36C26322Q0623_1.docx

36C26322Q0623

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE

DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a.

PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE

ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

26.

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

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212

-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNAT

URE OF OFFEROR/CONTRACTOR

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

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

36C26322Q0623 06-09-2022 Traci Johannes 320-654-7635 06-23-2022 16:30

CDT

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

Contract Officer 4801 Veterans Drive St. Cloud MN 56303 X 562112 $41.5 Million N/A X Department of Veterans Affairs Minneapolis VA Medical Center One Veterans Drive Minneapolis MN 55417 Same as Block 9: ISSUED BY

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714 512-460-5540 See CONTINUATION Page Base + 4 Sharps Regulated Medical Waste Service for the MPLS VA. See attached Price/Cost schedule and Statement of Work.

See CONTINUATION Page X X Traci Johannes 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

Contract Officer 4801 Veterans Drive St. Cloud MN 56303

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

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

STATEMENT OF WORK:

The Minneapolis Veterans Affairs Health Care System (MVAHCS) @ 1 Veterans Drive, Minneapolis, MN 55417 has a continued need for hauling, treatment and disposal of Regulated Medical Waste, i.e. Sharps. Regulated Medical Waste (RMW) Disposal consists of physically collecting, treatment and disposal of infectious and pathological wastes, including needles, on a regularly scheduled basis, to be mutually determined by provider of service and the MVAHCS. Contractor shall provide all reusable sharps containers, mounting brackets, carts for interim storage for reusable sharps system. Contractor shall provide all reusable bulk containers for RMW.

I. SPECIFICATIONS/REQUIREMENTS

a) Quantities indicated in the schedule of items are estimated. The MVAHCS makes no commitment concerning the minimum or maximum poundage of waste, which will be required for disposal by the Contractor. The amount of services requested from the Contractor will be determined solely by the MVAHCS.

b) Contractor will provide a certifiable weighing system to enable proper billing for waste poundage disposed; i.e., if the disposal container weighs 14 pounds and Contractor is to dispose/haul 10 containers, each container will be weighed and container total weight (140 pounds) is subtracted from the gross weight to determine total waste poundage to be paid.

c) Rates are all inclusive of containers, vehicle(s), and the services of qualified vendor. Also included is delivery, set-up, disinfection of equipment or any other services called for by this solicitation.

d) Service will be in the form of “Full Service”, meaning contractor will be picking up full Sharps containers from the MVAHCS soiled utility rooms found in attachment A. Contractor to provide all additional packaging, manifesting for treatment and disposal per federal, state and local regulations.

e) The contractor is responsible for training medical center staff on the use, handling and care of the reusable sharps containers. Training will be documented and provided 24-7 during installation to ensure that training is available to all employees.

f) Contractor is responsible for removal of existing sharps container brackets and installation of the new wall brackets that will fit their container size. Wherever feasible the contractor will mount their wall brackets in the same location as the existing brackets being removed. All brackets must be securely mounted. Placement should be in accordance with industry standard ergonomic practices when possible. Exact Locations requiring sharps to be mounted will be provided once awarded but will include all patient rooms, clinical exam rooms, public bathrooms, and a variety of other locations totaling approximately 400-450 separate wall mounts. Additional brackets not mounted by contractor during initial installation will be kept on VA property for VA staff to mount as needs adjust. Contractor will have 30 days from contract award to have all brackets mounted per Attachment A, all brackets filled with reusable sharps containers, and all clean utility rooms filled with clean sharps containers per the par levels in Attachment A.

g) The contractor is responsible for providing a manifest of all items picked up (number of containers and sizes) at the time of pick up to the Contracting Officer’s Representative (COR) or his/her designee. A detailed destruction manifest of all Sharps containers transported from the VA Medical Center to include the date of pick up, location and the weight of the content of the containers as well as the date and place of destruction is to be provided to the COR within thirty (30) calendar days of destruction.

h) The contractor will provide a backup plan in the event circumstances disrupt his ability to provide pick up services. Service will be provided within 24 hours of a failure to meet scheduled pick-up or delivery times.

i) Contractor’s failure to provide adequate number of containers may result in the need for an overnight delivery or overnight shipment at the contractor’s expense. Sufficient containers are required to be supplied that meet the daily needs of the VA.

II. COMPLIANCE

Contractor will comply with all federal, state and local regulations, including:

· Regulated waste under the Federal Bloodborne Pathogens standard (BBP) found at 29 CFR 1910.1030

· Regulated medical waste under the Federal Hazardous Materials Regulations (HMR) found at 49 CFR 173.134, administered by the U.S. Department of Transportation (DOT). This includes any laws in other states that are applicable to the transportation of infectious waste across state lines

· Guidelines required by Center for Disease Control (CDC).

· Guidelines required by EPA

· Other applicable regulating agencies

III. DECONTAMINATION

1. Preferred method of treatment of Regulated Medical Waste is by means of autoclaving.

a. Offsite decontamination of infectious waste by autoclaving must be achieved in the following manner:

i. Infectious wastes must be autoclaved at 250 degrees Fahrenheit at 15 pounds per square inch of gauge pressure for one hour or at least equivalent settings.

ii. Loading of infectious waste must not exceed the design capacity of the autoclave.

iii. An operating log for each load of infectious waste decontaminated must be kept onsite for three years and must contain the date, time, temperature, pressure and operator name.

b. Waste may not be compacted or mixed with other waste materials prior to destruction and disposal.

c. Contractor's RMPW waste disposal facility will meet all OSHA, CDC, EPA and DOT requirements for operation.

2. Required method of treatment of Pathological/Chemo Waste is by means of incineration at approved Hospital/Medical/Infectious Waste Incinerator (HMIWI) location.

a. Contractor's medical waste incinerator facility will have a capacity 500 pounds/hour or greater. He/she is required (with any size contract waste incineration operation) to have or obtain an air emissions facility permit for installation and operation of the incinerator. Incinerator must be of a controlled-air design unless the permit conducts performance testing while combusting medical waste on alternate types of incinerators. Operating requirements, emission limits and monitoring for existing or new facilities will be in accordance with interim recommendations as adopted by all federal, state and local regulation. Incineration must effectively reduce the waste volume by 90%, effectively combusted for an adequate period of time under proper temperature and oxygen conditions to minimize toxic emissions; scrubbers and bag houses are recommended to further reduce particulate emissions. Ash from medical waste incinerators shall be disposed of in a permitted sanitary landfill.

b. Waste may not be compacted or mixed with other waste materials prior to destruction and disposal.

c. Contractor's HMIWI facility will meet all OSHA, CDC, EPA and DOT requirements for operation.

IV. CONTAINERS

1. Preferred bulk reusable containers for MVAHCS use are 2, 4, and 8-gallon capacity plastic containers or equal, with lids and handles, suitably protected from leakage during use and transport.

2. Preferred Reusable Sharp containers for MVAHCS use are 2-, 4- and 8-gallon capacity (or equal).

a. Contractor will provide the following number of containers and wall-mounting brackets for initial installation. See Attachment A for all locations of sharps to be mounted.

i. (100) two-gallon containers

· (100) two-gallon wall brackets

ii. (350) Four-gallon containers

· (350) four-gallon wall brackets

iii. (30) Eight-gallon containers

· (30) eight-gallon floor holders

b. Contractor will provide the initial quantity of containers as needed and will leave a clean, disinfected set of containers in our supply room for each container size/quantity removed. One - two cases will be provided by contractor to provide back-up clean sharps containers for swapping of containers between pickups. The number of clean containers required to be left initially:

i. Twenty (20) two-gallon

ii. Seventy (70) Four-gallon

iii. Six (6) eight-gallon containers

c. Reusable sharps containers must be:

i. Reusable

ii. Puncture proof

iii. Pre-assembled

iv. Leak proof

v. Overfill protection

vi. Lockable

vii. Sight/view port

viii. Large access opening but with restricted hand access that will prohibit a child to adult from accessing the contents for most containers with an open top container for OR and other similar area uses.

ix. Multiple sizes, 2 gal, 4 gal, and 8 gal.

x. Able to be disinfected via automatic process which doesn’t require human touch to open/dump/disinfect.

V. TRANSPORTATION AND VEHICLE

Vendor will assure all transportation and vehicle processes are compliant with DOT, EPA and other applicable federal, state and local regulatory agencies.

Vendor to avoid mechanical loading devices which may rupture packaged waste; use leak-proof vehicle and appropriate means to prevent, tip-overs, scattering, spillage or fall-offs during transport. Label transport vehicle with universal biohazard symbol; transport vehicle will not be left open nor unattended.

Contractor will provide, at no cost to the employee, appropriate personal protective equipment such as, but not limited to, gloves, gowns, laboratory coats, face shields or masks and eye protection, and mouthpieces, resuscitation bags, pocket masks, or other ventilation devices. Personal protective equipment will be considered "appropriate" only if it does not permit blood or other potentially infectious materials to pass through to or reach the employee's work clothes, street clothes, undergarments, skin, eyes, mouth, or other mucous membranes under normal conditions of use and for the duration of time which the protective equipment will be used.

Contractor must obtain all necessary permits and/or licenses regarding the pickup and incineration and/or other acceptable disposition as regulated by State and Federal EPA Guidelines for infectious medical waste. The contractor/transporter agrees to hold the Government harmless for any negligence of contractor/transporter or his/her employees who may wholly or individually be liable for improper disposal during the performance of this contract.

The Government retains the right to unilaterally terminate resultant contract in the event that a contractor/transporter engages in any form of improper waste-disposal practices.

VI. LOCATION OF PICK UP POINT:

Contractor will deliver all clean sharps containers to the loading dock. Contractor will then use these containers, to replace all the full sharps containers from all the locations on Attachment A. Clean sharps go to the clean rooms per Attachment A, all full sharps will be in the dirty utility rooms per Attachment A. All infectious medical waste containers will be picked-up, removed, and destroyed on Wednesdays.

A preferred pickup schedule is before 8:00 a.m. every Wednesday. This is to prevent interruption of warehouse shipments and deliveries. There shall be no pickup charges separate from line-item charges. Offerors are required to furnish the following information:

CONTRACTOR'S PROPOSED PICKUP SCHEDULE:

Wednesday ___________________

VII. 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 right is reserved 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.

VIII. DOCUMENTATION/REPORTS:

Contractor is responsible for providing detailed RMPW shipping papers of all infectious medical and pathological waste transported from the MVAHCS to include:

· The date RMPW was collected

· Proper United Nations (UN) code, UN3291, Regulated Medical Waste, n.o.s., 6.2, PG II

· Container size, quantity and weight/ volume picked up

· Number of containers delivered to customer

· Designated Treatment Facility with Alternate Designated Facility

· 24-hour emergency phone number

· At minimum, signature fields for Generator, Transporter and Treatment/Destruction must be dated and signed clearly

· Shipping papers must be in hard-paper form and must accompany the RMPW loads in hard-paper form.

A copy of the shipping papers must be left with the Contracting Officer Representative (COR) or his designee on the day of collection. The contractor is required to provide a signed and legible manifest attesting to the destruction of the infectious medical waste is to be provided to the Director, Environmental Management Service within 30 days of the destruction of the medical waste. All RMPW Shipping papers will be DOT compliant. Contractor will submit monthly report by category to the COR on RMPW poundage disposed of.

A monthly report submitted with invoices should total the volumes of waste and number of containers removed for each waste steam after each pick up (Sharps). Contractor can email the report in Microsoft Excel to COR if preferred.

Offerors are required to furnish the following information:

a. A copy of permit for the disposal facility. Additionally, the Contracting Officer may require details about the facility's compliance record.

b. Furnish/identify back-up disposal facilities in the event that the primary facility is unavailable for any reason.

c. Current waste transporter permit(s) the contractor and subcontractors

d. List of all transfer stations, treatment, storage and disposal facilities (TSDFs) and treatment facilities that shall be utilized during this contract to include the capacity of these facilities and the waste streams they are permitted to accept by treatment technology. Address, phone number and other contact information shall be provided. The VA reserves the right to inspect each of these facilities before approving its use or at any time during or after contract period while VA wastes are present.

e. Copy of Operator permit(s)

f. Provide the contractor’s/subcontractor experience in regulated medical waste packaging, transport, and disposal.

g. Certificates of training and experience of contractor/subcontractor staff and/or personnel who will perform site work under this contract (all technicians that will work on VA premises will be expected to have received at least the minimum training required by law as specified in 29CFR 1910-120, 40 CFR Parts 260-265 and 49 CFR Parts 171-178).

h. Provide information identifying any proposed subcontractors and identifying services to be performed by the subcontractors. Contractor must submit evidence that subcontractor is qualified and legally able to provide services. (ALL subcontractors must be approved by the facility and Contracting Officer prior to performing any duties under this contract). The Government reserves the right to prohibit the contractor from employing the services of a subcontractor who does not possess the ability to satisfactorily perform in accordance with the provisions of this solicitation. The use of a subcontractor or subcontractors, does not relieve the contractor any requirements set forth in this solicitation The contractor is responsible for ensuring that any subcontractor(s) perform in accordance with the terms and conditions of this solicitation. Subcontractors will also comply with (b) of this section.

i. Provide a copy of US EPA identification number(s) certificate for each business entity operated or contracted by the contractor that will provide service regarding any aspect of VA waste disposal program (i.e. storage, transfer, incinerator sites).

j. Provide written acknowledgement of responsibility for acquisition of all applicable business licenses and permits required by law. Contractor shall certify that it acknowledges and is in possession of all required business licenses and permits.

k. Provide a list of any violations and/or citations that the contractor and subcontractors have received for non-compliance with any hazardous waste laws, permit requirements, and/or OSHA requirements for the past three years from the date of submission. Contractor shall include information on all related business entities including associated firms that are owned by the contractor or owned by a common parent company that will be involved in any portion of the processing of VA waste disposal program. If no discharge or violations have occurred, contractor must provide a statement that certifies no discharges or violations have occurred.

1. Provide a plan describing Standard Operating Procedures (SOPs) that will be followed while conducting normal regulated medical waste management activities. The contractor shall describe:

a. Site safety and contingency procedures (e.g. spill management).

b. Operational procedures and site management structure.

c. Supplies and equipment practices.

d. Packing procedures.

e. Quality assurance and quality control procedures to ensure materials are properly identified, categorized, and packaged, and paperwork is properly completed.

f. Procedures for gaining waste acceptance into a transfer/ disposal facility.

g. Contractor and project management procedures.

2. Provide the following information regarding the waste fleet owned and operated by the contractor.

a. Basic description of transportation services offered and capabilities.

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

c. Description of service and maintenance programs.

d. Types of materials licensed to haul.

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

f. The DOT compliance record.

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

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

3. Provide the following information on the contractor's emergency response (ER) capabilities (or any changes to original submission):

a. Contractor's ER policies.

b. ER capabilities and experience and limitations.

c. Type of ER equipment maintained (specify if owned or subcontracted and from whom).

d. Personnel availability, training and experience.

e. Contractor's emergency response procedure shall describe:

i. How to request an emergency response.

ii. How the contractor notifies personnel and initiates response action.

iii. Incident command procedures followed by the contractor.

iv. ER work practices.

v. ER protection of health and safety practices.

vi. ER invoicing policy.

4. Provide a list of names, titles, addresses, telephone numbers (including cellular), pager/beeper numbers, facsimile numbers and e-mail addresses of key managers, supervisors, customer service and field service personnel performing under this contract.

5. Provide a single point of contact for each facility with backup.

IX. ADDITIONAL INFORMATION

This contract for Sharps disposal does not provide access to VA systems or to VA sensitive data. Access to data may be possible due to labels on bottles, but the data is not given as part of the contract.

Prior to start of work contractors, to be performing pick up/ delivery of containers and wastes, must obtain VA issued identification badges. Two forms of valid identification will be required of these personal.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

BASE YEAR; SHARPS REGULATED MEDICAL WASTE DISPOSAL

Contract Period: Base POP Begin: 07-01-2022 POP End: 06-30-2023 PRINCIPAL NAICS CODE: 562112 - Hazardous Waste Collection PRODUCT/SERVICE CODE: R428 - Support - Professional: Industrial Hygienics

OPTION YEAR 1; SHARPS REGULATED MEDICAL WASTE DISPOSAL

Contract Period: Option 1 POP Begin: 07-01-2023 POP End: 06-30-2024

OPTION YEAR 2; SHARPS REGULATED MEDICAL WASTE DISPOSAL

Contract Period: Option 2 POP Begin: 07-01-2024 POP End: 06-30-2025

OPTION YEAR 3; SHARPS REGULATED MEDICAL WASTE DISPOSAL

Contract Period: Option 3 POP Begin: 07-01-2025 POP End: 06-30-2026

OPTION YEAR 4; SHARPS REGULATED MEDICAL WASTE DISPOSAL

Contract Period: Option 4 POP Begin: 07-01-2026 POP End: 06-30-2027

B.3 DELIVERY SCHEDULE

One Veterans Dr Minneapolis, MN 55417

USA

One Veterans Dr Minneapolis, MN 55417

USA

One Veterans Dr Minneapolis, MN 55417

USA

One Veterans Dr Minneapolis, MN 55417

USA

One Veterans Dr Minneapolis, MN 55417

USA

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 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 PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

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

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

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

(End of Clause)

C.3 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.4 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 7.

(End of Clause)

52.217-8 ADDENDUM:

For the purposes of the award of this Contract, the Government intends to evaluate the option to extend services, provided under FAR 52.217-8, as follows: The evaluation will consider the possibility that the option can be exercised at any time, and can be exercised in increments of one to six months, but for no more than a total of six months during the life of the contract. The evaluation will assume that the prices for any option exercised under FAR 52.217-8 will be at the same rates as those in effect under the contract. The evaluation will therefore assume that the addition of the price or prices of any possible extension or extensions under FAR 52.217-8 to the total price for the basic requirement and the total price for the priced options has the same effect on the total price of all proposals relative to each other, and will not affect the ranking of proposals based on price, unless, after reviewing the proposals, the Government determines that there is a basis for finding otherwise. This evaluation will not obligate the Government to exercise any option under FAR 52.217-8.

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

(a) The Government may extend the term of this contract by written notice to the Contractor within 7; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 15 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.6 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.

[X] 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.

[] 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.

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

[X] 852.233–71, Alternate Protest Procedure.

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

[X] 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…