36C25219Q0816-002.docx

36C25219Q0816

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 SI

GN 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. SIGN

ATURE 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

36C25219Q0816 08-07-2019

CANNADAY,ERIKA

414-844-4800 X43253 08-21-2019 10:00 a.m.

36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476 X X 562111 $38.5 Million N/A X 36C252 Captain James A Lovell Federal Health Care Center 3001 Green Bay Road North Chicago IL 60064-3048 36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476

Department of Veterans Affairs Financial Services Center PO Box 149971 Austin TX 78714-9971 877-353-9791 512-460-5540 Contractor to provide refuse and trash removal and disposal services at Captain James A Lovell Federal Health Care Center in North Chicago, IL, in accordance with the Statement of Work. See Continuation Page.

The latest DOL Wage Determination (#15-4935, revision 10 dated 5/7/2019) shall apply to any award made from this Solicitation.

X x Ashley Johnson Contracting Officer

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA (continuation from Standard Form 1449)

1. CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR: (Contractor’s Name)

(Address)

(City, State Zip)

(Point of Contact)

DUNS NUMBER NO. ______________________________________

CONTRACTOR’S PAST PERFORMANCE POINT OF CONTACT

(IF DIFFERENT THAN ABOVE):

NAME: __________________________________________

EMAIL ADDRESS:_________________________________

b. GOVERNMENT: ERIKA A CANNADAY, CONTRACT SPECIALIST

DEPARTMENT OF VETERANS AFFAIRS

GREAT LAKES ACQUISITION CENTER

115 S. 84TH ST., STE 100

MILWAUKEE WI 53214

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

a. FAR 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER SYSTEM – SYSTEM FOR AWARD

3. INVOICES: Invoices shall be submitted in arrears in accordance with:

a. 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

4. GOVERNMENT INVOICE ADDRESS (See SF1449 Block 18):

a. All invoices from the contractor shall be submitted electronically in accordance with 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

b. Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests.

c. VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten Network e-Invoice, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/customer-campaigns/veterans-affairs-us/ to begin submitting electronic invoices, free of charge.

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

i. * Tungsten Network e-Invoice Setup Information: 1-877-489-6135

* Tungsten Network e-Invoice email: VA.Registration@Tungsten-Network.com

* FSC e-Invoice Contact Information: 1-877-353-9791

* FSC e-invoice email: vafsccshd@va.gov

5. INVOICES cont:

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

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

c. Contractor shall submit an electronic invoice by the tenth (10th) of the following month services were performed to the Veterans Affairs Financial Services Center (VAFSC) e-Invoice through the website at https://portal.Tungsten-Network.com/Login.aspx. For questions regarding the submission of VA electronic invoices, Tungsten Network customer service may be contacted at 1-877-489-6135.

d. All invoices shall reference the vendor name and address, customer name, contract number, appropriate obligation/funding order number, description of services provided, quantity, unit price, and total invoice amount (any additional info). Invoices shall also include any payment discount terms.

e. For questions regarding invoice receipt or payment, please call VAFSC directly at 1-877-353-9791 or email vafsccshd@va.gov f.

OFFERORS MUST COMPLETE AND RETURN ALL INFORMATION DESIGNATED HEREIN PRIOR TO THE TIME SPECIFIED IN BLOCK 8 OF SF 1449 IN ORDER TO BE CONSIDERED FOR AWARD.

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

ACQUISITION OF COMMERCIAL ITEMS:

This Request for Quote (RFQ) solicitation is issued under the authority of FAR Part 13.5 Simplified Procedures for Certain Commercial Items in which simplified acquisition procedures in FAR Part 13 will be used. FAR Part 14 and 15 will not be used.

SECURITY & PRIVACY CONTROL:

The Authorization & Accreditation (A&A) requirements of VHA Handbook 6500.6 do not apply to this requirement, therefore, a Security Accreditation Package is not required. No A&A or MOU/ISA is required. Sensitive information exposure as part of this contract involves applicable security controls within the facility as part of the VA Information Security If there are any questions related to privacy, please have a member of your staff contact the VA Privacy Service at (202) 461-6309. If there are any questions related to the information security, please have a member of your staff contact the Office of Cyber Security at (304) 262-7733.

AUTHORIZED LIMITS:

The Government estimates, but does not guarantee, that the IDIQ orders placed against this agreement will have an aggregate minimum of at least $50,000.00. The authorized ceiling limit of the IDIQ is set at $1,000,000.00 over the period of the IDIQ. All orders including those that exceed the ceiling limits must be coordinated through the Contracting Officer before larger valued orders can be issued and prior to commencement of work. All unauthorized work, regardless of amount, will be processed through the ratification process.

SPECIAL NOTES:

In order to maintain integrity of this solicitation and subsequent award date, all offerors are advised that any question and answer requests must be submitted in a written form via e-mail to the Contracting Officer erika.cannaday@va.gov no later than TUESDAY, AUGUST 13th AT 1:00 PM CENTRAL. Contracting will issue a consolidated response via solicitation amendment to www.fbo.gov within 2 business days to all parties.

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

SITE VISIT:

A site visit has been scheduled and will be conducted on Wednesday, August 14, 2019 at 9:00 a.m. CST at Captain James A Lovell Federal Health Care Center at 3001 Green Bay Road, North Chicago, IL 60064. The site visit will be led by Steve Navarro and will begin from Building 131, Room 1E.

B.2 SCHEDULE OF SUPPLIES/SERVICES AND PRICES/COSTS

Base Period: 9/1/2019 – 8/31/2020

QTY

Location: Bldg 1, 5, 9, 32, 36, 48, and 138

Location: Bldg 7

Location: Bldg 4, 46,66, 92, 135, 201, and 205

Location: Bldg 6, upper and lower doc

Location: Bldg 131, 133CA

Location: Bldg: 133 and 134

Location: Bldg 140

Location: Bldg 188

Location: Bldg 36

Location: Vicinity of Bldg 140

Location: Bldg 133CA West/ED

Base Period Total: $

Option Year One: 9/1/2020 – 8/31/2021

QTY

Location: Bldg 1, 5, 9, 32, 36, 48, and 138

Location: Bldg 7

Location: Bldg 4, 46,66, 92, 135, 201, and 205

Location: Bldg 6, upper and lower doc

Location: Bldg 131, 133CA

Location: Bldg: 133 and 134

Location: Bldg 140

Location: Bldg 188

Location: Bldg 36

Location: Vicinity of Bldg 140

Location: Bldg 133CA West/ED

Option Year One Total: $

Option Year Two: 9/1/2021 – 8/31/2022

QTY

Location: Bldg 1, 5, 9, 32, 36, 48, and 138

Location: Bldg 7

Location: Bldg 4, 46,66, 92, 135, 201, and 205

Location: Bldg 6, upper and lower doc

Location: Bldg 131, 133CA

Location: Bldg: 133 and 134

Location: Bldg 140

Location: Bldg 188

Location: Bldg 36

Location: Vicinity of Bldg 140

Location: Bldg 133CA West/ED

Option Year Two Total: $

Option Year Three: 9/1/2022 – 8/31/2023

QTY

Location: Bldg 1, 5, 9, 32, 36, 48, and 138

Location: Bldg 7

Location: Bldg 4, 46,66, 92, 135, 201, and 205

Location: Bldg 6, upper and lower doc

Location: Bldg 131, 133CA

Location: Bldg: 133 and 134

Location: Bldg 140

Location: Bldg 188

Location: Bldg 36

Location: Vicinity of Bldg 140

Location: Bldg 133CA West/ED

Option Year Three Total: $

Option Year Four: 9/1/2023 – 8/31/2024

QTY

Location: Bldg 1, 5, 9, 32, 36, 48, and 138

Location: Bldg 7

Location: Bldg 4, 46,66, 92, 135, 201, and 205

Location: Bldg 6, upper and lower doc

Location: Bldg 131, 133CA

Location: Bldg: 133 and 134

Location: Bldg 140

Location: Bldg 188

Location: Bldg 36

Location: Vicinity of Bldg 140

Location: Bldg 133CA West/ED

Option Year Four Total: $

Base and All Option Years Total: $

B.3 STATEMENT OF WORK

SOLID WASTE REMOVAL SERVICES

1. DESCRIPTION OF SERVICES. The Contractor shall provide all management, tools, supplies, equipment, labor and applicable licenses and permits necessary to ensure that refuse and trash removal and disposal services are performed at 3001 Green Bay Road, North Chicago, IL 60064 in such a manner as not to cause conditions detrimental to public health or to constitute a public nuisance. The Contractor will assume full responsibility for compliance with all Federal, State, City, and County Laws, Rules, and Regulations governing removal of waste.

The waste removal service deals with refuse and trash collection, transportation, and disposal. It is the Contractor’s responsibility to clean up and remove any debris that has fallen from any containers while the exchange is being made. Upon notification by the Contracting Officer through the issuance of a delivery order, the Contractor shall perform emergency refuse and trash removal in areas covered under this contract.

1.1. Remove Refuse and Trash: The Contractor shall perform general removal of refuse and trash as identified by the Government in areas identified in section “SCHEDULE OF SUPPLIES/SERVICES AND PRICES/COSTS”. The Contractor shall remove refuse and trash within twenty-four (24) hours after notice to proceed unless otherwise approved by the Contracting Officer. Contractor’s responsibilities shall include, but not be limited to, the removal and disposal of all natural refuse, yard waste and trash, and to clean up and remove any debris that has fallen from any containers while the exchange is being made. The pick-up area must be left in a clean and sanitary condition. Dispose of all refuse and trash at an off-base location or landfill in accordance with local, State, and Federal regulations and procedures. Collections must be made in Contractor’s containers, which must be fully enclosed, leak-proof, and fire-retarding, and kept clean.

1.1.1. Classification of Refuse and Trash. Examples of refuse and trash to be disposed include the following:

Combustible and non-combustible materials.

Vegetation such as leaves, branches, uprooted shrubs, and trees.

Inert environmental refuse and trash such as dirt, mud, rocks, and sand.

Construction refuse and trash such as asphalt, blinds, brick, carpet, concrete, drywall, electrical wires, lamps, glass, insulation materials, copper, steel, aluminum, tile, pipe, plastic, vinyl, and wood.

Personal items such as books, papers, clothing, and cooking utensils.

Household or office items such as appliances, furniture, computer equipment, and telephones.

Food remnants and edible or non-edible garbage but not limited to coffee grounds, tea leaves, egg shells, banana peels, citrus fruit rinds, onion hulls, table scraps, and similar materials.

Miscellaneous Trash such as paper, wrappings, cartons, metal, glass, floor sweepings, waste products of coal and other fuels, wastepaper, lumber, non-repairable wooden items and construction debris.

Patient Care Waste including but not limited to miscellaneous trash in the patient areas, such as tissues, papers, and similar materials used by the patients and for the patients.

Ashes burned refuse from incinerated combustible materials.

Other incinerated refuse such as partially charred or burnt materials such as tin cans, glass containers, other metal or glass items, refuse and trash.

Recyclable Trash items identified by and in accordance with local, state, and federal regulations and procedures such as cardboard, metal, paper, plastics, etc.

1.1.2. Reconstitution. All loose and visible refuse and trash shall be completely removed. Areas damaged by Contractor vehicles shall be repaired to meet the appearance of the surrounding area.

1.2.1. Hauling. All refuse and trash hauled by the Contractor shall be contained, tied, or enclosed to prevent leaking, spilling, or blowing.

1.2.2. Transportation Routes. The Contractor shall ensure all refuse and trash or dirt is promptly removed from any transportation route if such refuse and trash is spilled, blown, or leaked from hauling equipment and vehicles. The Contractor shall remove all dirt and mud caused by tracks of hauling equipment within one hour of notification by the government.

1.2.3. Disposal. All refuse and trash collected by the Contractor shall be disposed of in an authorized landfill or transfer station. No disposal is allowed on FHCC property. Burning is not allowed on FHCC property. The Contractor shall provide the government evaluator with a copy of each dump receipt at the conclusion of every disposal cycle, usually every month with their invoice.

1.4. Emergencies or Special Event Services: Upon notification of an emergency, the Contract Manager shall respond within one (1) hour to meet with the Contracting Officer and the COR and initiate emergency services. Upon receiving direction by the Contracting Officer, contractor personnel shall begin emergency work within two hours. The Contracting Officer will notify the Contractor as soon as a special event requirement is known, but not less than 24 hours prior to the event. Total emergency or special event services shall not exceed 8 calls per year. In the event of a Union Strike by (Contractor services), provisions will be made by (Contractor Services) to provide waste removal services as listed in the statement of work at no additional cost to FHCC, North Chicago.

2. SERVICE DELIVERY SUMMARY.

3. GOVERNMENT FURNISHED PROPERTY AND SERVICES. None

4. SIZE AND TYPE OF CONTAINERS. Contractor shall provide one 8 yard front loading dumpster on wheels that is capable of passing under a 12 foot tall archway/tramway that passes over the road. This dumpster will be taken from Building 7 to a location where it can be safely emptied into the Contractor’s waste hauler and returned to Building 7. Contractor shall provide the vehicle capable of towing the dumpster to and from its present location to the waste hauler. If there is a vehicle capable of hauling a dumpster that will fit under the archway, a wheeled dumpster is not necessary.

Containers listed in this contract must remain rust free and relatively undamaged. All containers must be painted the same color and have the contractor’s name prominently displayed. The FHCC reserves the right to reject any container at any time during the contract.

4.1. Sanitize Containers. Contractor will sanitize all provided waste containers at a site away from FHCC North Chicago once a month during spring through fall. Covers must work freely and all damaged lids will be replaced/repaired within five working hours after report of damage.

Contractor shall pick up full container and provide an empty container when called by authorized FHCC employee during regular working hours 7:30 a.m. to 4:00 p.m., Monday through Friday. Pick up is to be made within 24 working hours after notification.

Container shall be able to take all types of trash and solid fill material such as: Bricks, concrete rubble, non-burnable items, yard waste, etc. Trash container shall not contain more than 30% of solid fill such as broken concrete, steel, etc. It is estimated that four (4) on-call containers per month will be required except for heavy usage times, which will require approximately twelve (12) extra on-call containers throughout the year.

Contractor must provide a trip ticket indicating the box number and location of container picked up to the designated FHCC employee. A signature must be obtained for proof of pick up and to ensure proper payment.

4.2. Winter Freezing. During winter months, Contractor is to maximize preventive measures to avoid freeze-up of trash and to assist in alleviating problems encountered when freeze-ups do occur. Contractor will make every effort to prevent cracked-lids and to self-report when dumpster lids are damaged during winter pick-ups.

4.3. Authorized Callers: Steve Navarro, Janice Hood, Frank Pease. Environmental Management Department will be authorized to call for pick-ups.

5. DOCUMENTATION. Contractor shall electronically mail a receipt with record of date of pick-up and removal, disposal site, and dumpster identification along with the monthly invoice.

5.1. Quality Control. Because of the nature of the work, the Contractor must ensure quality control is performed. As a minimum, the contractor shall develop quality control procedures addressing the areas identified in Section 2, Service Delivery Summary. The government evaluator must have a specific quality control inspector to notify in case of customer complaints.

5.2. Quality Assurance. The government will periodically evaluate the Contractor’s performance in accordance with the Quality Assurance Surveillance Plan.

5.2.1. Government Remedies. The Contracting Officer shall follow FAR 52.212.4, Contract Terms and Conditions-Commercial Items (Oct 2003), for contractor’s failure to perform satisfactory services or failure to correct non-conforming services.

5.3. Hours of Operation. The Contractor shall perform all refuse and trash removal operations as required by Environmental Management Department, except for emergency situations as designated by the Government. Requirements may vary depending on the amount of refuse collected in the containers. Any alterations in this schedule must be approved by Environmental Management Department and the Contracting Officer. Contractor will be available for Saturday pick-ups, and, also in the event of an emergency or unusual circumstance.

The FHCC may make any adjustment regarding scheduling (i.e., pick-up times and/or frequency of pick-ups, locations, and/or size of containers). All adjustments shall be made in accordance with the clause entitled “CHANGES,” far 52.243-1.

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

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

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

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/ (End of Clause)

DEC 2013

C.3 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

C.4 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 9/1/2019 through 8/31/2024.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.5 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $1,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $250,000;

(2) Any order for a combination of items in excess of $250,000; or

(3) A series of orders from the same ordering office within 10 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.6 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 8/31/2024.

(End of Clause)

C.7 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 thirty (30) days.

(End of Clause)

C.8 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within thirty (30) days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least sixty (60) days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract,…