36C26220R0100.docx

36C26220R0100

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

605-C70278 36C26220R0100 06-19-2020 Alfreda Hunter 951-601-4527 07-16-2020

2:00 PM

00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach

CA

90815 X X 562211 $41.5 Million N/A X Department of Veterans Affairs 4811 Airport Plaza Drive Suite 600 Long Beach

CA

90815 00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach

CA

90815

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin

TX

78714-9971 See CONTINUATION Page

PICK-UP AND DISPOSAL OF COMPACTORS AND CONTAINERS AT

VA LOMA LINDA HEALTHCARE SYSTEM.

See CONTINUATION Page X X X X Alfreda Hunter Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

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

DUNS number:

Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

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.

Department of Veterans Affairs Financial Services Center www.tungsten-network.com

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

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B.2 SCHEDULE OF SERVICES AND PRICE:

This is an indefinite delivery, indefinite quantity, (IDIQ) fixed price contract. Prices in this schedule represent an all-inclusive rate including labor, incidental costs, overhead, and insurance premium payment for applicable insurance coverage. Cost not incorporated into the contractor’s price will not be reimbursed by the Government.

The guaranteed minimum amount for this contract is $500.00. The maximum aggregate value of the order that can be placed under this contract is $3,000.000.00. The Government does not guarantee that it will place any orders under contract in excess of the guaranteed minimum amount.

The previous option year pricing will apply to any extension pursuant to FAR 52.217-8. Pricing shall be all inclusive of government owned 40 cubic yard self-contained compactor unit for trash pickup and disposal services within the VA Loma Linda Healthcare System (VALLHS). The estimated amounts of compacted and general waste to be picked-up and disposed are approximate. Thus, there is no expressed or implied guarantee that these quantities will be utilized. All supplies and services are to be furnished F.O.B. Destination.

BASE YEAR: 01 SEPT 2020 THRU 31 AUG 2021

BASE YEAR TOTAL: $

OPTION YEAR ONE (1) TOTAL: $

OPTION YEAR ONE (1): 01 SEPT 2021 THRU 31 AUG 2022

OPTION YEAR TWO (2) TOTAL: $

OPTION YEAR TWO (2): 01 SEPT 2022 THRU 31 AUG 2023

OPTION YEAR THREE (3): 01 SEPT 2023 THRU 31 AUG 2024

OPTION YEAR THREE (3) TOTAL: $

OPTION YEAR FOUR (4): 01 SEPT 2024 THRU 31 AUG 2025

OPTION YEAR FOUR (4) TOTAL: $

B.3 STATEMENT OF WORK:

1. GENERAL PROCEDURE:

The Contractor shall be required to furnish all labor, incidental costs, overhead, and insurance premium payment for applicable insurance coverage. supervision, materials, equipment, landfilled, trash containers, supplies, fuel and disposal vehicles to provide the scheduled trash pick-up and waste disposal services in accordance with the terms, conditions, and requirements of the resulting contract and as specified herein for two VA facilities.

1. PARTICIPATING FACILITIES:

1. DEFINITION OF TRASH:

The term “trash” as used herein shall mean all debris and waste accumulated at the VA Loma Linda Healthcare System and the ACC, including paper, cartons, metal, glass, floor sweepings, wood, coffee grounds, tree leaves, cardboard containers, citrus rinds, melon rinds, fruits, and other non-edible garbage, and; is not considered to harbor any viable pathogens nor hazardous materials. Trash does not include medical waste unless it has been rendered non-infectious by autoclaving, or by the use of a liquid treatment system.

1. GOVERNMENT PROVIDED EQUIPMENT:

The Government shall provide one (1) self-contained compactor unit (regular waste) and one (1) green waste, at VALLHS, located by the northeast facilities dock and one (1) self-contained compactor unit (regular waste) at the ACC, located on the west side of the complex by the loading dock).

CONTRACTOR PROVIDED EQUIPMENT:

The Contractor shall provide one (1) 40 cubic yard open top roll off container to be located at VALLHS, on the Northeast side of the Benton Street campus.

INITIAL DELIVERY OF CONTRACTOR-OWNED CONTAINERS:

Within two (2) business days prior to the effective date of the contract, the Contractor shall arrange with the Contracting Officer’s Representative (COR) to have their containers delivered to the designated sites on VA grounds.

1. TRASH PICK-UP SCHEDULE AND TIME:

The Contractor shall provide pick-up of Government-owned and Contractor-owned trash containers as out- lined below. Pick- up shall be made between the hours of 5:30 a.m. and 6:00 a.m. The compactor shall be returned no later than 7:00 a.m. In the event that a scheduled pick-up fall on a National Holiday, the Contractor shall provide trash pick-up services on the following business day or, on a date that is mutually agreeable with the COR.

PICK-UP SCHEDULE FOR GOVERNMENT OWNED CONTAINERS:

VA Loma Linda Healthcare System 11201 Benton Street (North East Facilities Dock) Loma Linda, CA 92357

Three (3) times per week (Monday, Wednesday, and Friday)

PICK-UP SCHEDULE FOR GOVERNMENT OWNED WET CONTAINERS:

VA Loma Linda Healthcare System Ambulatory Care Center (ACC) 26001 Redlands Blvd.

Redlands, CA 92373

One (1) time per week (Fridays)

PICK-UP SCHEDULE FOR CONTRACTOR OWNED CONTAINTERS:

VA Loma Linda Healthcare System 11201 Benton Street (Northeast Parking Lot) Loma Linda, CA 92357

1st and 16th of each month.

PICK-UP SCHEDULE FOR ADDITIONAL CONTRACTOR OWNED CONTAINERS:

VA Loma Linda Healthcare System 11201 Benton Street (Northeast Parking Lot) Loma Linda, CA 92357 and

VA Loma Linda Healthcare System Ambulatory Care Center (ACC) 26001 Redlands Blvd.

Redlands, CA 92373

PICK-UP SCHEDULE FOR GREEN WASTE:

VA Loma Linda Healthcare System 11201 Benton Street (North East Facilities Dock) Loma Linda, CA 92357

1st of each month

1. MISSED PICK-UP:

Upon discovery that a pick-up was missed, the COR will fax the notice of a missed pick-up to the Contractor. The Contractor shall return to the VA and pick-up the container on the same day and shall notify the COR when the pick-up has been completed.

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1. PICK-UP SERVICES AS NEEDED:

In the event the VA requires pick-up of a Contractor-owned container, the following procedures shall apply:

The VA shall call their request for pick-up to the Contractor. The request will indicate which location requires the pick-up. The Contractor shall respond back to the COR via email (Rosheed.DuBose@va.gov) within two (2) hours after the initial call from the COR is received. All requests for as-needed pick-ups or additional pick-ups shall be made the following business day. The Contractor shall invoice according to the appropriate line item in the schedule of Services and Pricing under B.2.

1. CONTRACTOR-OWNED CONTAINERS:

The Contractor shall provide the required number of 40 Cubic Yard Container(s). The Government shall approve, in writing, all container styles and types prior to placement.

The containers shall be newly painted and be of an acceptable appearance. The containers shall be kept neat in appearance and repaired and painted as appropriate (i.e. appearance of rust spots, stains, excessively chipped areas, punctured holes, missing covers, lids or doors, etc.).

The Contractor’s driver is responsible for identifying required repairs. Containers not suitable because of age or condition shall be replaced within seven (7) business days from the date the notification is submitted to the Contractor by the COR or Contracting Officer (CO).

The containers shall remain at the designated locations indicated herein for the duration of the contract unless otherwise directed, in writing, by the CO or the COR.

1. CONTRACTOR-OWNED CONTAINERS AS NEEDED:

From time to time the VA may require additional Contractor-owned containers to be delivered for use by the Government. The Government shall phone in their request for the additional container to the Contractor. The Contractor shall be required to respond via email to the COR within two (2) hours after the initial request. The COR will indicate the building location as to where the additional container is to be placed. The Contractor shall deliver the additional container(s) the next business day. The Contractor shall also pick-up and dispose of additional trash when notified. The Contractor shall invoice in accordance with the prices under the Schedule of Services and Price (B.2).

1. CONTRACTOR-OWNED TRASH COMPACTOR TRUCKS:

The Contractor must provide a rear loader truck that is compatible with Contractor-owned compactors, as well as a front loader truck capable of performing the tasks outlined in this contract. All trucks used by the Contractor to receive and dispose of all trash shall be equipped with a back-up bell, or similar warning device, to alert pedestrians and other traffic when the vehicle is backing up.

The trucks shall not dispose of or drain off liquid accumulation on Government grounds. The Contractor’s personnel shall immediately clean up any spills of oil, or other fluids, caused by malfunctions of the engine or hydraulics.

The Contractor’s personnel shall pick-up and clean up all loose trash upon separation of each container or compactor in order to leave the area clean. The Contractor shall be responsible for storage and maintenance of their trucks. The Contractor’s personnel shall not leave vehicles unattended on Government grounds.

1. RELOCATION OF CONTAINERS:

Pick-up schedules may be revised due to changes in the location of containers. The Government shall give the Contractor notice, in writing, a minimum of five (5) working days prior to the relocation of containers and subsequent changes in pick-up schedules. The service to relocate containers is part of this contract requirement and shall be at no additional cost to the Government.

1. LANDFILL:

Trash collected under the terms of this contract shall be disposed of at a permitted landfill under the provisions and guidelines set forth by the California Integrated Waste Management Board. Once contract award has been made, the Government reserves the right to request proof of guaranteed available dumping privileges from the Contractor at any time during the contract period.

1. WEIGHT TICKETS:

The Contractor shall provide a record (weight ticket) of the actual weight of refuse picked-up and delivered to the landfill. Weight tickets shall indicate the weight of general waste and trash removed from the Government facility. Waste generated by the Government shall not be co-mingled /hauled in the same trash compactor truck with waste generated by other facilities or agencies serviced by the Contractor

The Contractor shall provide all refuse weight tickets to the COR (Rosheed.DuBose@va.gov) no later than the 5th workday of the following month from when services were provided. Invoices will not be paid unless valid weight tickets are received.

1. SANITARY CONDITIONS:

The Contractor shall be required to dispose of trash in such a manner that will not create conditions detrimental to public health or to constitute a public nuisance. The Contractor shall be in compliance with all federal, state, and local laws, rules, and regulations governing removal and hauling of waste materials. Self- contained compactors must be fully enclosed, rat proof, leak proof, and fire retardant.

Containers must be kept clean, sanitized, and after dumping, lids must be closed. Any trash or garbage scattered by the Contractor on the facility’s grounds must be picked-up and disposed of properly.

1. CONTAINER CLEANING:

Compactor cleaning shall be performed on an as needed basis to remove excess trash and for odor control. The area underneath the compactor and the tracks shall be cleaned and kept free of falling debris and trash after each service.

1. REPLACEMENT OF LOST OR DAMAGED EQUIPMENT:

The Government shall not be held responsible for any damaged trash containers if determined the damage resulted from normal wear and tear or as a result of negligence by the Contractor personnel. The contractor shall be required to secure their equipment from theft.

However, the Contractor shall be required to obtain prior written approval from the Contracting Officer before replacing any equipment that result in extra cost to the Government.

1. RETURN OF CONTRACTOR’S CONTAINER:

Upon contract expiration, or earlier termination, the contractor shall arrange with the COR a date and time to pick-up the equipment at no expense to the Government. The contractor must make arrangements for the equipment to be removed from the Government facility within 3 business days after contract expiration or cancellation.

1. SERVICE CALLS:

Contractor shall provide in the space below, the name, telephone number, point of contact and email address where service calls are to be placed:

Point of Contact: ________________________________________

Telephone: ________________________________________

E-mail Address: ________________________________________

1. SAFETY REQUIREMENTS:

The Contractor shall take such safety precautions necessary to protect the lives and health of all personnel on VA property.

1. CONTRACTOR RESPONSIBILITIES:

It is the responsibility of the Contractor to provide all services in accordance with applicable solid waste disposal codes and regulations, including the payment of any applicable fees that are mandated by the city, state, and/or federal, in order for the Contractor to retain his/her permit and/or license.

1. GOVERNMENT RIGHTS:

The Government reserves the right to thoroughly inspect and investigate the establishment, facility, and equipment to ensure acceptable standard of performance.

22. AUTHORIZED SERVICES:

Only those services specified herein are authorized under this contract. Contractor shall be cautioned that only the Contracting Officer (CO) may authorize additional services and that reimbursement shall not be made unless prior authorization is obtained.

23. CHANGES:

The contractor is advised that only the CO acting within the scope of this contract has the authority to make changes which may affect this contract terms and conditions, quality, quantity, price, and/or delivery. The contractor must contact the CO for approval in the event there are changes prior to proceeding. No other individual has the authority to make these binding changes and/or commitments.

In the event that the Contractor commits to such changes at the direction of any person other than the CO, the changes shall be considered to have been made without proper authority and no adjustment shall be made in contract price to cover any increase in costs incurred as a result thereof.

24. NATIONAL HOLIDAYS:

When a holiday falls on a Sunday, the following Monday shall be observed as a legal holiday by U. S. Government. When a holiday falls on a Saturday, the preceding Friday shall be observed as a legal holiday by U.S. Government.

Also, included would be any other day specifically declared by the President of the United States to be a National Holiday.

25. OTHER REQUIREMENTS:

VA Policy: Possession of weapons is prohibited. Enclosed containers, including tool kits, are subject to search. Violations of VA regulations may result in citations answerable in the United States (Federal) District Court.

Parking Policy: It is the responsibility of Contractor employees to park only in designated parking areas. Parking information is available from the VA Police. The VA shall not validate or make reimbursement for parking violations of the Contractor’s employees under any circumstances.

Smoking Policy: Smoking is strictly prohibited on the grounds of any VHA facility. Per VHA Directive 1085 dated March 5, 2019, it is VHA policy that all VHA health care facilities, including hospitals, SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from August 14, 2017 through August 13, 2018.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than , the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of ;

(2) Any order for a combination of items in excess of ; or

(3) A series of orders from the same ordering office within days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after August 13, 2019.

(End of Clause)

C.5 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.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed two (2) years.

(End of Clause)

C.7 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

(End of Clause) C.8 52.247-21 CONTRACTOR LIABILITY FOR PERSONAL INJURY AND/OR PROPERTY DAMAGE (APR 1984)

(a) The Contractor assumes responsibility for all damage or injury to persons or property occasioned through the use, maintenance, and operation of the Contractor's vehicles or other equipment by, or the action of, the Contractor or the Contractor's employees and agents.

(b) The Contractor, at the Contractor's expense, shall maintain adequate public liability and property damage insurance during the continuance of this contract, insuring the Contractor against all claims for injury or damage.

(c) The Contractor shall maintain Workers' Compensation and other legally required insurance with respect to the Contractor's own employees and agents.

(d) The Government shall in no event be liable or responsible for damage or injury to any person or property occasioned through the use, maintenance, or operation of any vehicle or other equipment by, or the action of, the Contractor or the Contractor's employees and agents in performing under this contract, and the Government shall be indemnified and saved harmless against claims for damage or injury in such cases.

(End of Clause)

C.9 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) C.10 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause) C.11 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran owned small business concern or SDVOSB”:

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses…