36C25923Q0403.docx

36C25923Q0403

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.

UEI:

EFT:

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. SIGNAT

URE 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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

36C25923Q0403 04-27-2023 Mitchael Purdom 918-577-4435 05-01-2023 14:00

CDT

623/90c Department of Veterans Affairs Network Contracting VISN 19 1011 Honor Heights Drive Muskogee OK 74401-1318 X X 562111 $41.5 Million N/A X 623/90c Department of Veterans Affairs VA Montana Health Care System 1892 Williams Street Fort Harrison MT 59636 623/90c Department of Veterans Affairs Network Contracting VISN 19 ATTN: Mitchael Purdom 1011 Honor Heights Drive Muskogee OK 74401-1318

623/04 Department of Veterans Affairs Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Respond to Solicitation:

E-mail: mitchael.purdom@va.gov Acceptable: mail to (see block 9 above) must be received on/before due date/time (see block 8 above) **Faxes will not be accepted.* See CONTINUATION Page X X Mitchael Purdom

VA-VHA-RPOW-2022-249455

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:

b. GOVERNMENT: Contracting Officer 36C259 Mitchael Purdom

Network Contracting VISN 19

1011 Honor Heights Drive Muskogee OK 74401-1318

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.

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

B.2 Performance Work Statement

Page 1 of Page 1 of

DESCRIPTION / WORK STATEMENT

Montana VA Health Care System Trash Collection Removal

REQUIREMENTS:

These specifications cover the furnishing of all necessary labor, material and equipment to satisfactorily remove solid waste, trash, and refuse from the Fort Harrison Veterans Affairs Medical Center (VA Montana Health Care System), in Fort Harrison, Montana.

The services will be completed on the agreed upon schedule shown in the Price/Cost Schedule below. Disposal services shall include but not limited to, landfill fees, taxes and /or additional expenses related to the disposition of trash and garbage. Any trash or garbage scattered by the contractor on the Medical Center grounds must be recovered and removed. The pickup area must be left in a clean oil-free sanitary condition. All debris dropped by the contractor must be promptly removed. All containers must be returned to the proper position.

Upon request after award of a contract, the Contracting Officer (CO) or the Contracting Officer’s Representative (COR) will provide to the Contractor a location site map to show the present and preferred locations of all of the solid waste and/or trash receptacles that are to be emptied.

1. WORKMANSHIP

a. Contractor must maintain a state of cleanliness inside and outside the compactor and all Contractor owned containers.

b. Area around the compactor and compactor itself must be kept clean and free of excessive oil/fluids.

c. All employees/drivers/helpers for the Contractor will be in their company’s uniform, or wearing the Contractor’s name or logo, and have their company’s ID clearly visible on them when performing pickups on the VAMC grounds.

2. QUALIFICATIONS: Offers will be considered only from offerors who are regularly established in the business called for and who in the judgment of the Department of Veterans Affairs are financially responsible and able to show evidence of their reliability, ability, experience, equipment, facilities and satisfactory services as called for under this proposal.

3. SAFETY REQUIREMENTS: In the performance of this contract, the Contractor shall take such safety precautions as the Contracting Officer, or his designee may determine to be reasonably necessary to protect the lives and health of occupants of the building and the lives and health of the contractor’s personnel. The Contracting Officer or designee will notify the contractor of any noncompliance with the foregoing provision and action to be taken. The Contractor shall after receipt of such notice immediately correct the conditions to which attention has been directed. Such notice, when served on the Contractor or representative at the site of the work, shall be deemed sufficient for the purpose of aforesaid. If the Contractor fails or refuses to comply promptly, the Contracting Officer may issue an order stopping all or any part of the work, and hold the Contractor in default.

4. WORKMENS COMPENSATION: The Contractor agrees to procure and maintain for the contract period, Workmen’s Compensation and Employers Public Liability Insurance in accordance with the state laws of Montana.

5. LIABILITY AND INSURANCE COVERAGE: The Contractor will be solely responsible for injuries or damage to persons or Government property which may be caused by acts or omissions by him or anyone in his employ while executing the contact and shall maintain personal liability and property damage insurance. Contractor will repair or replace, without cost to the Government, any property damaged by Contractor or Contractor’s employees during the execution of this contract.

6. EVIDENCE OF COVERAGE: BEFORE COMMENCING WORK ON THIS CONTRACT, THE CONTRACTOR SHALL FURNISH TO THE CONTRACTING OFFICER A CERTIFICATE FROM THEIR INSURANCE COMPANY AND STATE OF MONTANA INDICATING THAT COVERAGE OUTLINED IN PARAGRAPHS 4 AND 5 HAS BEEN OBTAINED AND THAT IT MAY NOT BE CHANGED OR CANCELLED WITHOUT NOTICE TO THE CONTRACTING OFFICER. THE FURNISHING OF SUCH EVIDENCE OF INSURANCE COVERAGE, WORKMEN’S COMPENSATION, AND EMPLOYERS LIABILITY INSURANCE MAY NOT BE WAIVED.

7. PRICE/COST SCHEDULE AND SCHEDULE OF WORK:

a. All containers except the compactor will be provided by the Contractor.

b. The contract period will be for a Base Year and Four (4) one-year options.

DISPOSAL CONTRACT FOR VA FORT HARRISON

1. EMPTY 07 EA 95 GALLON CURB CONTAINER WEEKLY ON THURSDAYS

2. EMPTY 02 EA 8 YARD DUMP SERVICE WEEKLY ON THURSDAYS

3. RENTAL 02 EA 8 YARD DUMPSTER

4. EMPTY GOVERNMENT OWNED COMPACTOR WEEKLY ON THURSDAYS

5. COMPACTOR HAUL PRICE TONNAGE 2 TONS WEEKLY

6. EMPTY 20 YARD ROLL OFF 18 TIMES PER YEAR

7. EMPTY 300 GAL CAN MONTHLY

8. EMPTY 300 CAN

9. HOLDER FEE 300 GAL CAN

10. EMPTY 30 YARD ROLL OFF TWICE PER MONTH

11. DUMPING FEE AND OTHER FEE AS NEEDED

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

EMPTY 07 EACH 95 GAL CURB CONTAINERS WEEKLY ON THURSDAYS

Contract Period: Base POP Begin: 05-01-2023 POP End: 04-30-2024 PRINCIPAL NAICS CODE: 562111 - Solid Waste Collection PRODUCT/SERVICE CODE: S205 - Housekeeping - Trash/Garbage Collection

EMPTY 2 EACH 8 YRD DUMPSTERS WEEKLY ON THURSDAYS

POP Begin: 05-01-2023 POP End: 04-30-2024

RENTAL 2 EACH 8 YARD DUMPSTER

POP Begin: 05-01-2023 POP End: 04-30-2024

EMPTY GOVERNMENT -OWNED COMPACTOR WEEKLY ON THURSDAYS

POP Begin: 05-01-2023 POP End: 04-30-2024

COMPACTOR HAUL PRICE TONAGE 2 TONS WEEKLY

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EMPTY 20 YARD ROLL OFF 18 TIMES PER YEAR

POP Begin: 05-01-2023 POP End: 04-30-2024

EMPTY 300 GAL CAN MONTHLY

POP Begin: 05-01-2023 POP End: 04-30-2024

RENTAL 300 GAL CAN

POP Begin: 05-01-2023 POP End: 04-30-2024

HOLDER FEE 300 GAL CAN

POP Begin: 05-01-2023 POP End: 04-30-2024

EMPTY 30 YARD ROLL OFF MONTHLY

POP Begin: 05-01-2023 POP End: 04-30-2024

DUMPING FEE AND OTHER FEES AS NEEDED

POP Begin: 05-01-2023 POP End: 04-30-2024

EMPTY 07 EACH 95 GAL CURB CONTAINERS WEEKLY ON THURSDAYS

POP Begin: 05-01-2024 POP End: 04-30-2025

EMPTY 2 EACH 8 YRD DUMPSTERS WEEKLY ON THURSDAYS

POP Begin: 05-01-2024 POP End: 04-30-2025

RENTAL 2 EACH 8 YARD DUMPSTER

POP Begin: 05-01-2024 POP End: 04-30-2025

EMPTY GOVERNMENT -OWNED COMPACTOR WEEKLY ON THURSDAYS

POP Begin: 05-01-2024 POP End: 04-30-2025

COMPACTOR HAUL PRICE TONAGE 2 TONS WEEKLY

POP Begin: 05-01-2024 POP End: 04-30-2025

EMPTY 20 YARD ROLL OFF 18 TIMES PER YEAR

POP Begin: 05-01-2024 POP End: 04-30-2025

EMPTY 300 GAL CAN MONTHLY

POP Begin: 05-01-2024 POP End: 04-30-2025

RENTAL 300 GAL CAN

POP Begin: 05-01-2024 POP End: 04-30-2025

HOLDER FEE 300 GAL CAN

POP Begin: 05-01-2024 POP End: 04-30-2025

EMPTY 30 YARD ROLL OFF MONTHLY

POP Begin: 05-01-2024 POP End: 04-30-2025

DUMPING FEE AND OTHER FEES AS NEEDED

POP Begin: 05-01-2024 POP End: 04-30-2025

EMPTY 07 EACH 95 GAL CURB CONTAINERS WEEKLY ON THURSDAYS

POP Begin: 05-01-2025 POP End: 04-30-2026

EMPTY 2 EACH 8 YRD DUMPSTERS WEEKLY ON THURSDAYS

POP Begin: 05-01-2025 POP End: 04-30-2026

RENTAL 2 EACH 8 YARD DUMPSTER

POP Begin: 05-01-2025 POP End: 04-30-2026

EMPTY GOVERNMENT -OWNED COMPACTOR WEEKLY ON THURSDAYS

POP Begin: 05-01-2025 POP End: 04-30-2026

COMPACTOR HAUL PRICE TONAGE 2 TONS WEEKLY

POP Begin: 05-01-2025 POP End: 04-30-2026

EMPTY 20 YARD ROLL OFF 18 TIMES PER YEAR

POP Begin: 05-01-2025 POP End: 04-30-2026

EMPTY 300 GAL CAN MONTHLY

POP Begin: 05-01-2025 POP End: 04-30-2026

RENTAL 300 GAL CAN

POP Begin: 05-01-2025 POP End: 04-30-2026

HOLDER FEE 300 GAL CAN

POP Begin: 05-01-2025 POP End: 04-30-2026

EMPTY 30 YARD ROLL OFF MONTHLY

POP Begin: 05-01-2025 POP End: 04-30-2026

DUMPING FEE AND OTHER FEES AS NEEDED

POP Begin: 05-01-2025 POP End: 04-30-2026

EMPTY 07 EACH 95 GAL CURB CONTAINERS WEEKLY ON THURSDAYS

POP Begin: 05-01-2026 POP End: 04-30-2027

EMPTY 2 EACH 8 YRD DUMPSTERS WEEKLY ON THURSDAYS

POP Begin: 05-01-2026 POP End: 04-30-2027

RENTAL 2 EACH 8 YARD DUMPSTER

POP Begin: 05-01-2026 POP End: 04-30-2027

EMPTY GOVERNMENT -OWNED COMPACTOR WEEKLY ON THURSDAYS

POP Begin: 05-01-2026 POP End: 04-30-2027

COMPACTOR HAUL PRICE TONAGE 2 TONS WEEKLY

POP Begin: 05-01-2026 POP End: 04-30-2027

EMPTY 20 YARD ROLL OFF 18 TIMES PER YEAR

POP Begin: 05-01-2026 POP End: 04-30-2027

EMPTY 300 GAL CAN MONTHLY

POP Begin: 05-01-2026 POP End: 04-30-2027

RENTAL 300 GAL CAN

POP Begin: 05-01-2026 POP End: 04-30-2027

HOLDER FEE 300 GAL CAN

POP Begin: 05-01-2026 POP End: 04-30-2027

EMPTY 30 YARD ROLL OFF MONTHLY

POP Begin: 05-01-2026 POP End: 04-30-2027

DUMPING FEE AND OTHER FEES AS NEEDED

POP Begin: 05-01-2026 POP End: 04-30-2027

EMPTY 07 EACH 95 GAL CURB CONTAINERS WEEKLY ON THURSDAYS

POP Begin: 05-01-2027 POP End: 04-30-2028

EMPTY 2 EACH 8 YRD DUMPSTERS WEEKLY ON THURSDAYS

POP Begin: 05-01-2027 POP End: 04-30-2028

RENTAL 2 EACH 8 YARD DUMPSTER

POP Begin: 05-01-2027 POP End: 04-30-2028

EMPTY GOVERNMENT -OWNED COMPACTOR WEEKLY ON THURSDAYS

POP Begin: 05-01-2027 POP End: 04-30-2028

COMPACTOR HAUL PRICE TONAGE 2 TONS WEEKLY

POP Begin: 05-01-2027 POP End: 04-30-2028

EMPTY 20 YARD ROLL OFF 18 TIMES PER YEAR

POP Begin: 05-01-2027 POP End: 04-30-2028

EMPTY 300 GAL CAN MONTHLY

POP Begin: 05-01-2027 POP End: 04-30-2028

RENTAL 300 GAL CAN

POP Begin: 05-01-2027 POP End: 04-30-2028

HOLDER FEE 300 GAL CAN

POP Begin: 05-01-2027 POP End: 04-30-2028

EMPTY 30 YARD ROLL OFF MONTHLY

POP Begin: 05-01-2027 POP End: 04-30-2028

DUMPING FEE AND OTHER FEES AS NEEDED

POP Begin: 05-01-2027 POP End: 04-30-2028

SECTION C - CONTRACT CLAUSES

C.1 52.204-22 ALTERNATIVE LINE ITEM PROPOSAL (JAN 2017)

(a) The Government recognizes that the line items established in this solicitation may not conform to the Offeror's practices. Failure to correct these issues can result in difficulties in acceptance of deliverables and processing payments. Therefore, the Offeror is invited to propose alternative line items for which bids, proposals, or quotes are requested in this solicitation to ensure that the resulting contract is economically and administratively advantageous to the Government and the Offeror.

(b) The Offeror may submit one or more additional proposals with alternative line items, provided that alternative line items are consistent with subpart 4.10 of the Federal Acquisition Regulation. However, acceptance of an alternative proposal is a unilateral decision made solely at the discretion of the Government. Offers that do not comply with the line items specified in this solicitation may be determined to be nonresponsive or unacceptable.

(End of Provision) C.2 52.209-11 REPRESENTATION BY CORPORATIONS REGARDING DELINQUENT TAX LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW (FEB 2016)

(a) As required by sections 744 and 745 of Division E of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235), and similar provisions, if contained in subsequent appropriations acts, the Government will not enter into a contract with any corporation that—

(1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or

(2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless an agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government.

(b) The Offeror represents that—

(1) It is [ ] is not [ ] a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and

(2) It is [ ] is not [ ] a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months.

(End of Provision) C.3 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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. 4701 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 PRODUCTS AND COMMERCIAL SERVICES 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.4 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.5 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 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 and Six (6) months.

(End of Clause)

C.6 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.7 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE RESOLUTION (OCT 2018)

(a) Any protest filed by an interested party shall—

(1) Include the name, address, fax number, email and telephone number of the protester;

(2) Identify the solicitation and/or contract number;

(3) Include an original signed by the protester or the protester’s representative and at least one copy;

(4) Set forth a detailed statement of the legal and factual grounds of the protest, including a description of resulting prejudice to the protester, and provide copies of relevant documents;

(5) Specifically request a ruling of the individual upon whom the protest is served;

(6) State the form of relief requested; and

(7) Provide all information establishing the timeliness of the protest.

(b) Failure to comply with the above may result in dismissal of the protest without further consideration.

(c) Bidders/offerors and Contracting Officers are encouraged to use alternative dispute resolution (ADR) procedures to resolve protests at any stage in the protest process. If ADR is used, the Department of Veterans Affairs will not furnish any documentation in an ADR proceeding beyond what is allowed by the Federal Acquisition Regulation.

(End of Provision)

C.8 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018)

(a) As an alternative to filing a protest with the Contracting Officer, an interested party may file a protest by mail or electronically with: Executive Director, Office of Acquisition and Logistics, Risk Management and Compliance Service (003A2C), Department of Veterans Affairs, 810 Vermont Avenue NW, Washington, DC 20420 or Email: EDProtests@va.gov.

(b) The protest will not be considered if the interested party has a protest on the same or similar issue(s) pending with the Contracting Officer.

(End of Provision) PLEASE NOTE: The correct mailing information for filing alternate protests is as follows:

Or for solicitations issued by the Office of Construction and Facilities Management:

C.9 VAAR 852.237-70 INDEMNIFICATION AND MEDICAL LIABILITY INSURANCE (OCT 2019)

(a) It is expressly agreed and understood that this is a non-personal services contract, as defined in Federal Acquisition Regulation (FAR) 37.101, under which the professional services rendered by the Contractor or its health-care providers are rendered in its capacity as an independent contractor. The Government may evaluate the quality of professional and administrative services provided but retains no control over professional aspects of the services rendered including, by example, the Contractor’s or its health-care providers’ professional medical judgment, diagnosis, or specific medical treatments. The Contractor and its healthcare providers shall be liable for their liability-producing acts or omissions. The Contractor shall maintain or require all health-care providers performing under this contract to maintain, during the term of this contract, professional liability insurance issued by a responsible insurance carrier of not less than the following amount(s) per specialty per occurrence: *__________________. However, if the Contractor is an entity or a subdivision of a State that either provides for self-insurance or limits the liability or the amount of insurance purchased by State entities, then the insurance requirement of this contract shall be fulfilled by incorporating the provisions of the applicable State law.

* Amounts are listed below:

(b) An apparently successful offeror, upon request of the Contracting Officer, shall, prior to contract award, furnish evidence of the insurability of the offeror and/or of all healthcare providers who will perform under this contract. The submission shall provide evidence of insurability concerning the medical liability insurance required by paragraph (a) of this clause or the provisions of State law as to self-insurance, or limitations on liability or insurance.

(c) The Contractor shall, prior to commencement of services under the contract, provide to the Contracting Officer Certificates of Insurance or insurance policies evidencing the required insurance coverage and an endorsement stating that any cancellation or material change adversely affecting the Government’s interest shall not be effective until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer. Certificates or policies shall be provided for the Contractor and/or each health-care provider who will perform under this contract.

(d) The Contractor shall notify the Contracting Officer within 5 days of becoming aware of a change in insurance providers during the performance period of this contract for all health-care providers performing under this contract. The notification shall provide evidence that the Contractor and/or health-care providers will meet all the requirements of this clause, including those concerning liability insurance and endorsements. These requirements may be met either under the new policy, or a combination of old and new policies, if applicable.

(e) The Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts for healthcare services under this contract. The Contractor shall be responsible for compliance by any subcontractor or lowertier subcontractor with the provisions set forth in paragraph (a) of this clause. At least 5 days before the commencement of work by any subcontractor, the Contractor shall furnish to the Contracting Officer evidence of such insurance.

(End of Clause)

C.10 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.11 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

C.12 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

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

(End of Clause)

(End of Addendum to 52.212-4)

C.13 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAR 2023)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as…