36C25920Q0785 - SHARPS Solicitation.docx

36C25920Q0785

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

36C259-20-AP-1815

36C25920Q0785 3/1 /2021 Mary Good 303-712-5728 -2021 10:00am 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X X 562112 $41.5 Million N/A X 36C554 Department of Veteran Affairs Rocky Mountain Regional Veteran Affairs Medical Center 1700 N Wheeling St Aurora CO 80045 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

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 provide sharps removal services for Eastern Colorado Health Care System in accordance with the Statement of Work.

See CONTINUATION Page X X Mary Good Contracting Officer Table of Contents

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.1.1.1. CONTRACTOR: Name: ____________________ Company:__________________ Address: ___________________ Telephone: _________________ Fax: _______________________ E-mail address: ______________

B.1.1.2. GOVERNMENT: Mary E. Good, Contracting Officer Department of Veterans Affairs Rocky Mountain Network

NCO 19

6162 S. Willow Drive, Suite 300 Greenwood Village, CO 80111 Telephone: 303-712-5728

FAX: 303-712-5850

E-mail: Mary.Good2@va.gov NCO19Services1@va.gov

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

[X] 52.232-33, Payment by Electronic Funds Transfer - System for Award Management (SAM), or [N/A] 52.232-36, Payment by Third Party

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

a. Quarterly []

b. Semi-Annually []

c. Other [X] 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:

Base Year: 5/1/2021 – 4/30/2022 Option Year 1: 5/1/2022 – 4/30/2023 Option Year 2: 5/1/2023 – 4/30/2024 Option Year 3: 5/1/2024 – 4/30/2025 Option Year 4: 5/1/2025 – 4/30/2026

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B.2 PERFORMANCE WORK STATEMENT

DEPARTMENT OF VETERAN AFFAIRS

VA Eastern Colorado Health Care System Rocky Mountain Regional VAMC & VA Clinics 1700 N. Wheeling Street Aurora, CO 80045

PERFORMANCE WORK STATEMENT (PWS)

PROJECT TITLE: Sharps removal for ECHCS

Introduction:

Contractor will furnish all labor defined within the Performance Work Statement (PWS) for the following locations in accordance with the terms and conditions of this contract.

Rocky Mountain VA Medical Center (RMR VAMC):

1700 Wheeling St., Aurora, CO. 80045

Denver Clermont Campus – Bldg. 38 only:

1055 Clermont St., Denver, CO. 80220

Rose Clinic:

4545 East 9th Ave. Ste 010, Denver, CO. 80220

Golden Outpatient Clinic:

1020 Johnson Rd. Golden, CO. 80401

Domiciliary Lakewood Clinic:

7350 W. Eastman Pl., Lakewood, CO. 80227

Bio Science East Building:

1999 N. Wheeling Street, Aurora, CO 80045

Jewell Clinic:

14400 E. Jewell Ave., Aurora, CO. 80012

Aurora Clinic:

13701 E Mississippi Ave., Gateway Medical Bldg. #200, Aurora, CO. 80012

Community Resource and Referral Center (CRRC) 3836 York Street Denver, Colorado, 80205

Scope of work:

The contractor will provide all labor, sharps containers, transportation, collection, and removal of sharps generated by VA ECHCS; RMR VAMC and all Clinics as specified in this PWS in accordance with the terms and conditions of this contract.

VA ECHCS; RMR VAMC and Clinics will be responsible for properly and lawfully packaging and storing sharps in appropriate containers. Contractor shall be responsible for the provision and installation of sharps containers/brackets/mounts utilized for outfitting of the RMR VAMC and all clinics specified in this PWS. VA ECHCS; RMR VAMC and Clinics shall store the sharps in containers supplied and approved by Environmental Management Services (EMS) and meet OSHA and NIOSH standards. Sharps containers shall be leak-proof, have tight-fitting covers, and be kept clean and in good repair. The storage shall be confined to an area on the premises to which only authorized personnel shall have access and sharps containers will be exchanged in the biohazard storage rooms on each floor. Locations may be changed or added to without amendment to the contract but by written updates provided. Sharps may consist of plumbing pipes in varying lengths, patient loaded sharps in boxes and/or empty milk jugs etc.

All work shall be accomplished in accordance with federal, state, and local regulations. The applicable federal regulations that are included but not limited to are the following:

1. Blood borne Pathogen Standard (OSHA), 29 CFR 1910.1030

2. Hazard Communication Standard (OSHA), 29 CFR 1910.1200 The contractor shall provide the services enumerated above at the rates set forth to which includes all applicable assessments, and related charges. The Contractor will provide all necessary equipment to perform services. Equipment shall comply with all applicable federal, state, county, and municipal laws, regulations, guidelines and permits.

The contractor shall provide approximately 1735 sharps containers as identified below. Contractor shall ensure sharps containers are secure and attended at all times. Contractor shall not leave used containers on site after collection. All sharps containers will be labeled according to federal, state and local regulations. Contractor will supply all containers, brackets, and floor holders. Any changes to type, size, amount of equipment, brackets/holders and the frequency of service may be mutually agreed to in writing by both parties without affecting the validity of the contract. Requests for changes and installation will be performed within 7 working days of the requested change. Changes in quantity may occur during the contract period either plus or minus 75 containers. The number of containers at a site can change throughout the contract due to changes in workload at each site. The numbers shown in this PWS are best estimates based on count.

MINIMUM CONTAINER PHYSICAL PROPERTIES AND ATTRIBUTES:

Crack/damage free Clear/Readable labeling Reusable Able to be sanitized and sterilized Puncture proof Preassembled Leak proof One hand and one-step disposal mechanism Overfill protection Secure tamper proof locking mechanism Sight and view port Large access opening but with a restricted hand access which does not allow anyone to get their hand inside (regardless of size or age adult or child) Must have a system identifier to track usage Sharps lids shall consist of both funnel drop lids (especially for the Emergency department) and mail slot for all other areas.

Sharps containers need to be dark in color (red) as to prevent any Patient Identifiable Information (PII) see-through

DEFINITIONS:

Sharps as for this PWS is defined as needles, scalpel blades, broken ampoules; anything in a hospital or clinic which has been used on patients, and which may be contaminated with infectious material; to be discarded into special containers for disposal without any risk to disposal personnel.

Locations and Pickup Times:

RMR VAMC:

1700 Wheeling Street Aurora, CO. 80045 The contractor will provide service for pickup, transport, and replacement of approximately 700 sharps containers. Contractor will provide all materials necessary for the initial delivery and installation of 700 sharps containers to include all wall mounting brackets/holders. Contractor will provide transport trolleys for all 8, 17, and 19-gallon containers. Contractor shall ensure sharps containers ready for pick-up are secured and attended at all time. Contractor shall not leave used containers on site after collection. This contract will include the option to have pickups increased as needed to twice daily without an amendment to the contract to the medical center. Additional clean containers will be provided the working day prior to a federal holiday. Contractor will be expected to remove full sharps containers from all locations with a one for one swap of clean containers of the same size. Clean containers will be stored in the Service Level Concourse, Rm CS105. Sharps pickup will be off the dock area. The delivery of clean containers and pickup of full containers shall be executed based on timeline annotated below.

Changes to schedule will be communicated ahead of time and agreed to by both parties.

Installation and De-Installation:

Installation and de-installation of sharps wall mounting brackets must be performed quickly to minimize impact on patients and clinical staff. Contractor shall take no longer than fifteen (15) minutes per room to de-install and install sharps container brackets. De-install and install will take place after business hours and on weekends. Contractor will perform installation or de-installation in operating and surgical rooms on weekends to minimize impact in these critical areas. Schedule for all areas shall be provided and coordinated with the EMS Service Chief prior to commencement of work. Contractor shall provide documentation reflecting completed work by area to account for all de-installs and installs at the end of each day. Contractor shall perform the necessary clean-up after installation or de-installation.

SHARPS:

Contractor will be expected to complete a one for one swap of full sharps containers with a clean container of the same size. Removal of full sharps containers from all bio hazard storage locations three times per week in the OR/PACU, ER, Lab, Pharmacy (all 24-hour wards/clinics) with all other bio hazard locations being weekly, with the estimated quantity being:

Numbers of containers and pick-ups can change throughout contract due to changes in workload at each site. These numbers are best estimates for what is currently used.

Denver Clermont Campus – Bldg. 38 only:

Contractor will provide service for the pickup, transportation, collection, removal of sharps and a one for one swap of full sharps containers with a clean container of the same size. Sharps pickup will be off the dock area. Contractor shall ensure sharps containers ready for pickup are secure and attended at all time. Contractor shall not leave used containers on site after collection. Additional clean containers will be provided the working day prior to a federal holiday. Contractor will be expected to store clean containers in the EMS office Bldg. 38 Room 111 B/D. The delivery, pickup, and removal of sharps containers shall be executed based on timeline annotated below.

This contract will include the option to have pickups decreased as needed without an amendment to the contract for the medical center.

Contractor will be expected to remove full SHARPS containers from all locations once per week.

Numbers of containers and pick-ups can change throughout contract due to changes in workload at each site. These numbers are best estimates for what is currently used.

Clinics:

Contractor will provide service for the pickup, transportation, collection, removal of sharps and a one for one swap of full sharps containers with a clean container of the same size for all sharps generated for the Clinics listed below. Contractor shall ensure sharps containers are secure and attended at all time. Contractor shall not leave used containers on site after collection. Additional clean containers will be provided the working day prior to a federal holiday. The delivery of clean containers and pickup of full containers shall be executed based on timeline annotated below.

Rose Clinic:

Located at 4545 East 9th Ave. Ste 010, Denver, CO. 80220 Hours: Monday-Friday, 8:00am-4:30pm.

Delivery of clean containers and pickup of full containers will be performed weekly.

Numbers of containers and pick-ups can change throughout contract due to changes in workload at each site. These numbers are best estimates for what is currently used.

Jewell Clinic:

Located at 14400 Jewell Ave., Aurora, CO. 80012.

Hours: Monday-Friday, 8:00am-4:30pm.

Delivery of clean containers and pickup of full containers will be performed monthly.

Numbers of containers and pick-ups can change throughout contract due to changes in workload at each site. These numbers are best estimates for what is currently used.

Aurora Clinic:

Located at Gateway Medical Building #200, 13701 E. Mississippi, Aurora, CO. 80012.

Hours: Monday-Friday, 8:00am-4:30pm.

Delivery of clean containers and pickup of full containers will be performed bi-weekly. (Currently completed every other Thursday each month.)

Numbers of containers and pick-ups can change throughout contract due to changes in workload at each site. These numbers are best estimates for what is currently used.

Domiciliary Lakewood Clinic:

Located at 7350 W. Eastman Pl., Lakewood, CO. 80227.

Hours: operational 24 hours a day.

Delivery of clean containers and pickup of full containers will be performed monthly. (Currently completed the second Thursday each month.)

Estimated quantity being:

Numbers of containers and pick-ups can change throughout contract due to changes in workload at each site. These numbers are best estimates for what is currently used.

Bio Science East Building (Bldg. P):

1999 N. Wheeling Street, Aurora, CO 80045 Delivery of clean containers and pickup of full containers will be performed monthly. (Currently completed the second Thursday each month.)

Estimated quantity being:

Numbers of containers and pick-ups shall be provided after construction completion. Numbers can change throughout contract due to changes in workload at each site.

Golden Outpatient Clinic:

Located at 1020 Johnson Rd., Golden, CO. 80401.

Hours: Monday-Friday, 8:00am-4:30pm.

Delivery of clean containers and pickup of full containers will be performed weekly. (Currently completed on Thursday.)

Estimated quantity being:

a) forty (40) 2-gallon containers (five (5) to be maintained on site)

b) forty (40) wall brackets Numbers of containers and pick-ups can change throughout contract due to changes in workload at each site. These numbers are best estimates for what is currently used.

Community Resource and Research Center:

Located at 3836 York Street, Denver, Colorado, 80205 Hours: Monday, Tuesday, Thursday, and Friday 6:30am – 3:00pm. Wednesday 6:30am – 2:00pm.

Delivery of clean containers and pickup of full containers will be performed bi-weekly.

a) One (1) 4-gallon container (two (2) to be maintained on site)

b) One (1) 4-gallon wall bracket Numbers of containers and pick-ups can change throughout contract due to changes in workload at each site. These numbers are best estimates for what is currently used.

PICKUP AND DELIVERY PROCESS:

The contractor must utilize their own transport carts for the safe removal and transport of their containers. Due to space limitations, carts cannot be left on site by the contractor.

All containers filled to the half-way, ½ mark are to be removed and a one for one swap of a clean container completed. Clean containers will be left in the Service Level Concourse, Room CS-105.

All sharps containers collected shall be identified on a document and a copy must be signed, then left with the Government POC on the day of collection. The contractor shall respond for a delivery or pickup for any missed or failures in compliance within 24 hours, in accordance with the QASP.

The contractor shall pickup sharps between the hours of 7:00 AM through 4:30 PM on regular clinic days, with the exception of the OR/PACU whereby the pickup time needs to be scheduled prior to surgeries. The contactor shall not pickup sharps outside of the designated hours. The scheduled pickup times will be mutually agreeable to both parties. The contractor is responsible for notifying the appropriate Government official at each site for arrangements for the pickup of the sharps. If routine pickup is scheduled on a recognized Government holiday, then the pickup must be rescheduled and picked up either the day before or after the federal holiday. The 10 national holidays observed by the Federal Government are as follows:

Or any other day specifically declared by the President of the United States to be a National Holiday.

PERSONNEL:

Contractor employees will not be considered or treated as federal employees for any purpose, will not be regarded as performing a personal service, and will not be eligible for civil service employee benefits, including retirement. Contractor employees shall identify themselves as contractor employees in all communication modes used in performing the services, e.g. email, telephone, verbal. Services furnished by contractor employees will be performed as necessary to fulfill the requirements of this PWS.

The Contracting Officer reserves the right to request the contractor to provide another employee if an employee does not obey VAMC directives, or does not act in the best interest of the Government.

The contractor shall be responsible for protecting the personnel that are furnishing the services under this contract. To carry out this responsibility, the contractor shall provide the following for their personnel:

EDUCATION AND TRAINING REQUIREMENTS

The Contractor shall provide training to the employees at the Medical centers, Clinics, PCTOCs and Tele-health Clinics for proper access and delivery days/times.

All service techs working under this contract shall be fully trained by their company in aseptic and sterile technique and personal protective equipment use.

All service techs shall be trained in compliance with VA and The Joint Commission (TJC) policies, procedures, and standards when entering the various patient care areas, such as isolation rooms, operating rooms and regular patient rooms. The Medical Center Infection Control shall be available for this training, if any questions or problems arise.

Contractors shall meet OSHA requirements for Hepatitis B vaccination and post-exposure follow up for their employees.

SPECIAL CONTRACT REQUIREMENTS:

CONTRACTOR SUBMITTALS/CERTIFICATES OF COMPLIANCE:

Prior to commencement of any service/work, the contractor and employees working on this contract shall submit to the Contracting Officer:

SECURITY:

All Service Techs for the contractor shall be in their company’s uniform and have a company furnished ID badge when performing pickups at the Medical Center and Clinics.

The contractor shall require their employees to comply with all VA regulations regarding conduct, security, parking, badging, smoking on station, and any others called to their attention by VA employees. The Government POC will provide the information required to the contract employees.

a. Badge access to RMR VAMC will be limited and it is the contractors responsibility to provide employee names for the site access within 3 business days of contract awarded.

RECORDKEEPING:

In the performance of all services to be provided hereunder, the contractor agrees to comply with all applicable permits, all applicable federal, state, county, and municipal laws and ordinances and all lawful orders, rules, regulations and guidelines of any duly constituted authority, including but not limited to social security, income tax withholding laws, unemployment compensation laws, environment, safety and health laws and manifesting requirements.

The contractor and its affiliates shall keep and retain adequate books and records and other documentation including personnel records, correspondence, instructions, plans, receipts, vouchers, copies of all manifests and any other records or repots or memoranda, consistent with and for the period required by applicable regulatory requirements and guidelines pertaining to performance of the services.

DOCUMENTATION OF SERVICES RENDERED:

The contractor shall provide a log sheet at the time of sharps pickup. The original copy will be given to the VA Government POC or local on-site Point of Contact (POC). The log sheet shall state the date of pick-up, the number of boxes taken, the weight of the boxes, the signature of the contractor representative and signature of the Government POC.

QUALITY ASSURANCE SURVEILLANCE PLAN (QASP):

Performance Objective Surveillance Method Performance Threshold The contractor shall ensure the confidentiality of all patient information.

100% review No defects allowed.

The contractor shall provide monthly record of deliveries and pickups of sharps containers to include the weight disposed of to the Government POC and the designated alternate of the contract. Monthly records will be submitted electronically.

100% review Two (2) valid defects per year.

QUALITY CONTROL/PERFORMANCE STANDARDS:

The contractor is responsible for ensuring services are performed in accordance with PWS requirements. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. As a minimum the contractor shall develop quality control procedures addressing the areas identified in paragraph 5, Quality Assurance Surveillance Plan.

Blood exposure related to sharps disposal will be monitored:

DOCUMENTING PERFORMANCE:

The Government POC will verify performance of the contractor and will be responsible for the correction of any discrepancies. The Government POC shall document any deficiencies in writing and forward them to the contracting officer. Contractor shall resolve all deficiencies within 3 business days with documentation of completion.

STANDARD OF ACCEPTANCE (SHARPS).

Service is acceptable if all Sharps containers half (½) full have been picked up, exchanged, and documentation provided on schedule.

The Government POC shall use random daily checks to ensure service has been performed.

B.3 PRICE/COST SCHEDULE

Period of Performance:

5/1/2021 – 4/30/2022

Period of Performance:

5/1/2022 – 4/30/2023

Period of Performance:

5/1/2023 – 4/30/2024

Period of Performance:

5/1/2024 – 4/30/2025

Period of Performance:

5/1/2025 – 4/30/2026

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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.

For the purposes of the award of this Contract, the Government intends to evaluate the option to extend services under FAR 52.217-8 as follows:

The evaluation will consider the possibility that the option can be exercised at any time, and can be exercised in increments of one to six months, but not for more than a total of six months during the life of the contract. The evaluation will assume that the prices for any option exercised under FAR 52.217-8 will be at the same rates as those in effect under the contract at the time the option is exercised. The evaluation will therefore assume that the addition of the price or prices of any possible extension or extensions under FAR 52.217-8 to the total price for the basic requirement and the total price for the priced options has the same effect on the total price of all proposals relative to each other, and will not affect the ranking of proposals based on price, unless, after reviewing the proposals, the Government determines that there is a basis for finding otherwise. This evaluation will not obligate the Government to exercise any option under FAR 52.217-8. The `specified' rates under this clause will be those rates in effect under the contract each time an option is exercised under this clause.

(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 30 days 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 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award,…