36C24121Q0356_1.docx

36C24121Q0356

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

518-21-4-4813-0071 36C24121Q0356 06-22-2021 Sterling Mathews 207 623-8411 ex 2240 07-19-2021 17:00

EDT

Department of Veterans Affairs Network Contracting Office 1 Contracting Office (90C) 1 VA Center Augusta

ME

04330 X X 561990 $12 Million N/A X Department of Veterans Affairs Bedford VAMC 200 Springs Road Bedford

MA

01730-1114 Department of Veterans Affairs Network Contracting Office 1 Contracting Office (90C) 1 VA Center Augusta

ME

04330

Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp P.O. Box 149971 Austin

TX

78714-9971 See CONTINUATION Page This is a non-personnel service, firm fixed price purchase order. Contractor shall provide all necessary personnel, labor, supervision, equipment, materials, and disposal necessary to provide document destruction to the Bedford VAMC in accordance to the Performance Work Statement, sec. B.2, pp. 4-9.

Period of Performance: Base Year: 1/1/2022 to 12/31/2022 Option Year 1: 1/1/2023 to 12/31/2023 Option Year 2: 1/1/2024 to 12/31/2024 Option Year 3: 1/1/2025 to 12/31/2025 Option Year 4: 1/1/2026 to 12/31/2026 Wage Determinations are applicable to this requirement and can be found at www.BetaSam.com, see Sec. D.1, p. 28.

All proposals shall be emailed to Sterling Mathews at sterling.mathews@va.gov on or before the due date and time.

See CONTINUATION Page X X Ann Marie Stewart

VA-VHA-SAOE-2018-7588D50F

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C241 Ann Marie Stewart Department of Veterans Affairs Network Contracting Office 1 Contracting Office (90C) 1 VA Center Augusta ME 04330

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 Financial Services Center http://www.fsc.va.gov/einvoice.asp P.O. Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PERFORMANCE WORK STATEMENT

1. Description of Services: The Contractor shall provide document destruction services for Government- provided documents, containing sensitive confidential and medical records. Destruction documents will be accomplished at the Bedford VA Medical Center and VA Community Based Outpatient Clinics (CBOCs) through the use of a vehicle equipped for mobile shredding. Contractor is responsible for maintaining liability insurance for the duration of the contract and for following all pertinent federal and state regulations with regards to transportation and destruction of medical documentation. All security waste shall be shredded on-site and transported to an appropriate location to be recycled. During shredding the waste material must be maintained in a secured container in a secured holding area, which will prevent any disclosure or unauthorized access. The destruction of the information must be witnessed either by a VA employee or, if authorized by the VA, by the contractor employee. The Bedford VA Medical Center shall not be required to separate documents by color or grade of paper, nor remove paper clips and other fasteners. Contractor shall furnish locks and keys for all the containers provided under this contract unless one key fits all; if so then the COR will request 10 keys for staff. Each container provided shall have information on it listing the acceptable and non-acceptable items that may be placed inside. No guarantees are made to the estimated number of pick-ups listed.

2. GENERAL REQUIREMENTS.

a. Provide 12 – 65-gallon, rollout, high-capacity, confidential waste containers with integrated wheels that allow them to be moved around a facility. The lid has a slot to add paper and a lock to keep contents secure until they are processed. To be used to store materials that need to be shredded securely between pickups. We will keep the 12 high-capacity, confidential waste containers stored in a staging area to be changed by Bedford VAMC staff when needed during the week. Vendor will pick up the 12 confidential waste containers from Building 8 Warehouse and shred at that location. b. Provide _115_ 36" tall front feed lockable consoles not to exceed 32-gallon capacity. To be placed around the medical center for staff to deposit any materials that need to be shredded. c. Pick up, the exact location, and scheduling for all shredding services shall be coordinated with the Government Point of Contact (COR) prior to commencement. d. Shred all materials on-site and transport the shredded material off-site for recycling. e. With the exception of the Bedford VA Medical Center, all associated Community-Based Outreach Center (CBOC) locations are leased. Due to varying lease expiration dates with the potential for locations to move, the lease locations are fluid and may be subject to change but will remain in the same general area. The following is a listing of the Government sites participating and their locations:

Bedford VA Medical Center (12 – 65-gallon, rollout, high-capacity, confidential waste containers, bi-weekly pickup) 200 Springs Road Bedford MA 01730 781-687-3098

Haverhill CBOC (1 console, monthly pickup) 215 Summer Street Haverhill MA 01830 781-687-4836

Gloucester CBOC (1 console, monthly pickup) 199 Main St Gloucester, MA 01930 781-687-4824

Lynn CBOC (1 console, monthly pickup) 225 Boston St #107 Lynn MA 01904

(781) 687-4852

3. HOURS OF OPERATION

a. Normal Hours: The normal hours of operations at the Bedford VA Medical Center and its leased locations are Monday through Friday from 7:00 am to 3:30 pm, excluding holidays. All work and services shall be performed during normal hours of coverage and shall be during the time period agreed upon with the COR. (Monday morning) There should be the capacity to start shredding at 7:00 or 7:30 am, depending on volume. This shall be communicated ahead of time by the COR. b. If a scheduled day for services falls on a Federal Holiday the contractor shall provide services the following day or a day previous agreed upon with the COR. Federal Holidays observed by VAMC:

*When a holiday falls on a Sunday, the following Monday shall be observed as a legal holiday by US Government agencies. When a holiday falls on a Saturday, the preceding Friday shall be observed as a legal holiday.

c. Also included would be any other day specifically declared by the President of the United States to be a National Holiday.

4. QUALITY ASSURANCE

5. CANCELLATION

a. The government may terminate this agreement or remove any component from the agreement with thirty days prior written notice to the Contractor. b. No work other than that called for in this contract is authorized. The Contracting Officer is the only person authorized to enact changes/additions to this contract.

6. PAYMENT: Payments shall be made monthly, in arrears, upon successful completion of the above listed requirements and after submission of a record of all services performed, and the receipt of properly prepared Certificates of Destruction and invoiced electronically. A properly prepared invoice shall include at a minimum, the Purchase Order Number, the Contract Number and the period of performance relative to the invoice.

7. PRIVACY/SECURITY

a. The Contractor shall observe and comply with the VA rules of Conduct and Standards. Contractor is responsible for ensuring all employees coming on station have read and are familiar with VHA Privacy Policy Training. (To be supplied by Privacy Officer.) Official notification of such shall be sent to the COR. The Contractor shall also need to be escorted on station during services until official Government background investigation has been done on Contract employee/s.

b. The Contractor shall provide a written "Certificate of Destruction" to the COR weekly upon completion of on-site shredding, to provide verification of the destruction of the contents of all containers and receptacles referenced. In addition, a Final Destruction certificate (date that shreds are pulped) is to be provided monthly to the Privacy Office located at Bedford VAMC.

Example: Bundles of shredded material picked up from Bedford VAMC and CBOCs between 1 August 2020 – 31 August 2020, delivered to pulp factory on 01 September 2020. Final Destruction occurred on 01 September 2020.

Signed by an authorized trained certified employee of the subcontractor or contractor.

- Date of document pickup.

- Weight/tonnage picked up.

- Date of Destruction.

- Method of Destruction.

- Description of the disposed records: Confidential documents.

- Statement that the documents were received secured.

- Statement that the documents were destroyed in the normal course of business.

- The signature of the individuals supervising and witnessing the destruction.

9. CONTRACTOR PERSONNEL: The Contractor shall provide qualified trained employees. The Contractor shall be required to comply with all security requirements of the VAMC. The Contractor is responsible for ensuring all employees possess all required licenses for operating all equipment used in the execution of this contract. The Contractor shall be responsible for coordinating with the COR and providing all information required of him or his employees for performance of work. The Contractor shall be responsible to ensure Contractor employees providing work on this contract are fully trained and completely competent to perform the required work. Contractor personnel must wear a common uniform or identification with the contractor's name printed in neat and professional manner, easily visible and readable.

10. SECURITY REQUIREMENTS: All contractor employees who require access to the Department of Veterans Affairs' computer systems and any documents containing sensitive and confidential information shall be the subject of a background investigation and must receive a favorable adjudication from the VA Office of Security and Law Enforcement prior to contract performance. This requirement is applicable to all subcontractor personnel requiring the same access. If the investigation is not completed prior to the start date of the contract, the contractor shall be responsible for the actions of those individuals they provide to perform work for VA.

11. CONTRACTOR RESPONSIBILITIES

a. The contractor shall bear the expense of obtaining background investigations. If the Office of Personnel Management (OPM) conducts the investigation, the contractor shall reimburse VA within 30 days. If timely payment is not made within 30 days from date of bill for collection, then VA shall deduct the cost incurred from the contractor’s 1st month(s) invoice(s) for services rendered.

b. As required, the contractor shall submit or have their employees submit the following forms to the VA Office of Security and Law Enforcement within 15 days of receipt:

(i) Standard Form 85P, Questionnaire for Public Trust Positions

(ii) Standard Form 85P-S, Supplemental Questionnaire for Selected Positions

(iii) FD 258, U.S. Department of Justice Fingerprint Applicant Chart

(iv) Optional Form 306, Declaration for Federal Employment

c. The Contractor shall inform the contract employee that when filling out Standard Form 85, that there should be no gaps in employment history. Any gaps in employment history on Standard Form 85 may result in rejection of the documentation for investigation.

d. The contractor, when notified of an unfavorable determination by the Government, shall withdraw the employee from consideration from working under the contract.

e. Failure to comply with the contractor personnel security requirements may result in termination of the contract for default.

f. The contractor shall be responsible to provide evidence to the COR that investigations have been completed or in the process of being requested within 15 calendar days from receipt of award.

g. The contractor is responsible for physical security and safeguarding all government documents. All vehicles/trucks utilized for Document Destruction/Shredding Services must be properly identified with contractor name.

12. GOVERNMENT RESPONSIBILITIES

13. CONTRACTOR REPORTING PERSON

14. CONTRACTOR VEHICLES: All Contractor vehicles utilized in this contract shall be insured (up to the minimum coverage required by the respective State) and maintain current state vehicle registration. All Contractor employees shall possess a valid State Driver's license and have a clean driving record. The Contractor or his/her employees while performing under this contract shall use no personal vehicles.

15. INSURANCE

16. PROTECTION OF GOVERNMENT PROPERTY: During work execution, the Contractor shall take special care to protect Government property. Contractor shall be responsible to meet all OSHA/Safety requirements in the performance of the work. This shall include but not be limited to taking all the necessary precautions to protect the patients, visitors and/or staff at each location. Contractor shall be held responsible for any injuries and/or damage, which may be caused as a result of the Contractors failure to adhere to these requirements.

17. IDENTIFICATION, PARKING, SMOKING AND VA REGULATIONS

a. The Contractor's employees shall always wear visible identification while on the premises of the VAMC.

b. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking is available from the COR. The VA will not invalidate or make reimbursement for parking violations of the Contractor under any conditions/circumstances.

c. Smoking, Vaping, and Tobacco use is prohibited on any VA property. (A copy of the smoking policy/locations will be provided to the Contractor upon request.)

d. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search.

e. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Bedford, Bi-Weekly 12 – 65-gallon, rollout, high-capacity waste containers Contract Period: Base POP Begin: 01-01-2022 POP End: 12-31-2022

Haverhill CBOC (1 console, monthly pickup)

Gloucester CBOC (1 console, monthly pickup)

Lynn CBOC (1 console, monthly pickup)

Bedford, Bi-Weekly 12 – 65-gallon, rollout, high-capacity waste containers Contract Period: Option 1 POP Begin: 01-01-2023 POP End: 12-31-2023

Haverhill CBOC (1 console, monthly pickup)

Gloucester CBOC (1 console, monthly pickup)

Lynn CBOC (1 console, monthly pickup)

Bedford, Bi-Weekly 12 – 65-gallon, rollout, high-capacity waste containers Contract Period: Option 2 POP Begin: 01-01-2024 POP End: 12-31-2024

Haverhill CBOC (1 console, monthly pickup)

Gloucester CBOC (1 console, monthly pickup)

Lynn CBOC (1 console, monthly pickup)

Bedford, Bi-Weekly 12 – 65-gallon, rollout, high-capacity waste containers Contract Period: Option 3 POP Begin: 01-01-2025 POP End: 12-31-2025

Haverhill CBOC (1 console, monthly pickup)

Gloucester CBOC (1 console, monthly pickup)

Lynn CBOC (1 console, monthly pickup)

Bedford, Bi-Weekly 12 – 65-gallon, rollout, high-capacity waste containers Contract Period: Option 4 POP Begin: 01-01-2026 POP End: 12-31-2026

Haverhill CBOC (1 console, monthly pickup)

Gloucester CBOC (1 console, monthly pickup)

Lynn CBOC (1 console, monthly pickup)

B.4 VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY LANGUAGE FOR

INCLUSION INTO CONTRACTS

1. GENERAL

Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

2. ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

a. A contractor/subcontrator shall request logical (technical) or physical access to VA information and VA information systems for their employees, subcontractors, and affiliates only to the extent necessary to perform the services specified in the contract, agreement, or task order.

b. All contractors, subcontractors, and third-party servicers and associates working with VA information are subject to the same investigative requirements as those of VA appointees or employees who have access to the same types of information. The level and process of background security investigations for contractors must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program. The Office for Operations, Security, and Preparedness is responsible for these policies and procedures.

c. Contract personnel who require access to national security programs must have a valid security clearance. National Industrial Security Program (NISP) was established by Executive Order 12829 to ensure that cleared U.S. defense industry contract personnel safeguard the classified information in their possession while performing work on contracts, programs, bids, or research and development efforts. The Department of Veterans Affairs does not have a Memorandum of Agreement with Defense Security Service (DSS). Verification of a Security Clearance must be processed through the Special Security Officer located in the Planning and National Security Service within the Office of Operations, Security, and Preparedness.

d. Custom software development and outsourced operations must be located in the U.S.

to the maximum extent practical. If such services are proposed to be performed abroad and are not disallowed by other VA policy or mandates, the contractor/subcontractor must state where all non-U.S. services are provided and detail a security plan, deemed to be acceptable by VA, specifically to address mitigation of the resulting problems of communication, control, data protection, and so forth. Location within the U.S. may be an evaluation factor.

e. The contractor or subcontractor must notify the Contracting Officer immediately when an employee working on a VA system or with access to VA information is reassigned or leaves the contractor or subcontractor’s employ. The Contracting Officer must also be notified immediately by the contractor or subcontractor prior to an unfriendly termination.

3. VA INFORMATION CUSTODIAL LANGUAGE

a. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data

- General, FAR 52.227-14(d) (1).

b. VA information should not be co-mingled, if possible, with any other data on the contractors/subcontractor’s information systems or media storage systems in order to ensure VA requirements related to data protection and media sanitization can be met. If co-mingling must be allowed to meet the requirements of the business need, the contractor must ensure that VA’s information is returned to the VA or destroyed in accordance with VA’s sanitization requirements. VA reserves the right to conduct on site inspections of contractor and subcontractor IT resources to ensure data security controls, separation of data and job duties, and destruction/media sanitization procedures are in compliance with VA directive requirements.

c. Prior to termination or completion of this contract, contractor/subcontractor must not destroy information received from VA, or gathered/created by the contractor in the course of performing this contract without prior written approval by the VA. Any data destruction done on behalf of VA by a contractor/subcontractor must be done in accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management and its Handbook 6300.1 Records Management Procedures, applicable VA Records Control Schedules, and VA Handbook 6500.1, Electronic Media Sanitization. Self-certification by the contractor that the data destruction requirements above have been met must be sent to the VA Contracting Officer within 30 days of termination of the contract.

d. The contractor/subcontractor must receive, gather, store, back up, maintain, use, disclose and dispose of VA information only in compliance with the terms of the contract and applicable Federal and VA information confidentiality and security laws, regulations and policies. If Federal or VA information confidentiality and security laws, regulations and policies become applicable to the VA information or information systems after execution of the contract, or if NIST issues or updates applicable FIPS or Special Publications (SP) after execution of this contract, the parties agree to negotiate in good faith to implement the information confidentiality and security laws, regulations and policies in this contract.

e. The contractor/subcontractor shall not make copies of VA information except as authorized and necessary to perform the terms of the agreement or to preserve electronic information stored on contractor/subcontractor electronic storage media for restoration in case any electronic equipment or data used by the contractor/subcontractor needs to be restored to an operating state. If copies are made for restoration purposes, after the restoration is complete, the copies must be appropriately destroyed.

f. If VA determines that the contractor has violated any of the information confidentiality, privacy, and security provisions of the contract, it shall be sufficient grounds for VA to withhold VA payment to the contractor or third party or terminate the contract for default or terminate for cause under Federal Acquisition Regulation (FAR) part 12.

g. If a VHA contract is terminated for cause, the associated BAA must also be terminated and appropriate actions taken in accordance with VHA Handbook 1600.01, Business Associate Agreements. Absent an agreement to use or disclose protected health information, there is no business associate relationship.

h. The contractor/subcontractor must store, transport, or transmit VA sensitive information in an encrypted form, using VA-approved encryption tools that are, at a minimum, FIPS 140-2 validated.

i. The contractor/subcontractor’s firewall and Web services security controls, if applicable, shall meet or exceed VA’s minimum requirements. VA Configuration Guidelines are available upon request.

j. Except for uses and disclosures of VA information authorized by this contract for performance of the contract, the contractor/subcontractor may use and disclose VA information only in two other situations: (i) in response to a qualifying order of a court of competent jurisdiction, or (ii) with VA’s prior written approval. The contractor/subcontractor must refer all requests for, demands for production of, or inquiries about, VA information and information systems to the VA contracting officer for response.

k. Notwithstanding the provision above, the contractor/subcontractor shall not release VA records protected by Title 38 U.S.C. 5705, confidentiality of medical quality assurance records and/or Title 38 U.S.C. 7332, confidentiality of certain health records pertaining to drug addiction, sickle cell anemia, alcoholism or alcohol abuse, or infection with human immunodeficiency virus. If the contractor/subcontractor is in receipt of a court order or other requests for the above-mentioned information, that contractor/subcontractor shall immediately refer such court orders or other requests to the VA contracting officer for response.

l. For service that involves the storage, generating, transmitting, or exchanging of VA sensitive information but does not require C&A or an MOU-ISA for system interconnection, the contractor/subcontractor must complete a Contractor Security Control Assessment (CSCA) on 36C24121Q0356 a yearly basis and provide it to the COR.

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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…