36C25919Q0567-001.docx

36C25919Q0567

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

08-19-2019 Brian Werner, brian.werner2@va.gov 303-712-5764 09-10-2019 4pm 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

X

562111 $38.5 Million

N/A

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

Financial Service Center PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page Solid Waste and Recycling Removal service The contractor shall provide all material, labor, tools, and equipment to accomplish the task outlined in the

Statement of Work at the George E. Wahlen VA Medical Center in Salt Lake City, Utah.

Period of Performance:

Base year: 10-01-2019 - 09-30-2020

Option year 1: 10-01-2020 - 09-30-2021

Option year 2: 10-01-2021 - 09-30-2022

Option year 3: 10-01-2022 - 09-30-2023

Option year 4: 10-01-2023 - 09-30-2024

See CONTINUATION Page

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

Name/Title:

Email:

Address:

Phone:

DUNS #/Cage Code:

b. GOVERNMENT:

Contracting Officer Tim Myers, timothy.myers5@va.gov Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

Contract Specialist Brian Werner, brian.werner2@va.gov Department of Veterans Affairs Network Contracting Office

NCO 19

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.

Financial Service Center PO Box 149971 Austin TX 78714-9971

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

Page 1 of

STATEMENT OF WORK (SOW)

1. GENERAL:

Contractor shall be responsible for allocating all equipment and personnel, including back-up resources, to meet all requirements for the comprehensive management of the solid waste and recycling programs, at the George E. Wahlen Department of Veterans Affairs Medical Center. The comprehensive waste services shall not only include the collection and disposal of the waste, 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 comprehensive waste management services. The ability to provide waste audits and to properly separate waste streams is crucial to this requirement. The Contractor must be able to assist the facilities in properly profiling their waste and reducing the volumes of waste. 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. Hazardous waste and regulated medical waste (RMW) removal services are not included in this contract.

2. BACKGROUND:

George E. Wahlen VAMC provides ambulatory care, primary care, and secondary care in acute medicine and surgery, specialized tertiary care, transplant services, spinal cord injury, outpatient care, and a full range of extended care and mental health services.

3. PLACES OF PERFORMANCE:

Solid waste and recycling removal are required at the following site:

George E. Wahlen Veterans Affairs Medical Center 500 Foothill Drive Salt Lake City, UT 84148

4. FREQUENCY OF SERVICE(s) PROVIDED:

5. DAYS AND HOURS OF OPERATION:

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

6. PERFORMANCE REQUIREMENTS:

a. 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:

1) Solid waste disposal services and recycling services

2) Waste audits

3) Training for waste streams to ensure compliance

7. REFERENCE/REQUIREMENTS: The requirements of the following agencies must be met at all times:

a. Environmental Protection Agency (EPA) 40 CFR.

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

c. Department of Transportation (DOT) 49 CFR.

d. Occupational Safety and Health Administration (OSHA)

8. SOLID WASTE DISPOSAL AND RECYCLING CONTAINER DESCRIPTION

The contractor is required to provide uniformed containers for both the solid waste and recycling operations. The goal is to ensure that individuals know the purpose of the containers, based on the special characteristics (color, size, height) no matter where they are placed on campus.

1. Solid waste containers:

a. 6 cubic yards

i. Same color with same markings for all containers.

ii. Top of front lip of container no higher than 52 inches off the ground.

iii. Flip top loading only.

b. 30 cubic yards

i. Ability for rear loading door to swing open.

ii. A certain color is not required.

iii. Hight of container walls is not restricted.

2. Recycling container:

a. 6 cubic yards

i. Different color than the solid waste containers.

ii. Description / markings that clearly state the container is for recycling items only.

iii. Top of front lip of container no higher than 52 inches off the ground.

iv. Flip top loading only.

9. SOLID WASTE DISPOSAL AND RECYCLING SERVICES

The George E. Wahlen VAMC solid waste service is a critical support service for the Hospital. Solid waste must be removed from the facility in an efficient and timely manner so as not to interfere with work production within buildings or at the loading docks. Maintaining the cleanliness and aesthetic appearance of the equipment shall be a high priority.

The waste must be removed on schedule so as not to interfere with the facility operations. The pick-up schedule will be closely adhered to prevent inconsistent and unnecessary call-ins. Additional charges will not be imposed for call-ins resulting from inconsistent dumping which are not in accordance with contract requirements.

The containers must be in good condition. As part of this solicitation, the contractor shall provide undamaged equipment to ensure the cleanliness and aesthetic appearances are satisfactory. Dumpsters shall be cleaned and disinfected quarterly or more frequently if warranted due to odor. The containers shall be kept neat in appearance, repaired and painted when warranted (i.e. appearance of rust spots, stains, excessively chipped areas, etc.) and replaced immediately if broken or non-functional.

The Contractor must provide a plan for maintaining the cleanliness of the containers and equipment.

Residual trash around the containers shall be removed by the contractor and the area “broom cleaned” as needed. No trash is to remain around the dumpster sites.

The Contractor shall provide the types and quantities of vehicles, solid waste collection equipment and/or containers proposed to provide the required services. A separate listing of proposed equipment and containers shall be provided for review.

The Contractor shall provide the methods and procedures proposed to provide the required preventive maintenance and emergency repairs to the Contractor provided solid waste containers and equipment. If abuse or vandalism is identified, it shall be immediately brought to the attention of the COR, and arrangements for repair shall be agreed upon by Contractor, Contracting Officer, and COR.

Contractor shall maintain a log of solid waste shipments. The log shall identify the date, time and quantities of solid waste shipped.

Contractor shall maintain a log of recycling shipments. The log shall identify the quantities of recyclables shipped and the rebates generated as a result.

10. INTERFERENCE TO NORMAL FUNCTION: Contractor may be required to interrupt their work at any time so as not to interfere with the normal functioning of the facility, including utility services, fire protection systems, and passage of facility patients, personnel, equipment and carts.

1. In the event of an emergency, contractor services may be stopped and rescheduled at no additional cost to the government.

2. Contractor personnel shall inform the COR or the designee of the need to gain access to secured areas. If access is required to secure areas, prearranged scheduling will be made with COR or designee.

11. CALL BACKS

EMERGENCY CALL BACK: The Contractor shall within 24 hours after receipt of notification by the Contracting Officer or his/her designee, respond to a call back for repair or replacement of any container. This call back service shall be accomplished at no additional charge to the Government.

NON-EMERGENT CALLS: Contractor shall report within mutually agreed upon time with COR for non-scheduled services without additional charge to the Government.

12. WASTE AUDIT

The Contractor shall provide to the George E. Wahlen VAMC an annual waste stream survey of all sites to include a formal written report after completion, in which contractor specifically reviews the waste generation and waste flow within a facility to determine areas of opportunity for waste reduction and elimination. The survey should be separated into two sections: solid waste and recycling waste.

13. TRAINING REQUIREMENTS

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 training plan shall demonstrate a good working knowledge of the US DOT, US Occupational Health and Safety (OSHA), and other applicable regulations that govern the health and safety risks involved in the handling and shipping of regulated medical waste. The contractor must be able to provide, at a minimum, the following training:

- US DOT

- HAZMAT Familiarization

- Safety

- Security Awareness/In-Depth Security

14. SPECIAL CONTRACT REQUIREMENTS

CONTRACTOR PERSONNEL

1. 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 no later than fifteen (15) days prior to the contract start date. The contract manager and alternate(s) shall be able to understand, read, fluently speak, and legibly write the English language. 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.

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

3. 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.

4. The contractor shall ensure that all employees understand the risks involved with solid waste and are trained in specific procedures to handle spills on the VAMC premises, and in route to a treatment facility.

15. CONTRACTOR PERSONNEL BADGES AND PARKING:

1. While on VA premises, all contractor personnel shall comply with the rules, regulations, and procedures governing the conduct of personnel and the operation of the facility.

2. It is the responsibility of the contractor’s personnel to park in the appropriate designated parking areas. Parking information shall be coordinated with each facility COR.

3. The Salt Lake City VA Medical Center does not validate or make reimbursements for parking violations of the contractor’s personnel under any circumstance.

16. 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.

17. 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:

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.

18. 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. The Contractor shall be similarly responsible for all damages to persons or property. The Contractor shall take proper safety and health precautions to protect the work, the workers, the public and the property of others. The Contractor shall also be responsible for all materials delivered and work per-formed until completion and acceptance of the entire work.

19. 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.

20. PROJECT MANAGEMENT:

Contractor shall provide a highly qualified project manager with strong support from corporate 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 Contractor shall identify the types of employee incentives used to encourage quality performance by Contractor staff. The plan shall specify the manager that shall be designated to meet with the Contracting Officer, at the Government’s convenience, for scheduled and impromptu meetings to discuss contractual issues. Resumes shall be provided for all members of the project management team and other key personnel requiring special skills. Contractors should not view this as simply a trash disposal service. This requirement is broad and diverse and requires an integrated, involved management approach to deliver these services successfully.

21. 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 Utah Department of Health and other applicable regulations that govern the health and safety risks involved in the handling and shipping of regulated medical waste. 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 the areas of spills, and general first aid procedures.

22. REPORTS:

The Contractor must demonstrate the reports that shall be provided to measure the reductions that are achieved in the volumes of waste. 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.

23. ADMINISTRATION

a. 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.

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 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 through the Tungsten System.

A properly prepared invoice will contain:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Monday – Friday.

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

Monday, Wednesday, Friday.

Monday and Thursday.

Wednesday only.

Base year Total:

Contract Period: Option 1 POP Begin: 10-01-2020 POP End: 09-30-2021

Option year 1 Total:

Contract Period: Option 2 POP Begin: 10-01-2021 POP End: 09-30-2022

Contract Period: Option 2

Option year 2 Total:

Contract Period: Option 3 POP Begin: 10-01-2022 POP End: 09-30-2023

Option year 3 Total:

Contract Period: Option 4 POP Begin: 10-01-2023 POP End: 09-30-2024

Option year 4 Total:

GRAND TOTAL

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 52.217-8 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.3 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.4 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.5 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…