36C25919R0152-004.docx

36C25919R0152

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C25919R0152 07-30-2019 Francisco Velazquez 303-712-5723 08-14-2019 9:00 A.M.

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X X 238210 $15 Million X N/A X

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

Submitted Electronically Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Contractor shall provide service for uninterruptible power supply (UPS) full service coverage at the VA Cheyenne Health Care System in accordance with the Statement of Work.

See CONTINUATION Page X X X

RONNIE R. JONES

NCO1915L2-3411

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

B.1.1. Contract Administration: All contract administration matters will be handled by the following individuals:

B.1.1.1. CONTRACTOR: Name: _____________________________

Title: _____________________________

Company Name: _____________________________

Address: _____________________________

City/State/Zip Code: _____________________________

Phone/Fax: _____________________________

E-Mail: ______________________________

B.1.1.2. GOVERNMENT: Francisco Velazquez, Contract Specialist Department of Veterans Affairs Rocky Mountain Network

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village, CO 80111 Telephone: 303-712-5723

FAX: 303-712-5824

B.1.2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

B.1.3. GOVERNMENT INVOICE ADDRESS: Invoices shall be submitted in arrears:

B.1.4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted electronically to the VA Financial Services Center for payment processing, free of charge. For any questions about the e-invoicing program, please contact the FSC at the phone number or email address listed below:

· OB10/Tungsten e-Invoice Setup Information: (877) 752-0900

· OB10/Tungsten e-Invoice email: USClientServices@ob10.com

· FSC e-Invoice Contact Information: (877) 353-9791

· FSC e-invoice email: vafsccshd@va.gov

· The following two codes will be required when creating a vendor profile in OB10:

OB10 Buyer Number AAA544240062 Promo Code: VAPC7Y18

B.1.5. DUNS NUMBER: Please provide the Dun and Bradstreet Number assigned to your firm in the space provided: __________________.

B.1.6. TAX IDENTIFICATION NUMBER: Please provide the tax identification number to be utilized for this contract: __________________.

B.1.7. DEPARTMENT OF LABOR WAGE DETERMINATION: Department of Labor Wage Determination 2015-5405, Revision No. 7, Date of Revision, December 26, 2018

B.1.8. Period of Performance:

B.2 STATEMENT OF WORK

Uninterruptable Power Supply Services at VA Cheyenne Health Care System, WY

1. Scope. The Contractor shall provide all labor, tools, equipment, test equipment, material, parts, quality control, transportation and inspection manuals necessary to perform scheduled Preventative Maintenance (PM) and Over and Above (O&A) Maintenance on Uninterrupted Power Supply (UPS) System and components at the Cheyenne VA Medical Center. The Contractor shall also provide Personal Protective Equipment (PPE) and clothing, to include reflective clothing (belt, vest, etc.); hearing and eye protection, to include prescription safety glasses; safety harnesses; fall protection equipment; lifting equipment and any incidentals necessary to perform the requirements of this Statement of Work. (SOW). The equipment is listed in Appendix A.

1.1. The Contractor shall be responsible for insuring all services, parts and Original Equipment Manufacturer (OEM) components provided under this contract are In Accordance With (IAW) in accordance with the Manufacturer’s Specifications, Local, State, and Federal Standards.

2. Preventative Maintenance (PM). The objective of PM is to protect the equipment capability and investment by removing causes of failure, performing routine maintenance and providing adjustment to compensate for normal wear before failure occurs. The Contractor shall perform all PM’s IAW the manufacturer’s specifications, local, state, and federal standards. The Contractor shall perform two (2) PM’s per year on each item listed in Appendix A. The first PM shall be scheduled within fifteen (15) calendar days after the award of the contract and then every six (6) months thereafter. The Contractor shall provide updates on the UPS Systems as needed during the PM functions.

2.1.1. The Contractor shall provide a copy of the PM schedule to the Government Point of Contact (POC) within five (5) business days after contract award. The Contractor shall notify the POC seven (7) business days prior to each scheduled PM visit.

2.1.2. The Contractor shall inspect and test any inoperative batteries as needed during the PM function. The Contractor shall charge any dead batteries then if applicable, remove dead batteries and install new batteries.

3. Over and Above (O&A). O&A is defined as work discovered during the course of performing the repair efforts that is within the scope of the contract and necessary in order to satisfactorily complete the contract.

4. Malfunction and Notification Process. The Contractor will provide 24/7 emergency service. Upon occurrence of an equipment or system malfunction, the POC will contact the Contractor by telephone and provide the information below.

· the equipment identification number (ID#)

· a brief description of the malfunction

· location of equipment

· name and telephone number of the POC

4.1. If the Contractor is unable to answer the call immediately, the POC will leave a message. Within thirty (30) clock minutes of notification of the system malfunction, the Contractor shall contact the POC and troubleshoot the problem via telephone.

4.1.1. If the problem cannot be resolved via the telephone, the Contractor will be on site Within 4 clock hours.

4.1.2. If the malfunction cannot be resolved after two (2) business days of troubleshooting over the telephone, the Contractor shall notify the POC that a site visit is required.

4.1.3. On site coverage includes Labor Travel and on-site time for both remedial and emergency repair with exception of battery and full string capacitor replacement. All services/repairs will be performed in accordance with the Manufacturer’s Specifications, Local, State, and Federal Standards.

4.1.4. The Contractor shall not initiate any travel for on-site work or conduct any repairs prior to receiving the Contract Officer’s (CO) written authorization in response to an approved work request. Said work request shall be submitted in writing or email acceptable, through the designated POC to the CO.

5. Equipment Evaluations. The Contractor shall provide a written Estimate Repair Action Report to the POC by email NLT four (4) clock hours after the completion of the inspection. As a minimum, the information cited on the Estimate Repair Report shall include:

· the equipment ID#

· date of evaluation

· description of findings and recommendations

· required parts and part numbers (P/N)

· cost of parts

· number of parts needed

· estimated labor hours required to complete the repair

5.1. Any recommendations cited shall consider:

· the priority of the requested service

· available source for obtaining new parts

· the availability of the new parts

· shipping and delivery schedules of parts

· other factors which may be peculiar to the specific repair requirement

5.2. Authorizations for Repair Actions. The POC will coordinate any repair actions with the POC and the CO in order to proceed with the repair(s). The Contractor shall ensure all repair actions have the documented POC approval, before initiating any repair or ordering parts. The Contractor shall demonstrate to the POC that the repairs have been completed.

5.2.1. Once the authorization for a repair action has been received from the POC, the Contractor shall order any required parts within two (2) business days and notify the POC R, in writing, of the estimated arrival date of the parts. Upon the receipt of the parts, the Contractor shall perform the repair within five (5) business days. The POC will verify the receipt of the parts with the Contractor to ensure the repair is performed in a timely manner.

6. Parts and Materials. The Contractor shall provide and use only new parts and material in performance of this statement of work unless otherwise authorized by the CO. The contractor shall replace batteries when they cannot be charged or are damaged. Total battery replacement shall be accomplished every 4 years in a phased approach. The battery types currently used are shown below.

* Located in three areas

7. Service Report. Immediately upon completion of the maintenance support services and before leaving, the Contractor shall provide a written Service Report to the Government identified Technical POC. The POC will forward the Service Report to the POC within two (2) business days of receipt. The Contractor shall provide, by email, the final service report within five (5) business days to the POC. As a minimum, the final service report shall contain the following information:

· name of the company

· requested service date

· contract number

· equipment ID#

· description of services provided

· additional services recommended (if any)

· printed name and signature of technician who performed the services

· printed name and signature of on-site Government identified Technical POC or COR

· start and completion dates

· complete breakdown of the labor cost (hours and rate)

· materials and parts used

· details of any other charges

· printed name and signature stating only new parts and materials were used

· written verification statement that a performance check to verify operational condition was performed and that the equipment is in working order

8. Maintenance Documentation. The Contractor shall notify the POC upon completion of each PM or O&A requirement. PM and O&A actions shall be documented.

9. Hours of Operation. The Contractor shall perform the work required under this contract during the following days and hours: Monday through Friday, 8:00 am – 4:30 pm. If work hours are required outside the hours stated, the Contractor shall contact the COR for approval from the CO. Upon approval from the CO, POC must be present with the Contractor.

Federal Holidays:

Christmas Day

Any other day specifically declared a National Holiday by the President of the United States

10. Contractor Personnel. The Contractor shall provide the name of the Contract Manager (CM) and any alternates who shall act for the Contractor when the CM is absent. They shall be designated to the CO and POC, in writing, within five (5) business days after the contract award date. The Contractor shall provide telephone numbers and email addresses where the CM and alternates may be contacted at any time. The CM or alternate shall have full authority to act for the Contractor on all matters relating to operation of this contract. The CM or alternate shall be available to meet with Government personnel designated by the CO to discuss problem areas. The Contractor shall provide a CM who can read, write, speak, and understand English fluently.

10.1. The Contractor and Contractor personnel shall be required to identify themselves as Contractor personnel by introducing themselves or being introduced as Contractor personnel. The Contractor personnel shall also display distinguishing badges for meetings with Government personnel or while performing work. The Contractor and Contractor personnel shall identify themselves as Contractor employees in telephone conversations and in formal and informal written correspondence.

10.2. Listing of Contractor Employees. The Contractor shall provide an initial listing of the Contractor employees’ names and position titles to the POC within five (5) business days after the contract award date. Within five (5) business days, the Contractor shall also provide an updated listing of personnel to the POC when employees affecting the work of this contract change status or position.

11. Battery Disposal. The Contractor shall submit to the POC, ten (10) calendar days after contract award date, all Material Safety Data Sheets (MSDS) or Safety Data Sheets (SDS) for each type of battery to be used in performance of this SOW. The Contractor shall comply with the effective dates for Safety Data Sheets (SDS) requirements IAW the OSHA Hazardous Communication Standard, Title 29, Code of Federal Regulations (CFR) Part 1910.1200. The Contractor shall maintain copies of manufacturer MSDS/SDS for all batteries and MSDS/SDS shall always be readily accessible by Contractor personnel as well as Government employees. The Contractor shall recycle or dispose of the batteries in IAW environmental regulations. The Contractor shall provide a certificate of recycling or a letter from the company stating the method of disposal for the batteries. The POC will place a copy of the certificate or letter in the contract file. The Contractor shall report the quantity of batteries, in pounds, sent for recycling or disposal by providing an email or a copy of the actual certificate of recycling or disposal to the POC NLT the third (3rd) day after recycling or disposal.

12. Housekeeping. The Contractor shall keep the work areas clean and neat IAW industry standards, OSHA, fire and safety standards, and this SOW.

13. Emergency Procedures. The Contractor personnel shall follow the direction of the Government personnel with regard to emergency procedures, such as fire, tornado, active shooter, bomb threats, or other emergency. It is the responsibility of the Contractor to provide guidance and to establish procedures for its employees to respond to an emergency. It is the Contractor’s responsibility to account for their employees following an emergency evacuation. The Contractor personnel shall participate with the Government personnel in all fire and tornado drills at no additional cost to the Government.

B.3 PRICE/COST SCHEDULE

BASE YEAR: August 26, 2019 through August 25, 2020

Quantity

Cost

MO

Provide and install battery for the following items:

PECO II (Phone system Power) Marathon M12V155FT.

(Refurbished) computers/ servers/routers etc. Model AP9215RM for the APC Symmetra system.

TypeForm: T8053k22kk6xspt Toshiba Typeform: 80S3K12KK6XS2HS For PBX system and disposal of old battery.

EA

Total Cost

OPTION YEAR ONE: August 26, 2020 through August 25, 2021

Quantity

Cost

Provide and install battery for the following items:

(Refurbished) computers/ servers/routers etc. Model AP9215RM for the APC Symmetra system.

TypeForm: T8053k22kk6xspt

Total Cost

OPTION YEAR TWO: August 26, 2021 through August 25, 2022

Quantity

Cost

Provide and install battery for the following items:

(Refurbished) computers/ servers/routers etc. Model AP9215RM for the APC Symmetra system.

TypeForm: T8053k22kk6xspt

Total Cost

OPTION YEAR THREE: August 26, 2022 through August 25, 2023

Quantity

Cost

Provide & install battery for

- PECO II (Phone system power) Marathon M12V155FT.

- (Refurbished) computers/ servers/routers etc. Model AP9215RM for the APC Symmetra system.

-Type Form: T8053k22kk6xspt -Toshiba Typeform: 80S3K12KK6XS2HS

Total Cost

OPTION YEAR FOUR: August 26, 2023 through August 25, 2024

Quantity

Cost

Total Cost

* 0005, 1005, 2005, 3005, and 4004 Repair Parts are not to exceed $2000.00 per year if needed.

BASE YEAR: ____________________________

OPTION YEAR ONE: ____________________________

OPTION YEAR TWO: _____________________________

OPTION YEAR THREE: _____________________________

OPTION YEAR FOUR: _____________________________

36C25919R0152

TOTAL COST: _____________________________

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 60 days of the contract expiration date.

For the purposes of the award of this Contract, the Government intends to evaluate the option to extend services under FAR 52.217-8 as follows:

The evaluation will consider the possibility that the option can be exercised at any time, and can be exercised in increments of one to six months, but not for more than a total of six months during the life of the contract. The evaluation will assume that the prices for any option exercised under FAR 52.217-8 will be at the same rates as those in effect under the contract at the time the option is exercised. The evaluation will therefore assume that the addition of the price or prices of any possible extension or extensions under FAR 52.217-8 to the total price for the basic requirement and the total price for the priced options has the same effect on the total price of all proposals relative to each other, and will not affect the ranking of proposals based on price, unless, after reviewing the proposals, the Government determines that there is a basis for finding otherwise. This evaluation will not obligate the Government to exercise any option under FAR 52.217-8.

“The `specified' rates under this clause will be those rates in effect under the contract each time an option is exercised under this clause.”

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.4 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond September 30th of any fiscal year. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond September 30th of any fiscal year, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.5 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)

C.6 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses or veteran-owned small businesses 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 service-disabled veteran-owned small businesses or veteran-owned small businesses for subcontract work of the same or similar value.

(End of Clause) C.7 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.8 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

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

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

(End of Clause) (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…