36C24918Q0151-001.docx

36C24918Q0151

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

36C24918Q0151 01-26-2018 Michael Edwards 615-225-5506 02-16-2018

400PM

90C Department of Veterans Affairs Network Contracting Office 9 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129 X X Y 562112 $38.5 Million X N/A X Department of Veterans Affairs VAMC (Nashville & Murfreesboro) 1310 24th Avenue South Nashville TN 37212 90C Department of Veterans Affairs Network Contracting Office - 9 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129

90C FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 Invoice must be submitted electronically

Setup 1-877-489-6135 See CONTINUATION Page Sharps Removal Services for the Department Of Veterans Affairs, Tennessee Valley Healthcare Care, for the Alvin C.

York Campus, Murfreesboro, TN, the Nashville Campus in Nashville, TN, and many based outpatient clinics (CBOC) and other facilities.

POC: Michael Edwards, Contracting Officer Michael.Edwards2@va.gov Base Year 04/01/2018 thru 09/30/2018 Option 1 10/01/2018 thru 09/30/2019 Option 2 10/01/2019 thru 09/30/2020 Option 3 10/01/2020 thru 09/30/2021 Option 4 10/01/2021 thru 09/30/2022 This procurement will be a Service Disabled Veteran Owned Small Business Setaside.

See CONTINUATION Page 626-3680162-4189-856700-2542- 0100561Z4 X X Michael Edwards Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C626 (Michael Edwards) Department of Veterans Affairs Network Contracting Office 9 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129

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.

FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 Invoice must be submitted electronically ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

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.

B.3 STATEMENT OF WORK

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1. BACKGROUND

The VA Tennessee Valley Healthcare System (TVHS) is an integrated healthcare system comprised of two Medical Centers: the Alvin C. York Campus in Murfreesboro, TN, the Nashville Campus in Nashville, TN, and many community based outpatient clinics (CBOC) and other facilities located in Tennessee and Kentucky.

TVHS 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. The Nashville Campus is the only VA facility that supports all solid organ transplant programs, including total in-house kidney and bone marrow transplants. The Alvin C. York Campus is a network referral center for mental health services, geriatrics, and extended care. TVHS provides a full range of specialized medical services.

2. SHARPS REMOVAL SERVICES

Contractor shall provide complete removal, disposal and transportation of all Sharps Waste for TVHS. The Contractor shall furnish all personnel, materials, tools and equipment necessary to perform the task in accordance with the schedule and to comply with all guidelines established by Federal, State, County and local laws and ordinances. Full servicing of sharps containers is required within every TVHS location listed in SERVICE LOCATIONS to include main campuses and CBOCs.

“Sharps Waste” falls within the waste category of Regulated Medical Waste (RMW). The EPA defines medical waste as "any solid waste that is generated in the diagnosis, treatment, or immunization of human beings or animals, in research pertaining thereto, or in the production or testing of biologicals." This may include any waste material or article which harbors, or may reasonably be considered to harbor, pathogens which might be expected to produce disease in healthy individuals. Medical waste subject to these requirements includes waste that generally has been considered infectious or potentially infectious by the health care community, as well as waste originating from health care or research facilities that are aesthetically objectionable and thus, problematic when disposed of improperly.

“Sharps Waste” may include but is not limited to syringes, needles, scalpels, lancets, pipettes, razors, glass, etc. The term does not include any hazardous waste, radioactive waste, cytotoxic drugs, antineoplastic agents, or bulk blood including blood vials. TVHS will be responsible for segregating of all waste in accordance with Federal, State, County and Local requirements.

3. SERVICE LOCATIONS

3400 Lebanon Pike Murfreesboro, TN 37129

1310 24th Avenue South Nashville, TN 37212

6098 Debra Rd Suite 5200, Bldg 6200 Chattanooga, Tennessee 37411

1919 Charlotte Avenue Nashville, TN 37203

2 International Plaza Suite 300 Nashville, TN 37217

782 Weatherly Drive Clarksville, TN 37043

NOTE: Any facility within VISN9 may be added to this contract as a modification.

4. PERIOD OF PERFORMANCE

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

5. GENERAL REQUIREMENTS

One of TVHS’s top priorities is the minimization of waste to include significant efforts in recycling and waste diversion. It is highly encouraged that prospective bidders give significant consideration to recycling and diversion efforts as part of their submittal. The requested services will render all sharps waste non-recognizable and non-infectious. It is preferable that resulting waste be sent for disposal as fuel in electrical co-generation and/or as much of the waste be recycled as possible (e.g. plastic, metal, etc.). Waste may be incinerated in lieu of co-generation but resulting ash placed in a landfill should be reduced to about 7-10% of the original waste volume. The Government is required to divert at least 50% of non-hazardous waste from landfills. To encourage diversion, proposals shall be submitted with recycling, incineration, or co-generation in mind.

i. Contractor to provide collection containers that are sturdy, rigid, leak proof, impervious, and puncture resistant with tamper-proof, secure lids that can be used at point-of-generation and collection. These containers shall meet all Federal and State regulations pertaining to design, color, transparency, functionality, and security. Type and size will be in accordance with the attached list provided by TVHS. Wall mounted collection system must utilize hands free disposable method.

ii. Contractor to provide adequate spare containers for TVHS staff to sufficiently supply the facility between Contractor service dates.

iii. Contractor to provide onemoveable device or carts (“dollies”) per container at each location throughout each facility.

iv. Contractor to provide and install wall cabinets for corresponding containers and stable bases or countertop brackets for containers prone to tipping or falling over.

v. All cabinets and brackets that require keys shall be keyed alike. Keys shall be given to the Contracting Officers Representative (COR) when installation begins. The COR may request additional keys for the life of this contract at no additional cost to TVHS.

vi. At the Nashville Campus ONLY, Contractor shall provide an external storage unit (shed, building, etc.) to house filled containers awaiting pickup and for spare containers awaiting use. External storage unit should be secure (lockable), be of a design that prevents insects, animals, and other pests from gaining entry, and properly marked as housing Regulated Medical Waste (Sharps). External storage unit shall be of an appropriate size for the facility, meet all codes set forth by the NFPA, OSHA, and other agencies, and shall be provided at no cost to TVHS. It shall also contain proper ventilation, and waterproof lighting and power receptacles. Entrance to storage unit shall allow easy loading and unloading of wheeled carts. External storage unit shall be removed by the Contractor at completion of this contract at the Contractor’s expense. The Contractor shall coordinate with TVHS and succeeding contractor to ensure no lapse in containment of containers.

b. At contract onset, TVHS may request up to an additional fifty (50) containers during the installation and stabilization period. For each year of this contract, TVHS may request up to fifteen (15) additional containers per main campus and up to five (5) additional containers per CBOC at no additional cost to TVHS. The charge for additional containers beyond fifty/fifteen/five will be billed under a separate line item on current obligation.

c. The Contractor shall comply with the following regulations. Regulations stated should only be used as a guide and not considered all-inclusive.

i. The contractor shall submit all state department and public reports as required.

ii. Services shall be provided pursuant to codes of the Tennessee Department of Environment and Conservation (TDEC), Division of Solid Waste Management.

iii. The contractor must comply with executive order 13101 (SEPTEMBER 14, 1998) GREENING THE GOVERNMENT THROUGH WASTE PREVENTION, RECYCLING AND FEDERAL ACQUISITION.

iv. Plant used by the contractor must comply with the Clean Air Act of 1991 and produce only safe neutral by-products and the vendor must be able to show compliance with all environmental applicable state and county regulations.

d. The following is a listing and description of the sharps wastes that are, at a minimum, included in the scope of this contract:

i. Cultures and stocks: Sharps used or contaminated with cultures and stocks of infectious agents and associated biologicals, including: cultures from medical and pathological laboratories; cultures and stocks of infectious agents from research and industrial laboratories; wastes from the production of biologicals; discarded live and attenuated vaccines, and culture dishes and devices used to transfer inoculate and mix cultures.

ii. Human blood and blood products: Sharps used or contaminated with liquid waste human blood and products of blood or items saturated and/or dripping with human blood, including serum, plasma and other blood components, and their containers, which were used or intended to be used in (1) patient care; (2) testing and laboratory analysis; (3) development of pharmaceuticals; and other articles containing dried blood.

e. TVHS employees shall:

i. Identify, segregate and discard sharps waste by placing the waste in plastic waste receptacles or containers that are marked with the international biohazard symbol and wording indicating sharps waste. Containers shall not be filled to exceed the fill line indicated on the containers.

ii. In between Contractor service dates, TVHS employees shall remove filled containers and replace with spare containers as needed.

f. Contractor shall:

i. Provide the participating facilities with sufficient amounts of collection containers that are reusable, sturdy, rigid, leak proof, impervious, and puncture resistant with tamper-proof, secure lids that can be used at point-of-generation and collection. The collection containers shall be from 2 to 17 gallon containers with funnel or trap lids/openings. All floor model containers shall be equipped with wheels or other moveable devices or carts (“dollies”). Wall cabinets shall be securely fastened to walls, medication carts, etc. An adequate amount of caps or plugs will be provided to ensure safe handling and transportation of containers between Contractor service dates. Exterior walls of the containers shall be identified with the international biohazard symbol and wording identifying sharps waste.

ii. Contractor shall remove sharps waste using only properly permitted and licensed trucks and drivers. Contractor shall be required to remove all sharps waste as required at each participating facility.

iii. At each of these participating facilities, the contractor shall remove sharps containers at each specific location identified in the Points of Collection. Full servicing of sharps containers is required within every TVHS location to include main campuses and CBOCs. Contractor shall also respond to a request from the COR to pick up unusually large accumulations of sharps waste at the participating facility indicated within eight (8) hours of notification.

iv. Contractor shall transport the containers by methods and procedures that fully comply with all local, state, county and federal rules and regulations.

v. The contractor shall utilize an on-line manifest system as a receipt for materials and certify proper disposal and that is not blocked by VA fire walls. The contractor will submit the proposed manifest system forms for VA approval. After approval of the online system and award of the contract, the Contractor will furnish login information to the Contracting Officer Representative (COR) to access the online manifest system. The contractor will leave one copy of the manifest with the COR at the time of the pick-up showing the quantity picked up. The completed manifests will be returned within Thirty (30) days to the COR. Manifest shall contain at minimum the signature, address and contact information of (1) generator, (2) transporter and (3) final destruction/disposal representative.

vi. The contractor is responsible for notifying the COR or designee upon arrival and departure at all pick-up locations. Designees may include Chief EMS, Asst. Chief EMS, Site Manager, or Supervisor.

vii. The manifest shall be provided to the COR each time the waste is removed from each campus or CBOC. Each manifest shall include, but not be limited to the following information.

(1) GENERATOR INFORMATION

1. Name

2. Address

3. Telephone Number

4. Description of waste

5. The quantity of sharps waste: include the number of containers, cubic feet, and identification on each container (i.e., barcode ID or ID sticker) for each facility location.

(2) TRANSPORTER INFORMATION

1. Transporter name

2. Address

3. Telephone Number

4. Driver name

5. Applicable permit numbers

(3) DESTINATION INFORMATION

1. Site name

2. Address

3. Telephone number

There shall be certification on the manifest by signature and date that the waste was picked up at the generator site and additional certification that the waste was delivered without incident to the approved destination.

viii. The completed matching manifest shall include destination and appropriate destruction information. Document numbers and information on the two documents shall match. There shall be final certification by the destination-authorized agent by signature and date that the waste was accepted and all the information was correct. If waste is incinerated, the Contractor shall submit a separate document to the COR that includes both the weight of the original amount of waste and the weight of the resultant ash disposed of in a landfill so the COR can verify the terms of this contract.

ix. Contractor shall maintain and fully comply with licenses and/or permits required by Federal, State, City and County laws and regulations pertaining to RMW, sharps, and its destruction. The The Contractor will warrant and represent that all of the personnel assigned to the premises under this contract are their employees and have been trained in the performance of the duties set forth in this contractThe Contractor agrees to comply with the policies of TVHS to include compliance with the standards of The Joint Commission. The Contractor will provide TVHS documentation that on-site representatives have agreed to abide by signed TVHS confidentiality statements.

x. Contractor will be required to supply data to the COR on a monthly tracking report. This data will include (1) weight of waste picked up at TVHS for the prior month and should be broken down to include weights (net and gross weight), if applicable, the weight of the resulting ash disposed of in a landfill, (3) the cost that TVHS paid to the contractor for the prior month, and (4) that all sharps waste was diverted to cogeneration, recycling and/or incinerated. All data will be broken down by campus and outpatient clinic. All data shall be submitted to the COR by the 15th day of the following month. Extension of the submittal date may be granted by the COR.

xi. A transition period may be required at the end of the resulting contract to ensure no lapse in service from one contractor to another. The Government will notify the the incumbent contractor as well as the new contractor if a transition period is required and modify the current contract to reflect the transition period. If a transition period is required, the VA in conjunction with the outgoing contractor and the incoming contractor shall corrdinate a transition plan.

xii. The contractor shall provide an annual inventory for each dispenser serviced including size, type, and physical location for each dispenser at all locations and provide it to the COR. This is to account for the many changes that occur due to additions and subtractions based on clinic moves and needs of the many services we are responsible for at TVHS. The COR will verify that all containers are accounted for on the annual inventory and provide an updated copy to the CO.

g. The COR or designee will verify weights/counts of materials being picked up.

h. Disposal charges shall not include the weight of the reusable containers and/or lids.

i. Hours of Operations (Service Window): 8:00 AM – 4:30 PM, Monday through Friday except Federal Holidays.

j. Federal Holidays

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

k. Points of Collection: See attached survey

l. Pick-ups at the Service Locations, including removal of the containers from the Points of Collection, will be made every week at the main campuses, every other week at the Chattanooga CBOC and once per month at all other locations.

6. SPECIAL REQUIREMENTS

a. QUALIFICATION OF OFFERORS: Quotes shall be considered only from companies who are regularly established in the business called for, and who in the judgment of the Contracting Officer are financially responsible and able to show evidence of their reliability, ability, experience, equipment, facilities and personnel directly employed or supervised by them to render prompt and satisfactory service. Contractor shall be able to handle all sharps waste removal requirements immediately upon start of the contract period.

b. VEHICLES/TRANSPORTATION: Contractor shall ensure that all vehicles are conspicuously labeled as required by law. All vehicles used to transport sharp waste must comply with DOT regulations. Vehicles shall be properly disinfected as a result of leaks or spills, using the appropriate Tennessee Department of Environment and Conservation (TDEC) procedures. Contractor shall immediately notify TDEC and TVHS if a vehicle is involved in a spill or accident which renders the vehicle non-compliant with applicable rules and regulations or exposes waste to the environment.

c. RESPONSIBILITY FOR CONTAINERS: The Contractor agrees that the participating Government facilities assume no liability for damage that may be done to the any containers, dollies or other equipment used in the performance of this contract, unless it is caused by an act of negligence on the part of a Government employee. CO shall determine cause of damage on a case by case basis.

d. LICENSES AND PERMITS: Contractor shall provide proof of a State of Tennessee Department of Environment and Conservation (TDEC) processing permits, Transportation Licenses, all City Permits, and proof of a permit annually thereafter shall be provided to the COR.

e. LIABILITY AND INSURANCE COVERAGE: Offeror shall present satisfactory evidence of full compliance with Federal, state and local requirements. State approved sources of insurance coverage ordinarily shall be deemed acceptable to the Department of Veterans Affairs installation, subject to timely certifications by such sources of the types and limits of the coverage afforded by the sources.

f. SAFETY/EMERGENCY PLANS: Contractor shall submit the following plans with their quote:

i. A written safety plan that details actions to be taken to protect the staff of TVHS, the contactor, and surrounding communities in the event of any accidental spills or leaks that occur while the Contractor is performing work under this contract for the Government.

ii. A written emergency plan that outlines a formalized response to any accidental spills or leaks that occur while the Contractor is performing work under this contract for the Government.

g. CONTINUATION OF SERVICES: Offeror shall submit written contingency plans outlining how they will continue to provide services in the event there is a disruption in any segment of services provided such as transportation, destruction, etc.

h. FUEL SURCHARGE: The Government will not make additional payments for fuel surcharges under this contract.

i. INVOICES: The Contractor is to submit monthly invoice in arrears, indicating the dates and type of service provided, along with the contract number and purchase order number for which payment is due. Contractor shall receive payment for services rendered in accordance with the Prompt Payment Act.

j. QUALITY ASSURANCE: The Government facilities may at any time inspect and verify that the accuracy of the work compares to that indicated on the invoice. Any deviation will be deducted from the invoice price in accordance with the Quality Assurance Surveillance Plan (QASP).

k. CORRESPONDANCE: All correspondence relative to this contract shall bear the VA Contract number, correct Fiscal Year Purchase Order number, Title and name of facility being billed against.

l. PAYMENTS: Will be paid monthly, in arrears, upon receipt of a proper invoice for services performed during the previous month in accordance with the terms of this contract. All invoices shall be submitted by the 15th day of the month following the month in which services were provided.

Payment will be made upon receipt of a properly prepared, itemized invoice, validated by the COR and submitted to VA Electronic Payment System.

(1) A properly prepared invoice will contain:

· Invoice Number and Date

· Contractor’s Name and Address

· Accurate Purchase Order Number

· Total Weight Removed (net and gross)

· Unit Price Charged

· Extended Price

· Price Broken Down by Location

· Dates service performed

· Location of service performed

(2) A single, consolidated invoice will be prepared for all facilities and submitted monthly in arrears.

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

Contract Period: Base POP Begin: 04-01-2018 POP End: 09-30-2018

Contract Period: Option 1 POP Begin: 10-01-2018 POP End: 09-30-2019

Contract Period: Option 2 POP Begin: 10-01-2019 POP End: 09-30-2020

Contract Period: Option 3 POP Begin: 10-01-2020 POP End: 09-30-2021

Contract Period: Option 4 POP Begin: 10-01-2021 POP End: 09-30-2022

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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…