36C24922Q0659.docx

36C24922Q0659

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. 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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C249-22-AP-3949

614-23-1-5044-0001 36C24922Q0659 09-08-2022 Robert Belisle 615-225-6337 09-19-2022 10:00

CDT

Department of Veterans Affairs Network Contracting Office 9 (90C)

NCO 9

1639 Medical Center Parkway, Suite 400 Murfreesboro

TN

37129 X X 562211 $41.5 Million N/A X Department of Veterans Affairs Veterans Medical Clinic Memphis 1030 Jefferson Avenue Memphis

TN

38104 90C Network Contracting Office 9 Department of Veterans Affairs Network Contracting Office (90C) 1639 Medical Center Parkway Suite 400 Murfreesboro

TN

37129

90C FSC e-Invoicing 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 Memphis VA Medical Facility, requests for quote IAW FAR Part 13 to provide sharps container service in accordance with attached Statement of Work (SOW). All references within shall replace the term "offer" with "quote" and "offeror" with "quoter". Comparative evaluation of quotes will be performed IAW FAR 13.106-2 (b) (3) best value based on price and other factors. (see E.1 Addendum for FAR 52.212-1). This requirement is 100% set aside to SDVOSB.

This RFQ will result in a Blanket Purchase Agreement.

It will consist of a base of 12 months and (4) four (12) twelve month ordering periods. Wage Determination 2015-4673 rev 20 dated 06/27/2022. Contractor must be registered in SAM when quote is received and at the time of award.

X Shawn Hendricks

NCO915L2-4042

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

All material, supplies, labor and transportation necessary to collect and dispose of sharps containers in accordance with the Statement of Work (SOW).

Contract Period: Base POP Begin: 10-01-2022 POP End: 09-30-2023 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal PRODUCT/SERVICE CODE: S216 - Housekeeping - Facilities Operations Support

All material, supplies, labor and transportation necessary to collect and dispose of sharps containers in accordance with the Statement of Work (SOW).

Contract Period: Option 1 POP Begin: 10-01-2023 POP End: 09-30-2024

All material, supplies, labor and transportation necessary to collect and dispose of sharps containers in accordance with the Statement of Work (SOW).

Contract Period: Option 2 POP Begin: 10-01-2024 POP End: 09-30-2025

All material, supplies, labor and transportation necessary to collect and dispose of sharps containers in accordance with the Statement of Work (SOW).

Contract Period: Option 3 POP Begin: 10-01-2025 POP End: 09-30-2026

All material, supplies, labor and transportation necessary to collect and dispose of sharps containers in accordance with the Statement of Work (SOW).

Contract Period: Option 4 POP Begin: 10-01-2026 POP End: 09-30-2027

B.2 DELIVERY SCHEDULE

12.00

12.00

12.00

12.00

12.00

Statement of Work (SOW)

REUSABLE SHARPS CONTAINERS STATEMENT OF WORK:

1. GENERAL:

This SOW is specific to VAMC Memphis.

2. BACKGROUND:

The VAMC Memphis consists of one main campus located at 1030 Jefferson Ave, which includes a 60-bed spinal Cord Injury Unit. VAMC Memphis is a tertiary care facility classified as a clinical Referral level I Facility. It is a teaching hospital, providing a full range of patient care services, with the state-of the-art technology as well as education and research. Comprehensive health care is provided through primary, secondary, and tertiary care, in the following areas:

· Medicine

· Surgery ( including cardiovascular and neurological surgery)

· Psychiatry

· Physical medicine and rehabilitation

· Spinal cord injury

· Neurology

· Oncology

· Dentistry

· Geriatrics

3. PERIOD OF PERFORMANCE: One base year and four one-year ordering periods.

4. PLACES OF PERFORMANCE:

1030 Jefferson Avenue Memphis, TN 38104

* Statement of Work (SOW) can be modified to include all VA Facilities in VISN Tennessee, Kentucky and West Virginia VA Medical Centers and all affiliated Outpatient Clinics.

5. DAYS AND HOURS OF OPERATION:

Monday – Friday, 8:00 a.m. to 4:30 p.m. excluding federal holidays.

6. SCHEDULE of SERVICE: Contractor shall provide installation, pickup, transport, of medical containers and waste according to the following schedule of pickups at the following locations:

Memphis VA Medical Center 1030 Jefferson Avenue Memphis, TN 38104 832 Containers.

* Other locations may be added a later date.

* Combine all locations overall Monthly Weight Est Est Monthly Gross Weight Avg 4800 Est Monthly Net Weight Avg 2400

Note: Amount of containers is the total amount with-in the areas. Containers will only be replaced as needed, when full. Replacement containers are the responsibility of the contractor.

7. SHARPS DISPOSAL SERVICE: Contractor shall provide service to collect each individual sharps container at the Medical Center/Clinic and replace with reused sterilized container. This will require the collectors to check in, discreetly enter and move about the various locations, and service every room and crash cart equipped with a sharp’s container. Contaminated sharps containers shall be cleaned, sterilized and reused. All sharps shall be properly disposed of in accordance with all local state and federal regulations. Contractor will be provided copies of Exposure Control Plan, Spill Response, Emergency Action Plan, and Respiratory Protection Policy and Fire Evacuation Plan. Contractor agrees to comply with all medical center policies, including compliance with Joint Commission.

8. REQUIREMENTS: Contractor shall ensure that the handling and final disposal of sharps waste is in compliance with the Department of Transportation (DOT), Environmental Protection Agency (EPA), Tennessee Department of Environment and Conservation (TDEC), Food and Drug Administration (FDA), and applicable Federal, State and Municipal governmental regulations and codes. This shall include:

I. Transport Vehicles:

1. Vehicles shall be equipped with fully enclosed leak-resistant cargo body, maintained in a sanitary condition and secured when left unattended.

1. Vehicles shall bear the transporter’s name, State permit and the words “Medical Waste” or “Regulated Medical Waste” on the sides of the body.

1. Waste shall not be subject to mechanical stress.

1. Regulated medical waste shall not be combined with other waste.

II. Marking Requirements:

1. Transporter shall provide waste-resistant labeling on all containers of regulated waste with the following information:

0. Name of Transporter or immediate handler.

0. State permit or identification number of the transporter.

III. Intermediate Handlers:

1. No intermediate handlers or subcontracting of transportation shall be allowed.

IV. Manifest Requirements:

A. Transporter shall sign, date and furnish a copy of the manifest prior to any Medical regulated waste leaving the pickup sites of “Sharp Waste” generator.

1. Transporter shall certify that the manifest data matches the load to be removed.

1. Transporter shall deliver the waste to an authorized facility and sign the manifest to verify that “Sharp Waste” has been delivered.

1. Transporter shall maintain a copy of the manifest for their records.

1. Transporter shall return all remaining copies of the manifest to the generator, assuring final disposal.

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. Contractor shall provide proof of a minimum of $1,000,000 Environmental Restoration Insurance and provide proof annually thereafter.

Contractor shall provide Worker’s Compensation, Professional Liability Insurance, Health Examinations, Income Tax Withholdings and Social Security Payments for protecting the personnel furnishing services under this contract.

Contractor shall ensure that all vehicles conspicuously are labeled as required by law and regulations. Vehicles shall be owned by the transporter or leased for a minimum of one year or more. Proof of ownership or lease must accompany this solicitation. Vehicles shall not be used in transport material other than regulated “Sharp Waste” simultaneously. Vehicles shall be properly disinfected as a result of leaks or spills, when applying and using the appropriate Tennessee Department of Environment and Conservation (TDEC) procedures. Contractor shall immediately notify the TDEC, and the generator, if a vehicle is involved in a spill or accident which renders the vehicle non-compliant with applicable rules and regulations.

V. Contractor shall provide puncture resistant sharps containers for lease and provide for a one-day per week, regular collection and disposal of sharp waste from the premises based upon location of containers. Service shall be coordinated between the Contractor and the COR. “Sharp Waste” shall include hypodermic needles, syringes and scalpel blades, excluding any hazardous waste, radioactive waste, pharmaceuticals. The Medical Center will be responsible for the segregating of all waste in accordance with Federal, State and Local requirements.

Contractor shall report to the Chief, Environmental Management Service (EMS) or designated personnel upon arrival and departure of each facility, in regards to technician procedures. Contractor shall notify the COR of any problems or delays with supplying sharp containers.

Removal will commence no later than 2:00 p.m., Monday through Friday, excluding weekends and official Federal Holidays. The following 10 holidays are observed by the Federal Government: New Year’s Day, Dr. Martin Luther King Jr. Day, President Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas Day and any other day designed by the President of the United States to be a national holiday. All services will be performed during normal hours of coverage unless requested or approved by the COR or his designee. Services and pickups that fall on holidays may be scheduled the following day, as requested by the VA.

Contractor shall remove and replace all existing sharp container brackets, if required. Sharp containers shall be secure to tops or sides of wheeled medication carts and shall supply reusable sharps containers which are rigid, heavy duty, puncture resistant, leak proof on sides and bottom, with a “drop top” designed to prevent needles or other objects from being left on top of the container. Contractor shall provide containers that comply with the Federal, State and Local regulations regarding labeling. All containers shall be clearly labeled with the Biohazard symbol and the word “BIOHAZARD” displayed on them.

Contractor shall furnish “Sharp Waste” reusable sharp containers, outer cabinets, equipment, labor, service for the removal and disposal of such waste at no additional cost to the Medical Center, in accordance with the following regulations: (1) Classify (Per current Federal, State, Local Government requirements, DOT standards) as per 40 CFR Transportation, Parts 100-199, (2) Label (Per current Federal, State, Local Government requirements, DOT standards), as per 40 CFR Transportation, Parts 100-199, and (3) Package (Per current Federal, State, Local Government requirements, DOT standards), as per 40 CFR Transportation, Parts 100-199.

VI. Contractor shall provide the following reusable sharps containers:

0. 3 gallons:

0. 2 gallons:

0. 8 gallons trap lid:

0. 8 gallons funnel lid:

0. 17 gallons:

NOTE: The Medical Center can request up to fifty additional containers at no additional cost during the six-week stabilization period.

Contractor shall use reusable sharp containers and collect, reprocess containers and dispose of waste in compliance of all applicable Federal, State and Local regulations including but limited to the following standards: (1) Occupational Safety and Health Administration (OSHA), including but limited to Blood Borne pathogens Standard 29 CFR 1910 and 1030 and the Needle Stick Safety and Prevention Act HR 5178 as it specifically relates to reusable containers, (2) Environmental Protection Agency (EPA), (3) Food and Drug Administration (FDA) including but not limited to Title 21 of the Code of Federal Regulations (CFR) and Quality Systems Regulation (QSR) with regards to reprocessing, validation, reporting and annual registering for all equipment used to release medical equipment into commerce. The VA reserves the right to thoroughly inspect the Contractor’s facility and treatment plant to assure acceptable standard of performance.

Contractor shall maintain a log of regulated “Sharp Waste” shipments which include quantity of waste shipped, sources and delivery points. (Note: This requirement shall not be confused with manifest requirement mentioned and referred to elsewhere). Records shall be kept on file for three years.

Due to unescorted access in patient care areas contractor is subject to incidental disclosure. Subject to the same investigation requirement as those VA appointees or employees who have access to the same type of information. At minimum SAC adjudication, VA ID badge and TMS 10176 VA Privacy and Information Security and Rules of Behavior Training and VA 10203 Privacy Focus/HIPPA. Provide the completed training prior to assignment and annually there afterwards.

9. QUALIFICATIONS: Contractor shall have demonstrated at least three years’ experience servicing at least three (3) similar size hospitals by submitting a list of references including telephone numbers, addresses and contact names.

Contractor shall provide a plan to demonstrate that they are capable of providing ongoing requirements and services in the event of Sales and Service disruptions for any reason.

Contractor shall provide a complete background of their company including their full legal name, primary business address, all other office locations (city and state) and history, along with the number of years in business.

Contractor shall demonstrate their ability to convert the VA locations to their services immediately after award of the contract.

Contractor shall have in place and maintain a valid contingency plan to meet the requirements of the contract. Contractor shall incur all cost associated with fulfilling this contingency plan at no additional expense to the Government. Contractor shall be liable for all expenses incurred by the Government due to the contractor’s inability to perform in accordance with these requirements.

Contractor shall provide their employees with appropriate protective clothing, equipment and apparel as prescribed by the Occupational Safety & Health Administration (OSHA) and the Department of Labor (DOL). Technician shall be dressed neatly in appropriate uniform, free from visible soil or excessive wrinkling, and wear the VA’s identification badge at all times when servicing at the VA facility.

Contractor shall provide details of what training that their employees undergo, include frequency and description of each. Contractor shall be available for consultation and education to Medical Center’s staff on the proper use of sharps containers.

10. ADMINISTRATION

a. Facility Orientation: An initial orientation of the facilities will be conducted by the COTR at the start of the contract. The contractor shall be responsible for conducting orientation for new employees thereafter. All contract staff is required to obtain and wear an ID badge at all times while in any of the facilities.

b. 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.

c. Locations: The government reserves the right to modify the contract as needed to add or delete VA Locations.

d. Federal Holidays:

New Year’s Martin Luther King Jr. Day President’s Day Memorial Day Juneteenth Fourth of July Labor Day Columbus Day Veteran’s Day Thanksgiving Christmas

e. Invoice: Payment will be made upon receipt of a properly prepared, itemized invoice, validated by the COR, and submitted to VA FSC, P. O. BOX 149971, AUSTIN, TX 78714.

(1) A properly prepared invoice will contain:

1. Invoice Number and Date

1. Contractor’s Name and Address

1. Accurate Purchase Order Number

1. Itemization of pounds shredded and disposed

1. Price per pound

1. Dates service performed

1. Location of service performed

1. Total amount due

GENERAL

Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA, personnel regarding information and information system security.

36C24922Q0659

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

Sharps Container Collection

C.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C249 Department of Veterans Affairs Network Contracting Office 9 (90C)

NCO 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.

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

C.2 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 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 PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.3 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.4 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS (OCT 2021) (DEVIATION)

(a) Definition. As used in this clause— United States or its outlying areas means—

(1) The fifty States;

(2) The District of Columbia;

(3) The commonwealths of Puerto Rico and the Northern Mariana Islands;

(4) The territories of American Samoa, Guam, and the United States Virgin Islands; and

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this contract, for contractor or subcontractor workplace locations published by the Safer Federal Workforce Task Force (Task Force Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

(End of Clause)

C.5 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

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

(End of Clause)

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

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

(End of Clause) C.7 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[X] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[X] 852.233–70, Protest Content/Alternative Dispute Resolution.

[X] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[X] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.8 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 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 Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause) C.9 VAAR 852.219-77 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (SEP 2021) (DEVIATION)

(a) Pursuant to 38 U.S.C. 8127(k)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101 definition), it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract, as follows:

(i) [X] Services. In the case of a contract for services (except construction), the contractor will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated VIP-listed subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Other direct costs may be excluded to the extent they are not the principal purpose of the acquisition and small business concerns do not provide the service as set forth in 13 CFR 125.6.

(ii) [] General construction. In the case of a contract for general construction, the contractor will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated VIP-listed subcontractor further subcontracts will count towards the 85% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(iii) [] Special trade construction contractors. In the case of a contract for special trade contractors, the contractor will not pay more than 75% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated subcontractor further subcontracts will count towards the 75% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(2) The offeror acknowledges that this certification concerns a matter within the jurisdiction of an Agency of the United States.