66IIIR1_AmendA00004-IDCs-BAA-and-SubPlan.doc

797-FSS-03-0001-R1

Amendment A00004

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (MAY 2012)

(a) Definitions. As used in this clause—

“Inverted domestic corporation” means a foreign incorporated entity which is treated as an inverted domestic corporation under 6 U.S.C. 395(b), i.e., a corporation that used to be incorporated in the United States, or used to be a partnership in the United States, but now is incorporated in a foreign country, or is a subsidiary whose parent corporation is incorporated in a foreign country, that meets the criteria specified in 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c). An inverted domestic corporation as herein defined does not meet the definition of an inverted domestic corporation as defined by the Internal Revenue Code at 26 U.S.C. 7874.

“Subsidiary” means an entity in which more than 50 percent of the entity is owned—

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

(b) If the contractor reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance of this contract, the Government may be prohibited from paying for Contractor activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the Contractor fails to perform in accordance with the terms and conditions of the contract as a result of Government action under this clause.

(c) Exceptions to this prohibition are located at 9.108-2.

52.209-2 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS—REPRESENTATION (MAY 2011)

(a) Definitions. Inverted domestic corporation and subsidiary have the meaning given in the clause of this contract entitled Prohibition on Contracting with Inverted Domestic Corporations (52.209-10).

(b) Relation to Internal Revenue Code. An inverted domestic corporation as herein defined does not meet the definition of an inverted domestic corporation as defined by the Internal Revenue Code at 26 U.S.C. 7874.

(c) Representation. By submission of its offer, the offeror represents that—

(1) It is not an inverted domestic corporation; and

(2) It is not a subsidiary of an inverted domestic corporation.

NOTICE OF ADDITIONAL REQUIREMENTS - ORDERING LEVEL

In addition to the terms and conditions set forth in this solicitation, the contractor may, in the performance of orders issued under this contract, be responsible for further requirements at the ordering level. If the contractor will have access to Protected Health Information (PHI) in the performance of an order, then a VA ordering activity may require the FSS contractor to enter into a Business Associate Agreement (BAA) to be in compliance with privacy laws and VA contract security requirements and policies, including those outlined in VA Handbook 6500.6, Contract Security. It is VA’s policy that if the FSS contractor will be providing services at more than one VA facility, the FSS contractor should not be required to enter into multiple agreements; instead a national BAA should be executed. If further guidance is needed, please contact James "Mickey" Gwyn, Business Associate Program Manager, (615) 898-1512 or e-mail VHABAAIssues@va.gov.

Additional contractor tasks/special requirements may be necessary when access to a government facility is needed to perform orders issued under this contract. These tasks/requirements may include, but are not limited to, security clearances, travel, insurance, and certifications, licenses and accreditations.

SUBCONTRACTING PLAN – MONITORING AND COMPLIANCE NOTICE

This solicitation includes FAR 52.219-9, Small Business Subcontracting Plan. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing the contractor’s compliance with the plan, including reviewing the contractor’s accomplishments in achieving the subcontracting goals in the plan. 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 the contractor’s compliance with this requirement. 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 CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. 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 CO to assess the contractor compliance with the subcontracting plan.

SMALL BUSINESS SUBCONTRACTING PLAN

(Model Outline*) (April 2012 Version)

SUBCONTRACTING PLAN PERIOD:

Individual plans should cover the entire period of performance, and commercial plans should coincide with the company’s fiscal year. In the event your company's fiscal year is for a period that will end before the contract periods of any federal contracts you hold which include the requirement to have a small business subcontracting plan, you will be required to submit a new subcontracting plan for approval thirty (30) days prior to expiration of the existing subcontracting plan. In the event an acceptable plan cannot be negotiated prior to expiration of the existing subcontracting plan, your contract(s) may be terminated.

DATE SUBMITTED:

NAME OF PLANHOLDER:

SUBSIDIARIES INCLUDED:

ADDRESS:

ITEM/SERVICE:

1. TYPE OF PLAN

List the total estimated dollar value of all planned subcontracting (to all types of business concerns, both large and small). Select only one of the following:

a) Individual Plan (This Contract Only) Contract #/Solicitation # Total value of projected subcontracts (both large and small businesses) $

b) Commercial Division-wide Plan

Total projected sales

(Subcontracts Represent % of Total Annual Sales)

c) Commercial Company-wide Plan

Total projected sales

(Subcontracts Represent % of Total Annual Sales)

* Federal Acquisition Regulation (FAR), paragraph 19.708(b)(1), prescribes the use of the clause at FAR 52.219-9 entitled "Small Business Subcontracting Plan." The following is a suggested model for use when formulating such subcontracting plan. While this model plan has been designed to be consistent with FAR 52.219-9, other formats of a subcontracting plan may be acceptable. However, failure to include the essential information as exemplified in this model may be cause for either a delay in acceptance or the rejection of an offer where the clause is applicable. Further, the use of this model is not intended to waive other requirements that may be applicable under FAR 52.219-9 or that may appear in the Government’s solicitation. "SUBCONTRACT," as used in this clause, means any agreement (other than one involving an employer-employee relationship) entered into by a federal government prime contractor or subcontractor calling for supplies or services required for performance of the contract or subcontract.

2. GOALS

State separate dollar and percentage goals, expressed in terms of percentages of the total available subcontracting dollars listed in the previous section.

a) Total estimated dollar value and percent of planned subcontracting with small businesses (SB) (including ANCs and Indian tribes), veteran-owned small, service-disabled veteran-owned small, HUBZone small, small disadvantaged (including ANCs and Indian tribes), and women-owned small business concerns:

$ and %

b) Total estimated dollar value and percent of planned subcontracting with veteran-owned small businesses (VO):

$ and %

c) Total estimated dollar value and percent of planned subcontracting with service-disabled veteran-owned small businesses (SDVO) (Note: This is a subset of veteran-owned):

$ and %

d) Total estimated dollar value and percent of planned subcontracting with small disadvantaged businesses (SDB) (including ANCs and Indian tribes):

$ and %

e) Total estimated dollar value and percent of planned subcontracting with women-owned small businesses (WO):

$ and %

f) Total estimated dollar value and percent of planned subcontracting with HUBZone small businesses (HUB):

$ and %

3. PRODUCTS AND/OR SERVICES

The principal types of products and/or services that will be subcontracted under this plan to all types of businesses (both large and small) are as follows:

The types of products and/or services to be subcontracted to SBs and the subcategories are:

SB:

VO:

SDVO:

SDB:

WO:

HUB:

4. GOAL DEVELOPMENT

The following method was used in developing the subcontracting goals:

5. IDENTIFYING POTENTIAL SOURCES

The following methods were used to identify potential sources for solicitation purposes (See FAR 52.219-9(d)(5) for examples of methods that may be used.):

6. INDIRECT COSTS

Indirect costs FORMCHECKBOX have FORMCHECKBOX have not been included in the dollar and percentage subcontracting goals stated above. (Check one.)

If "have been" is checked (and you are proposing an individual plan), explain the method used in determining the proportionate share of indirect costs to be incurred with small business (including Alaska Native Corporations and Indian tribes), veteran-owned small business, service-disabled veteran-owned small business, small disadvantaged business (including ANCs and Indian tribes), women-owned small business, and HUBZone small business concerns. Note: Commercial planholders who choose to include indirect costs will not need to provide the aforementioned explanation because the costs will be applied at 100%.

7. PROGRAM ADMINISTRATOR

The following individual will administer the subcontracting program:

NAME:

TITLE:

ADDRESS:

TELEPHONE:

E-MAIL:

This individual's specific duties, as they relate to the firm's subcontracting program, are as follows:

8. EQUITABLE OPPORTUNITY

The following efforts will be taken to assure that small business, veteran-owned small business, service-disabled veteran-owned small business, small disadvantaged business, women-owned small business, and HUBZone small business concerns will have an equitable opportunity to compete for subcontracts:

9. FLOW-DOWN CLAUSE

The offeror agrees that the FAR clause of this contract entitled “Utilization of Small Business Concerns” (52.219-8) will be included in all subcontracts which offer further subcontracting opportunities, and all subcontractors (except small business concerns) that receive subcontracts in excess of $650,000 with further subcontracting possibilities will be required to adopt a subcontracting plan that complies with the requirements of this clause.

NOTE: FAR 52.219-9(j) states that “subcontracting plans are not required from subcontractors when the prime contract [i.e. your VA contract] contains the clause at 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items”. This clause is in all VA FSS and NCS contracts. Therefore, only the first part of the above flow-down language, that is the requirement to flow-down 52.219-8, is applicable.

10. REPORTING & COOPERATION

The offeror agrees to

(i) Cooperate in any studies or surveys as may be required;

(ii) Submit periodic reports so that the Government can determine the extent of compliance by the offeror with the subcontracting plan;

(iii) Submit the Individual Subcontracting Report (ISR) and/or the Summary Subcontract Report (SSR), in accordance with the paragraph (l) of this clause using the Electronic Subcontracting Reporting System (eSRS) at http://www.esrs.gov . The reports shall provide information on subcontract awards to small business concerns (including ANCs and Indian tribes that are not small businesses), veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns (including ANCs and Indian tribes that have not been certified by the Small Business Administration as small disadvantaged businesses), women-owned small business concerns, and Historically Black Colleges and Universities and Minority Institutions. Reporting shall be in accordance with this clause, or as provided in agency regulations;

(iv) Ensure that its subcontractors with subcontracting plans agree to submit the ISR and/or the SSR using eSRS;

(v) Provide its prime contract number, its DUNS number, and the e-mail address of the offeror’s official responsible for acknowledging receipt of or rejecting the ISRs, to all first-tier subcontractors with subcontracting plans so they can enter this information into the eSRS when submitting their ISRs; and

(vi) Require that each subcontractor with a subcontracting plan provide the prime contract number, its own DUNS number, and the e-mail address of the subcontractor’s official responsible for acknowledging receipt of or rejecting the ISRs, to its subcontractors with subcontracting plans.

11. RECORDKEEPING

The following is a description of the types of records that will be maintained concerning procedures that have been adopted to comply with the requirements and goals in the plan, including establishing source lists; and a description of the offeror’s efforts to locate small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns and award subcontracts to them. The records shall include at least the following (on a plant-wide or company-wide basis, unless otherwise indicated):

(i) Source lists (e.g., CCR), guides, and other data that identify small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns.

(ii) Organizations contacted in an attempt to locate sources that are small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, or women-owned small business concerns.

(iii) Records on each subcontract solicitation resulting in an award of more than $150,000, indicating --

(A) Whether small business concerns were solicited and if not, why not;

(B) Whether veteran-owned small business concerns were solicited and, if not, why not;

(C) Whether service-disabled veteran-owned small business concerns were solicited and, if not, why not;

(D) Whether HUBZone small business concerns were solicited and, if not, why not;

(E) Whether small disadvantaged business concerns were solicited and if not, why not;

(F) Whether women-owned small business concerns were solicited and if not, why not; and

(G) If applicable, the reason award was not made to a small business concern.

(iv) Records of any outreach efforts to contact --

(A) Trade associations;

(B) Business development organizations;

(C) Conferences and trade fairs to locate small, HUBZone small, small disadvantaged, and women-owned small business sources; and

(D) Veterans service organizations.

(v) Records of internal guidance and encouragement provided to buyers through --

(A) Workshops, seminars, training, etc., and

(B) Monitoring performance to evaluate compliance with the program’s requirements.

(vi) On a contract-by-contract basis, records to support award data submitted by the offeror to the Government, including the name, address, and business size of each subcontractor. Contractors having commercial plans need not comply with this requirement.

Signed:

Typed Name:

Title:

Date Signed:

Plan Approved by (Government official): ____________________________________________

Typed Name:

Contracting Officer

Date Approved: ________________________________________________

Prior Year Goals Prior Year Achievements Current Goals

Total Subcontracting Dollars +

Small Business Dollars Small Business Percent Small Veteran-owned Dollars

Small Veteran-owned Percent

Service-Disabled Veteran-

Owned Dollars

Service-Disabled Veteran-

Owned Percent Small Disadvantaged Dollars

Small Disadvantaged Percent

Small Women-owned Dollars

Small Women-owned Percent

HUBZone Small Business Dollars

HUBZone Small Business Percent

Round percentages to two decimal places and dollar figures to the nearest whole dollar.

* If total prior year contract achievements are not available, use actual figures and estimate/prorate balance.

+ Including subcontracting dollars for small and large businesses

5. PROJECT NO.

CODE

7. ADMINISTERED BY

2. AMENDMENT/MODIFICATION NO.

6. ISSUED BY

8. NAME AND ADDRESS OF CONTRACTOR

4. REQUISITION/PURCHASE REQ. NO.

3. EFFECTIVE DATE

9A. AMENDMENT OF SOLICITATION NO.

9B. DATED

PAGE OF PAGES

10A. MODIFICATION OF CONTRACT/ORDER NO.

10B. DATED

BPA NO.

1. CONTRACT ID CODE

FACILITY CODE

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

E. IMPORTANT:

is extended,

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR AC-

KNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY is not extended.

12. ACCOUNTING AND APPROPRIATION DATA

(REV. 10-83)

is required to sign this document and return ___________ copies to the issuing office.

is not, A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

15C. DATE SIGNED

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES

SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER

BY

Contractor

16C. DATE SIGNED

14. DESCRIPTION OF AMENDMENT/MODIFICATION

16B. UNITED STATES OF AMERICA

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER

16A. NAME AND TITLE OF CONTRACTING OFFICER

15B. CONTRACTOR/OFFEROR

STANDARD FORM 30

NSN 7540-01-152-8070

PREVIOUS EDITION NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.243

(Type or print)

(Type or print)

(Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

(No., street, county, State and ZIP Code)

(If other than Item 6)

(Specify type of modification and authority)

(such as changes in paying office, appropriation date, etc.)

(If required)

(If applicable)

(SEE ITEM 11)

(SEE ITEM 13)

(X)

(X)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

(Signature of person authorized to sign)

(Signature of Contracting Officer)

A00004

07/24/2012

Department of Veterans Affairs

OA&L / National Acquisition Center

Building 37

1st Avenue, One Block North of Cermak

Hines IL 60141

Department of Veterans Affairs

OA&L / National Acquisition Center

Building 37

1st Avenue, One Block North of Cermak

Hines IL 60141

To all Offerors/Bidders

797-FSS-03-0001-R1

X 7/1/2008

X

SOLICITATION REVISIONS - This solicitation is being amended to include the following revisions.

Added: 52.209-2 Prohibition on Contracting with Inverted Domestic Corporations - Representations (May 2011)

Added: 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (May 2012)

Added: Notice of Additional Requirements - Ordering Level

Added: Subcontracting Plan Monitoring and Compliance Notice

Revised: Subcontracting Plan Template (April 2012)

See attached pages for the complete text of these changes.

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