36C24520Q0424-001.docx

36C24520Q0424

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 ATTA

CHED

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. 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

36C24520Q0424 05-15-2020 Craig Armagost craig.armagost@va.gov 304-263-0811 X4492 05-22-2020 Department of Veterans Affairs

VAMC

(540) Louis A Johnson VA Medical Center 1 Medical Center Drive Clarksburg WV 26301 X X 562111 $41.5 Million N/A X Department of Veterans Affairs

VAMC

(540) Louis A Johnson VA Medical Center 1 Medical Center Drive Clarksburg WV 26301 Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 308B Martinsburg WV 25405

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp

See CONTINUATION Page Set Aside:

Service Disabled Vet Owned Small Bus (SDVOSB)

IDIQ SERVICES REQUEST FOR QUOTE

DESCRIPTION: SOLID WASTE REMOVAL

LOCATION: CLARKSBURG WV VAMC

* PLEASE SEE STATEMENT OF WORK FOR DETAILS

PERIOD OF PERFORMANCE:

June 1 2020 Thru May 31 2025

PLEASE EMAIL ANY QUESTIONS BY WED 5-20-20 1000 AM EST

CO: CRAIG ARMAGOST

CRAIG.ARMAGOST@VA.GOV | 304-263-0811 X4492

See CONTINUATION Page X X Craig Armagost Contract 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 36C245 Department of Veterans Affairs

VAMC (540)

Louis A Johnson VA Medical Center 1 Medical Center Drive Clarksburg WV 26301

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.

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp

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

Page 1 of

PERFORMANCE WORK

PERFORMANCE WORK STATEMENT MUNICIPAL SOLID WASTE (MSW) SERVICES

1. BACKGROUND

The Louis A. Johnson VA Medical Center (LAJVAMC) in Clarksburg, WV and associated community-based outpatient clinics located throughout West Virginia.

LAJVAMC provides ambulatory care, primary care, and secondary care in acute medicine and surgery, specialized tertiary care, transplant services, spinal cord injury, outpatient care, and a full range of extended care and mental health services. LAJVAMC provides a full range of specialized medical services.

2. SOLID WASTE REMOVAL

The Contractor shall furnish all labor, materials, equipment, and expertise necessary to perform waste removal services consisting of municipal solid waste (MSW) excluding regulated medical waste, pathological, anti-neoplastic (chemotherapeutic) waste, and hazardous wastes for LAJVAMC. Offerors should be aware that there is always a potential for inappropriate hazardous waste in any solid waste stream. Training and programs implemented by the awardee and the VA should prevent or reduce any such potential.

The Contractor shall provide all equipment to include roll-offs, tip dumpsters, compactor units, guide rails, collection units, etc. to accomplish proper MSW removal.

2.1 Service Locations

Solid Waste removal are required at the following site:

Clarksburg, WV 26301

2.2 Service Schedule & Container Locations

Louis A. Johnson VA Medical Center:

The contractor shall arrange the compactors and self-contained unit at Building No. 1 so that the LAJVAMC may fill the compactor from the dock area. LAJVAMC will furnish the necessary power cable for the compactors.

Refer to Section 10.1-d-iv regarding technology use and its impact to this Service Schedule.

3. GENERAL SPECIFICATIONS

a. Period of Performance: One Base Year with the possibility of four one-year option periods.

^ See Paragraph 5.7 below for details.

b. Days and frequency of service shall be set forth by this document. The contractor shall not vary from the established schedule without prior approval form the COR except for Federal Holidays, which are:

i. New Year’s Day

ii. Birthday of Martin Luther King, Jr.

iii. Washington’s Birthday

iv. Memorial Day

v. Independence Day

vi. Labor Day

vii. Columbus Day

viii. Veterans Day

ix. Thanksgiving Day

x. Christmas Day

c. The VA reserves the right to require waste removal on days other than or in addition to those indicated in the pricing schedule, on Sundays, and holidays at the rates specified in the pricing schedule.

d. The contractor shall remove and dispose of waste in a manner that shall not create or cause conditions detrimental to public health or that constitute a public nuisance. The contractor maintains full responsibility for compliance with all federal, state and local laws governing removal of waste materials. Special emphasis needs to be placed on ensuring that the loads removed are covered and secured in such a manner as to prevent accidental spillage during transport.

e. LAJVAMC is aggressively targeting the reduction of waste generated by the healthcare system. It is preferred that any waste that cannot be recycled, diverted or donated be sent in whole or in part for waste-to-fuel, cogeneration, or incineration. Offerors are highly encouraged to propose a greener solution where unrecyclable waste is either used for fuel or sent for incineration (resultant ash should be about 7-10% of the original weight of waste) and kept out of the landfill.

f. Noise Ordinance. No pickups will be made at any campus during noise reduction periods as set for the by the town/city in which the facility is being serviced. The Contractor is responsible for researching this requirement for each municipality it provides services to LAJVAMC and adhering to the established ordinances.

g. At the time of the service the contractor shall recover and remove any debris, trash, or waste on VA grounds around container regardless of how it got there. The contractor shall also pick up and dispose of any visible waste material after pulling the containers away from the building before leaving the property. Any debris, trash or waste that LAJVAMC employees have to pick up and dispose of will be noted and the cost will be past onto the contractor as a credit on the next invoice.

h. Any equipment provided by the Contractor shall be compatible with existing LAJVAMC equipment and electrical connections. LAJVAMC shall provide AC current to the equipment.

i. Some containers may be designated to receive “On Call” services. This refers to waste containers that are used intermittently and not filled on a regular basis. For example, a recycling container used for yard waste will be serviced differently throughout the year. During summer and fall months there may be increased usage of this container. At any time during the year, there may be damage that is caused by weather that may require increased usage of this container (e.g. after storm cleanup). Containers designated as “On Call” indicates the COR or other authorized representatives of LAJVAMC will contact the vendor to request emptying of this container. On Call is defined as the VA will call when services are needed.

4. COMPACTOR REQUIREMENTS

4.1 Maintenance. The contractor shall maintain all compactors in proper operating condition according to the manufacturer’s specifications.

a. In the event of failure, the contractor shall respond to the maintenance request within 24 hours from the time the contractor is notified of any failure. Contractor will provide a 24-hour emergency number for LAJVAMC to call in the event of an emergency. If the contractor cannot repair the compactor(s) within 24 hours of notification, the contractor shall replace the self-contained unit associated with the inoperative compactor with a comparable size open-top container. In this event, unless the self-contained unit is full, the contractor shall not charge LAJVAMC for removal of the waste within the self-contained unit.

b. Only the contractor’s experienced and qualified personnel shall repair and maintain the equipment. In addition, the contractor shall repair and maintain the equipment in accordance with manufacturer’s specifications. There should be no charge to the VA for any repairs or maintenance on Contractor’s equipment unless such damage is determined to be due to negligence or vandalism of LAJVAMC.

c. The contractor shall use compactors that are fully enclosed, vermin-proof, leak-proof, fire-retardant, clean and sanitized. LAJVAMC reserves the right to request containers be cleaned due to foul odors or other contaminants. Requests to clean containers will be fulfilled within 24 hours of notification and at no additional charge to LAJVAMC.

d. All compactors shall include the latest energy efficient technology. LAJVAMC recommends similar technology to Waste Management’s SmartEnergy℠ Compactors. Benefits of this technology include:

i. Reduction of electricity consumption by as much as 70% versus traditional compactors resulting in lower operating costs and a reduced carbon footprint.

ii. Provides lower energy usage through equal compaction performance and cycle times compared to traditional compactors.

iii. Equipped with compactor monitoring technology. This enables a waste company to optimize when a compactor needs to be emptied, eliminating unnecessary pickups and greenhouse gas emissions.

iv. LAJVAMC has the responsibility of being efficient with tax payer dollars. If the use of this technology indicates that a particular compactor is requiring twice weekly pickup, yet the Service Schedule identified in Section 2.2 indicates four times weekly, then the Contractor will empty the compactor twice weekly and bill LAJVAMC for two pickups. To maximize efficiency and minimize the impact on the environment, the use of this technology supersedes the Service Schedule in Section 2.2. Electronic controls are powered by solar energy, while the compactor cycle is traditionally powered. If the compactor doesn’t have the maximum solar charge, it is equipped with constant AC-powered backup so that we can always run a cycle while the battery recovers.

v. The compactor has a “two-speed” system, which actually “downshifts” when it needs more compression and uses less energy than a traditional one-speed system.

vi. Charge box fullness indicator encourages users to run cycles only when needed, reducing our company’s electricity usage and carbon footprint.

vii. This technology and equipment is a visible statement to our stakeholders about our commitment to sustainability.

viii. The Contractor shall submit a cutsheet of the proposed equipment as part of their submittal so it may be reviewed by LAJVAMC officials.

e. The contractor shall provide self-contained units with permanent hose couplings compatible with the city or town fire department’s equipment in which the unit is located.

f. All above items with be completed in the first year of the contract.

10.1 Keys. All compactors and other equipment that require keys will be keyed alike throughout LAJVAMC. An adequate supply of keys will be provided to the COR upon request without additional charge.

10.2 Hydraulic Fluid. All hydraulic equipment shall utilize vegetable or other non-toxic environmentally friendly fluid that will minimize impact to the environment. Contractor must use all reasonable efforts to mitigate any leaks and all incidents of leaking equipment will be reported to the COR without delay and without failure regardless of the size of the leak. The Contractor shall submit a cutsheet of the proposed equipment as part of their submittal so it may be reviewed by LAJVAMC.

5. OTHER REQUIREMENTS

11.1 Licenses/permits. The Contractor shall obtain all licenses and permits necessary to perform the work under the contract.

11.2 Documentation. Contractor will be required to supply monthly data to the COR. This data will include (1) monthly weight and the date of waste picked up at LAJVAMC for the prior month, (2) the cost that LAJVAMC paid to the contractor for the prior month. All data shall be submitted to the COR by the 7th day of the following month.

11.3 Invoicing. Vendor will submit one invoice per campus, monthly in arrears to the VA Electronic Payment System http://www.tungsten-network.com/US/en/veterans-affairs. Invoice will include the dates of service performed during that month along with the number of containers pulled. Invoice format shall reflect and not deviate from the pricing cost proposal submitted (sample provided below).

SAMPLE

Louis A. Johnson VA Medical Center March 2017 Line 01…35 CU YD self-contained unit for general trash located at Building #1 loading dock serviced on Wednesdays:

3/6 (891 lbs) 3/13 (1023 lbs) 3/20 (999 lbs) 3/27 (1117 lbs) 4030 lbs @ $.06/lb = $241.80

11.4 Point of Contact. There shall be one Contractor contact phone number for all sites. There shall be one Contractor representative who will function as the contact person for all sites.

11.5 Deviations from Contract. Contractor shall obtain approval from the COR of any cancellations or deviations from scheduled services. Contractor shall reschedule said services at a mutually agreed upon timeframe.

11.6 Quality Assurance Surveillance Plan. The Contractor is responsible for the effective implementation of their Quality Control Program and shall be responsive to the requirements of the Quality Assurance Surveillance Plan (QASP) in this SOW.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

One (1) COMPACTOR RENTAL Contract Period: Base POP Begin: 06-01-2020 POP End: 05-31-2021

HAULING AND DISPOSAL OF SOLID WASTE

Contract Period: Base POP Begin: 06-01-2020 POP End: 05-31-2021

One (1) COMPACTOR RENTAL Contract Period: Option 2 POP Begin: 06-01-2022 POP End: 05-31-2023

HAULING AND DISPOSAL OF SOLID WASTE

Contract Period: Option 1 POP Begin: 06-01-2021 POP End: 05-31-2022

One (1) COMPACTOR RENTAL

HAULING AND DISPOSAL OF SOLID WASTE

One (1) COMPACTOR RENTAL Contract Period: Option 3 POP Begin: 06-01-2023 POP End: 05-31-2024

HAULING AND DISPOSAL OF SOLID WASTE

Contract Period: Option 3 POP Begin: 06-01-2023 POP End: 05-31-2024

One (1) COMPACTOR RENTAL Contract Period: Option 4 POP Begin: 06-01-2024 POP End: 05-31-2025

HAULING AND DISPOSAL OF SOLID WASTE

Contract Period: Option 4 POP Begin: 06-01-2024 POP End: 05-31-2025

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

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

C.2 52.216-18 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 time of award through end of award.

(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 500, 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 2500;

(2) Any order for a combination of items in excess of 400,000; or

(3) A series of orders from the same ordering office within 30 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 3 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 52.216-22 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 5-31-25.

(End of Clause)

C.5 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

(End of Clause)

C.6 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 5-31-25. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond 5-31-25, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause) C.7 VAAR 852.216-71 ECONOMIC PRICE ADJUSTMENT OF CONTRACT PRICE(S) BASED ON A PRICE INDEX (MAR 2018)

(a) To the extent that contract cost increases are provided for by this economic price adjustment clause, the Contractor warrants that the prices in this contract for the base period and any option periods do not include any amount to protect against such contingent cost increases.

(b) The Base and Adjusting Indexes, for the purpose of price adjustment under this clause, shall be as contained in as published by All adjustments authorized under this clause shall be made by using the Base Index and Adjusting Indexes, which are published

(1) The Base Index, for the purposes of price adjustment under this clause, shall be the most recent Index published prior to the date for receipt of offers, or the due date for receipt of best and final offers if discussions were held whichever is later. The Base Index shall remain constant for the entire term of the contract, including all option periods.

(2) The Adjusting Index shall be the most recent Index published prior to the date of contract adjustment, as specified in paragraph (d) of this clause.

(c) The percentage difference between the Base Index and the Adjusting Index, rounded to the nearest .01 percent (e.g., 4.57%), will be used in calculating all adjustments to the following line items:

The prices for these line items will be multiplied by the percentage increase or decrease and the resulting amount will be added to or deducted from the original line item price for that contract period (e.g., Base Year) to arrive at the new contract price for those line items from the effective date of the adjustment to the beginning of the next contract adjustment period, rounded to the same number of decimal points as the prices originally bid. Calculations for option year contract terms will be based on the prices in the schedule for those option years.

(d) The dates of contract adjustment shall be the starting dates of each option year, if not already included in these dates. The Contracting Officer shall retain a copy of the Base Index in the contract file and, on each date of adjustment specified in this paragraph (d), shall obtain a copy of the Adjusting Index. The Contracting Officer shall calculate the adjustment due and shall, within 5 business days, issue a modification to the contract adjusting the unit or contract prices, as specified in paragraph (c). The adjusted unit or contract prices shall be effective for all orders placed or services provided after the date of contract adjustment as specified in this paragraph (d) until the beginning of the next contract adjustment period. If the Contracting Officer fails to act, the Contractor shall request in writing a contract adjustment and any subsequent adjustment shall be retroactive to the applicable date of contract adjustment specified in this paragraph (d). The Contractor’s entitlement to price increases for a prior contract period (base year or option year) is waived unless the Contractor’s written request for an adjustment under this clause is received by the Contracting Officer no later than 30 days following the end of the base year for changes applicable to the base year, or 30 days following the end of each option year for changes applicable to that option year. The Government’s right to contract decreases for prior contract periods (base year or option year) is waived unless the Contracting Officer processes a contract modification no later than 30 days following the end of the base year for changes applicable to the base year, or 30 days following the end of each option year for changes applicable to that option year. (e) An example of an adjustment calculation is provided herein for informational purposes only.

(1) The original contract price or line item prices for that contract term (e.g., base year) shall be used for all calculations during that particular contract term and new calculations shall be made for each and every contract adjustment period specified in paragraph (d) during that contract term.

(2) For purposes of this example, the contract prices for the line items as specified in paragraph (c) will be adjusted by the percentage calculated as follows:

* This figure shall be rounded to the fourth decimal place. When the fifth decimal is 1 to 4, the figure shall be rounded down, 5 to 9, rounded up.

(3) For a line item with an original bid price of $25.00 and a 4.57 percent Index Point Change increase as of the first contract adjustment period, as shown above, the calculations for a new contract price for the first contract adjustment period would be as follows: $25.00 × .0457 = $1.14, $25 + $1.14 = $26.14 **. The new contract price for this line item from the beginning of that first contract adjustment period until the start of the next contract adjustment period would be $26.14 and the Contracting Officer would issue a contract modification reflecting this price change. ** The unit price adjustment shall be rounded up or down, as in paragraph (e)(1) of this clause, to match the number of decimal places in the original bid.

(4) If the Adjusting Index went down for the second adjustment period, reflecting only a 3 percent Index Point Change increase over the Base Index, the new price for this sample line item would be reduced for the second contract adjustment period from $26.14 to $25.75 as follows: $25 × .03 = $0.75, $25 + $0.75 = $25.75. Note that the calculations for the second contract adjustment period are based on the original contract price for that contract term of $25.00. The contract price for this line item is modified to reflect this new price for the second contract adjustment period.

(5) At the start of the first option year and each subsequent option year period (as well as for each contract adjustment period specified in paragraph (d) during that option year, if different), the Contracting Officer shall recalculate the contract or unit prices for that first option year based on any changes between the Adjusting Index and the Base Index, from the original contract award date to the start of the first option period, and based on the Contractor’s new option year prices. Assume the Contractor’s bid price for the first option year for the above sample line item was $25.50 and the calculations shown in paragraph (e)(1) of this clause at the start of the first option period reflected a 6 percent Index Point Change. The new contract price for this sample line item at the start of the first option period would be calculated as follows: $25.50 × .06 = $1.53, $25.50 + $1.53 = $27.03. The Contracting Officer would process a contract modification reflecting a revised contract price of $27.03 for the first contract adjustment period in the first option year.

(f) Price adjustments pursuant to this clause, shall be documented by a contract modification issued by the Contracting Officer, show the Base Index (see paragraph (b)(1)), the Adjusting Index, the adjusted contract prices (see paragraph (c)), the mathematical calculations used to arrive at the adjusted contract prices, and the effective date of the adjustment (see paragraph (d)).

(g) At the start of each option year, the Contracting Officer shall, within 5 days of the start of the option year period, process a contract modification adjusting the option year prices by the then current Index Point Change percentage, if any, reflecting the new adjusted prices for that first contract adjustment period in that option year.

(h) In the event that discontinues, or alters substantially, its method of calculating the Index cited herein, the parties shall mutually agree upon an appropriate substitute for determining the price adjustment described herein. If the Contracting Officer determines that the Index consistently and substantially fails to reflect market conditions, the Contracting Officer may modify the contract to specify the use of an appropriate substitute index, effective on the date the Index specified herein begins to consistently and substantially fail to reflect market conditions.

(i) Any dispute arising under this clause shall be resolved subject to the ‘‘Disputes’’ clause of the contract.

(End of Clause) C.8 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran owned small business concern or SDVOSB”:

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.101, Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or…