work Pants Design Basis: TecaSafe Plus Work Pants

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

Weekly inspection of garments

Medium

0003C Work Pants Design Basis: TecaSafe Plus Work Pants

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

Weekly inspection of garments

Large

0003D Work Pants Design Basis: TecaSafe Plus Work Pants

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

Weekly inspection of garments

XL

0003E Work Pants Design Basis: TecaSafe Plus Work Pants

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer

Weekly inspection of

2XL

garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

0003F Work Pants Design Basis: TecaSafe Plus Work Pants

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

Weekly inspection of garments

3XL

0003G Work Pants Design Basis: TecaSafe Plus Work Pants

Shall exceed NFPA 70E PPE Categories 1 and 2 as single layer garments. All garments shall meet

NFPA 2112, 2113, 45, 652

requirements for fire retardant/resistant, fabrics

Color Options: Khaki, Navy, Gray, White

Weekly inspection of garments

4XL

0004 Additional Pick ups

Additional garment pick ups in the event of an emergency or major event. Estimated at no more than three per year

N/A N/A

3.3 The Contractor shall be responsible for providing the following:

3.3.1 Conducting an initial assessment of employees (sizing).

3.3.1.1 Contractor shall allow for up to 75 fittings (75 employees estimated) annually. This may increase or decrease over the course of the contract. Initial fittings are anticipated to decrease over the life of the contract. A single fitting shall be considered a single scheduled event, not per day.

3.3.1.2 All fittings shall be conducted to best determined garment sizes needed for the individual employee. Each employee will receive up to eleven (11) sets (shirts and pants) of garments. Garments will be available for employee use within two (2) weeks of fitting.

3.3.1.3 All fittings shall be completed under the following time frames:

Number of People Completion Rates (business days)

Fittings ( 1- 5 people) 1 day

Fittings (5 - 10 people) 1 day

Fittings (11 -20 people) 1 day

Fittings (21 -30 people) 2 days

Fittings (31 -40 people) 3 days

Fittings (41 -50 people) 4 days

3.3.1.4 Garment sizes may vary from small to 4 XL.

3.3.2 Work Garments

3.3.2.1 Weekly inspections of garments to determine if garments need to be replaced or repaired shall be conducted by the contractor.

3.3.2.1.1 Garments shall be repaired at no cost

3.3.2.1.2 Worn garments will be replaced at no cost

3.3.2.1.2.1 Worn may include but is not limited to the

following:

3.3.2.1.2.1.1 Rips

3.3.2.1.2.1.2 Tears

3.3.2.1.2.1.3 Extensive fading

3.3.2.1.2.1.4 Loss of tags or embroidery

3.3.2.1.2.1.5 Abrasions (especially in areas

like elbows, knees, etc.)

3.3.2.1.2.1.6 Failure of testing ratings

3.3.2.1.2.1.7 Unraveling

3.3.2.1.2.1.8 Loose threading

3.3.2.1.2.1.9 Broken weaving

3.3.2.1.2.1.10 Soiled with potentially

flammable substances such as grease, oil, fuel, chemicals, solvents

3.3.2.1.2.1.11 Frayed collars, cuffs or seams

3.3.2.1.2.1.12 Any garment involved in an Arc

Flash Incident

3.3.2.1.3 Replacement garments shall be available for use and dropped off to SLVHCS within five (5) business day of discovered need.

3.3.2.2 All garments will be embroidered with VA logo.

3.3.2.3 All garments shall bare tags indicating the clothing PPE rating in cal/cm2.

3.3.2.4 All garments shall have a unique identifier for the purposes of:

3.3.2.4.1 Identifying who the garment has been issued to

3.3.2.4.2 Tracking garment inspections

3.3.2.5 All work garments shall carry an ATPV rating of 12 or higher

3.3.2.6 All garments shall meet NFPA 70E, 2112, 2113, 45, 652, ASTM F2178 and flammability requirements of ASTM 1506, and OSHA concerning fire resistant, fire retardant clothing.

3.3.2.7 All garments shall be laundered weekly at a minimum by the contractor.

3.3.2.8 All garments shall be available in the following colors at all times.

3.3.2.8.1 White shirts & Gray Pants

3.3.2.8.2 Gray shirts & Gray Pants

3.4 All items inspected, cleaned, or repairs shall be followed by a certified, tech stamped document indicating that a qualified employee has performed the work. The document shall indicate all work that was conducted on the garment.

3.5 All garments shall be submitted for approval by the VA prior to implementation.

Submittal process shall include:

3.5.1 Cut sheet on the garment indicating fabric blend, garment certifications, colors, material sample, testing criteria for the garment

3.5.2 This shall be completed with a physical signature.

3.6 Garment Drop Off/Pick up

3.6.1 At no point, will garments be picked up without assigned VA personnel present to witness and sign for materials. A report shall be given on the garments picked up, how many were picked up, the identifier for each garment. This shall be completed with a physical signature. All paperwork will be submitted to the COR weekly.

3.6.2 All new garments returned shall be witnessed and signed for by a VA designated VA personnel. The personnel must sign off on: the garment type, quantity, general state of the garment, identifier for the garment. This shall be completed with a physical signature. All paperwork will be submitted to the COR weekly.

3.6.3 The contractor shall provide a sealed container for garment deposit. The container shall be approved by the VA prior to implementation. The container must be capable of control to ensure no loss or removal of garments occurs without approval.

3.6.4 The COR will assign the VA personal approved to assist with the pick up and return.

3.7 Garment amounts

3.7.1 The contractor shall be prepared to provide no fewer than eleven (11) sets

(shirts and pants) for up to 75 people per period of performance. This quantity does not include replacements.

4.0 PERFORMANCE REQUIREMENT

4.1 Provide arc flash PPE work garment as required per this PWS. Inspections shall be conducted on the PPE to determine usability and ratings. Replace all work garments or repairs to meet rating requirements.

4.2 The contractor shall notify the VA should any PPE are found to have fallen outside of rating tolerance.

4.3 All certifications shall be accompanied by an electronic and paper copy.

5.0 REPORTS/DOCUMENTATION

The contractor shall provide a written report in Excel or Word to SLVHCS every month to include the following:

5.1 Certification and testing reports for each uniform issued to SLVHCS during the previous month

5.2 Total number of uniforms fitted for the previous month and a running tally for the period of performance to date

5.3 Total number of pick-ups conducted for the previous month and a running tally for the period of performance to date

5.4 Total number of repairs completed for the previous month and a running tally for the period of performance to date

5.5 Uniforms with highest repair/damage rates for the previous month and a running tally for the period of performance to date

5.6 Total number of failed pick-ups for the previous month and a running tally for the period of performance to date

6.0 Contractor Personnel

6.1. The Contractor’s Staff will include, when required inspection technicians, seamstress or subcontractors specifically qualified and trained to perform the tasks identified in the PWS. All technicians inspected the PPE noted herein shall have at least five (5) years of experience conducting maintenance, inspection and certification of fire retardant clothing, with a concentration in arc flash protection. Company experience with repair the garments noted herein five (5) years. All information concerning key personnel shall be submitted by the contractor prior to contract award and as part of the evaluation process.

6.2. The Contractor shall provide a qualified and experienced Project Manager (PM) for this contract.

The Project Manager shall have full authority to act for the Contractor and serve at all times to carry out all the provisions of the contract. The PM shall be in charge of and have overall responsibility for the work to be carried out under this contract.

8.0 CONDUCT

8.1. The Contractor’s employees at all times while on the job site, whether on or off duty, shall conduct themselves in a professional, orderly and safe manner. Rudeness, fighting, being under the influence of alcohol and/or drugs or possessing and/or consuming alcohol and/or drugs, gambling, soliciting, stealing, and any other conduct that interferes or has the potential to interfere with the Contractor’s performance of its duties under this contract, shall not be permitted on the job site and shall result in immediate and permanent removal from the job site of any employee engaging in such conduct from work.

8.2. The contractor and its personnel shall review and agree to comply with the Government’s Information Security System (ISS), and network policy.

8.3. This is a non-smoking facility. This includes e-cigarettes.

8.4. Neglect of duties shall not be condoned. This includes sleeping while on duty, unreasonable delays or failures to carry out assigned tasks, conducting personal affairs during duty hours and refusing to render assistance or cooperate in upholding the integrity of the worksite security.

8.5. Physical Security. The contractor shall safeguard all government property.

9.0 Quality Assurance Surveillance Plan

Performance Objective Standard Performance Threshold

Method of Surveillance

Weekly Pick Up services

Timely responsiveness Contractor responds within the timeframes noted in the PWS

>95% response time as noted in the contract

Periodic Surveillance

Timely delivery >95% response time as noted in the contract

Periodic Surveillance

Work Quality and work practices shall adhere to

OSHA, NEC and NFPA

OSHA, NEC and NFPA.

All work shall be conducted safely and in accordance with the agencies and directives associated or affiliated with the entities listed here. All work quality shall the requirements outlined by these entities.

100% compliance

Review of maintenance and inspection documents;

Observe contractor periodically while conducting maintenance

Clothing certification

All clothing shall be certified when repaired or replaced

100% compliance

Review of inspection documents;

Observe contractor periodically while conducting inspections all clothing with recent certifications shall be accompanied by documents indicating certification prior to placement in use.

100% compliance Review of signatures on documents

Reporting

All document shall be presented in excel or word document format.

100% compliance

Review of maintenance and inspection documents

Documents with original signatures may be submitted as PDF (scanned copies of originals)

100% compliance

All documents shall be readily accessible for the government use during life of the contract

100% compliance Periodic requests conducted

All documents shall be accurate without error

>95% compliance

All documents shall retain appropriate signatures and identification of technicians certifying work.

> 95% compliance

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 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from through .

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than , the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of ;

(2) Any order for a combination of items in excess of ; or

(3) A series of orders from the same ordering office within days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after .

FAR Number Title Date

852.203-70 COMMERCIAL ADVERTISING MAY 2018

C.5 VAAR 852.219-11 VA NOTICE OF TOTAL VETERAN-OWNED SMALL BUSINESS SET-

ASIDE (JUL 2016)(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 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov): and

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

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

(b) General.

(1) Offers are solicited only from verified veteran-owned small business concerns. All service-disabled veteran-owned small businesses are also determined to be veteran-owned small businesses if they meet the criteria identified in paragraph (a)(1) of this section. Offers received from concerns that are not veteran-owned small business concerns shall not be considered.

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

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

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

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

C.6 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.

https://www.vip.vetbiz.gov/

(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.

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.

C.8 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

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

C.9 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/

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE JUL 2016

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS

DEC 2013

(End of Addendum to 52.212-4)

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

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 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) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(4) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(5) 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:

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

[] (ii) Alternate I (NOV 2011) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (JAN 2011) of 52.219-4.

[] (13) [Reserved] [] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[] (iii) Alternate II (NOV 2011).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-7.

[] (iii) Alternate II (Mar 2004) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (AUG 2018) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JAN 2017) of 52.219-9.

[] (v) Alternate IV (AUG 2018) of 52.219-9.

[] (18) 52.219-13, Notice of Set-Aside of…