36C25519Q0599-001.docx

36C25519Q0599

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

657-19-4-1755-4305 36C25519Q0599 07-11-2019 Ferguson, Laura | Laura.Ferguson@va.gov

(913) 946-1993 08-09-2019

1:00PM CST

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 X X 562998 $7.5 Million N/A X

SEE SCHEDULE FOR DETAILS

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048

36C255 Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX 877-353-9791 512-460-5429 See CONTINUATION Page Provide Scrap Metal/ Pallet removal for the St. Louis VAMC.

DUNS NO: __________________________________

TIN NO: _____________________________________

PLEASE SEE UPDATED SCHEDULE (B.3) AND ATTACHED ANSWERS TO

QUESTIONS (SECTION D).

Service-Disabled Veteran Owned Small Businesses and Veteran Owned Small Businesses must be Registered & CVE Certified in VetBiz.gov (www.vip.vetbiz.gov) at submittal and time of award.

X X X

ONE

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(a). CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

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

(c). INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX

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

Page 1 of Page 1 of

B.2 STATEMENT OF WORK

GENERAL INFORMATION:

Contractor shall be responsible for allocating all equipment and personnel, including back-up resources, to meet all requirements for the comprehensive management of the Logistics pallet and scrap metal disposal program at the St. Louis VAMC and all affiliated facilities. These services shall not only include the collection and disposal used pallets (materials include but are not limited to; wood, plastic or fiberglass) and scrap metal items, but also the training and support required to ensure compliance with all Federal, State, and Local regulations. The Contractor must have relevant experience in providing collection/recycling/disposal services. The Contractor must be able to assist the facilities in the proper disposal of materials collected. It shall be the responsibility of the Contractor to provide the tracking and reports in a timely manner, and action plans to address any shortfalls.

1. BACKGROUND:

St. Louis VAMC is an integrated healthcare system comprised of Medical Centers, and many community-based outpatient clinics.

Services will be performed at the St. Louis Veterans Affairs Health Care System (VASTLHCS) and may include locations listed below. Any travel costs associated with the provision of services are the responsibility of the contractor.

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

Medical Center Campuses:

John Cochran Division 915 N Grand Blvd, St. Louis, MO 63106

Jefferson Barracks Division 1 Jefferson Barracks Dr. St. Louis, MO 63125

2. PERIOD OF PERFORMANCE:

The period of performance for this Contract shall include a base year plus four (4) option years (to be exercised at the Contracting Officers discretion). The period of performance shall commence on: TBD

3. PLACES OF PERFORMANCE:

Scrap Metal/ Pallet removal required at the following sites:

Building 57 Receiving Dock.

Building 1 Receiving Dock.

4. FREQUENCY OF SERVICE(s) PROVIDED:

Estimate Only:

5. DAYS AND HOURS OF OPERATION:

Monday – Friday, 8:00 a.m. to 3:30 p.m. excluding federal holidays.

6. PERFORMANCE REQUIREMENTS:

The contractor shall provide creative, efficient and innovative solutions that demonstrate the contractor’s ability to properly understand and perform the services of this requirement. The contractor shall demonstrate technical solutions and approaches that exhibit the contractor’s experience and qualifications in providing these services. The contractor shall be required to provide a demonstration of the resources, equipment and qualified personnel that are available to commit to this requirement. The contractor shall provide all labor, supplies, equipment, and disposal for the following services:

Collection/Recycling/Disposal Services:

· Scrap Metal

· Pallets

· Shrink Wrap

· Plastic HPDE 1-5

· Some items may be considered “Universal Waste” Waste audits Training for waste streams to ensure compliance

Estimated Quantities:

· Pallets

· 10-15 per week at Jefferson Barracks

· 50-100 per week at John Cochran

· Scrap Metal

· 30-40-yard open container monthly at Jefferson Barracks (A special project may increase the frequency for a short period of time.)

*Nothing will be shrink wrapped and nothing plastic should be placed in the scrap metal dumpster*

This can be metal of any type. Brass, Copper, Aluminum, Steel (stainless or galvanized) & Tin (this list may not be all inclusive). The metal is from IV poles, places within the facility that are being renovated or from office furniture that is no longer serviceable.

7. REFERENCE/REQUIREMENTS:

Contractor will have significant experience in providing similar services for a large medical center or a major office complex. Contractor will provide past performance information for at least 3 contracts completed within the last 2 years. Please provide a point of contact (name, company name, phone number and e-mail), contract number, contract type, dollar value, date of award and a brief narrative the work performed.

The requirements of the following agencies must be met at all times:

· Environmental Protection Agency (EPA) 40 CFR.

· Food and Drug Administration (FDA) Quality System Regulation as stated in 21 CFR Part 820

· Department of Transportation (DOT) 49 CFR.

· Occupational Safety and Health Administration (OSHA)

8. SCRAP METAL/PALLET COLLECTION/RECYCLING/DISPOSAL:

The contractor shall provide all personnel, equipment, tools, materials, vehicles, supervision, and other items and services necessary to perform scrap metal and pallet collection/recycling/disposal at St. Louis VAMC.

VA Warehouse personnel shall call the COR as needed for delivery of various size containers including 30 cubic- yard and/or 40 cubic-yard. The contractor shall deliver and drop the container in an area designated by VA Warehouse personnel during normal business hours, between 8:00 am and 3:30 pm, Monday through Friday, excluding federal holidays. Once called, the contractor will deliver the scrap metal container within 48 hours upon request of authorized personnel (excluding week-ends and holidays). Container requests may be issued for any combination of containers. Once the container is full or ready for pick up, VA Warehouse personnel shall notify COR. VA Warehouse personnel shall neatly stack all pallets in accordance with the contractor’s specific guidance. The contractor shall pick up the materials and provide the COR a receipt. The Contractor shall maintain a log of shipments.

All items will be removed from premises, no repairs shall be performed on site.

9. WASTE AUDIT:

The Contractor provide a monthly tracking reporting system that shall allow for the St. Louis VAMC to track all wastes from the point of generation as a means to identify waste poundage and classification. This report shall clearly demonstrate the facilities classification of wastes and opportunities for reduction. The report shall track all recycling/scrap metal factoids (i.e., pounds). The Contractor shall be responsible to submit to the COR and a sample of the proposed report required for the approval of the COR. This sample shall be submitted within ten (10) calendar days of receipt of the Notice of Award.

10. SPECIAL CONTRACT REQUIREMENTS:

Contractor shall provide a complete background of their company as well as any company utilized to sustain this contract. Information will include but is not limited to: company’s 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 is required to identify any subcontractors and suppliers. Contractor is responsible for supervision, contract compliance and obtaining any necessary documentation from their subcontractors or supplies performing under this contract. If the contractor intends to utilize subcontractors and suppliers other than those initially identified, operating licenses, permits, certificates and any other forms required by regulatory agencies for the new facility must be submitted to the Contracting Officer no later than thirty (30) days prior to change. Any and all cost increases to meet additional regulatory requirements caused by such change of disposal facilities or any other contractor shall be borne by the contractor.

11. CONTRACTOR PERSONNEL:

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

Contractor shall provide their employees with appropriate protective clothing, equipment, and apparel as prescribed by the Occupational Safety & Health Administration (OSHA). The technician should wear an identification badge at all times when servicing at the VA facility.

Contractor shall provide details of what training their employees undergo.

The contractor shall provide all training necessary to perform the work as defined in this contract. Training shall not hamper the quantity, quality, or timeliness of work requirements of the contract.

12. PERSONNEL POLICY:

The Contractor shall assume full responsibility for protection of the personnel furnishing services under this contract.

13. PROTECTION OF GOVERNMENT PROPERTY:

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

14. PRE-AWARD SURVEY:

Prior to the beginning of the performance of this contract, the VA may conduct a pre-award survey to assess the Contractor on the following conditions:

· Overall safety and sanitation of processing facility

· Evidence of applicable licenses

· Manifest tracking techniques and storage

· Ability to provide continuous, uninterrupted service Failure of adequate performance of any of the above pre-award aspects may be taken into consideration during the Technical Evaluation process in determining the offeror’s ability to successfully perform the services.

15. PERMITS AND RESPONSIBILITIES:

The Contractor shall, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits, and for complying with any applicable Federal, State, and Municipal laws, codes, and regulations in connection with the prosecution of the work. This includes acquiring any installation listed in this contract. He shall be similarly responsible for all damages to persons or property. He shall take proper safety and health precautions to protect the work, the workers, the public and the property of others. He shall also be responsible for all materials delivered and work per-formed until completion and acceptance of the entire work.

16. QUALITY ASSURANCE PLAN:

The ability to successfully provide the number and types of services required over an extended period of time requires a good Quality Assurance Plan. The required services shall be delivered within the normal working hours (8A-3:30P), while meeting the quality standards required. The Contractor shall identify the methods and procedures to be used to ensure that the quality standards are met for pallet recycling, and scrap metal. The Contractor shall focus on delivering the primary services of collections, consolidation, transportation, shipping and disposal in a manner the meets the requirements. The Contractor shall identify the key staff members who will carry out the requirements.

17. COMMUNICATION:

The contractor shall explain the communication plan for employees and subcontractors. Highly functional and efficient data and voice communications are critical for successfully performing the contract requirements. The Contractor must be capable of sending and receiving e-mails and faxes, communicate with the Project Manager, communicate with service vehicles regularly to determine locations and relay service related messages, and send/receive electronic data files. Communication shall be critical in ensuring no interruption of services. Communication shall include how waste will be collected, manifested, and treated. The communication shall be very important to ensure compliance.

18. PROJECT MANAGEMENT:

Contractor shall provide a highly qualified project manager with strong support from management as this shall be essential to successfully performing these requirements day to day over an extended period of time. This plan shall identify the organizational structure proposed to direct these operations. The management team members shall be identified along with a description of qualifications and relative experience. The methods and procedures used to carry out this plan shall be specified, including the problem resolution procedures to be used in the event of service related or personnel problems. The plan shall specify the project manager that shall be designated to meet with the Contracting Officer (CO) or Contracting Officer Representative (COR), at the Government’s convenience, for scheduled and impromptu meetings to discuss contractual issues. This requirement is broad and diverse and requires an integrated, involved management approach to deliver these services successfully.

19. HEALTH & SAFETY:

Due to the health and safety risks associated with this requirement, the Contractor’s methods, procedures, training and other controls that are proposed must allow the performance of the tasks with no adverse effects from the risk factors. The Health and Safety plan shall demonstrate a good working knowledge of the US DOT, US Occupational Health and Safety (OSHA), State of Missouri Department of Health and other applicable regulations that govern the health and safety risks involved in the handling and shipping of waste material. All tasks with potential health and safety risks shall be identified along with the proposed control measures to ensure minimal exposure to minimize risk. The Contractor agrees that his personnel and equipment are subject to safety inspections by Government personnel while on Federal property. The Contractor shall ensure that all personnel involved in the handling, repackaging, and transportation of the items listed herein shall be trained in general first aid procedures.

20. REPORTS:

The Contractor shall provide this/these report(s) monthly. The report(s) must demonstrate the objectives that are being met, and action plans for the objectives that have not been achieved. The Contractor must explain how this shall be measured to ensure tracking that is consistent and accurate. The contractor shall be required to provide a waste audit report at least once per year. This report shall identify opportunities for reduction, health & safety risks, equipment reviews, and training requirements to achieve opportunities identified in the audit. The Contractor must demonstrate the training records and reporting that shall be provided. This must comply with the regulations as defined in the “Training” section.

21. CAPABILITIES AND RELEVANT CORPORATE EXPERIENCE:

The contractor shall describe the abilities of the contractor and any subcontractors to perform this work plus relevant experience. References to current or previous clients to whom similar services were or are being provided shall be included. Experience most relevant to this solicitation would be managing and providing a comprehensive service program, including the required training and compliance services, similar to this requirement.

Capabilities shall be described in terms of equipment, management experience, qualified personnel, knowledge of the business and an organizational structure that is flexible and responsive enough to direct and support the services required herein. Strong capabilities would consist of demonstrating the available corporate financial resources, equipment, experienced management team and demonstrated experience of successfully managing a contract with complexities of service.

22. ADMINISTRATION:

Facility Orientation: An initial orientation of the facilities will be conducted by the COR at the start of the contract. The contractor shall be responsible for conducting orientation for new employees thereafter.

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.

Federal Holidays:

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

Invoice: Payment will be made upon receipt of a properly prepared, itemized invoice, validated by the COR, and submitted through the Invoice Payment System.

A properly prepared invoice will contain:

· Invoice Number and Date

· Contractor’s Name and Address

· Accurate Purchase Order Number

· Itemization of pounds recycled and disposed

· Dates service performed

· Location of service performed

· Total amount due

23. CONTRACTING OFFICER REPRESENTATIVE (COR):

Sara Sutton Acquisition Utilization Specialist VASTLHCS 314-652-4100 ext. 68165

- End of Statement of Work -

B.3 SCHEDULE OF SERVICES

Base Year: TBD

Cost

Pallet and Scrap Metal Removal

Total Cost:

Option Year I:

Cost

Total Cost:

Option Year II:

Cost

Total Cost:

Option Year III:

Cost

Total Cost:

Option Year IV:

Cost

Total Cost:

Total Contract Cost:

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)

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

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

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.5 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

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

(End of Clause) C.6 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

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

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans or eligible surviving spouses (see VAAR 802.201 Surviving Spouse definition);

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

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

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

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

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

(b) General.

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

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

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

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

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

(End of Clause) C.7 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…