36C24220Q0007-001.docx

36C24220Q0007

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

Various By VISN 2 Location 36C24220Q0007 07-29-2019 Harsch, Michelle Michelle.Harsch@va.gov 585-297-1460 x72469 08-26-2019 3:00pm EST Department of Veterans Affairs Network Contracting Office (NCO) 2 2875 Union Road Suite 3500 Cheektowaga NY 14227 X 561990 $11 Million N/A X Department of Veterans Affairs Upstate NY Healthcare System c/o Buffalo VAMC 3495 Bailey Avenue Buffalo NY 14215 Department of Veterans Affairs Network Contracting Office (NCO) 2 2875 Union Road Suite 3500 Cheektowaga NY 14227

Tungsten Network http://www.tungsten-network.com/us/en /veterans-affairs

See CONTINUATION Page Sensitive document collection, removal and destruction services for all VA locations in Upstate New York as specified in the Statement of Work included herewith.

$0.00 See CONTINUATION Page

3600162-8854-856100-0100C1DZ2, 3600162-6854-856700-0100C1BZ2

3600162-4854-856100-0100C1AZ2, 3600162-5854-856400-0100C1A93

3600162-7854-856100-0100C1CZ2

X X X One Michelle A. Harsch Contracting Officer Table of Contents

B.2 STATEMENT OF WORK…………………………………………………………………..5

B.3 PRICE SCHEDULE………………………………………………………………….…...13

B.4 PRICE WORKSHEET…………………………………………………………………….18

D.2 WAGE DETERMONATIONS…………………………………………………………….51

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 36C242 Michelle A. Harsch

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.

Tungsten Network http://www.tungsten-network.com/us/en/veterans-affairs ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 STATEMENT OF WORK

Contracting Officer’s Representative (COR):

1. REQUIREMENT

Collection and destruction of sensitive documents from the VA Medical Centers located in Buffalo, Batavia, Albany, Bath and Syracuse along with any associated off-sites as listed at the following locations:

Serviced Weekly:

VA Medical Center 800 Irving Ave Syracuse, New York 13210

Serviced Bi-Weekly: (Every other Week)

Canandaigua VA Medical Center VA Rochester Outpatient Clinic 400 Fort Hill Avenue 260 Calkins Road Canandaigua, New York 14424 Henrietta, New York 14632

Serviced Monthly:

2. SCOPE

Description of Services: Contractor shall ensure that document information/material is secure from the point of pick-up to the point of destruction; ALL documents must be destroyed beyond recognition. The Contractor shall be required to make pick-ups as required of large volumes of documents generated for destruction, i.e. boxes of documents needing destruction on an as needed basis. Contractor shall use the checklist of sensitive bins for each site for every service and check off all have been serviced. The day(s) of pick-up shall be agreed upon by the Contracting Officer’s Representative (COR) and the Contractor. A schedule of service dates shall be provided to the COR on the first day of the contract. The COR representative for each medical center shall provide a listing of console and totter locations to be serviced, and other materials for destruction on the day of pick up. This checklist shall be kept current by both the COR and vendor.

Technicians servicing this contract are required to pass background checks performed by the Government at the Contractor’s cost along with TMS training BEFORE commencement of providing service under this contract. Training certificates must be provided to COR representative at each medical center location.

Each VISN facility shall have the opportunity to increase and/or decrease the number of bins utilized as needed.

· Contractor shall provide secured/locked consoles and totters free of charge, as needed.

· Contractor shall work with COR representatives in keeping the listing of consoles and totes current.

· If bins are removed from the facility the contractor shall fill out “Bins removed” form below with how many totes/consoles are leaving the facility at each site. This form shall be left with the COR representative or designee at end of day’s service.

· Contractor shall provide servicing of consoles and totters per instructions of COR.

· Contractor must be able to destroy materials regularly placed in consoles and totters of the following mixed type:

· Paper of any color, envelopes, labels

· Paper clips, staples, pharmacy pill containers, binding left on disposed paper Contractor shall destroy materials regularly placed in consoles and totters in the manner prescribed by VA Handbook 6500; Risk Management Framework for VA Information Systems – tier 3: VA Information Security Program; and VA Directive 6371, Destruction of Temporary Paper Records.

Final Destruction is the process through which temporary paper records are pulped, macerated, shredded or otherwise destroyed to a degree that definitively ensures that they are not readable or reconstructable to any degree. An original Certificate of Final Destruction, signed in ink, must be provided to the COR representative at each site after each shredding service and shall include the number of bins serviced and the total pounds shredded. Sensitive documents picked up from the VA must go directly to the point of destruction with no other stops. The contractor must provide written notification to the COR representative should there be stops before the point of final destruction. If there are any stops, the truck and contents must be secured.

The contactor shall destroy all material on the same day of pick up or provide written notification to the COR justifying why destruction is delayed and what the contractor has put in place to protect the material (electronic mail is acceptable). In no case shall the contractor hold any material for more than 24 hours. The contractor must have a process in place to ensure that the truck is always locked and the number of stops is limited when VA materials are on-board.

Contractor-Owned Supplies/Equipment:

The Contractor shall provide all sites covered by this contract totters and consoles at no cost to the Government. The VAMCs shall be allowed to increase or decrease the number of totters or consoles as needed. If an extra bin is needed for purging, the contractor shall supply the bin for the time necessary and then remove. Keys to all consoles and totes placed at the VA sites shall be provided only to the COR representative.

Consoles shall meet the following specifications:

· Approximate size - 35"-40" in height, 15"-19" in width, and 15"-19" in depth.

· Must be securely locked with a deadbolt mechanism.

· Must have a frontal opening approximately 2"X15" for depositing materials

· Must contain an inner bag that will hold approximately 100 pounds of material when full and secured inside (Inner bags are not used at the Bath facility)

· Must be aesthetically pleasing to the eye, preferably gray or similar light color in nature, and be able to accept labeling for acceptable material.

Totters shall meet the following specifications:

· Totters shall accommodate 65-95 gallons or 200-300 pounds of material when full.

· Totters shall be easily mobile (have wheels)

· Totters shall be plastic in nature

· Totters shall be locked with lock and Keys to be provided by Contractor to the COR or designee.

· Totters shall have a slot on top of unit approximately 2" X 17"

· Totters shall be able to accept labeling for type of material acceptable.

REQUIREMENTS AT EACH FACILITY

Facility Contractor Badge: Contractor personnel shall get a vendor badge from the Police Office at each medical center location. Badges must be returned to the Police Office at the end of the contract, the expiration date of the badge, or termination of Contractor employment.

Service Check List: A listing of all bins at the facility shall be provided to the technician(s) each service date. The technician must check off each bin serviced and turn in this checklist to the COR representative or designee at the end of each service date. These listings of bins are subject to change as bins are increased and/or decreased. The technician is to check off each room serviced; if a bin is not available to service, do not check off as serviced. Checklists are to be turned in to COR representatives at each site. Batavia checklist must be dropped off to COR in Buffalo.

Sign In/Out Sheet Locations In WNY – Sign in/out sheets in Buffalo are in the EMS office Rm. 63; and in Batavia in Building 3, Rm. 104, there are clip boards to sign in/out.

At Appletree Business Park – Ring door bell and check in with Administrative Officer in Rm. 14.

For the Bath facility, sign-in/out sheets and bin verification sheets are in Building 41, EMS. Contractor shall check in at all CBOCs and HBPCs reception.

At Stratton VA Albany, the sign in/out sheets are located in room SB-1, EMS Suite, on a bookshelf in a binder marked “Sign In.”

In Syracuse, the sign in/out sheet is in Building 2 Rm. A05 at the first desk on your right.

For Canandaigua VAMC and Rochester Outpatient Clinic, badges are to be secured from the PIV office Building 4 Rm. 121 and worn whenever on either station.

Bin Locations At Stratton VA Albany, the bins to be serviced shall be located on the EMS loading dock for emptying and shredding.

For Bath VAMC, bins are not to be removed from the campus, they are emptied into larger bins checking off bins via the checklist provided for its campus locations.

For Buffalo and Batavia VAMCs, bins are not to be removed from the campus, they are emptied into larger bins checking off bins via the checklist provided for its campus locations.

In Syracuse, the contractor shall remove all paper documents secured in room CL52. The documents will remain locked up in this area until picked up to be destroyed. The Contractor will pick up full containers located in Room CL52 and shred the paper media contained within the 95-gallon containers on site. The sensitive document bins in Syracuse are the property of the VAMC in Syracuse. There are 25 facility-owned 95-gallon lockable containers These containers are not to leave the Syracuse VAMC property. The bins are not be removed; all documents are to be destroyed on site.

In Canandaigua, the pickup location is Warehouse Building 11 Loading Dock and at the Rochester Outpatient Clinic it is the shipping dock. Contractor shall provide 17 secured 65-gallon bins for Canandaigua and 3 secured 65-gallon bins for ROPC to be stored at each site.

The “Bins Removed” form below shall be documented at time of service with how many totes are leaving the facility at each site Leave this form with the COR representative or designee at end of service.

Work Hours: Regular business hours for the EMS offices are 7:00 AM to 2:30 PM, Monday through Friday. The Contractor shall provide a work schedule with a timeframe and preferred day of service (i.e. Tuesday August 7th, 2015 7:00 AM EST) to the COR representative or his/her designee no later than the contract commencement date for approval. In Canandaigua hours are 7:00 AM to 3:00 PM and Rochester Outpatient Clinic hours are 7:00 AM to 7:30 PM. Syracuse hours of operation are 7:00 AM – 3:30 PM Monday-Friday. Any change in dates must be verified with the COR representative 24 to 48 hours before change may take place. If the regular scheduled pickup date is a Federal holiday, pickup shall be the following day.

Invoices: Invoices shall be billed per pound based on service check list at each medical center location. Pricing shall be based on pounds removed and shredded at each site. Charges shall be invoiced separately for each medical center location.

Documentation: The Contractor shall maintain an excel spreadsheet or other acceptable spreadsheet of pounds removed from each VAMC site and provide a copy monthly to all respective COR representatives reflecting the total pounds removed that month. The original, signed in ink, Final Certificate of Destruction must be given to the VA Medical Center COR representative after each service date. The Final Certificate of Destruction shall contain the following: date received, pounds removed that service date, method of disposal, certify during the witnessed shredding the date/time.

3. QUALITY ASSURANCE SURVEILLANCE PLAN

The Contractor, and not the Government, is responsible for management and quality control actions to meet the terms of the contract. The role of the Government is quality assurance to ensure contract standards are achieved. The Contractor and the COR shall develop specific monitors covering work performance and management under this contract. A copy of these monitors shall be maintained by both parties. Monitors shall be completed no later than six (6) weeks after date of award. The Government will monitor the Contractor’s performance under this contract utilizing customer complaints, performance requirements, and random quality assurance inspections.

Quarterly Meetings with COR:

It is the COR’s responsibility to develop a monthly schedule for activities based on the surveillance plan’s requirements. This schedule will cover the times during which work is being performed or re-performed under the terms of this contract. The surveillance schedule will be monthly. The monthly schedule will be completed by the last workday of the preceding month and a copy will be submitted electronically to the Contracting Officer for information. The COR will routinely inspect containers on site and document the inspection. Unannounced inspections will be completed periodically with the privacy Officer and COR to ensure information within the containers are safeguarded at all times.

4. SECURITY REQUIREMENTS

Final Destruction: Final Destruction is the process through which temporary paper records are pulped, macerated, shredded or otherwise destroyed to a degree that definitively ensures that they are not readable or reconstructable to any degree. Final destruction performed at or away from a VA facility must be performed, where practicable, by a bonded and insured recycler or paper mill, and any intermediary processes must protect the records until final destruction is completed. Final destruction will be witnessed by the contractor employee.

Final Destruction is the process through which temporary paper records are pulped, macerated, shredded or otherwise destroyed to a degree that definitively ensures that they are not readable or reconstructable to any degree. Methods of destruction carried out by a contractor must be witnessed by a Federal employee or, if authorized by the organization that created the records, a contractor employee may act as witness, and the written attestation shall be submitted to the organization that created the records. The contractor employee may be the vendor performing the destruction as long as a final certification of destruction is provided to VA.

Certifications of destruction must be maintained in accordance with applicable VA Records Control Schedules and should only be accepted from data destruction or recycle vendors after final destruction has actually taken place.

Contracts for destruction of temporary paper records must include specific clauses to ensure that PII and other sensitive temporary records are handled in a secure manner until they undergo final destruction. At a minimum, these contracts shall require documentation that any contractor who will handle the records until final destruction is completed is bonded and insured for paper/printed media destruction and can provide reasonable physical safeguards for the data throughout the destruction process.

Records Management Clause needs to be added to any Contracts requiring the creation, use, storage, or disposition of Federal Records:

Use of Contractor's site and services may require management of Federal records. If the contractor holds Federal records, the contractor must manage Federal records in accordance with all applicable records management laws and regulations, including but not limited to the Federal Records Act (44 U.S.C. chapters 21, 29, 31& 33), and regulations of the National Archives and Records Administration (NARA) at 36 CFR Chapter XII Subchapter B). Managing the records includes, but is not limited to secure storage, retrievability, and proper disposition of all federal records including transfer of permanently valuable records to NARA in a format and manner acceptable to NARA at the time of transfer. The agency also remains responsible under the laws and regulations cited above for ensuring that applicable records management laws and regulations are complied with through the life and termination of the contract.

5. CONTRACTOR PERSONNEL SECURITY REQUIREMENTS

All contractor employees will require a background investigation and must receive a favorable adjudication from the VA Office of Security and Law Enforcement prior to commencement performing contract services. This requirement is also applicable to all subcontractor personnel.

Position Sensitivity – The position sensitivity has been designated as Low Risk for Document Destruction services.

Background Investigation – The level of background investigation commensurate with the required level of access is National Agency Check with Written Inquiries (NACI/Tier 1).

Contractor Responsibilities

1. 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 contractors 1st month(s) invoice(s) for services rendered.

1. Training: All contractors and sub-contractor’s employees are required to complete VA’s Security Awareness and Privacy Training course annually on-line; TMS Course #10176. Contractor and subcontractors employees will provide a course certificate to the COR representative when completed.

1. The contractor shall prescreen all personnel requiring access to the computer systems to ensure they maintain a U.S. citizenship and are able to read, write, speak and understand the English language.

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

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

Government Responsibilities

a. The contracting officer will forward the names, social security numbers, and dates of birth of the contractor’s employees to the VA Law Enforcement Training Center/SIC.

b. The VA Law Enforcement Training Center/SIC will provide the necessary investigative forms to the contractor or to the contractor's employees, coordinate the background investigations, and notify the contracting officer and contractor of the results of the investigations.

c. The VA facility will pay for requested investigations in advance. A bill for collection will be sent to the contractor to reimburse the VA facility. The contractor will reimburse the VA facility 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 contractors 1st month(s) invoice(s) for services rendered.

d. The current fees associated with NACI/Tier 1 background investigations are $419.00 each for low level investigation.

B.3 PRICE SCHEDULE

10/1/19 – 09/30/20 Lb.

Bi-Weekly Service 10/1/19 – 09/30/20 Lb.

Lb.

Lb.

Lb.

Bi-Weekly Service

Lb.

Lb.

Lb.

10/1/20 – 09/30/21 Lb.

Bi-Weekly Service 10/1/20– 09/30/21 Lb.

10/1/20– 09/30/21 Lb.

Lb.

Lb.

Lb.

Lb.

10/1/21– 09/30/22 Lb.

Bi-Weekly Service 10/1/21– 09/30/22 Lb.

Lb.

Lb.

Lb.

Lb.

Lb.

10/1/22 – 09/30/23 Lb.

Bi-Weekly Service 10/1/22 – 09/30/23 Lb.

Lb.

Lb.

Lb.

Lb.

Lb.

Lb.

10/1/23 – 09/30/24 Lb.

Bi-Weekly Service 10/1/23 – 09/30/24 Lb.

Lb.

Lb.

Lb.

Lb.

Lb.

Lb.

B.4 PRICE WORKSHEET – to be used for evaluation purposes only.

10/1/19 – 09/30/20

Bi-Weekly Service 10/1/19 – 09/30/20

10/1/19 – 09/30/20

10/1/19 – 09/30/20

10/1/19 – 09/30/20

Bi-Weekly Service 10/1/19 – 09/30/20

10/1/19 – 09/30/20

10/1/19 – 09/30/20

Total Base Period:

10/1/20 – 09/30/21

Bi-Weekly Service 10/1/20– 09/30/21

10/1/20– 09/30/21

10/1/20– 09/30/21

10/1/20– 09/30/21

10/1/20– 09/30/21

10/1/20– 09/30/21

Total Option Period 1:

10/1/21– 09/30/22

Bi-Weekly Service 10/1/21– 09/30/22

10/1/21– 09/30/22

10/1/21– 09/30/22

10/1/21– 09/30/22

10/1/21– 09/30/22

10/1/21– 09/30/22

Total Option Period 2:

10/1/22 – 09/30/23

Bi-Weekly Service 10/1/22 – 09/30/23

10/1/22 – 09/30/23

10/1/22 – 09/30/23

10/1/22 – 09/30/23

10/1/22 – 09/30/23

10/1/22 – 09/30/23

10/1/22 – 09/30/23

Total Option Period 3:

10/1/23 – 09/30/24

Bi-Weekly Service 10/1/23 – 09/30/24

10/1/23 – 09/30/24

10/1/23 – 09/30/24

10/1/23 – 09/30/24

10/1/23 – 09/30/24

10/1/23 – 09/30/24

10/1/23 – 09/30/24

Total Option Period 4

Total Base Period plus Four (4) Option Periods:

SECTION C - CONTRACT CLAUSES

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

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

C.2 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from October 1, 2019 through September 30, 2020.

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

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

(End of Clause)

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

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than one (1) lb., the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of 10,000 lbs.;

(2) Any order for a combination of items in excess of 50,000 lbs.; or

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

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within five (5) days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-21 REQUIREMENTS (OCT 1995)

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