36C26319Q0283-001.docx

36C26319Q0176

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

618-19-1-6133-0096

36C26319Q0283 3-14-2019 ROBERT GAMBLE (robert.gamble@va.gov) 605.347.7815 3-29-2019

1000 AM MST

36C568 Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Attention: ROBERT GAMBLE

FORT MEADE, SD 57741

X

562111 $38.5 Million

X

N/A

Department of Veterans Affairs VA Black Hills HCS Fort Meade Campus

113 COMANCHE ROAD

FORT MEADE SD 57741

Department of Veterans Affairs VA Black Hills HCS Fort Meade Campus

113 COMANCHE ROAD

FORT MEADE SD 57741

Y Department of Veterans Affairs Financial Services Center PO Box 149971

FMS-VA-2(101

Austin TX 78714-9971

WASTE AND RECYCLABLE RECLAMATION SERVICE

SEE PRICE AND COST SCHEDULE

SUBMIT ALL QUESTIONS VIA E-MAIL; NO TELEPHONIC

QUESTIONS WILL BE ACCEPTED

LOCATION OF SERVICES IS THE MINNEAPOLIS VAMC

x

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:

b. GOVERNMENT: Contracting Officer 36C263 Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Attention: ROBERT GAMBLE

FORT MEADE, SD 57741

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 INVOICES: All invoices from the contractor shall be submitted electronically per 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2012) enclosed in section C of this document. (See Web site at http://www.fsc.va.gov/einvoice.asp.)

a. Under this contract, unless otherwise delegated in writing to the Contracting Officer’s Representative (COR), the Contracting Officer is the only person authorized to approve changes or modify any of the requirements. The contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitments or issue changes which will affect price, quantity, or quality of performance of this contract. In the event the contractor effects any such change at the direction, of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof. The Contracting Officer is responsible for the overall administration of the contract.

b. Representatives of Contracting Officers in accordance with VAAR 852.270-1, January 2008: The Contracting Officer reserves the right to designate representative(s) to act for him/her in furnishing technical guidance and advice or generally supervise the work to be performed under this contract. Such designation will be in writing and will define the scope and limitations of the designee's authority. A copy of the designation shall be furnished to the contractor.

QUOTERS MUS T COMPLEATE AND RETURN ALL INFORMATION DESIGNATED IN 52.212-1, INSTRUCTIONS TO QUOTERSS- COMMERCIAL ITEMS, PARAGRAPH b TO Robert.gamble@va.gov PRIOR TO THE TIME SPECIFIED IN BLOCK 8 OF SF 1449 IN ORDER TO BE CONSIDERED FOR AWARD

INSTRUCTIONS IN PROVIDING QUOTE

THIS SECTION IS FOR INSTUCTIONAL PURPOSES ONLY OF THE CONTENT WE WOULD LIKE TO KNOW ABOUT YOUR COMPANY. THIS SECTION IS NOT AN OUTLINE OF EVALUATION FACTORS. THE SPECIFIC EVALUATION FACTORS AND BASIS FOR AWARD ARE STATED IN CLAUSE 52.212-2.

1. Proposal Format: The preferred format is as follows:

1. Original Copy: Quotes must include in section A of this form, as a minimum, the name of the organization, Duns and Bradstreet Number, Cage Number, Federal Tax Identification Number, address, phone and fax numbers, and point of contract (POC) information (e.g., full name, phone number, and e-mail address).

1. The quote document should be submitted in a narrative form (minus the separately filled out schedule of items/price schedule), which should clearly address the below outlined bullets.

· Offeror’s capability statement

· Examples of at least three (3) projects of similar complexity completed in the last five years.

· The Offeror’s pricing proposal, indicating pricing on each and every line item listed in the price schedule. The Offeror’s DUNS number must be shown on the SF 1449.

1. Submission of the Proposal Completed Packet: Offerors shall electronically submit their quote package, and it must arrive on or before the day and time the quote is due to Robert.gamble@va.gov. Please include the name, address, and phone number of your company on each submittal.

Technical Questions: Offerors shall submit all technical questions regarding this solicitation to the Contracting Officer in writing via e-mail robert.gamble@va.gov. Verbal questions will not be addressed. All responses to questions, which may affect quotes, will be incorporated into a written amendment to the solicitation.

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

AMENDMENT NO DATE

Page 1 of Page 1 of

I. DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK:

The Minneapolis Veterans Affairs Healthcare System (MVAHCS) has a need for Refuse Disposal along with Glass/Plastic/Mixed Metal Recycling Services located within the MVAHCS. All refuse will be transported and disposed of or recycled in compliance with State and Federal Environmental Protection Agency (EPA) guidelines and in compliance with Minnesota Pollution Control Agency (MPCA) regulations. Refuse Disposal and Glass/Plastic Recycling Services consists of physically collecting and disposing/recycling of refuse on a regularly scheduled basis.

All refuse must be disposed of at an agreed upon disposal center. Contractor will not make any change in where the refuse is disposed of without the prior written approval by the Contracting Officer.

II. ESTIMATED QUANTITIES:

Currently the MVAHCS generates approximately 2,428,280 pounds of refuse per year and approximately 258,500 pounds of recyclable glass & plastics, and 75,000 pounds of assorted metals. Quantities indicated in the schedule of items are estimates only. The MVAHCS makes no commitment concerning the minimum or maximum poundage of non-regulated refuse or recyclables. All non-recyclable, non compostable material will be required to be disposed of at HERC, Hennepin County Energy Recovery Center, by the vendor. The amount of services requested from the vendor will be determined solely by the MVAHCS.

Vendor rates are all inclusive of all containers, vehicle(s), services, set-up, maintenance of equipment or any other services called for by this solicitation.

III. RECYCLE ITEMS:

Recycle items to be accepted by contractor include:

· Aluminum Cans

· Paper Cardboard, Dairy and Juice containers

· Tin and Steel cans

· Glass bottles and jars

· Plastic bottles and containers #1-7

· Various scrap metals

IV. SPECIFICATIONS/REQUIREMENTS:

The attached “Attachment A - Container, Location and Desired Service Schedule” provides a breakdown, number and frequency of service for all containers and dumpsters required for this contract. The vendor shall include description or descriptive literature of all containers to be used for this contract with the technical proposal. Alternate container size and types may be accepted if deemed to be an “or equal” to existing container specifications and are approved by the Contracting Officer prior to use or services rendered.

Types of container collection includes

· Trash/Municipal waste: General trash to be disposed of at the HERC

· Recycling: Collection of recyclable items such as glass and plastics before disposing of remains.

· Scrap Metals – 20 yard open top scrap metal container located outside at the loading dock of Bldg. 70,which will be collected, weighed, and paid back to the Medical Center via current scrap metal pricing.

All contractor-supplied storage containers and other necessary equipment will remain the contractor’s property and will be removed on the contract termination date. Containers must be maintained and kept in good condition, free from holes, vermin or other foreign matter.

V. CONTAINER LOCATIONS:

See Attachment A - Container, Location and Desired Service Schedule for all container locations.

VI. SERVICE SCHEDULE:

The preferred pickup schedule is before 8:00 a.m. at a regularly scheduled time(s) each day. This is to prevent interruption of warehouse shipments and deliveries. There shall be no pickup charges separate from line item charges. At minimum, six, 3 yard recycling containers will be picked up twice a week, along with 3 times a week pick up of the 30 yard compactor.

Vendors shall submit a proposed service schedule with their technical proposal. Vendors shall provide the following schedule as a minimum:

CONTRACTOR'S PROPOSED PICKUP SCHEDULE:

MONDAY ___________________

TUESDAY ___________________

WEDNESDAY ___________________

THURSDAY ___________________

FRIDAY ___________________

SATURDAY ___________________

Refuse and recyclables will be picked up and hauled in accordance with the vendors submitted and accepted service schedules. Scheduled pickups are subject to change if waste flow warrant.

VII. ON-DEMAND PICKUPS:

Occasionally circumstances may require on-demand pickups. Calls for on-demand pickups will be placed prior to 11am for trash, prior to 9 am for metal, to receive same day service. This on demand schedule is only Monday – Friday excluding Holidays. Pickup and return of containers will be completed within four hours of notification. The vendor shall provide the Contracting Officer with contact information on how these on-demand pickups may be called in by the Contracting Officer’s representative.

VIII. INSPECTIONS:

The Contractor will permit on-site visits by VA personnel to assess contracted services, i.e., capabilities, compliance with contract requirements, record keeping, etc.

a. Inspection by the VA Inspection Team and/or Safety Engineer may be made of the establishment facilities, vehicles and equipment, and maintenance records of vehicles and equipment anytime during the term of the contract.

b. The Government reserves the right to thoroughly inspect and investigate the establishment facilities, vehicles, business reputation and past performance history and other qualifications of any Offeror and to reject any offer, irrespective of price, if it shall be administratively determined lacking any of the essentials necessary to assure acceptable standards of performance.

IX. COMPLIANCE:

All portions of service including storage, transport and disposal/recycle of Non-Regulated Refuse must meet local, state and federal NFPA, EPA, MPCA, Center for Disease Control (CDC) and Minnesota Department of Health (MDH) rules/regulations/guidelines/standards.

X. REMOVAL OF REFUSE AND RECYCLABLE ITEMS:

It is recognized that benefits for the Contractor depend on the quantities to be picked up, and that the storage capacity in the Government facility limits the quantity of recyclables that may be stored. Therefore, an approximation of the minimum pickup quantity for each facility should be stated by the vendor. The Government is required to have available for pickup at least the minimum pickup quantities before calling the Contractor for removal; but the Contractor is not required to remove the recyclables upon call as specified herein if the amounts do not equal at least 80 percent of the minimum pickup quantity(s).

However, the Contractor has the option of picking up smaller quantities of recyclables with the consent of the Government. The Contractor shall have twenty four (24) hours to remove recyclables after notice from the Government.

Removal shall take place during normal operating hours of the buildings from which the waste is being removed, (Monday – Friday from 6 am – 4 pm) unless otherwise specified herein, except on Saturday, Sunday or legal Federal holidays. The Contractor shall accomplish removal and transportation for removal. All recyclables shall be secured in such a manner to prevent falling from the conveyance while being transported. The Contractor shall leave the area in as clean and orderly condition as possible and shall reimburse the Government for any damages to Government property caused by removal operations of the Contractor or his agents.

XI. DOCUMENTATION AND REPORTS:

Documentation by the Contractor shall consist of individual weight slips for all waste materials hauled and monthly reports.

a. Weight slips will be generated and maintained for all waste hauling episodes. Contractor will submit a monthly report by category to the COTR on poundage disposed of.

The vendor shall provide a certifiable weighing system to enable proper billing for the Refuse poundage disposed. The contractor furnished weight form acceptable to the Government shall be completed in triplicate for each load of refuse picked up. Indicate the Contractor’s name, contract number, date and weight. Upon receiving the Non-Regulated Refuse the Contractor will sign all copies of the weight slips and leave one (1) copy with the Government and keep copies two and three to be taken back to the weight scales.

1. Copy # one – Leave with the Government Custodian

2. Copy # two – To be returned with payments for Non-Regulated Refuse (or credit)

3. Copy # three – Contractor copy

b. Contractor will also submit a monthly report by category to the COR on poundage disposed of. The monthly report shall consist of total poundage or ton of wastes disposed of by category. See below for category types:

· Metal Salvage: To collect items deemed worthy of a credit once sold off to local sellers

· Trash/Municipal waste: General trash to be disposed of at the HERC

· Recycling: Collection of recyclable items such as glass and plastics before disposing of remains

c. Contractor will electronically submit all invoices through the Tungsten network for payment each month.

XII. CONTRACTOR MINIMUM REQUIREMENTS AND DELIVERABLES:

A. The Contractor shall be responsible for the transportation of waste garbage and recyclable waste from Minneapolis VAMC within current Minnesota DOT regulations (MnDOT). The waste is to be shipped to an appropriately licensed treatment, storage or disposal facility. The transporting vehicle will be placarded and or labeled if required by the MnDOT.

B. The contractor shall obtain all necessary permits, if hazardous waste must be transported through jurisdictions that require special permitting.

C. All commercial drivers of vehicles in interstate commerce with a maximum gross vehicle weight rating of over 10,000 pounds (4,536 kilograms) are required to obtain and maintain a valid Medical Examiner's Certificate (ME Certificate)

D. The contractor shall provide a list, to the COR, information regarding the waste fleet owned vehicles and operated by the contractor, to include

1. Basic description of transportation services offered and capabilities.

2. Fleet description of number, types, and ages of vehicles.

3. Description of service and maintenance programs.

4. Types of materials licensed to haul.

5. Latest DOT or MCS rating (include a copy of the last inspection).

6. The MnDOT/Commercial Vehicle Operations (CVO) compliance record.

7. Description of driver qualifications including training programs, and experience.

8. Provide evidence that background checks have been performed on all employees that will perform any duties under this contract.

9. Provide a copy of valid Medical Examiner's Certificate

10. The contractor shall provide a detailed site safety plan.

The Contractor shall be responsible for employing technically qualified personnel who are certified and trained for proper removal of non-hazardous waste in accordance with all applicable Federal, State, Municipal, and local regulations specified in this PWS. The Contractor shall maintain the personnel, organization and administrative control necessary to ensure that the work delivered meets the contract specifications and requirements. If appropriate licenses are not maintained in accordance with Federal and State requirements, the VA may terminate the contract effective upon discovery. The VA reserves the right to halt work if the Contracting Officer and/or COR determine work is being done in an unsafe/unhealthy manner or that could harm the environment. The work history of each contractor employee must contain experience directly related to the task and functions he/she is intended to perform under this contract. The Government reserves the right, during the life of the resulting contract, to request work histories on any contractor employee for the purposes of verifying compliance with the above requirements; additionally, the Government reserves the right to review resumes of contractor personnel proposed to be assigned. Personnel assigned to, or utilized by, the Contractor in performance of work shall be fully capable of performing the requirements contained in the PWS in an efficient, reliable, and professional manner.

State and federal statutes and rules govern your operations. For specific regulatory details, consult these references:

Minnesota Motor Vehicle and Traffic Laws, including Motor Carrier Laws, (Minn. Stat. Chapters 168, 169, 170, 171, 174, 221, and 296).

Minnesota Department of Transportation Motor Bus and Truck Rules (Minnesota Rules Chapters 7800, 7805, 8840, 8850, 8855, 8860, 8870, and 8880).

Federal Motor Carrier Safety Regulations, Code of Federal Regulations, Title 49 Parts 382, 383, 387, 390-397, and 40.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

BASE PERIOD

Date of Award + 4 Years

BASE YEAR: Contractor shall provide all tools, parts, equipment, materials, supervision and transportation necessary to provide Refuse and Recycling Services for the Department of Veterans Affairs Minneapolis Veterans Affairs Healthcare System (MVAHCS) in accordance with the attached Statement of Work.

OPTION YEAR ONE:

Contractor shall provide all tools, parts, equipment, materials, supervision and transportation necessary to provide Refuse and Recycling Services for the Department of Veterans Affairs Minneapolis Veterans Affairs Healthcare System (MVAHCS) in accordance with the attached Statement of Work.

OPTION YEAR TWO: Contractor shall provide all tools, parts, equipment, materials, supervision and transportation necessary to provide Refuse and Recycling Services for the Department of Veterans Affairs Minneapolis Veterans Affairs Healthcare System (MVAHCS) in accordance with the attached Statement of Work.

OPTION YEAR THREE: Contractor shall provide all tools, parts, equipment, materials, supervision and transportation necessary to provide Refuse and Recycling Services for the Department of Veterans Affairs Minneapolis Veterans Affairs Healthcare System (MVAHCS) in accordance with the attached Statement of Work.

OPTION YEAR FOUR: Contractor shall provide all tools, parts, equipment, materials, supervision and transportation necessary to provide Refuse and Recycling Services for the Department of Veterans Affairs Minneapolis Veterans Affairs Healthcare System (MVAHCS) in accordance with the attached Statement of Work.

SECTION A: CONTAINER LOCATION: Routine Service

On Demand Service

Note:

All containers are to be delivered to the Minneapolis Veterans Affairs Healthcare System (MHAHCS) located at:

One Veterans Drive

Minneapolis, MN 55417

Vendor shall contact the Contracting Officer's Representative (COR) for the exact locations on campus.

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) (End of Addendum to 52.212-4)

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JAN 2013)

(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 items:

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

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(4) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 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 items:

(X) (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

___ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (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).

(X) (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) [Reserved]

(X) (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

(X) (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

___ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015) (31 U.S.C. 6101 note).

___ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

___ (10) [Reserved] ___ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

___ (ii) Alternate I (Nov 2011) of 52.219-3.

___ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (ii) Alternate I (Jan 2011) of 52.219-4.

___ (13) [Reserved] ___ (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

___ (ii) Alternate I (Nov 2011).

___ (iii) Alternate II (Nov 2011).

___ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-7.

___ (iii) Alternate II (Mar 2004) of 52.219-7.

(16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

___ (17) (i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (15 U.S.C. 637 (d)(4)).

___ (ii) Alternate I (Nov 2016) of 52.219-9.

___ (iii) Alternate II (Nov 2016) of 52.219-9.

___ (iv) Alternate III (Nov 2016) of 52.219-9.

___ (v) Alternate IV (Aug 2018) of 52.219-9.

(X) (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

(X) (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

___ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

____(21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

() (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

___ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

___ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

(X) (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

___ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2018) (E.O. 13126).

___ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(X) (28) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

___ (ii) Alternate I (Feb 1999) of 52.222-26.

(X) (29) (i) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

___ (ii) Alternate I (July 2014) of 52.222-35.

(X) (30) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

___ (ii) Alternate I (July 2014) of 52.222-36.

(X) (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

(X) (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

(X) (33) (i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

___ (ii) Alternate I (Mar 2015) of 52.222-50, (22 U.S.C. chapter 78 and E.O. 13627).

(X) (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O.13693).

___ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

___ (38) (i) 52.223-13, Acquisition of EPEAT® -Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514 ___ (ii) Alternate I (Oct 2015) of 52.223-13.

___ (39) (i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun 2014) (E.O.s 13423 and 13514).

___ (ii) Alternate I (Jun 2014) of 52.223-14.

___ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

___ (41) (i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

___ (ii) Alternate I (Jun 2014) of 52.223-16.

(X) (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011) (E.O. 13513).

___ (43) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

___ (44) 52.223-21, Foams (Jun 2016) (E.O. 13696).

___ (45) (i) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

___ (ii) Alternate I (Jan 2017) of 52.224-3.

___ (46) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

(X) (47) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43).

___ (ii) Alternate I (May 2014) of 52.225-3.

___ (iii) Alternate II (May 2014) of 52.225-3.

(X) (iv) Alternate III (May 2014) of 52.225-3.

___ (48) 52.225-5, Trade Agreements (Aug 2018) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

___ (49) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (50) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

___ (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

___ (54) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

(X) (55) 52.232-33, Payment by Electronic Funds Transfer--System for Award Management (Oct 2018) (31 U.S.C. 3332).

___ (56) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management (Jul 2013) (31 U.S.C. 3332).

___ (57) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

___ (58) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

___ (59) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(12)).

___ (60) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

___ (iii) Alternate II (Feb 2006) of 52.247-64.

(c) The Contractor…