36C26019Q0009-001.docx

36C26019Q0009

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

10-17-2018 José Ronstadt 360-852-9885 10-31-2018

4:00 PM PDT

Department of Veterans Affairs Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver WA 98662

X

561990 $11 Million

X

N/A

Department of Veterans Affairs Portland VA Medical Center Warehouse 1601 East Fourth Plain Blvd Vancouver WA 98661 Y Department of Veterans Affairs Network Contracting Office 20

5115 NE 82nd Ave, Suite 102 Vancouver WA 98662

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center

PO BOX 149971

Austin TX 78714-9971

See CONTINUATION Page A. The Department of Veterans Affairs, Roseburg, OR Medical Center requires document shredding services.

The requirement will be on a purchase order (PO), base year, plus four one-year options, to be exercised at the discretion of the government.

B. This procurement is a Total SDVOSB set-aside. To be eligible for award, an offeror shall be a listed as a verified SDVOSB in the VIP database and a small business concern under the applicable NAICS code at the time of submission of quotes and and prior to award of the contract.

C. Interested contractors shall complete blocks 30a.-30c. of this page; as well as complete the attached price schedule below, in Section B.3. Additionally, Section E contains details for how to prepare quotes.

$0.00

See CONTINUATION Page x x

José Ronstadt

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer 36C260 Department of Veterans Affairs Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver WA 98662

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center

PO BOX 149971

Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B. 2 STATEMENT OF WORK (SOW)

1. GENERAL PROCEDURE

1.1. The contractor shall provide all labor, personnel, equipment, supplies, shipping (origin), secured vehicles, materials, supervision and other related services necessary to provide on-site commercial document destruction services for the Department of Veterans Affairs (VA) Roseburg, OR Medical Centers, Community-Based Outpatient Clinics (CBOC) and administrative facilities listed in Section D, in accordance with VA regulations. Numbers of bins/consoles per location are provided in Section D. Consoles and bins to be provided by the contractor.

1.2. The goal of this procurement is to establish a safe and uniform process for shredding of documents that may or may not include sensitive data from the Veterans Integrated Service Network (VISN)20 locations. The use of secure shredding services will enable the VA to ensure that patient sensitive data be protected.

1.3. The Government shall notify the contractor of location changes prior five working days of any changes.

2. SHREDDING SPECIFICATIONS

2.1. The Contractor shall provide onsite document destruction services in the presence of a VA employee for Government provided documents containing classified, sensitive, confidential, and medical records.

2.2. The documents (paper data) shall be destroyed (shredded) per commercial standards including two-factor shredding.

2.3. Two-factor shredding is defined as the destruction of material through a two-step process.

2.4. A sample is to be provided as requested showing the documents destruction. Protected information contained on any other form of media will be removed, obliterated, or the media destroyed by or in the presence of a VA employee.

2.5. Bulk document shredding will be on an as needed basis. The VA will contact the vendor with an estimated amount of the boxes and/or pallets of documents and set up a time and date for the vendor to pick up.

2.6. Vendor must have the ability to shred items that are not considered paper (items in shredding bins that are not considered paper such as I.D. bands, CDs, I.D. cards, cardboard). No more than 15% of non-paper items will be included in each pickup.

2.7. VA Directive 6371 shall be followed.

3. INTERMITTENT/EMERGENCY ORDERS

3.1. In the event that additional onsite shredding is needed, the contractor shall be available within 48 hours’ notice to respond for unscheduled service and prices shall be in accordance with the location fee that is listed in the contract schedule.

4. CONTROL OF SECURITY WASTE

4.1. The Contractor shall be responsible for management, oversight, security, and control of all classified, sensitive, confidential documents and documents containing medical records stored in the locked containers, prior to and until completion of shredding or destruction of the documents.

5. SECURITY WASTE COLLECTION CONTAINERS (Bins, Consoles, Rolling Bins)

5.1. The contractor shall deliver the required number of locked security waste containers with key-locking lids at each VA facility. The containers shall be placed at the designated locations directed by the COR.

5.2. The containers shall be kept locked at all times. Temporary paper records that are collected for destruction must be kept in a manner that will prevent their content from being read by individuals with no official business need or right to access the data contained in them. The method of collecting and processing these temporary paper records must also prevent their loss or theft until their final destruction.

5.3. Contractors, subcontractors (or third parties) who handle VA temporary paper records shall require documentation in any and all subsequent contracts or agreements between the primary information destruction contractor and their subcontractors or third parties that the subcontractors or third parties shall provide sufficient reasonable safeguards for the temporary paper records, to the same standards required of the primary contractor, throughout the destruction process.

5.4. The contractor shall provide two sets of keys for each bulk container. One set of keys shall remain in the possession of the contractor or his employees at all times while at the Government site. The second set of keys shall be provided to the medical facility’s designated staff member.

5.5. Once documents are in the shred box, no human contact with the documents unless authorized by the designated VA employee for the purposes of shredding or retrieval if required.

5.6. The Contractor is responsible for maintaining all bulk containers in a clean, safe, and odor-free condition.

5.7. The number of containers may change as needs change. Contractor shall offer or remove containers as needed.

6. CERTIFICATION OF DESTRUCTION

6.1. The Contractor shall prepare and submit to the medical facilities COR an original signed Certificate of Destruction for each pick up for each site within three (3) working days of each pick up.

6.2. Methods of interim destruction carried out by an information destruction contractor must be witnessed by a VA employee or, if authorized by the VA organization that created the temporary paper records, a contractor (or subcontractor or third party) employee may act as witness. If a contractor (or subcontractor or third party) employee is the witness, then that individual must, prior to departing the VA location, provide the designated VA representative with documentation that acknowledges receipt of the temporary paper records.

6.3. VA personnel responsible for documenting the final destruction of temporary paper records must develop a tracking method for ensuring that a certificate of destruction is submitted for every shipment of temporary paper records released to an information destruction contractor.

6.4. When final destruction is carried out by a contractor (and its subcontractors or third parties) the parties must be a NAID certified, bonded, and insured contractor for paper/printed media destruction; or a non-NAID certified contractor (and its subcontractors or third parties) who can satisfy the standards outlined in Appendix A of VA Directive 6371 Destruction of Temporary Paper Records (April 8, 2014).

6.5. The contractor shall maintain proper records concerning each Certificate of Destruction issued. The Certificate of Destruction shall as a minimum contain the following:

6.5.1. Pick-up/Delivery Location

6.5.2. Pick-up/Delivery Date

6.5.3. Name of Government COR at Pick-up Location

6.5.4. Amount of shredded waste (number and type of containers picked up and pounds shredded)

6.5.5. Destruction Certification Document Number

6.5.6. Destruction Certification Date

6.5.7. Any other information as determined necessary by the Information Security Officer

7. ACTIVITY LOGS/REPORTS

7.1. The Contractor shall maintain an Activity Log of shredding/destruction services accomplished at each site. One copy of the Activity Log shall be provided to the facility COR after all documents have been shredded.

8. CONTRACTOR PERSONNEL

8.1. Provide all personnel, supervision, transportation (secure vehicles), and labor necessary to perform the driving, pick-up, and shredding of documents the specified locations. All personnel shall have the skills, knowledge, and training to satisfactorily perform the services required. Contractor will be responsible for training, providing uniforms, equipping, supervising, and discharging employees.

8.2. The Contractor shall provide qualified employees. Qualified is defined as:

8.2.1. The employee has passed the security and clearance requirements.

8.3. The Contractor shall be required to comply with all VA security requirements.

8.4. The Contractor shall be responsible for coordinating with the facility COR and providing all information required of employees for performance of work.

8.5. All security requirements must be met and employees cleared prior to the contractor performing work under the contract.

8.6. Provide each employee with a printed and laminated identification card containing the following information that is consistent with the employee information provided to the agency:

8.6.1. Employee's Typed Name

8.6.2. Employee's Title

8.6.3. Employee's Signature

8.6.4. Employee's Photograph

8.6.5. Company Name

8.7. Ensure that all employees:

8.7.1. Display (on their person) the picture identification card that clearly identifies them as authorized messengers for Contractor.

8.7.2. Wear company logo uniforms.

8.8. Employees that cannot meet the security and clearance requirements shall not be allowed to perform work under this contract.

8.9. A VA employee shall be designated to escort the contractor to all areas until all documents are shredded to the proper dimension.

9. CONTRACTOR SECURITY

9.1. The Office of Security and Law Enforcement provides Department-wide policy on the assignment of appropriate position sensitivity designations associated with Department of Veterans Affairs positions involving national security and public trust responsibilities, and on the level of background investigations required for applicants for, and incumbents of, those positions. In addition to VA employees, the policy and investigative requirements are applicable to contractor personnel who require access to VA information systems designated as sensitive.

9.2. If selected, a Business Associate Agreement (BAA) is required per directive 6371. A copy of the BAA is required within 90 days of the award.

9.3. All contracted employees of Contractor who will be providing Service for Center must understand and adhere to the following language:

9.3.1. As an independent contractor, (shredding company name), under contract with the Center, I fully understand that much of the information that is provided to (shredding company name) and its employees is privileged and legally and administratively restricted and falls under the provisions of the Privacy Act of 1974. The Privacy Act, the Safeguards, and the Criminal/Civil Sanctions paragraphs specify (shredding company name) responsibility and liability regarding disclosure of this information.

9.4. Contractor and subcontractor personnel who require access to VA information systems shall be subject to all necessary background investigations to ensure compliance with such policy. If such investigation has not been completed prior to contract commencement, the Contractor shall be responsible for the actions of those individuals performing under the contract.

9.5. The contract requires Contractor personnel to maintain U.S. citizenship; the Contractor shall be responsible for compliance. Regardless of U.S. citizenship requirements, Contractor personnel are required to read, write, speak, and understand the English language, unless otherwise specified in this contract or agreed to by the Government.

10. QUALITY ASSURANCE

10.1. The Government may inspect each task as completed or increase the number of quality control inspections if deemed appropriate because of repeated failures discovered during quality control inspections.

10.2. Likewise, the Government may decrease the number of quality control inspections if performance dictates. The Government will also receive and investigate complaints from various customers located at the business locations.

10.3. Provide professional customer service (i.e. being able to address concerns, issues, and other administrative functions in a timely and professional manner). "Timely manner" in the context of this contract means no later than close of next business day. The VA POC an COR shall be able to contact the Contractor at any time, when contract work is in progress, to provide notices, reports, or requests from the Contracting Officer or his/her representative.

10.4. Ensure the work be carried out in such a manner that there will be no interference with the proper execution of Government business. All persons employed in contract work shall, while on the premises, comply with all building regulations.

10.5. Provide the VA Medical Center POC and COR with two (2) contacts (a primary and an alternate) who the VAMC Center can reach during Contractor’s business hours. Information to include:

10.5.1. Name

10.5.2. Contact numbers (phone, mobile, pagers)

10.6. A 24-hour emergency contact (name, telephone #, mobile #) available during Contractor’s non-business hours.

11. BADGES AND PARKING

11.1. All Contractor personnel are also required to wear Vendor ID Badges noting Contractor Name, Personal Name, and Photo of Contractor.

11.2. It is the responsibility of the contractor’s personnel to park in the appropriate designated parking areas. Parking information is available from the participating healthcare center’s Security Office.

11.3. VA will not validate or make reimbursement for parking violations of the contractor's personnel under any circumstance.

12. CHANGES:

12.1. The awarded Contractor is advised that only the Contracting Officer, acting within the scope of the contract has the authority to make changes which affect the contract in terms of quality, quantity, price or delivery.

12.2. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment shall be made in the contract price to cover any increase in costs incurred as a result thereof.

12.3. All route changes must be provided to the VAMC point of contact and contracting officer within 24 hours of the change. All scheduled pickup times and dates must still be adhered to during a route change unless agreed upon by the VAMC point of contact and contracting officer.

12.4. Any deviations from the scheduled pickup times and dates must be agreed upon by the VAMC point of contact and contracting officer.

12.5. All changes to delivery times and dates require notification in writing to the VAMC point of contact and the contracting officer.

13. NO SMOKING POLICY:

13.1. Except in designated areas smoking is strictly prohibited inside and on the patios and balconies of all buildings and within 35 feet of all openings of all buildings. “Smoking” is defined as the burning of any cigarette, cigar, or other tobacco product.

14. HOURS OF SERVICES:

14.1. The contractor shall perform the services as specified herein Monday through Friday with the exception of National Holidays (see below) between the hours of 7:30 a.m. – 4:30 p.m.

14.2. The contractor is not required to provide service on the following U.S. Government holidays, nor will the Contractor be paid for these holidays.

National holidays observed by the Federal Government:

14.3. If a holiday falls on Sunday, the following Monday will be observed as the National Holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a National Holiday by U.S. Government agencies. Also included would be any national holiday specifically declared by the President of the United States.

15. LOCATIONS – See Section D for facility addresses and Roseburg VAMC map

B.3 PRICE/COST SCHEDULE

Roseburg VA Health Care System Document Destruction Shredding Services. Location and pick up information located in Section D.

Contract Period: Base Year POP Begin: 04-01-2019 POP End: 03-31-2020

Option Year 1 Roseburg VA Health Care System Document Destruction Shredding Services. Location and pick up information located in Section D.

Contract Period: Option 1 POP Begin: 04-01-2020 POP End: 03-31-2021

Option Year 2 - Roseburg VA Health Care System Document Destruction Shredding Services. Location and pick up information located in Section D.

Contract Period: Option 2 POP Begin: 04-01-2021 POP End: 03-31-2022

Option Year 3 - Roseburg VA Health Care System Document Destruction Shredding Services. Location and pick up information located in Section D.

Contract Period: Option 3 POP Begin: 04-01-2022 POP End: 03-31-2023

Option Year 4 - Roseburg VA Health Care System Document Destruction Shredding Services. Location and pick up information located in Section D.

Contract Period: Option 4 POP Begin: 04-01-2023 POP End: 03-31-2024

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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 52.252-2 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.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 60 days prior to contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 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 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.5 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 contract expiration.

(End of Clause)

C.6 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

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

(a) This solicitation includes 852.219-10.

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

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

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

(End of clause)

C.8 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2012)

(a) Definitions. As used in this clause—

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

(2) Designated agency office has the meaning given in 5 CFR 1315.2(m).

(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.

(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. (See Web site at http://www.fsc.va.gov/einvoice.asp.)

(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). The X12 EDI Web site (http://www.x12.org) includes additional information on EDI 810 and 811 formats.

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

(e) Exceptions. If, based on one of the circumstances below, 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) (End of Addendum to 52.212-4) C.9 52.212-5 CONTRACT TERMS AND CONDITIONS…