36C25919R0058-000.docx

36C25919R0058

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

36C259-18-AP-2482

554-19-1-963-0018 36C25919R0058 02-27-2019 Francisco Velazquez 303-712-5723 03-20-2019

9:00 AM MT

36C259 Department of Veterans Affairs Network Contracting Office (NCO19) Rocky Mountain Acquisition Center 6162 South Willow Drive, Suite 300 Greenwood Village, CO 80111 X 562211 $38.5 Million X N/A X 36C554 Department of Veterans Affairs Rocky Mountain Regional VA Medical Center 1700 N. Wheeling St.

Aurora, CO 80045 36C259 Department of Veterans Affairs Network Contracting Office (NCO19) Rocky Mountain Acquisition Center 6162 South Willow Drive, Suite 300 Greenwood Village, CO 80111

Submitted Electronically Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page The contractor shall remove, package, ship and dispose hazardous, universal, and non-hazardous chemical and pharmaceutical wastes at the Department of Veterans Affairs, Eastern Colorado Health Care System (ECHCS):

CBOC: Community Based Outpatient Clinic Rocky Mountain Regional VA Medical Center (RMRVAMC) PFC Floyd K. Lindstrom Clinic at Colorado Springs (CBOC) Pueblo CBOC Pueblo Community Living Center Golden CBOC Denver CBOC Valor Point Domiciliary

SEE ATTACHED SCHEDULE TO PLACE PRICING

See CONTINUATION Page X X X

RONNIE R. JONES

Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS………………………………………………4

SECTION C - CONTRACT CLAUSES…...…………………………

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS………………….42

SECTION E - SOLICITATION PROVISIONS……………………………………………………….71

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

B.1.1. Contract Administration: All contract administration matters will be handled by the following individuals:

B.1.1.2. GOVERNMENT: Francisco Velazquez, Contract Specialist Department of Veterans Affairs Rocky Mountain Network

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village, CO 80111 Telephone: 303-712-5723

FAX: 303-712-5824

B.1.2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

B.1.3. GOVERNMENT INVOICE ADDRESS: Invoices shall be submitted in arrears:

c. Other [MONTHLY IN ARREARS] B.1.4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted electronically to the VA Financial Services Center for payment processing, free of charge. For any questions about the e-invoicing program, please contact the FSC at the phone number or email address listed below:

· OB10/Tungsten e-Invoice Setup Information: (877) 752-0900

· OB10/Tungsten e-Invoice email: USClientServices@ob10.com

· FSC e-Invoice Contact Information: (877) 353-9791

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

· The following two codes will be required when creating a vendor profile in OB10:

OB10 Buyer Number AAA544240062 Promo Code: VAPC7Y18

B.1.5. DUNS NUMBER: Please provide the Dun and Bradstreet Number assigned to your firm in the space provided: _______________________________________________.

B.1.6. TAX IDENTIFICATION NUMBER: Please provide the tax identification number to be utilized for this contract: _________________________________________________.

B.1.7. PERIOD OF PERFORMANCE: Services required herein shall be for the following time period:

B.1.8. DEPARTMENT OF LABOR WAGE DETERMINATION: Department of Labor Wage Determinations and any future versions will be incorporated into this contract.

B.2 STATEMENT OF WORK

HAZARDOUS, NON-HAZARDOUS AND UNIVERSAL WASTE DISPOSAL

FOR THE EASTERN COLORADO HEALTH CARE SYSTEM

1. General Task Statement:

The contractor shall remove, package, ship and dispose of hazardous, universal, and non-hazardous chemical and pharmaceutical wastes at the Department of Veterans Affairs, Eastern Colorado Health Care System (ECHCS):

Rocky Mountain Regional VA Medical Center (RMRVAMC) 13611 E. Colfax Avenue Aurora CO 80045

PFC Floyd K. Lindstrom Clinic at Colorado Springs (CBOC) 3141 Centennial Boulevard Colorado Springs, CO 80907

Pueblo Community Based Outpatient Clinic 4776 Eagleridge Circle Pueblo, CO 81008

Pueblo Community Living Center 2600 Oakshire Ln Pueblo, CO 81001-5671

Golden Community Based Outpatient Clinic 1020 Johnson Road Golden, CO 80401

Valor Point Domiciliary 7350 W Eastman Place Lakewood, CO 80227

Denver Community Based Outpatient Clinic 1055 Clermont St Denver CO 80220

Quantities and frequencies of each item are estimates based on a per item amount at the VA Facilities. Additional chemical wastes not listed may be added to this contract by amendment by the Contracting Officer, if such wastes are identified during the process of this contract.

2. Statement of Work (SOW):

a. The Contractor shall characterize all waste streams identified by the VA Facilities using process knowledge, identity of the chemicals, and other types of chemical analysis including, but not limited, to Toxicity Characteristic Leaching Procedure (TCLP) if necessary for disposal. Chemical wastes shall include, but not be limited to, hazardous wastes, non-hazardous chemical/pharmaceutical wastes, and universal wastes (e.g. mercury-containing manufactured devices, metallic lead for recycle, and aerosols managed as universal waste). Radioactive wastes shall not be covered under this SOW. Work shall be performed in accordance with all applicable, Federal, State, Local and all governing regulations. {Note: “Hazardous Waste” means wastes that are so designated under the Resource Conservation and Recovery Act (RCRA) in 40 CFR Part 261.3. “Universal Waste” is a specific subset of “Hazardous Waste” and is defined in 40 CFR Part 273, and 6 CCR 1007-3 Part 273.}

b. The Contractor shall accomplish only compliant collection and transfer of hazardous, non-hazardous, and universal wastes from the central accumulation point. When within VA Facility property, the Contractor shall maintain cleanliness compliant with applicable hospital infection control standards for their equipment, vehicles and staff. The Contractor shall then compliantly package and ship from the VA Facility to only disposal locations certified for this purpose under applicable federal and state environmental compliance regulations.

c. The Contractor shall segregate wastes by hazard class or chemical compatibility and label wastes compliantly for shipment. Only the largest containers feasible shall be used to minimize the number of containers to be shipped. The Contractor shall be responsible for properly containerizing all lab-packs and shipping containers, and for assuming all safety measures to prevent harm or injury to VA patients, visitors, employees, contractor employees (example: Personal Protective Equipment) and the environment (example: storm drain covers). The Contracting Officer has the authority under this contract to present a verbal “stop work order” pertaining to job activity they reasonably believe represents an imminent hazard to life, property or the environment. This verbal order shall be followed up by written stop work order issued by the Contracting Officer as soon as feasible after the imminently hazardous situation has been stabilized or abated.

d. Should hazardous, non-hazardous chemical or universal waste be released during the performance of services under this contract, through no fault of the VA facilities, the Contractor shall be responsible for all costs associated with the satisfactory remediation of the incident. This shall include the cost of all labor and materials as well as any actual damages incurred to the VA Facility and harm caused to patients, visitors and staff of the medical center. The remediation efforts shall be performed to the satisfaction of the jurisdictional regulatory authorities and the ECHCS Green Environmental Management Systems (GEMS) Program Manager.

e. All hazardous and non-hazardous chemical wastes generated by the VA Facilities shall be managed and disposed of by the Contractor in accordance with current Federal, State and local guidelines governing regulated hazardous and non-hazardous chemical wastes.

3. Contractor Furnished Materials and Equipment:

The Contractor shall furnish a properly equipped truck, DOT-certified, for carrying hazardous wastes with a powered lift gate, hand-trucks, containers and packing materials for waste disposal/shipment when collecting on-site. Contractor shall provide a list of containers and pricing with their proposal. Should the government require this service, contractor shall invoice the container in accordance with list submitted with their pricing proposal.

4. Licenses and Permits:

The Contractor shall, without additional cost to the Government, provide and maintain all licenses and permits for operational personnel, trailers, containers, vehicles and other resources required for proper removal of hazardous, non-hazardous chemical waste, and universal waste in accordance with all applicable Federal, State, Municipal, and local regulations (e.g. OSHA, EPA, DEP, 49 CFR (DOT) including, but not limited to HM-18). If appropriate licenses are not maintained in accordance with Federal and State requirements, the VA may terminate the contract effective upon discovery. The VA reserves the right to halt work if the Contracting Officer and or Point of Contact (POC) determine work is being done in an unsafe/unhealthy manner or that could harm the environment. VA shall not incur additional costs if work is halted for good cause.

The Contractor shall have and maintain licenses and permits that are required by Federal and State regulations:

(a) Current waste transporter permit(s)

(b) List of all transfer stations, treatment, storage and disposal facilities (TSDFs) including incineration, wastewater and sludge treatment facilities that shall be utilized during this contract to include the capacity of these facilities and the waste codes for the waste streams they are permitted to accept by treatment technology. Address, phone number and other contact information shall be provided. The VA reserves the right to inspect each of these facilities before approving its use or at any time during or after contract period while VA wastes are present.

(c) Copy of Operator permit(s)

(d) Certificates of training of staff and/or personnel who shall perform site work under this contract showing that at least the minimum training required by law, as specified in 29CFR 1910-120, 40 CFR Parts 260-265 and 49 CFR Parts 171-178, has been completed.

(e) Provide a copy of US EPA identification number(s) certificate for each business entity operated by the contractor that shall provide service regarding any aspect of VA waste disposal program (i.e. storage, transfer, incinerator sites).

(f) Provide a copy of certificate of registration with the Colorado Department of Public Health & Environment as a hazardous waste hauler for each business entity operated by the contractor that shall provide hazardous waste transportation services for any aspect of VA waste disposal program.

(g) Contractor shall certify in writing that it acknowledges and is in possession of all required business licenses and permits.

(h) Provide information identifying any proposed subcontractors and identifying services to be performed by the subcontractors. Contractor must submit evidence that subcontractor is qualified and legally able to provide services.

(i) Provide a list of names, titles, addresses, telephone numbers, pager/beeper/cell numbers, facsimile numbers and e-mail addresses of key managers, supervisors, customer service and field service personnel performing under this contract.

(j) Provide written Standard Operating Procedures (SOPs) for the collection, handling, accumulation, sampling, lab testing, characterization, packing and shipping of hazardous, universal and non-hazardous wastes.

(k) Provide a single point of contact for the VA Facility with backup.

5. Documentation

a. The Contractor is required to comply with all Federal, State and local regulations, policies and procedures regarding tracking, record keeping, manifesting and documentation of all hazardous, universal and non-hazardous chemical wastes. The contractor shall comply with all changes to such Federal, State and local regulations and procedures which occur during the term of this contract. The Contractor shall provide to the Government any additional certifications that may be required because of changes in such laws.

b. The Contractor shall provide all manifests and documentation (e.g. land disposal restrictions, certificates of destruction, etc.) that apply to the removal and disposal of hazardous, universal and non-hazardous chemical wastes conducted by its workforces and/or its subcontractors. The Contractor shall furnish a properly executed and legible copy of the appropriate manifests required to document the safe shipment and proper disposal of hazardous, universal and non-hazardous chemical waste generated by the Government under the terms of this contract. Contractor shall immediately correct any identified deficiencies discovered in manifests and documentation in a timely manner.

c. Prior to the removal and transport of hazardous, universal and non-hazardous chemical waste generated by the VA, the Contractor shall obtain approval and signature for each manifest from the ECHCS POC or the ECHCS Green Environmental Management Systems (GEMS) Program Manager verifying that the Contractor has accepted the waste from the VA and that the waste was properly shipped for treatment or disposal. Manifests not signed by the ECHCS POC or the ECHCS GEMS Program Manager shall not be deemed valid. The Generator Copy, Generator State Copy and Destination State Copy of the executed manifest (signed manifest shall be provided to the respective VA Facility within 30 days) shall be provided to the ECHCS Safety Office when hazardous, universal and non-hazardous chemical waste is disposed of, as applicable, and before the removal of any waste from the VA Facilities.

d. In addition to providing the manifests, the Contractor shall provide a properly executed and signed disposal certificate for each manifest to the ECHCS POC within ninety (90) calendar days of removal of waste from this facility. The disposal certificate shall clearly indicate that all waste has been properly disposed of and shall specify the site and date of disposal or incineration (90 day requirement). Exceptions to this must be approved by the POC or his designated representative.

e. The contractor shall provide an annual report summarizing the prior year’s waste shipments – types of waste, classifications, and weights to the POC on or before December 1.

f. Hours of Operation. Removal of the hazardous, universal and non-hazardous chemical wastes shall be normally performed during the hours of 8:00 AM and 3:00 PM, Monday through Friday, excluding National Holidays. The POC is available during those hours for the approval of manifests and other required documentation, unless exigent circumstances require services during an unscheduled time period. The following Federal legal holidays are observed by this facility:

New Year’s Day

January 1st

* And any other day declared by the executive order by the President of the United States.

6. Capability Requirements/Delivery and Performance Schedules:

a. Contractor representatives who perform services under this contract (to include those coming to ECHCS facilities for pick-ups) shall be competent, experienced and qualified to perform such services listed herein. The Contractor shall submit proof of appropriate training and experience for vendor personnel performing services in accordance with applicable regulations.

b. The Contractor shall follow a regular monthly pick-up, see section B.3 Hazardous/Non-Hazardous Waste Estimated Disposal Schedule. Community Based Outpatient Clinic (CBOC) pick-ups are typically on a quarterly basis and often initiated by a phone call (or e-mail) from its point of contact to the vendor. The ECHCS POC or the ECHCS GEMS Program Manager shall notify the Contractor of the necessity for the pick-up for unusual circumstances outside of the normal schedule. The Contractor must coordinate all pickups with the ECHCS POC or the ECHCS GEMS Program Manager. The Contractor shall be required to pick up waste within seven (7) calendar days of telephonic notification by government representatives.

c. The Government requires services on a recurring basis. There will be no penalty or additional costs incurred should the VA require more or fewer than the estimated pickups or disposal volume outlined in section B.3 Hazardous/Non-Hazardous Waste Estimated Disposal Schedule.

d. The secured medication rooms at ECHCS facilities (excluding RMRVAMC) are the designated Central Accumulation Point locations. The Contractor shall contact the VA facility medical POC’s to schedule an appointment. POC information shall be provided upon contract award.

B.3 HAZARDOUS/NON-HAZARDOUS WASTE ESTIMATED DISPOSAL SCHEDULE

These estimates of waste types, amounts, and pickup frequencies are based on past history for planning purposes at the Denver and Aurora facilities. Actual amounts, types, and pick up requirements may vary with facility activity. The process for pick-ups at the VA facility generally starts when the vendor collects hazardous wastes from the Central Accumulation Point (CAP) on a monthly basis. The vendor takes the hazardous wastes from the Central Accumulation Point (CAP) to the vendor’s federal and state certified Treatment, Storage and Disposal Facility (TSDF) for compliant disposal. All containers used to transport and dispose hazardous and non-hazardous waste shall be Department of transportation (DOT) rated for their intended contents.

BASE YEAR: Period of Performance March 27, 2019 through March 26, 2020 Rocky Mountain Regional VAMC Monthly CAP pick-up frequency unless otherwise stated.

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PFC Floyd K. Lindstrom Clinic at Colorado Springs Estimate 3 pick-ups per year

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Pueblo Outpatient Clinic

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Pueblo Community Living Center

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Golden Outpatient Clinic

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Denver VA Medical Center Outpatient Clinic

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Valor Point Domiciliary Estimate 1 pick-up per year

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BASE YEAR TOTAL: ________________________________

OPTION YEAR ONE: Period of Performance March 27, 2020 through March 26, 2021 Rocky Mountain Regional VAMC Monthly CAP pick-up frequency unless otherwise stated.

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OPTION YEAR ONE TOTAL: ________________________________

OPTION YEAR TWO: Period of Performance March 27, 2021 through March 26, 2022 Rocky Mountain Regional VAMC Monthly CAP pick-up frequency unless otherwise stated.

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OPTION YEAR TWO TOTAL: ________________________________

OPTION YEAR THREE: Period of Performance March 27, 2022 through March 26, 2023 Rocky Mountain Regional VAMC Monthly CAP pick-up frequency unless otherwise stated.

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OPTION YEAR THREE TOTAL: ________________________________

OPTION YEAR FOUR: Period of Performance March 27, 2023 through March 26, 2024 Rocky Mountain Regional VAMC Monthly CAP pick-up frequency unless otherwise stated.

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OPTION YEAR FOUR TOTAL: ________________________________

The minimum guarantee to be paid out during the base year of the contract is: $ 2,500.00 36C25919R0058 The maximum limit to be ordered during the life of the contract is: $877,500.00

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 52.216-18 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 March 27, 2019 through March 26, 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.3 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 $2,500, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those…