36C24224Q0105_1.docx

36C24224Q0105

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.

UEI:

EFT:

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. SIGNAT

URE 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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

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

36C24224Q0105 12-13-2023

ACEVEDO, NATALIE

718-584-9000 X 2105 01-03-2024

10:00 AM

EST

36C242 Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx NY 10468-3904 X X 562111 $47 Million N/A X Department of Veterans Affairs Stratton VA Medical Center 113 Holland Avenue Albany NY 12208-3410 36C242 Department of Veterans Affairs James J. Peters VA Medical Center Network Contracting Office 2 130 West Kingsbridge Road Bronx NY 10468-3904

Tungsten Network https://www.tungsten-network.com/ customer-campaigns/veteransaffairs/

See CONTINUATION Page Trash Removal and Recycling Services at Albany VA Medical Center IAW with the Statement of Work and Price/Cost Schedule included herein.

Quoters shall submit all technical questions regarding this solicitation to Contracting Officer in writing, via email, to natalie.acevedo.gov on or before 10:00 AM EST, December 20, 2023.

Provide all that is required in sections 52.212-1 and 52.212-2.

Quoters shall submit their quote via email to Natalie Acevedo at natalie.acevedo@va.gov by 10:00 AM, EST January 03, 2024.

Please note that this is 100% set-aside for Service-Disabled Veteran Owned Small Businesses (SDVOSB). All Quoters must be listed as a verified SDVOSB at https://veterans.certify.sba.gov/.

See CONTINUATION Page X X X

ACEVEDO, NATALIE

Contracting Officer 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 36C242 ACEVEDO, NATALIE Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx NY 10468-3904

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.

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

36C24224Q0105

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B.2 STATEMENT OF WORK

STATEMENT OF WORK

Trash Removal and Recycling Service Albany, NY

Background:

The Stratton VA Medical Center is seeking to provide for the requirement of performing trash removal and recycling services at the Medical Center, Albany, NY. Estimated tonnage is 450-550 tons per year.

Type of Contract: Firm Fixed Price (FFP) Indefinite Delivery Indefinite Quantity (IDIQ) contract for 12-month base year with 4 option years.

I. Trash Removal

A. Scope of Work:

1. The Contractor shall furnish one (1) hinged-top 5-6 cubic yard trash container for the disposal of miscellaneous trash materials. The contractor shall furnish a thirty (30) yard trash compactor for compacting trash.

Contractor shall furnish the necessary vehicle for hauling a self-contained compactor. Vehicle must be in compliance with all Federal, State, and local requirements for inspection and operation of such equipment.

The Contractor shall be required to assume full liability for compliance with all current Federal, State, and local laws, regulations and rules governing the removal of such waste materials, specifically 6 NYCRR.

2. The Contractor shall dispose of waste generated by the VAMC in such a manner as not to cause conditions detrimental to public health, or to constitute a public nuisance.

The Contractor shall ensure the ramp of the trash compactor is in the fully extended position and the external power is turned off prior to disconnection of the container. The Contractor shall clean any trash and/or garbage which is scattered as a direct result of disconnection of the waste container from the contractor owned compactor unit during each scheduled pick-up. The Waste pick-up areas must be left in a clean condition. Upon return of the empty trash container, the Contractor shall reconnect the container to the compactor unit and ensure that the external power is turned on.

3. The Contractor is required to sanitize the contractor owned trash compactor on a monthly basis. Notification for sanitization shall be given to the Contractor by the Contracting Officer's Representative (COR) at least 48 hours in advance. The Contractor shall provide a temporary open-faced container for use by the VA during the sanitizing of the contractor owned compactor. Repainting and rehabilitation of the Contractor-owned trash container shall be performed periodically to ensure that the device is neat, clean, and satisfactory for its intended purpose.

B. Location of Pick-up Points.

Contractor-owned Trash Compactor/Container: Located at VA Receiving Dock, Myrtle Avenue Entrance to the VA Complex.

Contractor-owned 5-6 Cubic Yard Container: To be located at the Facility Garage, opposite Parking Lot "D".

Contractor-owned 30-yard Container for Construction and Debris material will be located to the right of the VA Receiving Dock, Myrtle Avenue Entrance to the VA Complex.

Contractor-owned 30-yard Container for yard waste/grounds material will be located in Parking Lot "A" or Parking lot “D” depending on space at the time.

C. Land Fill/Dumpsite Fees.

The Contractor shall be responsible for all fees and costs associated with proper dumping of trash.

D. Pickup Schedule:

The Government requires pickup, disposal and return of the trash containers according to the following schedule:

1) Contractor Furnished Equipment:

· One (1) thirty-yard trash compactor

· vehicle for hauling a self-contained compactor.

· One (1) hinged top 5-6 cubic yard trash container.

· three (3), thirty (30) yard trash containers

2) Contractor -Owned Compactor:

· TUESDAY MORNINGS: Between the Hours of 6:00 AM to 10:00 AM

· FRIDAY AFTERNOONS: Between the Hours of 1:00 PM to 4:00 PM

NOTE: In the event that the above scheduled Pickup Day falls on a Holiday when the Land Fill is closed, the pickup will be moved to the previous day.

3) Contractor Owned Compactors:

a. The Government requires pick up, disposal and return of Contractor provided 5-6 cubic yard trash compactor located at the Garage (2) times per week on Tuesday and Friday from April-September and (1) time per week on Wednesday from October-March.

b. The Government requires pick up, disposal and return of the two-contractor provided 30 cu yd miscellaneous trash containers, on an as needed basis. The VA Medical Center will contact the vendor when the containers need to be emptied.

E. Emergency Requirements & Contingency Plan:

Contractor shall have in place and maintain a valid contingency plan to meet the requirements of the contract whenever trash cannot be handled by or at the primary transportation or processing facilities due to interruption of service or failure of equipment. Written documentation shall be made available to the Government that contingency plan is in accordance with all Federal, State, Municipal and local specifications and regulations for storage, transportation and disposal of trash.

The contractor may be requested to perform additional trash removal services when conditions warrant additional removal services. Contractor response time for such services shall be within two (2) hours after receipt of verbal notification by the Contracting Officer or his/her designee.

F. Reports

The Contractor will be responsible for providing written/verbal notification of all pickups for each trash container and written notification of all sanitizations done to the EMS Manager, Environmental Management Service or his/her designee on a monthly basis. Contractor will also provide monthly to the COR all necessary information for Green Tracker Health, including poundage and landfill diversion.

G. Estimated Quantities/Approximate Accumulations

It is estimated that approximately four (4) tons of trash and garbage will be accumulated for each pickup from the contractor-owned Trash Compactor/Container and approximately 35 tons of waste will be accumulated for each pickup from the contractor-owned Trash Container located at the Garage Facility. The quantities from the additional containers will vary depending on the time of the year and are approximately one ton per pick up. As it is impossible to determine the exact quantity that will require removal, the estimated quantity shown herein is for information only and may be increased or decreased in accordance with the actual accumulations.

II. Recycling Services

The contractor shall provide all labor, personnel, equipment, supplies, materials, supervision and other necessary and related services for the rental of compactors, roll-off containers and hauling of cardboard, scrap metal, plastics, mixed papers and recyclable containers as well as collection of and destruction of purged documents. All proceeds obtained from the recycled metals, cardboards, mixed recycling paper products (newspaper, magazines and non-sensitive papers and co-mingled used beverage containers (UBC) such as glass, tin, plastic #1-7) shall be applied and credited to the VA against monthly invoices.

A. Scope of Work:

1. Contractor shall Provide rental of one (1) 2yd. stationary compactor with 40 yd. receiving container.

2. Contractor shall provide rental of one (1) 30yd. open-top roll-off.

3. Contractor shall provide hauling services for compactor and open-top containers at one to two (12) hauls per month for the compactor and one to two (1-2) haul per month for the metal open-top roll-off container.

4. Contractor shall accommodate Stratton VAMC destruction based upon existing Albany, VAMC recycling as follows:

- Approximately 65 Ton cardboard style destruction per year. - 3,060 yd. metal recycling per year.

Contractor shall be responsible for any damage to the building that occurs due to Contractor error or neglect. The Contractor will be responsible for the coordination for staging areas and parking within the receiving area of the building.

All work shall be completed during business hours Monday – Friday, 8am – 4:30pm. All federal holidays, excluded.

B. Government Personnel Duties Stratton VAMC shall:

1. Be responsible to place all cardboard (OCC) directly into the 2yd. x 40yd. stationary compactor.

2. Be responsible to place all metal directly into the 30yd. open-top roll-off container.

3. Collect all recyclable materials and content and deliver to a pre-determined location at the Albany, VAMC and shall coordinate in determining a scheduled time and day of the week for pickup with contractor.

The Contractor shall work with the COR to develop a manifest for all monthly recycling totals including but not limited to, pickup schedules, total weights of all recycled items and credits to be applied. Pickups shall be scheduled every other week as firm fixed locked-in price per pound/ton with optional additional pickups on an as needed basis requested by the Stratton VAMC. All recycling credits shall be applied to monthly invoices as a lump sum with itemized summaries of pounds recycled and credited to the monthly document destruction fees and container rental fees.

C. Recoverable Materials Materials that have been identified as materials to recover cardboard, scrap metal, non-PPI/sensitive paper and co-mingled used beverage containers (glass, tin, plastic).

1. Cardboard shall be placed in the 2 yd. x 40yd. stationary compactor provided by Vendor complying with existing regulated VA guidelines.

2. Metal shall be placed in a 30yd. open-top roll-off dumpster provided by Vendor complying with existing regulated VA guidelines.

3. Mixed paper and UBC shall be placed in clear plastic bags and placed in a 2 yd. compactor as a vein.

4. Secured document destructed items shall be placed in clear bags and placed in a 2 yd. compactor in a vein.

Any applicable rebates for Cardboard, Scrap Metal and Secure Shred Mixed office paper shall be based upon best market conditions pricing.

D. Existing Recycling

· Approximately 65 Ton cardboard style destruction per year.

· Approximately 64.80 Ton shredding destruction per year.

· 3,060 yd. metal recycling per year.

The Contractor shall work with the COR to develop a manifest for all monthly recycling totals including but not limited to, pickup schedules, total weights of all recycled items and credits to be applied. Pickups shall be scheduled every other week as firm fixed locked-in price per pound/ton with optional additional pickups on an as needed basis requested by the Stratton VAMC. All recycling credits shall be applied to monthly invoices as a lump sum with itemized summaries of pounds recycled and credited to the monthly document destruction fees and container rental fees.

Recoverable Materials: is the process by which materials that have been identified as materials to recover cardboard, scrap metal, non-PPI/sensitive paper and co-mingled used beverage containers (glass, tin, plastic).

Collection Methods:

1. Cardboard shall be placed in the 2 yd. x 40yd. stationary compactor provided by Vendor complying with existing regulated VA guidelines.

2. Metal shall be placed in a 30yd. open-top roll-off dumpster provided by Vendor complying with existing regulated VA guidelines.

Any applicable rebates for Cardboard and Scrap Metal shall be based upon best market conditions pricing.

Place of Performance:

The services shall be performed at the Stratton VA Medical Center located at 113 Holland Avenue, Albany, New York 12208-3410.

Period of Performance.

The estimated period of performance is February 1, 2024 to January 31, 2024 with the provision of 4 option years 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 contract performance. This requirement is applicable to all subcontractor personnel.

Contracting Office Address:

VISN 2 Network Contracting Office –Bronx 130 W. Kingsbridge Road Bronx, New York, 10468

Place of Performance:

Albany-Stratton VA Medical Center 113 Holland Ave Albany, NY 12208

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Rental of 30-yard trash compactor Contract Period: Base POP Begin: 02-01-2024 POP End: 01-31-2025 PRINCIPAL NAICS CODE: 562111 - Solid Waste Collection PRODUCT/SERVICE CODE: S205 - Housekeeping - Trash/Garbage Collection

Rental of hinged top 5-6 cubic yard trash container

POP Begin: 02-01-2024 POP End: 01-31-2025

Rental of three 30-yard trash containers

POP Begin: 02-01-2024 POP End: 01-31-2025

Per Ton Disposal for 30-yard Trash Compactor

POP Begin: 02-01-2024 POP End: 01-31-2025

Pick up of trash for 5-6 cubic yard container 2x per week April through September

POP Begin: 02-01-2024 POP End: 01-31-2025

pick up of trash for 5-6 cubic yard container once per week October through March

POP Begin: 02-01-2024 POP End: 01-31-2025

As Needed pick up of the two 30-yard trash containers

POP Begin: 02-01-2024 POP End: 01-31-2025

Monthly sanitizing of compactor

POP Begin: 02-01-2024 POP End: 01-31-2025

Rental of 2 yd. stationary compactor with 40 yard receiving container

POP Begin: 02-01-2024 POP End: 01-31-2025

Rental of 30 yard open top roll-off

POP Begin: 02-01-2024 POP End: 01-31-2025

Hauling of stationary compactor

POP Begin: 02-01-2024 POP End: 01-31-2025

Hauling of open-top roll off containers

POP Begin: 02-01-2024 POP End: 01-31-2025

As needed trash pickups 30-yard compactor

POP Begin: 02-01-2024 POP End: 01-31-2025

Rental of 30-yard trash compactor Contract Period: Option 1 POP Begin: 02-01-2025 POP End: 01-31-2026

Rental of hinged top 5-6 cubic yard trash container

POP Begin: 02-01-2025 POP End: 01-31-2026

Rental of three 30-yard trash containers

POP Begin: 02-01-2025 POP End: 01-31-2026

Per Ton Disposal for 30-yard Trash Compactor

POP Begin: 02-01-2025 POP End: 01-31-2026

Pick up of trash for 5-6 cubic yard container 2x per week April through September

POP Begin: 02-01-2025 POP End: 01-31-2026

pick up of trash for 5-6 cubic yard container once per week October through March

POP Begin: 02-01-2025 POP End: 01-31-2026

As Needed pick up of the two 30-yard trash containers

POP Begin: 02-01-2025 POP End: 01-31-2026

Monthly sanitizing of compactor

POP Begin: 02-01-2025 POP End: 01-31-2026

Rental of 2 yd. stationary compactor with 40 yard receiving container

POP Begin: 02-01-2025 POP End: 01-31-2026

Rental of 30 yard open top roll-off

POP Begin: 02-01-2025 POP End: 01-31-2026

Hauling of stationary compactor

POP Begin: 02-01-2025 POP End: 01-31-2026

Hauling of open-top roll off containers

POP Begin: 02-01-2025 POP End: 01-31-2026

As needed trash pickups 30-yard compactor

POP Begin: 02-01-2025 POP End: 01-31-2026

Rental of 30-yard trash compactor Contract Period: Option 2 POP Begin: 02-01-2026 POP End: 01-31-2027

Rental of hinged top 5-6 cubic yard trash container

POP Begin: 02-01-2026 POP End: 01-31-2027

Rental of three 30-yard trash containers

POP Begin: 02-01-2026 POP End: 01-31-2027

Per Ton Disposal for 30-yard Trash Compactor

POP Begin: 02-01-2026 POP End: 01-31-2027

Pick up of trash for 5-6 cubic yard container 2x per week April through September

POP Begin: 02-01-2026 POP End: 01-31-2027

pick up of trash for 5-6 cubic yard container once per week October through March

POP Begin: 02-01-2026 POP End: 01-31-2027

As Needed pick up of the two 30-yard trash containers

POP Begin: 02-01-2026 POP End: 01-31-2027

Monthly sanitizing of compactor

POP Begin: 02-01-2026 POP End: 01-31-2027

Rental of 2 yd. stationary compactor with 40 yard receiving container

POP Begin: 02-01-2026 POP End: 01-31-2027

Rental of 30 yard open top roll-off

POP Begin: 02-01-2026 POP End: 01-31-2027

Hauling of stationary compactor

POP Begin: 02-01-2026 POP End: 01-31-2027

Hauling of open-top roll off containers

POP Begin: 02-01-2026 POP End: 01-31-2027

As needed trash pickups 30-yard compactor

POP Begin: 02-01-2026 POP End: 01-31-2027

Rental of 30-yard trash compactor Contract Period: Option 3 POP Begin: 02-01-2027 POP End: 01-31-2028

Rental of hinged top 5-6 cubic yard trash container

POP Begin: 02-01-2027 POP End: 01-31-2028

Rental of three 30-yard trash containers

POP Begin: 02-01-2027 POP End: 01-31-2028

Per Ton Disposal for 30-yard Trash Compactor

POP Begin: 02-01-2027 POP End: 01-31-2028

Pick up of trash for 5-6 cubic yard container 2x per week April through September

POP Begin: 02-01-2027 POP End: 01-31-2028

pick up of trash for 5-6 cubic yard container once per week October through March

POP Begin: 02-01-2027 POP End: 01-31-2028

As Needed pick up of the two 30-yard trash containers

POP Begin: 02-01-2027 POP End: 01-31-2028

Monthly sanitizing of compactor

POP Begin: 02-01-2027 POP End: 01-31-2028

Rental of 2 yd. stationary compactor with 40 yard receiving container

POP Begin: 02-01-2027 POP End: 01-31-2028

Rental of 30 yard open top roll-off

POP Begin: 02-01-2027 POP End: 01-31-2028

Hauling of stationary compactor

POP Begin: 02-01-2027 POP End: 01-31-2028

Hauling of open-top roll off containers

POP Begin: 02-01-2027 POP End: 01-31-2028

As needed trash pickups 30-yard compactor

POP Begin: 02-01-2027 POP End: 01-31-2028

Rental of 30-yard trash compactor Contract Period: Option 4 POP Begin: 02-01-2028 POP End: 01-31-2029

Rental of hinged top 5-6 cubic yard trash container

POP Begin: 02-01-2028 POP End: 01-31-2029

Rental of three 30-yard trash containers

POP Begin: 02-01-2028 POP End: 01-31-2029

Per Ton Disposal for 30-yard Trash Compactor

POP Begin: 02-01-2028 POP End: 01-31-2029

Pick up of trash for 5-6 cubic yard container 2x per week April through September

POP Begin: 02-01-2028 POP End: 01-31-2029

pick up of trash for 5-6 cubic yard container once per week October through March

POP Begin: 02-01-2028 POP End: 01-31-2029

As Needed pick up of the two 30-yard trash containers

POP Begin: 02-01-2028 POP End: 01-31-2029

Monthly sanitizing of compactor

POP Begin: 02-01-2028 POP End: 01-31-2029

Rental of 2 yd. stationary compactor with 40 yard receiving container

POP Begin: 02-01-2028 POP End: 01-31-2029

Rental of 30 yard open top roll-off

POP Begin: 02-01-2028 POP End: 01-31-2029

Hauling of stationary compactor

POP Begin: 02-01-2028 POP End: 01-31-2029

Hauling of open-top roll off containers

POP Begin: 02-01-2028 POP End: 01-31-2029

As needed trash pickups 30-yard compactor

POP Begin: 02-01-2028 POP End: 01-31-2029

36C24219D0020

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

C.3 52.216-18 ORDERING (AUG 2020)

(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 02/01/2024 through 01/31/2029.

(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) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.4 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 $20,000.00, 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 $60,000.00;

(2) Any order for a combination of items in excess of $150,000.00; or

(3) A series of orders from the same ordering office within 90 days 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 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.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

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

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after June 30, 2029.

(End of Clause)

C.6 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

C.7 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years and 6 months.

(End of Clause)

C.8 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes.