36C26124Q0410.docx

36C26124Q0410

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. 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. 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

459-24-3-2086-0192 36C26124Q0410 03-04-2024 Michael Alston

(559) 225-6100 03-07-2024

4PM

PST

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno

CA

93721 X X 562211 $47 Million N/A X Department of Veterans Affairs VA Pacific Islands Healthcare System 91-1051 Franklin D. Roosevelt Ave Kapolei

HI

96707 Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno

CA

93721

Department of Veterans Affairs FMS-VA-2(101) Financial Services Center

PO BOX 149971

Austin

TX

78714-9971 See CONTINUATION Page Request for Quote (RFQ) for Hawaii Bio-waste collection and destruction services IAW the Statement of Work.

VA Contracting POC: Michael Alston / michael.alston@va.gov & Mark Mikus / mark.mikus2@va.gov See CONTINUATION Page X Mark Mikus Contracting Officer 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 36C261 Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno CA 93721

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:

STATEMENT OF WORK

Biohazard/Infectious Waste Disposal

1.0 General

Contractor shall provide services for bio-hazardous, infectious waste, and chemotherapy waste collection, removal and disposal services at the Veterans Affairs, Daniel K. Akaka Clinic, located at 91-1051 Franklin D. Roosevelt Ave, Kapolei, HI 96707, hereinafter referred to as VA Pacific Islands Healthcare System (VAPIHCS).

2.0 Definitions

Biohazardous Waste -typically includes waste containing pathogens with sufficient virulence and quantity so that exposure of the waste by a susceptible host can result in an infectious disease.

Chemotherapy Waste are defined as hazardous waste by the EPA and are treated as medical waste through incineration. At its simplest definition, chemotherapy drugs that are listed as hazardous waste chemotherapy drugs must be segregated, managed, and transported as hazardous waste rather than other categories of medical waste.

Contracting Officer: The person with the authority to enter, administer, and/or terminate contracts, and make related determinations and findings, including changes within the original contract scope, on behalf of the Department of Veterans Affairs.

Contracting Officer Representative (COR): Any person(s) designated in writing by the CO to act for the CO within the limits of the delegated authority. Under this contract, the COR shall be the VA person who is qualified to render advice and assistance to the contractor's service personnel. The COR shall also be responsible for certifying that services performed have been satisfactorily rendered in accordance with contract terms.

Infectious Waste: Any waste which, because of its infectious nature, may cause or significantly contribute to an increase in mortality or an increase in serious irreversible or incapacitating reversible illness, or pose a substantial present or potential hazard to human health or the environment when improperly treated, stored, transported, disposed or otherwise managed.

Regulated Waste - liquid or semi-liquid blood or other potentially infectious materials; contaminated items that would release blood or other potentially infectious materials in a liquid or semi-liquid state if compressed; items that are caked with dried blood or other potentially infectious materials and can release these materials during handling; and pathological and microbiological wastes containing blood or other potentially infectious materials.

3.0 General Requirements

Contractor shall furnish all labor, supervision, materials, supplies and equipment necessary to collect, remove, and dispose of the VA’s biohazardous and infectious waste resulting from the day-to-day operation. Services shall include labor, materials, tools, equipment, analysis, travel, transportation, documentation, waste treatment, disposal and support services required to categorize, package, transport, document and dispose of biohazardous and infectious waste from all above-mentioned VA facilities. The successful offeror(s) shall possess the necessary technical expertise and resources required by this solicitation to be considered for contract award. Additional biohazardous and chemotherapy waste not listed may be added to this contract by modification by the Contracting Officer (CO) if such wastes are identified during the performance period of this contract. Additionally, CBOCs may be relocated to another address due to VA expansion of services. Wastes not listed shall not be removed from the premises by the Contractor without written authorization from the CO.

a. Biohazardous and Infectious Waste:

1 The COR and GEMS will walk pickup locations with the contractor at the start of contract.

2 The contractor must maintain a valid Permit as a Medical Waste/Foreign Waste Treatment Facility during the entire period of the contract. The contractor must also comply with all applicable Federal, State and local regulations including but not limited to Department of Transportation, Occupational Safety & Health, and Environmental regulations for the duration of the contract performance period. The contractor must submit a copy of the current, or any updated or renewed, Bio-Hazardous/Infectious Waste Hauler/Treatment Facility permit to the VA.

3 Contractor is required to provide all necessary labor, tools, equipment and materials to pick up transport and dispose of regulated medical waste (biohazardous) to include Sharps and an outside/curb side Sharps drop box. The Government prefers the use of reusable as opposed to disposable containers for sharps.

4 Initial Containment of Bio-hazardous and Infectious (Regulated) Waste and Chemotherapy Waste: All bio-hazardous, regulated Infectious and Chemotherapy waste, except sharps, shall be appropriately bagged by Contractor in VA provided red disposable, tear-resistant plastic bags which are impervious to moisture. Infectious waste of "sharps" category, which originates from the diagnosis, care and treatment of patients that have been or may have been exposed to a contagious or infectious disease, or immunization or in the production or testing of biologicals, shall be disposed of by the contractor in hard plastic containers designed for that purpose. The contained infectious waste shall be stored by the government in transport containers provided by the contractor, as described below, at the designated locked secure storage sites located outside, at VA facilities listed in Table 1.

5 The use of distinctive, clearly marked containers with a biohazard symbol is essential. Packaging shall maintain its integrity during storage and transport to ensure containment of destruction and disposal.

6 Transport Containers: The Contractor shall provide clean, disinfected, rigid plastic containers with wheels to the Government at each pickup of stored regulated medical waste. The Contractor shall provide an adequate number of barrels/containers, with an approximate capacity of 96 gallons with sharps labels, for each day to respective central storage areas of the Daniel K. Akaka Clinic. The containers shall be labeled with biohazardous logo/symbol and have lockable/secured snug fitting lids. These containers are to be stackable.

7 The Contractor shall provide the quality/quantity of containers as needed and shall exchange a clean disinfected container for each filled container picked up. Whenever full containers are picked up at any Daniel K. Akaka Clinic building location, enough disinfected empty containers shall be left in exchange. If bags are removed from the containers, the Contractor shall properly disinfect the container in accordance with Federal, State and local laws.

8 Pick Up and Transport: The Contractor shall be fully responsible for the pickup and transport of all infectious waste to include both chemotherapy waste and anti-neo plastic wastes.

9 All labor to remove filled containers from the storage, load the truck and replace with empty, clean disinfected containers is designate areas for each site is the sole responsibility of the Contractor.

10 After each pick up, the Contractor shall provide the COR, with dated documentation detailing the number of filled containers transported. This documentation shall comply with all rules and regulations as set forth in EPA Resources Conservation and Recovery Act.

11 A completed document of destruction shall be provided for each pick up from Akaka building, and shall be followed by a certificate of destruction stating total poundage destroyed. The certificate of destruction shall match weight destroyed to the volumes of medical waste for destruction documented upon pick up and transport of the waste. By the fifth (5) workday of each month, the Contractor shall provide to the Contracting Officer or their representative, weight tickets for all medical waste removed and destroyed for the previous month and a written certificate validating the destruction.

12 The Government reserves the right to randomly inspect or weigh completed collections. This can include the accomplishment to transport Government employees with the contractor during pickup, in route to, and at the destruction site.

13. The vehicle shall be identified following and complying with all Federal, State and local of Honolulu laws and regulations.

14. The Contractor shall have in place an approved Operation and Safety Plan with documentation of employee training and a copy in every transport vehicle. The plan shall be submitted to the COR for review. The plan and documented training shall include, but not be limited to:

i. The proper and safe operation of the regulated (infectious) waste collection vehicle.

ii. The standards and safety precautions for collecting.

iii. The approval means of transport.

iv. A description of the characteristics and hazards of infectious waste.

v. Procedures to follow in the event a person is contaminated by infectious waste.

vi. The procedures to follow in the event of a spillage of infectious waste including but not limited to clean up and disinfection of contaminated surfaces.

vii. The procedures to follow if a load of infectious waste becomes hot, burning and/or reactive if the lower flammable limit (L.F.L.) is exceeded.

viii. The procedures to follow in the event of unauthorized waste material are deposited in the collection containers for infectious waste.

ix. The procedures to follow to complete the manifest and to maintain other records requires under any ordinance or under federal regulation and

x. The procedure to follow to properly disinfect the infectious waste collection vehicle.

15. Destruction and Disposal: The Contractor is fully responsible for destruction and disposal of all regulated medical waste (bio-hazardous) chemotherapy and anti-neo plastic generated by the Honolulu, CLC.

16. All regulated medical waste (biohazardous) Chemotherapy and anti neo plastic waste is to be destroyed in accordance with all Federal, State and local laws and regulations. The Contractor is individually and solely responsible for complying with all government regulation regarding regulated medical waste.

17. Disposal of destroyed regulated medical waste (bio-hazardous) chemotherapy and antineo plastic waste shall be only at an approved disposal site as requires by the State and local government authority having jurisdiction.

18. Quarterly, the contractor will notify the GEMS of their pickup schedule so the GEMS coordinator can conduct site visit while contractor is at Daniel K. Akaka Clinic, at the GEMS coordinator discretion. Each manifest will identify the generator location, waste description including quantity in pounds, and a certification of proper disposal in accordance with regulations.

19. Contractor shall replace and dispose of sharp containers when containers are no more than three-fourths (•••) full.

4.0 Weighing System

Contractor shall provide a certificate weighing system for waste poundage disposed; i.e. if the disposal container weighs 14 pounds and Contractor is to dispose/haul 10 containers, after determining gross weight, total container weight is subtracted from the gross weight to determine total waste weight.

5.0 Documentation

Contractor shall provide documentation of certificate of treatment and destruction of all bio-hazard medical and infectious waste, sharps, chemo and anti-neoplastic removed from Daniel K. Akaka Clinic location. Documentation will be provided in electronic format to the COR.

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 biohazardous and infectious waste.

b. The contractor shall be required to 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.

c. The Contractor shall provide all manifests and documentation that apply to the removal and disposal of biohazardous and infectious waste conducted by its workforces and/or its subcontractors.

d. The Contractor shall furnish a properly executed and legible copy of the appropriate manifests required to document the safe shipment and proper disposal of biohazardous and infectious waste generated by the Government under the terms of this contract.

e. Prior to the removal and transport of biohazardous and infectious waste generated by the VA, the Contractor shall obtain approval and signature for each manifest from the COR or his/her designee verifying that the Contractor has accepted the waste from the VA and that the waste was properly shipped for treatment or disposal.

f. Waste data, shipping and disposal information and other data required for the proper execution of this contract shall be maintained by the contractor in an electronic database format that is exportable through Microsoft Excel or Microsoft Access format for input into the VA system. This system should enable tracking of waste location, frequency, volume and date picked up, and enable tracking of compliance dates.

g. Contractor will submit a copy of the Safety Data Sheet (SDS) to the COR for the disinfectant used in cleaning of the solid waste receptacles. Contractor shall notify the COR any time a change is made to the disinfectant and submit a new SDS. Contractor will provide the necessary supplies which include red biohazard trash liners for solids, sharps containers, and biohazard labels as defined in Appendix A for the locations listed in Table 1.

6.0 Period of Performance: See Price cost schedule

7.0 Location and Hours of Operation

Performance at Veterans Affairs Pacific Islands Health Care System (VAPIHCS) Daniel K. Akaka Clinic listed below in Table 1. Physical locations of pick up areas and clinics may be relocated and added in the future. Work shall be conducted during normal business hours, Monday-Friday between 8:00 AM and 4:00 PM, unless otherwise authorized by Technical Representative of the Contracting Officer (COR). Contractor will provide a weekly service for the facility listed in paragraph 3.0. The contractor will submit a contingency plan for actions to take if service for facility cannot be completed as agreed.

Table 1 VAPIHCS Location Pacific Islands Health Care System: Facility Location

VAPIHCS Daniel K. Akaka Clinic

91-1051 Franklin D. Roosevelt Ave, Kapolei, HI 96707

8.0 Contractor’s Attire and Identification

a. The Contractor shall wear a standard custodial type uniform which is easily recognizable and clearly distinguish them as the “Contractor.” Uniforms shall present a neat, distinctive appearance; shall be clean and maintained in good repair; and shall be worn as designed by the manufacturer.

b. Identification Tags/Cards. The Contractor shall wear on the front of the uniform, a clearly readable name identification logo identifying the contractor’s and employee’s name.

c. Contractor’s Personal Hygiene: The Contractor shall be clean and neat in appearance. Fingernails and hair must be clean and free of dirt at the beginning of the workday.

9.0 Parking

It is the responsibility of the contract personnel to park in the appropriate designated parking areas. Parking information is available from the VA PIHCS Security Service. The VA PIHCS will not invalidate or make reimbursement for parking violations of the contractor's personnel under any circumstance. Contractor will provide a weekly service for the facilities listed in para 3.0. The contractor will submit a contingency plan for actions to take if service for any facility cannot be completed as agreed.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

91-1051 Franklin D. Roosevelt Ave, Kapolei, HI 96707

Biohazard/Infectious Waste Disposal Contract Period: Base POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal PRODUCT/SERVICE CODE: S222 - Housekeeping - Waste Treatment/Storage

B.3 DELIVERY SCHEDULE

12.00

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 VAAR 852.219-75 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (JAN 2023) (DEVIATION)

(a) Pursuant to 38 U.S.C. 8127(l)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101 definition), it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract, as follows:

(i) [] Services. In the case of a contract for services (except construction), the contractor will not pay more than 50% of the amount paid by the government to it to firms that are not certified SDVOSBs listed in the SBA certification database as set forth in 852.219–73 or certified VOSBs listed in the SBA certification database as set forth in 852.219–74. Any work that a similarly situated certified SDVOSB/VOSB subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Other direct costs may be excluded to the extent they are not the principal purpose of the acquisition and small business concerns do not provide the service as set forth in 13 CFR 125.6.

(ii) [] General construction. In the case of a contract for general construction, the contractor will not pay more than 85% of the amount paid by the government to it to firms that are not certified SDVOSBs listed in the SBA certification database as set forth in 852.219–73 or certified VOSBs listed in the SBA certification database as set forth in 852.219–74. Any work that a similarly situated certified SDVOSB/VOSB subcontractor further subcontracts will count towards the 85% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(iii) [] Special trade construction contractors. In the case of a contract for special trade contractors, the contractor will not pay more than 75% of the amount paid by the government to it to firms that are not certified SDVOSBs listed in the SBA certification database as set forth in 852.219–73 or certified VOSBs listed in the SBA certification database as set forth in 852.219–74. Any work that a similarly situated certified SDVOSB/VOSB subcontractor further subcontracts will count towards the 75% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(2) The offeror acknowledges that this certification concerns a matter within the jurisdiction of an Agency of the United States. The offeror further acknowledges that this certification is subject to Title 18, United States Code, Section 1001, and, as such, a false, fictitious, or fraudulent certification may render the offeror subject to criminal, civil, or administrative penalties, including prosecution.

(3) If VA determines that an SDVOSB/ VOSB awarded a contract pursuant to 38 U.S.C. 8127 did not act in good faith, such SDVOSB/VOSB shall be subject to any or all of the following:

(i) Referral to the VA Suspension and Debarment Committee;

(ii) A fine under section 16(g)(1) of the Small Business Act (15 U.S.C. 645(g)(1)); and

(iii) Prosecution for violating 18 U.S.C. 1001.

(b) The offeror represents and understands that by submission of its offer and award of a contract it may be required to provide copies of documents or records to VA that VA may review to determine whether the offeror complied with the limitations on subcontracting requirement specified in the contract. Contracting officers may, at their discretion, require the contractor to demonstrate its compliance with the limitations on subcontracting at any time during performance and upon completion of a contract if the information regarding such compliance is not already available to the contracting officer. Evidence of compliance includes, but is not limited to, invoices, copies of subcontracts, or a list of the value of tasks performed.

(c) The offeror further agrees to cooperate fully and make available any documents or records as may be required to enable VA to determine compliance with the limitations on subcontracting requirement. The offeror understands that failure to provide documents as requested by VA may result in remedial action as the Government deems appropriate.

(d) Offeror completed certification/fill-in required. The formal certification must be completed, signed and returned with the offeror’s bid, quotation, or proposal. The Government will not consider offers for award from offerors that do not provide the certification, and all such responses will be deemed ineligible for evaluation and award.

Certification I hereby certify that if awarded the contract, [insert name of offeror] will comply with the limitations on subcontracting specified in this clause and in the resultant contract. I further certify that I am authorized to execute this certification on behalf of [insert name of offeror].

Printed Name of Signee: ___________ Printed Title of Signee: _____________ Signature: ____________ Date: ______________ Company Name and Address: _______________ (End of Clause) C.2 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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; 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.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

C.4 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.5 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.6 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):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2023) (DEVIATION) (JAN 2024)

(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 Covered Entities (DEC 2023) (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 being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[] (4) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C.