36C24719R0127-001.docx

36C24719R0127

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

509-20-1-5095-0001 36C24719R0127 08-21-2019 Trinika L. Mason

(706) 733-0188 ext 1104 09-06-2019

EST

Department of Veterans Affairs VISN 7 Network Contracting Activity 501 Greene Street Hatcher Building - Suite 2 Augusta GA 30901 X X 562112 $38.5 Million Net 30 Days N/A X Department of Veterans Affairs Charlie Norwood VA Medical Center 1 Freedom Way Augusta GA 30904 Department of Veterans Affairs VISN 7 Network Contracting Activity 501 Greene Street Hatcher Building - Suite 2 Augusta GA 30901

Department of Veterans Affairs

FMS-VA-2 (101)

Financial Services Center P.O. Box 149971 Austin TX 78714-9971 See CONTINUATION Page Provide Hazardous Waste Pickup Services for Charlie Norwood VA Medical Center, Augusta, Ga (Uptown and Downtown Hospital Locations) see attached Statement of Work.

Base Period: October 1, 2019 - September 30, 2020 Option Yr 1: October 1, 2020 - September 30, 2021 Option Yr 2: October 1, 2021 - September 30, 2022 Option Yr 3: October 1, 2022 - September 30, 2023 Option Yr 4: October 1, 2023 - September 30, 2024 Please review the "instructions to offerors" section of RFP.

Complete blocks 17, 20 a-c, and price/cost schedule of this RFP.

“All SDVOSBs must be listed as verified in the VIP database and must be small for the applicable NAICS code at the time of Submission of offer and at the time of award.

See CONTINUATION Page x X x Brigitte Huffin 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 36C247 Trinika L. Mason / Brigitte Huffin Department of Veterans Affairs VISN 7 Network Contracting Activity 501 Greene Street Hatcher Building - Suite 2 Augusta GA 30901

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs

FMS-VA-2 (101)

Financial Services Center P.O. Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

STATEMENT OF WORK

Charlie Norwood VA Medical Center

HAZARDOUS WASTE MANAGEMENT

A. GENERAL INFORMATION

1. Purpose: To provide hazardous waste, non-hazardous chemical and universal waste disposal services, training, spill response and consulting for the Charlie Norwood VA Medical Center (CNVAMC). The Uptown Division is located at 1 Freedom Way, Augusta, GA 30904 to the Charlie Norwood VA Medical Center Augusta, GA, Downtown Division at 950 15th Street, Augusta GA 30904.

2. Background: CNVAMC generates a variety of hazardous, non-hazardous chemical and universal waste during daily operations. These waste streams require disposal in accordance with EPA regulations. CNVAMC is a small quantity hazardous waste generator with approximately 12 Satellite accumulation areas at each division located pharmacy, Histology, labs and in clinical wards.

3. Scope of Work: Contractor will have the capability and capacity to provide hazardous, non-hazardous chemical and universal waste disposal services, pharmaceutical formulary review, collection containers, technical consulting, electronic record keeping, emergency spill response, train the trainer services for hazardous waste including pharmaceutical waste, and annual DOT training.

4. Performance Period: The performance period will be one base year with four 1-year options to renew.

5. Hours of Service:

a. Work is to be done between the hours of 8:00a.m. and 4:00p.m., Monday through Friday, excluding holidays.

Federal Holidays

6. Type of Contract: The contract will be a Firm-Fixed-Price contract.

1 GENERAL REQUIREMENTS

1. Introduction: Contract to a qualified firm with the capability and capacity to provide hazardous, non-hazardous chemical and universal waste disposal services pharmaceutical formulary review, collection containers, technical consulting, electronic record keeping emergency spill response, train the trainer services for hazardous waste including pharmaceutical waste, and annual DOT training. The contractor will include a base year and four renewable option years. The services will be provided at both Charlie Norwood VAMC (Uptown & Downtown) Divisions within VISN 7, in accordance with current federal, state and local regulations. The contract will NOT include the disposal of radiological, infectious or bio-hazard waste streams, but may include small quantities for dual waste (i.e., infectious and hazardous waste). The contractor is responsible for picking up waste at each division central accumulation areas. The pickup cycle will be a minimum of quarterly up to 6 times per year as needed. The Medical Center will be responsible for the manpower to transport hazardous waste, pharmaceutical waste and universal waste from satellite accumulation areas to the central accumulation area. Site visits at each division are recommended prior to submission of proposals.

2. Considerations: Removal of all hazardous, universal, and non-hazardous chemical wastes will be normally performed between the hours of 8:00 AM and 4:00 PM, Monday through Friday, excluding Federal Holidays. The contractor will pick up waste from the Central accumulation areas at each division within 72 hours of notification from the COR or an otherwise agreed day/time. The COR is available during those hours for the approval of manifests and other required documentation, unless exigent circumstances require services during an unscheduled time period. All after-hours access will be coordinated with the COR or the COR designee. Contractor shall have current permits, licenses and/or registrations in accordance with 40 CFR, 49 CFR, 29 CFR 1910.120 and RCRA allowing contractor to perform the work shown in the statement of work in the states of South Carolina and Georgia.

3. Work Requirements: The contractor shall provide hazardous, non-hazardous chemical and universal waste disposal services from both divisions the Charlie Norwood VAMC within VISN 7. Estimated quantities are provided on attachement ”A”. The contractor shall also be required to provide annual hazardous waste and DOT training to a maximum of 30 VA employees (Minimum 1 per year) located at each division. Services shall include all labor, materials, tools, equipment, analysis, travel, transportation, documentation, waste treatment, disposal and support services required to categorize, package, transport, document and dispose of hazardous and universal waste from all Charlie Norwood VAMC facilities. The CO and COR will arrange for a routine (non-emergency) service for each facility based upon volume.

4. Training: The contractor will include annual training for all employees who handle hazardous and/or universal waste, at least once per year, designated by the COR (Maximum of 30 employees). The hazardous waste training program will provide training to employees who generate hazardous waste in Satellite Accumulation Areas, that have hazardous waste management responsibilities at each medical center, who sign manifests or who authorize to serve as their respective facility’s hazardous waste coordinator. Training will incorporate state specific regulations and include storage, manifests completion, records management, emergency responsibilities, Land Disposal restrictions and other pertinent topics. The training will also include DOT Hazardous materials training that meet the requirements of 49 C.F.R 172.704(a), (c) and (d). The contractor will be required to provide Resource Conservation and Recovery Act (RCRA) training per the state and federal regulations for all employees with responsibilities for management of hazardous waste at each facility, not to exceed 30 employees. The contractor will provide DOT training to all employees who ship, prepare or sign hazardous waste manifests or other hazardous materials shipping papers and are covered under 49 C.F.R 172.704(a), (c) and (d).

5. Train-The-Trainer: The contractor will partner with the GEMS Coordinator to develop medical center specific training to nursing staff on the collection of pharmaceutical waste. This training will be conducted in a train-the-trainer style by the contractor. The training will be provided annually, for a duration of 2-hrs per each shift of up to3 shifts at a time agreed upon by the COR and the contractor.

6. Meetings: Quarterly meetings will be held with the CO and COR to address contract performance. Should contract deficiencies arise, meetings may be held on a more frequent basis to resolve any issues in a timely manner.

7. Recordkeeping/Reports: Contractor shall have a Centralized waste tracking system which will include a centralized database for all waste characterizations and determinations, hazardous waste manifests, universal bill of lading for universal wastes, methods of final (end) disposal, final disposal sites, monthly, quarterly and annual waste generation reports by facility and training records. The contractor will be responsible for providing a database that will be able to generate reports on hazardous waste activities, waste characterization profiles, annual generation by facility and other information necessary for the successful operation and management of a hazardous waste management program. The electronic database will be provided to the COR upon request in a Microsoft Excel Spreadsheet, Microsoft Access database or web-based application. The contractor will provide legible manifest copies to thee CNVAMC within 30 days and a legible disposal certificate within 90 days.

8. Pharmaceutical Formulary Review: The contractor will provide an electronic review of the medical center formulary and provide recommendations as appropriate. The completed review will identify all listed waste, characteristic waste and RCRA-equivalent waste. The review will also identify Department of Transportation packing and labeling instruction. The final review will be submitted in Microsoft Excel spreadsheet in an electronic file.

9. Consulting Services: The contractor will provide technical expert consulting services on topics related to EPA, RCRA DOT and other environmental regulations at the COR’s request. The services are expected to be utilized in frequently during the term of the contract, estimated 5 hours annually.

10. Spill Response Services: The contractor shall have the capability to provide 24-hour (24) per day, seven (7) days per week of emergency response services for spills of hazardous materials and/or wastes, and universal wastes. The contractor shall respond within two hours (2) to spill incidents at each division of the medical center to conduct spill mitigation activities, neutralize spilled products, and provide expert advice concerning products and their potential impacts on people and the environment. Response shall include spill cleanup, to handle and dispose of products or product residuals generated as a result of a spill and to prepare required documentation on behalf of the facility.

11. Supplies: The contractor shall have the capability to supply Pharmaceutical collection containers of various sizes, mounting hardware foot pedal stands to be installed by VA staff. The contractor shall have the capability of providing various size containers for the packaging on universal wastes streams to include batteries and spent lamps.

12. Supporting Information: All hazardous and non-hazardous waste materials generated by Charlie Norwood VAMC will be disposed of by the contractor in accordance with current federal, state and local guidelines governing regulated hazardous and non-hazardous chemical wastes.

a. packaging of chemical wastes will be in the largest container available for that waste stream. Smaller sizes shall be used for partial loads or to meet the disposal priorities or DOT requirements.

b. Contractor will dispose of hazardous waste in a manner that leaves no future expense potential to the VA or federal govt. Chemicals should be disposed of in the following preferred priority.

1. Recycling of chemicals to another party for future use if economically feasible and particle.

2. The treatment of chemical waste in a manner that renders it no longer a hazardous waste as defined in 40nC.F.R. series. These include but are not limited to Reprocessing or recovery followed by recycling or reuse, Chemical neutralization or detoxification, Thermal treatment or the long-term internment(burial) in a secure chemical landfill site approved for such by the appropriate state or federal agency. Out of country shipments are prohibited.

13. Performance Requirement Summary:

2 VA INFORMATION SYSTEM SECURITY/PRIVACY CLAUSE

PER REVIEW OF VA HANDBOOK 6500.6, CONTRACT SECURITY, APPENDIX A- INFORMATION SECURITY AND PRIVACY CHECKLIST:

· “The C&A requirements do not apply and a Security Accreditation Package is not required.”

· Acquisition of this service does not involve the storage, generating, transmitting, or exchanging of VA sensitive information to the vendor

· There may exist exposure to VA sensitive information, in particular to sensitive personal information (SPI) while implementing contractual services Minimum Statutory Requirements Prohibition on unauthorized disclosure: Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1). See VA Handbook 6500.6, Appendix C, paragraph 3.a.

Requirement for data breach notification: Upon discovery of any known or suspected security/privacy incidents, or any unauthorized disclosure of sensitive information, including that contained in system(s) to which the contractor/subcontractor has access, the contractor/subcontractor shall immediately and simultaneously notify the COR, the designated ISO, and Privacy Officer for the contract. The term ‘security incident’ means an event that has, or could have, resulted in unauthorized access to, loss or damage to VA assets, or sensitive information, or an action that breaches VA security procedures. See VA Handbook 6500.6, Appendix C, paragraph 6.a Requirement to pay liquidated damages in the event of a data breach: Consistent with the requirements of 38 U.S.C. §5725, a contract may require access to sensitive personal information. If so, the contractor is liable to VA for liquidated damages in the event of a data breach or privacy incident involving any SPI the contractor/subcontractor processes or maintains under this contract.

The contractor/subcontractor shall provide notice to VA of a “security incident” as set forth in the Security Incident Investigation section above. Upon such notification, VA must secure from a non-Department entity or the VA Office of Inspector General an independent risk analysis of the data breach to determine the level of risk associated with the data breach for the potential misuse of any sensitive personal information involved in the data breach. The term 'data breach' means the loss, theft, or other unauthorized access, or any access other than that incidental to the scope of employment, to data containing sensitive personal information, in electronic or printed form, that results in the potential compromise of the confidentiality or integrity of the data. Contractor shall fully cooperate with the entity performing the risk analysis. Failure to cooperate may be deemed a material breach and grounds for contract termination.

Each risk analysis shall address all relevant information concerning the data breach, including the following:

(1) Nature of the event (loss, theft, unauthorized access);

(2) Description of the event, including:

(a) date of occurrence;

(b) data elements involved, including any PII, such as full name, social security number, date of birth, home address, account number, disability code;

(3) Number of individuals affected or potentially affected;

(4) Names of individuals or groups affected or potentially affected;

(5) Ease of logical data access to the lost, stolen or improperly accessed data in light of the degree of protection for the data, e.g., unencrypted, plain text;

(6) Amount of time the data has been out of VA control;

(7) The likelihood that the sensitive personal information will or has been compromised (made accessible to and usable by unauthorized persons);

(8) Known misuses of data containing sensitive personal information, if any;

(9) Assessment of the potential harm to the affected individuals;

(10) Data breach analysis as outlined in 6500.2 Handbook, Management of Security and Privacy Incidents, as appropriate; and

(11) Whether credit protection services may assist record subjects in avoiding or mitigating the results of identity theft based on the sensitive personal information that may have been compromised.

Based on the determinations of the independent risk analysis, the contractor shall be responsible for paying to the VA liquidated damages in the amount of $37.50 per affected individual to cover the cost of providing credit protection services to affected individuals consisting of the following:

(1) Notification;

(2) One year of credit monitoring services consisting of automatic daily monitoring of at least 3 relevant credit bureau reports;

(3) Data breach analysis;

(4) Fraud resolution services, including writing dispute letters, initiating fraud alerts and credit freezes, to assist affected individuals to bring matters to resolution;

(5) One year of identity theft insurance with $20,000.00 coverage at $0 deductible; and

(6) Necessary legal expenses the subjects may incur to repair falsified or damaged credit records, histories, or financial affairs (see VA handbook 6500.6, appendix c, paragraph 7.a, 7.d)

INVOICES: Payment will be made upon receipt of a properly prepared detailed invoice, prepared by the Contractor, validated by the Contracting Officer’s Representative (COR), and submitted electronically through OB-10. IPPS?

A properly prepared invoice will contain:

· Invoice Number and Date

· Contractor’s Name and Address

· Accurate Purchase Order Number

· Supply or Service provided

· Total amount due

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

The capability and capacity to provide hazardous, non-hazardous chemical and universal waste disposal services pharmaceutical formulary review, collection containers, technical consulting.

Contract Period: Base POP Begin: 10-01-2019 POP End: 09-30-2020

LOCAL STOCK NUMBER: QUARTER

24/7 Spill Response

POP Begin: 10-01-2019

LOCAL STOCK NUMBER: 24/7

Annual Training 30 staff

POP Begin: 10-01-2019

LOCAL STOCK NUMBER: Annual

The capability and capacity to provide hazardous, non-hazardous chemical and universal waste disposal services pharmaceutical formulary review, collection containers, technical consulting.

Contract Period: Option 1 POP Begin: 10-01-2020 POP End: 09-30-2021

24/7 Spill Response

POP Begin: 10-01-2020

Annual Training 30 staff

POP Begin: 10-01-2020

The capability and capacity to provide hazardous, non-hazardous chemical and universal waste disposal services pharmaceutical formulary review, collection containers, technical consulting.

Contract Period: Option 2 POP Begin: 10-01-2021 POP End: 09-30-2022

24/7 Spill Response

POP Begin: 10-01-2021

Annual Training 30 staff

POP Begin: 10-01-2021

The capability and capacity to provide hazardous, non-hazardous chemical and universal waste disposal services pharmaceutical formulary review, collection containers, technical consulting.

Contract Period: Option 3 POP Begin: 10-01-2022 POP End: 09-30-2023

24/7 Spill Response

POP Begin: 10-01-2022

Annual Training 30 staff

POP Begin: 10-01-2022

The capability and capacity to provide hazardous, non-hazardous chemical and universal waste disposal services pharmaceutical formulary review, collection containers, technical consulting.

Contract Period: Option 4 POP Begin: 10-01-2023 POP End: 09-30-2024

24/7 Spill Response

POP Begin: 10-01-2023

Annual Training 30 staff

POP Begin: 10-01-2023

B.3 DELIVERY SCHEDULE

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

USA

4.00

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

4.00

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

1.00

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

4.00

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

4.00

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

1.00

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

4.00

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

4.00

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

1.00

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

4.00

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

4.00

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

1.00

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

4.00

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

4.00

Charlie Norwood VA Medical Center One Freedom Way Augusta, GA 30904 6258

1.00

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or 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 52.217-8 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.3 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 five (5) years.

(End of Clause)

C.4 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses or veteran-owned small businesses proposed as subcontractors in accordance with 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more service-disabled veteran-owned small businesses or veteran-owned small businesses for subcontract work of the same or similar value.

(End of Clause) C.5 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

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

(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 802.201 Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans (or eligible surviving spouses) or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and control pursuant to 38 CFR 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov); and

(v) The business will comply with subcontracting limitations in 13 CFR 125.6, as applicable

(2) “Service-disabled veteran” means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(b) General.

(1) Offers are solicited only from verified service-disabled veteran-owned small business concerns. Offers received from concerns that are not verified service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a verified service-disabled veteran-owned small business concern.

(c) Agreement. A service-disabled veteran-owned small business concern agrees that in the performance of the contract, the concern will comply with the limitation on subcontracting requirements in 13 CFR §125.6.

(d) A joint venture may be considered a service-disabled veteran owned small business concern if the joint venture complies with the requirements in 13 CFR 125.15, provided that any reference therein to SDVO SBC is to be construed to apply to a VA verified SDVOSB as appropriate.

(e) Any service-disabled veteran-owned small business concern (non-manufacturer) must meet the requirements in FAR 19.102(f) of the Federal Acquisition Regulation to receive a benefit under this program.

(End of Clause) C.6 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines…