36C24818Q0549-001.docx

36C24818Q0549

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

xx 36C24818Q0549 Kurt Kramer 407-646-4231 06-08-2018

11:00 AM

36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) 13800 Veterans Way Lakemont Bldg., Room 210 Orlando

FL

32827 X X 562111 $38.5 Million X N/A X 36C675 Department of Veterans Affairs Orlando VA Medical Center 13800 Veterans Way Orlando

FL

32827 36C248

NCO 8

Orlando - Services Team 13800 Veterans Way Orlando

FL

32827

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin

TX

78714-9971 877-353-9791 512-460-5540 Solid Waste Collection and Disposal services for the Orlando

VAMC.

Department of Labor (DOL), Wage Determination (WD) shall apply to any resultant award.

X Joseph Boudreau Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA (continuation from Standard Form 1449, block 18A.)

Joseph Boudreau, Contracting Officer (E): Joseph.Boudreau@va.gov

Network Contracting Office 8 (NCO 8) Orlando – Services Team 13800 Veterans Way Lakemont Bldg., Room 210 Orlando, FL 32827-7403

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

3. INVOICES/PAYMENT: Invoices shall be submitted electronically the following month services were performed in accordance with:

a. 852.232-72 Electronic Submission of Payment Requests (NOV 2012)

b. Upon acceptance of services.

c. Payments shall be made in arrears upon receipt of a properly prepared invoice.

d. In order to comply with the Improper Payment Elimination and Recovery Act of 2010 (IPERA), the VA has mandated electronic invoice submission to the Veterans Affairs Financial Services Center (VAFSC). VAFSC has partnered with Tungsten Corporation e-Invoicing network, for submissions of all electronic invoices to VA. Tungsten Network electronic invoicing is free to all VA vendors. In order to submit electronic invoices, all VA vendors must register with Tungsten Network by submitting an email to Tungsten Network VA.Registration@tungsten-network.com or calling 1-877-752-0900 option 2 for Enrollment.

e. VA’s Electronic Invoice (e-Invoice) system uses a third-party contractor (Tungsten Network) for submission of electronic invoices. Go to this website to begin submitting electronic invoices, free of charge: http://www.tungsten-network.com/customer-campaigns/veteransaffairs-us/

For assistance setting up e-Invoice, the below information is provided:

· Tungsten Network e-Invoice Registration: VA.Registration@tungsten-network.com

· Tungsten Network e-Invoice Setup Information: (877)752-0900 (Option 2 - Enrollment)

· Tungsten Network Customer Service: (877)489-6135

· OB10 Portal to submit electronic invoices: VA.Registration@ob10.com

· VAFSC – for Invoice receipt or payment questions, call: (877)353-9791 or

· VAFSC Email: vafsccshd@va.gov

FACSIMILE, E-MAIL, AND SCANNED DOCUMENTS ARE NOT ACCEPTABLE FORMS OF

SUBMISSION FOR PAYMENT REQUESTS

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

CONTRACT ADMINISTRATION

The Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitment or issue changes that will affect price, quantity or quality of performance of this contract. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred thereof.

B.1 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes FAR 52.219-14 Limitations on Subcontracting. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO 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. 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 CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

B.2 SUBCONTRACTING COMMITMENTS--MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, and VAAR 852.215-71, Evaluation Factor Commitments. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement. 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 CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor compliance with the subcontracting commitments.

Pricing shall be for all services required to provide removal, hauling, and disposal of garbage (Class I) and construction & demolition debris (Class III) waste, in accordance with the PWS.

The quantities are estimated quantities only and shall be considered nonbinding.

The guaranteed minimum for the fiscal year in which the contract was awarded shall be $2,000.00.

The total maximum amount of services acquired under this contract shall not exceed $725,000.00.

ORDERING PERIOD 1: June 1, 2018 through May 31, 2019

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 2 – Parking Lot (west) / Lake Nona campus

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 11 – CLC / Lake Nona campus

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 5 – Warehouse / Lake Nona campus

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 3133 / Lake Baldwin CBOC

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 3134 / Lake Baldwin CBOC

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 3133 / Lake Baldwin CBOC

TOTAL PRICE FOR ORDERING PERIOD 1: ______________

ORDERING PERIOD 2: June 1, 2019 through May 31, 2020

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 2 – Parking Lot (west) / Lake Nona campus

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 11 – CLC / Lake Nona campus

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 5 – Warehouse / Lake Nona campus

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 3133 / Lake Baldwin CBOC

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 3134 / Lake Baldwin CBOC

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 3133 / Lake Baldwin CBOC

TOTAL PRICE FOR ORDERING PERIOD 2: ______________

ORDERING PERIOD 3: June 1, 2020 through May 31, 2021

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 2 – Parking Lot (west) / Lake Nona campus

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 11 – CLC / Lake Nona campus

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 5 – Warehouse / Lake Nona campus

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 3133 / Lake Baldwin CBOC

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 3134 / Lake Baldwin CBOC

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 3133 / Lake Baldwin CBOC

TOTAL PRICE FOR ORDERING PERIOD 3: ______________

ORDERING PERIOD 4: June 1, 2021 through May 31, 2022

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 2 – Parking Lot (west) / Lake Nona campus

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 11 – CLC / Lake Nona campus

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 5 – Warehouse / Lake Nona campus

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 3133 / Lake Baldwin CBOC

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 3134 / Lake Baldwin CBOC

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 3133 / Lake Baldwin CBOC

TOTAL PRICE FOR ORDERING PERIOD 4: ______________

ORDERING PERIOD 5: June 1, 2022 through May 31, 2023

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 2 – Parking Lot (west) / Lake Nona campus

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 11 – CLC / Lake Nona campus

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 5 – Warehouse / Lake Nona campus

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 3133 / Lake Baldwin CBOC

Waste Stream: Waste Construction & Demolition Debris (Class III) Location: Building 3134 / Lake Baldwin CBOC

Waste Stream: Garbage, putrescible waste (Class I) Location: Building 3133 / Lake Baldwin CBOC

TOTAL PRICE FOR ORDERING PERIOD 5: ______________

AGGREGATE TOTAL PRICE FOR ALL ORDERING PERIODS: _________________

1. GENERAL REQUIREMENTS

1.1. The Contractor shall be responsible for allocating all equipment and personnel, including back-up resources, to provide solid waste collection and disposal services at the Orlando VA Medical Center (VAMC) and affiliated facilities. This contract requires timely and responsive quality services.

1.2. The Contractor shall provide for the removal, hauling, and disposal of garbage (Class I) and construction & demolition debris (Class III) waste. The Contractor shall furnish compactors and dumpsters, as needed.

1.3. The contractor shall be responsible for delivery of the containers and any other necessary equipment at the start of the contract and as required (in the event quantities of waste materials increase) during the term of the contract, and as designated by the CO. The containers shall be fire resistant and will be approved by the CO or Orlando VAMC facility representative prior to placement at Government facility. Containers shall be delivered to and placed in the areas designated or directed by the CO or Orlando VAMC facility representative. The contractor shall be responsible for the removal of containers at accomplishment or termination of the contract.

2. PLACE OF PERFORMANCE & WORK HOURS

2.1. Orlando VAMC

13800 Veterans Way Orlando, FL 32827

2.2. Lake Baldwin Community Based Outpatient Clinic (CBOC)

5201 Raymond Street Orlando, Florida 32803

2.3. Contractor may perform services Monday - Friday, 4:00 a.m. – 5:00 p.m. and Saturday – Sunday, 8:00 a.m. – 5:00 p.m., which coincides with landfill/transfer station hours of operations.

3. CONTAINER SIZES AND LOCATIONS

3.1. Orlando VAMC (a.k.a. Lake Nona campus)

Lake Nona campus

Lake Nona campus

Lake Nona campus

3.2. Lake Baldwin CBOC

Lake Baldwin CBOC

Lake Baldwin CBOC

Lake Baldwin CBOC

4. PERIOD OF PERFORMANCE

5. CONTRACTOR REQUIREMENTS

5.1. Solid waste services are a critical support service for the Orlando VAMC and affiliate facilities. Solid waste must be removed from each facility in an efficient and timely manner so as not to interfere with the day-to-day operations of the VA.

5.1.1. The Contractor shall coordinate and provide a collection schedule to the Orlando VAMC facility representative prior to commencing service. The schedule shall identify the day(s) of the week each container is to be service by the Contractor and ensure the collection frequency is adequate to avoid overly full and overflowing containers.

5.1.2. Maintaining the cleanliness and aesthetic appearance of the equipment shall be a high priority. The contractor shall maintain the furnished compactors and containers in a clean and sanitary condition after each disposal run.

5.1.3. The compactors and containers shall be kept in good repair: metal containers shall be painted when warranted (e.g. appearance of rust spots, stains, excessive chipped areas, etc..). Lids are to be maintained in operating condition.

5.2. In the case of a hydraulic oil leak or fuel/grease leaks, the driver shall immediately contact the Contracting Officer’s Representative.

5.3. Contractor is required to identify any subcontractors. The Contractor is responsible for supervision, contract compliance and obtaining any necessary documentation from their subcontractors performing under this contract. If the contractor intends to utilize subcontractors and suppliers other than those initially identified, operating licenses, permits, certificates and any other forms required shall be submitted to the Contracting Officer no later than thirty (30) days prior to change. Any and all cost increases to meet requirements caused by such change or any other contractor action relative to solid waste collection and disposal shall be borne by the contractor.

5.4. The Contractor shall provide a contract manager who is responsible for the performance and coordination of work to provide services. The name and phone number (during and after hours) of this person and alternate(s), who shall act for the contractor when the manager is absent, shall be designated in writing to the Contracting Officer prior to the contract start date. The contract manager and alternate(s) shall be able to understand, read, fluently speak, and legible write in the English language. This person may perform services under this contract in addition to contract management duties. The contract manager or alternate(s) shall have full authority to act for the contractor in all contractual matters relating to daily operation of this contract. All changes must be provided in writing to the Contracting Officer no later than forty-eight (48) hours prior to the implementation of such changes.

5.5. The Contractor’s employees shall be dressed in appropriate attire and wear an identification badge at all times when servicing at VA facilities.

5.6. The Contractor shall take special care to protect Government property including interior and exterior buildings, furniture, walls, baseboards, and other surfaces. Damage resulting from Contractor operations shall be repaired by the Contractor, including painting, refinishing, or replacement (if necessary), at no additional cost to the Government. Contractor shall be responsible to meet all OSHA/Safety requirements in the performance of the work. This shall include but not be limited to taking all the necessary precautions to protect the patients, visitors and/or staff at each location. Contractor shall be held responsible for any injuries and/or damage, which may be caused as a result of the Contractors failure to adhere to these requirements.

6. PERMITS AND RESPONSIBILITIES

6.1. The Contractor shall, without additional expense to the Government, be responsible for obtaining and necessary licenses and permits, and for complying with any applicable federal, state, and municipal laws, codes, and regulations in connection with performance of the work. Valid licenses and permits shall be maintained for the duration of this contract and shall be provided to the Contracting Officer within (7) calendar days upon request.

7. REPORTING

7.1. The Contractor shall provide Contractor shall provide legible, accurate, and compliant copies of manifests certifying the date of service, container size, type of waste, weight (tonnage) for each pick-up. This reporting shall be provided to the Orlando VAMC facility representative via e‐mail no later than the close of business on the 20th of each month for the month prior.

8. EMERGENCIES

8.1. Contractor shall possess the ability and must respond to emergency situations deemed by the Government. This response must have a maximum execution timeline of 8 hours from the point of the initial call by the Government (e.g. answering service is authorized to accept emergency service calls and contact contractor). Emergency response operations will be deemed necessary by a multitude of circumstances. As an example, emergency responses will be required in the case of a natural disaster or in preparation for a natural disaster, an epidemic/pandemic situation, Activation of the Hospital Incident Command System, National Emergency Response, etc…

9. ADMINISTRATION

9.1. Facility Orientation - An initial orientation of the facilities will be conducted by the COR at the start of performance. The Contractor shall be responsible for conducting orientation for new employees thereafter.

9.2. Accident Reporting - In the event an accident occurs on the Department of Veterans Affairs property or involving Government personnel or property, the contractor shall contact the VA Police immediately. A report shall be provided to the Contracting Officer and COR in writing that shall include the following: (1) the time and date of occurrence; (2) the place of occurrence; (3) a list of personnel directly involved; and (4) a narrative or description of the accident to include chronological order of the accident and circumstances; (5) corrective action to prevent future occurrences.

10. PERFORMANCE STANDARD

10.1. The Contracting Officer’s Representative (COR) shall be responsible for monitoring the Contractor's performance. Performance deficiencies or poor performance identified during the term of the contract shall be documented by the COR and reported to the Contractor. Upon notification of deficiencies or poor performance, the Contractor shall be given a reasonable time to take corrective action. If determined appropriate, the Contracting Officer, COR and/or other VA staff members shall meet with representatives of the Contractor to review performance and resolve issues. All deficiencies or poor performance shall be documented and MUST be corrected within the timeframe specified by the Government. The Contractor shall notify the Contracting Officer and the COR when correction(s) have been made. If the appropriate correction is not made within the timeframe specified, the Government shall have the right to terminate the contract in it is entirety. Nothing in this section is intended to modify or waive the government’s rights outlined in 52.212-4.

10.2. PERFORMANCE STANDARDS REQUIREMENTS SUMMARY MATRIX

Indicators Performance Standards

(Positive &/or Negative)

Negative: May result in adverse CPARS.

Positive: Acceptable rating in CPARS

Negative: May result in adverse CPARS

Positive: Acceptable rating in CPARS

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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…