36C26321Q0036.docx

36C26321Q0036

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 ATTA

CHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNAT

URE OF OFFEROR/CONTRACTOR

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 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

36C26321Q0036 10-26-2020 Don Gilbert 605-347-7030 10-28-2020 4:00pm

MDT

Department of Veterans Affairs Network 23 Contracting Office

(NCO 23)

113 Comanche Rd.

Fort Meade SD 57741 X X 561990 $12 Million N/A X Department of Veterans Affairs Fargo VA Medical Center 2101 Elm St.

Fargo ND 58102 Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Fort Meade SD 57741

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Document destruction service - See Schedule and Statement of Work b elow.

See Clause 52.212-1 Addendum, Instructions to Offerors.

See CONTINUATION Page X X X Donald R. Gilbert Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

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

113 Comanche Rd.

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 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

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Perform Secure document destruction and disposal of sensitive materials including PHI and PII in accordance with the Statement of Work Contract Period: Base POP Begin: 11-01-2020 POP End: 10-31-2021

Perform Secure document destruction and disposal of sensitive materials including PHI and PII in accordance with the Statement of Work Contract Period: Option 1 POP Begin: 11-01-2021 POP End: 10-31-2022

Perform Secure document destruction and disposal of sensitive materials including PHI and PII in accordance with the Statement of Work Contract Period: Option 2 POP Begin: 11-01-2022 POP End: 10-31-2023

Perform Secure document destruction and disposal of sensitive materials including PHI and PII in accordance with the Statement of Work Contract Period: Option 3 POP Begin: 11-01-2023 POP End: 10-31-2024

Perform Secure document destruction and disposal of sensitive materials including PHI and PII in accordance with the Statement of Work Contract Period: Option 4 POP Begin: 11-01-2024 POP End: 10-31-2025

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B.3 STATEMENT OF WORK

1.1 The contractor shall provide all labor, personnel, equipment including confidential containers (consoles/bins), supplies, secured vehicles, materials, supervision, and other related services necessary to provide on-site commercial document destruction services for confidential waste (administrative papers, classified papers, sensitive documents, hard bound journals, magazines and white and mixed paper, x-rays (with no precious metals), DVD's and CD's)) at the Department of Veterans Affairs (VA) Fargo VA Healthcare System (VA 437), it's divisions and Outpatient Clinics.

1.2 The contractor shall set up locked security consoles that hold specially designed “blue bags,” at all VA 437 locations identified in this Statement of Work. The consoles will provide protection with a security slot, measuring 1.5 inches wide, that can accept up to 400 pages of paper at one time. As an additional security measure, an interior baffle below the deposit slot prevents material from being removed. Consoles will be approximately thirty-two (32) gallon containers measuring 36”h x20”w x19.5”d (or equivalent size) with a capacity of about seventy (75) pounds and two consoles will measure approximately 41”h x 29”w x 29”d (or equivalent size) with a capacity of about two hundred (200) pounds.

Only authorized individuals within VA 437 and the contractor can unlock the consoles to access the deposited materials.

1.3 VA 437 personnel in all locations are in the practice of putting all classified, sensitive or administrative documents, as well as other paper, small cardboard boxes etc., in locked containers located throughout all VA 437 facilities.

1.4 Contractor will allow Federal Government’s auditor or designated representative access to inspect the destruction of material received from the Fargo VAMC.

1.5 Contractor will collect confidential media materials (CD, thermal labeling tapes, VHS, DVD) from the designated areas (see paragraph A 3) to be destroyed on every 4th week.

1.6 Contractor is responsible to ensure that all contractor employees entering the VA Facilities have and visibly display a valid Identification Card issued by the VA Police Office. Upon arrival at the Facility, the courier will also notify the COR by calling extension 3717.

1.7 On occasion, the contractor may be scheduled to do an onsite purge or cleanout service

1.8 On a biannual basis (June and December) the contractor will provide a listing, in Excel format, with the following information for each console or bin:

Location Building number Room number Console/bin size in gallons

2. Places of Performance and Schedule: Pick-up at the following VA 437 sites shall occur weekly (Monday thru Friday between the hours of 8:00am and 3:30pm).

2.1 Fargo VA HCS Main Campus (2101 N Elm St, Fargo, ND 58102) pick up frequency and number of required collection bins:

Weekly

2.2 Community Based Outpatient Clinic (CBOC) locations, pick up frequency and number of required collection Bins:

Location

Bismarck VA CBOC Gateway Mall, 2700 State St Suite Bismarck, ND 58503

Weekly Console 65 Gal. Tote

Devils Lake VA CBOC 1031 7th St NE, Devils Lake, ND 58301

Weekly

65 Gal. Tote

Grafton VA CBOC 1319 11th St W Grafton, ND 58237

Weekly Console 65 Gal. Tote

Grand Forks VA CBOC 3221 32nd Ave S Suite 700 Grand Forks, ND 58201

Weekly Console 65 Gal. Tote

Jamestown VA CBOC 2430 20th St SW Suite 8 Jamestown, ND 58401

Weekly

Console

Minot VA CBOC 3400 S Broadway St Minot, ND 58701

Weekly Console 65 Gal. Tote

Fergus Falls VA CBOC 1839 N Park St Fergus Falls, MN 56537

Weekly

65 Gal. Tote

Bemidji VA CBOC 1217 Anne St NW Bemidji, MN 56601

Weekly Console / 2 65 Gal. Tote

2.3 Additional Collection Sites (leased space). NOTE: These are locations and spaces leased by the Fargo VA HCS. Their leases are subject to potential extension or retraction over the period of this document destruction contract. Locations, frequency of destruction, and number of bins required:

Location

Collection Frequency

Bin Size

Number of Bins

Fargo VA Annex 474 45th St S, Fargo, ND 58103 Bi-weekly

GSA (Post Office) Building 657 2nd Ave N Fargo, ND 58102

Community Resource & Referral Center 721 1st Ave N.

Fargo, ND 58102

65 Gal. Tote

*Since these numbers are only estimate the contractor is required to provide additional containers as needed. If 65 gal containers are used in lieu of 95 gal containers the number of containers may increase due to the smaller size

2.4 Pick-up of security waste shall be accomplished in accordance with the pick-up schedule listed in paragraph 2.1, 2.2, and 2.3

2.5 When regular delivery I pick up days occur on one of the Federal holidays listed below, the regular delivery I pick up shall automatically shift to the following business days (Monday through Friday). The ten national holidays observed by the Federal Government are:

2.5.1 Any other day specifically declared by the President of the United States to be a national holiday. If a holiday falls on Sunday, the following Monday will be observed as the legal holiday. If a holiday falls on Saturday, the preceding Friday is observed as a legal holiday by U.S. Agencies

2.6 In the event of schedule changes and prior to any changes made to the schedule, the Contracting Officer Representative (COR) will notify the Contracting Officer (CO) in writing of the revised pick up schedule. A revised pick-up schedule will be provided to the contractor in writing along with the contract modification from the CO.

2.6.1 In the event of additional services are needed the COR will be notified of the request. Once the CO authorizes the request for additional service, the contractor will be notified of the request and will complete it. The contractor is only authorized to complete additional service requests with the authorization of the CO. At the conclusion of the scheduled service, all Certificates of Destruction (COD) shall be given to the site POC, and copies provided to the COR with the monthly invoice.

2.6.2 The contractor shall only be invoicing and receiving payment for containers/consoles/bins that are 1 00% emptied. In the event if the contractor fails to empty a container because they missed it, they have 48 hours (weekdays) from the time of notified to empty the container.

2.6.3 The contractor shall submit a consolidated Invoice for all locations on a monthly basis.

3. Shredding Specifications

3.1 The Contractor shall provide shredding document destruction services for all secure materials that are collected in locked containers; (administrative papers, classified papers, sensitive records/ documents). Sensitive records are records that are national security classified or exempted from disclosure by statute, including the Privacy Act, or regulation. Information protection, destruction precautions, the documents (paper data), VA 437 information containing social security number, Private Health Information (PHI), Person Identifiable Information (PII) and other information covered by the privacy act shall be destroyed.

3.2 The Contractor will shred all collected material on site via a Contractor provided truck equipped with the appropriate shredding devices approved by COR.

3.3 The Contractor will shred paper material in accordance with VA Directive 6371 Destruction of Temporary Paper Records. This directive requires that final destruction of paper records is pulped, macerated, or shredded to a degree that definitively ensures that they are not readable or re-constructible to any degree.

3.4 If on-site mobile shredding equipment does not shred documents to meet the requirement of final destruction being non readable or non-re-constructible to any degree, and the final destruction is performed away from the VA facility it must be performed, where practicable, by a National Association for Information Destruction (NAID) certified, bonded and insured recycle paper mill. Any intermediary processes must protect the records until final destruction is completed.

3.5 Final destruction of record is the process of destroying temporary paper records to the degree that they are no longer readable or re-constructible to any degree. The Contractor will transport the on-site shredded materials to the Contractor yard in preparation for final destruction. In the yard, the shredded material is comingled and compacted with thousands of pounds of shredded paper. The paper is then compressed at 3,200 pounds per square inch into 2,000-pound bales. The bales are put in a secure trailer and transported to the paper mill where it is checked into a secure, gated facility. At the mill, the paper is placed into a hydro pulper, missed with water and blended into slurry where the individual fibers are separated. The slurry goes through a series of operations including cleaning, washing, and color stripping where contaminants are removed. The final product is recycled pulp.

3.6 VA 437 staff has the right to view (with no notice) further destruction of the on-site shredded material as performed at the Contactor’s locations at and . (CONTRACTOR PROVIDES INFO HERE).

3.7 Certificate of Destruction: For interim destruction (shredding on-site), a written documentation consisting of an inventory of the amount of paper records collected at the date of service will be provided by the Contactor before departure from each facility site. To account for paper records collected, the Contractor will turn in the shred bin location list which identifies the bins that the Contractor was able to collect for shredding. Additionally, a written documentation (certificate of destruction) shall be provided by the contractor to attest to the completion of the destruction process after the final destruction of VA records has taken place. The certificate of destruction, see below, should come from the pulp mill where final destruction has taken place.

AGREEMENT FOR THE RESPONSIBLE DISPOSAL OF DESTROYED MATERIALS

(Between a Secure Destruction Service and Disposal Agent) The following Secure Destruction Service is NAID® or seeking NAID® Certification and is in possession of destroyed materials as identified below that it must responsibly dispose:

SECURE DESTRUCTION SERVICE FIRM:

Address: _____________________________________________________________________________ Destroyed Materials consisting of: Shredded and Baled Paper The following Disposal Agent accepts the Destroyed Materials and will responsibly dispose of these materials in the method identified below:

DISPOSAL AGENT FIRM: ___________________________________________________________

ADDRESS: ________________________________________________________________________ Final Disposition Method of Materials Received: Re-pulp for Paper Remanufacturing By signature below, the Disposal Agent agrees to the following in accepting the Destroyed Materials from the Secure Destruction Service:

Disposal Agent Representatives Signature:______________________________Date:_____________ Representative’s Printed Name: _______________________________________________________

3.8 VA Handbook 6300.1: “Records Management Procedure” shall be applicable to all record/media destruction. The procedure reads: “The authorized destruction of records that are classified or otherwise restricted from disclosure by statute, such as Privacy Act of 1974 or Title 38 USC, must be witnesses by a Federal employee or a contractor employee. If a contract is used to disposed restricted VA records, the facility Records Officer must authorize the use of a contractor or subcontractor employee to witness the destruction.”

3.9 Incident Notification

3.9.1 The contractor shall notify VA 437’s COR within 24 hours of Contractor’s discovery of any incident which may potentially be a data breach, including a HIPAA Electronic Transactions and Code Sets, Privacy, Security or Standard Identifier Incident, or Use or Disclosure of Protected Health Information (PHI), whether secured (PHI which has been destroyed or in the alternative has been rendered unreadable, unusable or undecipherable) or unsecured (PHI) not secured through the use of a technology which renders it unusable, unreadable, or indecipherable through methodology specified by HHS in guidance issued under § 13402(h)(2) of the HITECH Act), not provided for by this Agreement and promptly provide a report to VA 437 within ten (10) business days of the notification.

4.0 Quality Control

4.1 The contractor shall develop and maintain quality programs to ensure recycling services are performed in accordance with commonly accepted commercial practices and comply with VA 437 requirements. 100% of the containers/ consoles/bins must be emptied and shredded at each location per the schedule provided by the COR. If a container, console/bin is not emptied and shredded, the contractor shall notify the COR, of the reason that a console/bin could not be emptied and shredded. The contractor shall only be invoicing and receive payment for containers/consoles/bins that are 100% emptied.

4.2 The contractor shall develop and implement procedures to identify, prevent, and ensure non- recurrence of defective services.

4.3 As a minimum the contractor shall develop quality control procedures addressing the areas where the Acceptable Quality Level was not met and how corrective action will be taken.

4.1.1 Safety

The contractor shall have in place a documented and comprehensive Health and Safety program to ensure all shredding activities are provided in a safe and secure manor.

4.1.2 Contractor Vehicles

4.1.3 All contractor vehicles utilized in the performance of this contract shall maintain insurance (up to the minimum coverage required by the respective state) and shall maintain current state vehicle registration.

4.1.4 All contractor employees shall possess a valid state driver’s license and have a clean driving record. The contractor or his/her employee’s while performing under this contract shall use no personal vehicles to transport containers to and from the government and contractor site.

4.1.5 The contractor shall ensure that all contractor vehicles utilized for this performance contract are kept in proper working condition. The contractor vehicles shall always be locked and properly secured while at the government site or in route to and from contractor site. Vehicles used in the performance of the contract shall not be left unattended and unlocked at any time while transporting VA 437 security waste.

4.2 Contractor Facilities

4.2.1 All security waste shall be shredded onsite at the VA 437 premises. If onsite shredding is not available due to unforeseen mechanical issues, the confidential material must be transported via locked secured vehicle to an appropriate VA 437 approved Contractor Facility for shredding destruction and recycling.

4.2.2 Prior to beginning performance of the contract, the contractor facility designated to be the destruction site will be inspected by COR and the VA 437’s Privacy Officer and approved in writing by the VA 437 at the contractor facility, and until completion of destruction, the security waste material must be maintained in a secured holding area at all times to prevent any disclosure or unauthorized access.

4.3 Security Waste Collection Containers and Phase-Out for Follow-On Contracts

4.3.1 The size of the containers shall be provided are

4.3.2. The lockable containers shall always be kept locked. The contractor shall provide three sets of keys for each lockable security waste container. One set of keys shall always remain in the possession of the contractor or his employees while at the Contractor’s site. Two sets of keys shall be provided to the VA 437 COR.

4.3.4 On occasion the contractor will also be required to pick-up and dispose of documents that need to be shredded for mass clean-out activities. These documents are typically in record storage boxes that are approximately 14”x14”x20” (WxHxL). The COR will provide the record storage boxes.

4.3.5 In the event the Government awards a follow-on contract to other than the incumbent contractor, the contractor will cooperate to the extent required to allow for an orderly changeover to the successor contractor. This transition shall be as smooth and transparent as possible to ensure no interruption in the services currently being provided.

4.3.6 In the event the Government awards a follow-on contract to other than the incumbent contractor. The incumbent contractor shall schedule a time with the COR to remove containers/consoles/bins throughout the VA 437 facilities at no additional cost to the government.

4.3.7 The contractor shall deliver the required number of lockable security waste containers (Joint Commission compliant) with keys to the VA 437 site specified in the contract within 5 calendar days after contract award and approval of VA 437 security suitability. The confidential waste containers shall be placed at the designated locations directed by the COR or the local VA 437 site point of contact (POC). The VA 437 site POC will be provided to the contractor by the COR. All containers must have a baffle preventing anyone from pulling documents out of the containers.

4.4.8 The contractor shall submit one point of contact for all locations to the COR within 5 days of contract award.

4.6 VA 437 Clearance Requirements

The contractor shall be required to comply with all security requirements of VA 437. All security requirements must be met, and the employees must be cleared prior to the contractor performing work under the contract. Employees that cannot meet the security requirements and clearance requirements will not be allowed to perform work under this contract. Upon contract award, COR will assist awardee to ensure the appropriate type of background investigation and/or fingerprints are initiated, and ultimately completed, on contract personnel in accordance with the contract terms and conditions and the VA/VHA Directive and Handbook 0710 Series. This also includes any required training for contract personnel (e.g. VA Cyber Security Awareness, VHA Privacy Policy, etc.) including Compliance and Business Integrity (CBI) Training.

4.7 HIPAA Compliance – Covered Entities

Under HIPAA Privacy and Security Rules, the Contractor providing services under this contract is a “covered entity,” and thus is not required to enter into a Business Associate Agreement with VA. However, the Contractor must observe Public Law 104-191 and all respective regulations implementing this law while providing services under this contract.

4.8 Handling of Records

4.8.1 Information or records accessed and/or created by the Contractor in the course of performing services under this contract are the property of the VA and shall not be accessed, released, transferred, or destroyed except in accordance with applicable federal law, regulations, and/or VA/VHA policy. The Contractor will not copy information contained in VA information systems, either by printing to paper or by copying to another digital format, without the explicit instruction and written approval from of the officials listed in paragraph a., above, except as is necessary to make single copies in the ordinary course of providing patient care. The Contractor will not commingle the data from VA information systems with information from other sources. Contractor shall report any unauthorized disclosure of VA information to the Contracting Officers Representative (COR).

4.8.2 The Logistics Management Service will follow VA 437 procedures to assure VA sensitive information is protected.

4.8.3 The C & A requirements do not apply, and that a Security Accreditation Package is not required.

End Statement of Work

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 1 day before the contract expires.

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 1 day before the contract expires; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 7 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause) C.4 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[X] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[] 852.233–70, Protest Content/Alternative Dispute Resolution.

[] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[X] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.5 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…