36C77019Q0245-001.docx

36C77019Q0245

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

NCO 15 Contracting Ofc - CMOP 764-19-4-501-0100 36C77019Q0245 05-1 -2019

NICHOLS FELLOWS, LORI

913-684-0154 06-07-2019

2:00 PM CT

36C770 Department of Veterans Affairs NCO 15 Contracting Ofc - CMOP 3450 S. 4th St. Trafficway Leavenworth KS 66048-5012 X X 562111 $38.5 Million X N/A X 36C764 Department of Veterans Affairs VA CMOP Murfreesboro - 764 3209 Elam Farms Parkway Murfreesboro TN 37127 36C770 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Leavenworth KS 66048

Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX 877-353-9791 512-460-5429 See CONTINUATION Page Provide refuse collection and disposal as specified in statement of work and price schedule at 3209 Elam Farms Parkway, Murfreesboro, Tennessee.

Site visits may be arranged through COR Branden Penston,

(615) 225-3442;

Branden.Penston@va.gov

NOTE: THIS IS A 100% SDVOSB SET-ASIDE.

Submit responses to lori.nicholsfellows@va.gov on or before 2PM CT, 6-7-2019. Electronic submissions only.

See CONTINUATION Page X X X Lori J. Nichols Fellows

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 36C770 LORI NICHOLS FELLOWS Department of Veterans Affairs NCO 15 Contracting Ofc - CMOP 3450 S. 4th St. Trafficway

Leavenworth KS 66048-5012

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

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 STATEMENT OF WORK

REFUSE COLLECTION SERVICES

Introduction

The contract awarded will be a non-personal services contract. As such, the contractor will provide continuous supervision to their personnel and the contractor, its employees, agents and subcontractors shall not be considered VA employees for any purpose.

1. Description of Services:

The contractor shall provide all personnel, equipment, tools, materials, vehicles, supervision, and other items and services necessary to perform refuse services for the Mid-South Consolidated Mail Outpatient Pharmacy (CMOP) at 3209 Elam Farms Pkwy, Murfreesboro, TN 37127. The contractor shall perform to the standards in the contract as well as all local, state, and federal regulations.

1.1. Collection Requirements:

1.1.1. Routes/Schedules Submittals: The contractor shall establish vehicle routes and collection schedules that meet the requirements of the facility. They shall be submitted to the contracting officer five (5) calendar days prior to start of contract performance. The contractor shall collect all refuse and garbage. No changes are allowed to the schedule or haul route without Contracting Officer approval or through temporary direction of traffic law enforcement officials.

1.1.2. Schedule:

Schedule changes shall not be accomplished without written permission of the Contracting Officer. All services shall have a separate detailed line item on the invoice including but not limited to date, description, weight-in, weight-out and cost. The COR shall certify the invoices.

1.1.3. Unscheduled Collections: The Contracting Officer may require the contractor to make unscheduled collection, disposals, and relocation of containers for special events or other occasions. The contractor will respond within 24 hours of the event when approved by the contracting officer. Approved unscheduled services shall be invoiced as a separate line item on the invoice and will be certified by the COR.

1.1.3.1. Missed Pick Up: The contractor shall provide an emergency pick up within 24 hours of notification of a missed pick up. The missed pick up shall be provided at no charge to the Mid-South Consolidated Mail Outpatient Pharmacy (CMOP).

1.1.4. Inclement Weather Schedule: The contractor shall collect refuse during periods of inclement weather. In cases of severe weather, the COR shall be notified and may authorize exceptions. When exceptions are granted, the contractor shall make up all missed collections within 24 hours after the severe weather has terminated, unless the COR authorizes additional time.

1.1.5. Points of Collection: For the Mid-South CMOP, the collection station for refuse is by the loading dock on the Northeast side of building 3209. The contractor shall position bulk containers for customer ease in depositing refuse. This may require repositioning of containers from time to time. The contractor shall also position containers to minimize interference with emergency vehicles, normal traffic flow, adjacent parking areas, sidewalks, roadways, overhead utilities, trees, and other potential obstructions.

1.1.6. Cubic Yard Capacity: Proposed One (1) roll off enclosed container that has the capacity of a forty-two (42) cubic yard garbage compactor. The container shall be heavy duty with a motor of 480-volts, 30-amp connections. The unit will have a quick disconnect in order to pull the container or do field service on the unit. The minimum ram compaction force shall be 49,500 lbs. and the hydraulic cylinder shall be no less and 4-inch 1.0 heavy duty construction. The compactor shall be equipped with pressure gauges, so the operator can observe the compaction pressure. The Government reserves the right to change the cubic yard capacity.

1.1.7. Government-Approved Containers: Collection of refuse in all areas shall be from contractor-provided, Government-approved, waste containers. The schedule of container locations and container sizes included in this contract are specified for the purpose of locating adequate receptacles for anticipated refuse generation. The Contractor is authorized to vary such containers and locations as deemed necessary providing the overall quantity and size of containers remains the same and such changes are coordinated with and approved by the COR. Relocation of containers under this provision will not result in a change in contract price nor require a written modification to the contract. Containers shall be of uniform color and numbers assigned for identification purposes. The containers and compactors shall be maintained and/or repainted to prevent rust or unsightly appearance. The compactor shall have walk way for carts with weather protection cover. Cleaning of containers shall be the responsibility of the contractor. At a minimum, all containers shall be washed and cleaned inside and out once a week during the months of June, July, August, and September, and once a month the other eight months, or as they become malodorous or unsanitary or when determined by the COR or Contracting Officer. Contractor shall be responsible to clean inside of compactor when the unit becomes unsanitary or when determined by the COR or Contracting Officer.

1.1.8. Contractor Owned Equipment: Containers and compactors under this contract shall be contractor owned and maintained.

1.1.9. Contractor Replacement of Compactors: In the event a compactor breaks down, the Contractor shall provide a replacement compactor at no additional cost. The contractor shall replace compactor within two weeks or sooner after breakdown. The size of this compactor shall be determined by the Contracting Officer. Contractor shall make available temporary refuse containers during this period. The temporary container shall be approved by the COR.

1.1.10. Size and Type of Containers: Containers to be furnished by the contractor shall be equipped and designed for application and must meet all commercial, local, state and federal regulation. The containers furnished by the contractor shall be comparable in design and fabrication as currently used by the CMOP or the contractor can provide recommendations of other style of containers or manufactures. Contractor furnished, 42 cubic yard containers, shall be a closed container or other Government-approved container.

1.1.11. Size and Type of Vehicles: The contractor shall be responsible for all city, county, state and federal licenses, insurances, and fees. Vehicles shall be equipped and designed for application and must meet all commercial, local, state and federal regulation. To prevent unreasonable delay in servicing collection caused by breakdown of vehicle, a standby vehicle with duplicate handling mechanism shall be provided by the contractor. The vehicle shall be operated in such a manner as to protect the container in dump position from the wind and to prevent the spillage of materials across the back of the truck during dumping operations. Adequate measures will be taken at all times to prevent spillage or scattering of the truck contents by wind or other means.

1.1.12. Maintaining Containers and Collection Area: The contractor shall return the containers to their original location after servicing with containers and compactor functional and in operating condition. The contractor will be responsible for immediately cleaning up any spills, debris, etc., which may occur during servicing of containers. The contractor's clean up requirements includes but is not limited to improper connection of containers with compactors or contract driver forgetting to close container doors, or contractor driver forgetting to install dividers between containers or compactors, etc. If debris was distributed over a larger area due to winds, etc. contractor shall be responsible for collecting. The contractor will be responsible for keeping collection areas free of refuse and debris.

1.1.13. Weighing of Vehicles: All vehicles used in the collection of refuse shall be weighed on state certified vehicle scales at the landfill. Incoming and outgoing vehicle weights shall be recorded on weigh tickets provided by the operator at the weigh station. The weight ticket shall be emailed to the COR, the following business day after a pick-up and delivery by the contractor for each load. If the contractor has a Certificate of Destruction Ticket, this certificate must be approved by the COR.

1.2 Recyclable Requirements:

1.2.1. Recyclable Materials Processing: Reserved.

1.2.2. Marketing: Reserved.

1.2.3. Sales Receipts: Reserved.

1.2.4. Security Requirements for White Paper Shredding: Reserved.

1.3. DISPOSAL:

1.3.1. Disposal: The contractor shall transport and dispose of all solid waste at a licensed disposal site selected by the contractor. Disposal shall be in accordance with existing local, state, and federal regulations. The contractor shall be responsible for any permit or fees associated with the use of disposal locations. The waste compactor shall be in operation within two (2) hours of container pick-up. The contractor shall provide turnaround time.

1.3.2. Disposal of Non-marketable Materials: Disposal of non-marketable materials from processing materials at a facility shall be the responsibility of the contractor. This includes any material rejected for any reason.

1.4: Equipment Maintenance: The contractor shall maintain all contractor equipment ensuring they are free of unpleasant odors, dirt, debris, and pests. All containers must remain in good, workable condition. They must remain easily accessible to customers. The contractor shall perform all cleaning, painting, repair and other maintenance tasks. The tasks shall not be performed at the CMOP facility.

1.5. Reports and Records: The contractor shall provide a monthly report detailing total tonnages of refuse collected.

2. CONTRACTOR'S RESPONSIBILITIES:

2.1 The contractor agrees to procure and maintain for the contract period, Workmen's Compensation and Employers Public Liability Insurance in accordance with laws of the State of Tennessee. Before commencing work under the contract, the Contractor shall furnish to the Contracting Officer a certificate of insurance indicating the coverage outlined in FAR clause 52.228-5 and 28.307-2 and containing an endorsement to the effect that cancellation of or any material change in the policies which adversely affect the interests of the Government in such insurance shall not be effective unless a 30-day advance written notice of cancellation or change is furnished to the Contracting Officer.

2.2 The contractor shall comply with all posted traffic regulations. The contractor shall also comply with the Occupational Safety & Health Administration (OSHA) regulations.

2.3 The contractor shall obtain all necessary licenses and/or permits required to perform this work. The contractor shall take all precautions necessary to protect persons and property from injury or damage during the performance of this contract. The contractor shall be responsible for any injury to employees or others as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by the contractor or contractor employee's fault or negligence. The contractor shall provide a copy with solicitation response and maintain personal liability and property damage insurance prescribed by the laws of the State of Tennessee.

2.4 Reserved.

2.5 The contractor will be a regularly established business and financially responsible.

2.6 To ensure that the individuals providing services under the contract have not engaged in fraud or abuse regarding Section 1128 and 1128A of the Social Security act regarding federal health care programs, the contractor is required to check the Health and Human Services Office of Inspector General (HHS/OIG), List of Excluded Individuals/Entities on the OIG Website (www.hhs.gov/oig) for each person providing services under this contract. During the performance of this contract, the contractor is prohibited from using any individual or business listed on the List of Excluded Individuals/Entities. The Contractor must comply with all Federal Laws requiring either proof of citizenship or legal residency in the United States.

2.7 Reserved.

2.8 The number of Contractor's personnel shall be adequate to perform work efficiently and maintain required standards. The Contracting Officer may require, in writing, the Contractor to remove from the work any employee the Contracting Officer deems incompetent, careless or otherwise objectionable. At any time, truck drivers may be required to show proof of valid operator’s license and shall be thoroughly acquainted with and comply with all posted traffic regulations.

2.9 Location for the dumpster and compactor will be determined by the Unit and the COR.

3. Government Furnish Utilities: The Government will furnish the electricity for the operation of the compactor. Electricity is currently available for one compactor.

4. Duration of contract: The base period of performance is August 1, 2019 thru July 31, 2020, with four (4) option years. The Government has the exclusive right to renew or not renew the option years.

5. Holidays: Federal Holidays are: New Year Day, Martin Luther King, Presidents Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day. There are requirements where the CMOP does work holidays and the contractor may be required to provide services on one, any, or all of these holidays.

6. Sales Receipts: Reserved.

7. Quality Assurance: The Government will periodically evaluate the contractor's performance by appointing an evaluator COR to monitor performance to ensure services are received. The Government COR evaluator will evaluate the contractor's performance through intermittent onsite inspections of the contractor's quality control program and receipt of complaints from base personnel. The Government may inspect each task as completed or increase the number of quality assurance inspections if deemed appropriate because of repeated failures discovered during quality assurance inspections or because of repeated customer complaints. Likewise, the Government may decrease the number of quality assurance inspections if performance dictates. The Government will also receive and investigate complaints from various customers located on the installation. The Government is responsible for validating customer complaints.

8. Quality Control: The contractor is responsible for developing and maintaining a quality program to ensure refuse services are performed in accordance with commonly accepted commercial practices. The contractor is responsible for developing and implementing procedures to identify, prevent, and ensure non-recurrence of defective services. As a minimum, the contractor is responsible for developing quality control procedures addressing the areas identified in paragraph 9, Service Delivery Summary. The contractor is responsible for submitting the quality control program to the Contracting Officer with the bid proposal.

9. Service Delivery Summary: The contractor service requirements are summarized into performance objectives that relate directly to mission essential items. The performance threshold briefly describes the minimum acceptable levels of service required for each requirement. These thresholds are critical to mission success.

Collect and Dispose of Solid Waste in accordance with the established schedule.

1.1 - 1.4

4 valid defects

Maintain equipment in good workable condition.

1.4

4 valid defects

Provide Reports and Records with all required information in a timely manner. Collection report is submitted monthly; Collection report contains monthly collected refuse tonnage; Weight tickets are submitted twice monthly; Landfill tickets are submitted monthly.

1.5

No defects allowed

Perform unscheduled collections required by the Contracting Officer in accordance with paragraphs 1.1 and 1.3.

1.1.2

No defects allowed

10. Quality Assurance Surveillance Plan:

The Quality Assurance Surveillance Plan (QASP) has been developed to evaluate contractor actions while implementing this Statement of Work (SOW). It is designed to provide an effective surveillance method of monitoring contractor performance for each listed objective on the Service Delivery Summary (SDS) in the maintenance contract. The QASP provides a systematic method to evaluate the services the contractor is required to furnish. This QASP is based on the premise the Government desires to maintain a quality standard in operating, maintaining, and repairing facilities and that a service contract to provide the service is the best means of achieving that objective. The contractor, and not the Government, is responsible for management and quality control actions to meet the terms of the contract. The role of the Government is quality assurance to ensure contract standards are achieved. In this contract the quality control program is the driver for product quality. The contractor is required to develop a comprehensive program of inspections and monitoring actions. The first major step to ensuring a "self-correcting" contract is to ensure that the quality control program approved at the beginning of the contract provides the measures needed to lead the contractor to success. Once the quality control program is approved, careful application of the process and standards presented in the remainder of this document will ensure a robust quality assurance program.

11. Government Remedies: The Contracting Officer shall follow FAR 52.212-4, Contract Terms and Conditions-Commercial Items, for contractor's failure to perform satisfactory services or failure to correct non-conforming services.

12. Qualification of Bidders: Bids will be considered only from bidders who are regularly established in the business called for and who in the judgment of the Contracting Officer are financially responsible and able to show evidence of their reliability, ability, experience, equipment, facilities and personnel directly employed or supervised by them to render prompt and satisfactory service. The bidder shall be licensed by the state or local health authority in those localities where such licenses are required. If a pre-award survey is conducted, the Contractor shall have management officials, of the appropriate level, represent the firm. In addition, the proposed project manager shall be available to respond to questions raised during the pre-award survey. The Contractor shall also prepare a written document to present a briefing regarding the manner in which he intends to accomplish contractual obligations. As a minimum, Contractor shall address the following items of information in the presentation (a written copy of the presentation with backup data below must be submitted to the CO with the proposal.

a. Startup and phase-in schedule.

b. Key personnel letters of intent and resumes.

c. Availability of labor force, plan for recruiting, type and extent of training.

d. The role of the project manager and the extent of his/her authority.

e. Organizational and functional charts reflecting line of management responsibility.

f. Manning charts in formal request by the CO (only to be used to ensure that Contractor understands the workload).

g. Plans and management procedures for logistical administrative support of all functions;

that is, Contractor furnished supplies and equipment and procedures for timely payment of personnel.

h. Procedures to be used to ensure contract requirements are met (quality control program).

i. Corporate experience, as evidenced by past and present contracts.

j. Other purchases for which Contractor has bid and for which Contractor is apparent low bidder.

13. Inspection of Premises:

Bidders should inspect the premises prior to submitting bids in order to be fully aware of the scope of services required. Failure to do so will not relieve the successful bidder from performing in accordance with the strict intent and meaning of the specifications without additional cost to the Government. Prospective bidders may call the COR, Branden Penston, during the office hours of 8:00 a.m. - 4:00 p.m. at 615-225-3442 or 615-620-8441 any day except Saturdays, Sundays and holidays.

B.3 PRICE/COST SCHEDULE

Base Year: 1 August 2019 – 31 July 2020

3209 Elam Farms Parkway, Murfreesboro, TN

3209 Elam Farms Parkway, Murfreesboro, TN

GRAND TOTAL

Option Year 1: 1 August 2020 – 31 July 2021

3209 Elam Farms Parkway, Murfreesboro, TN

3209 Elam Farms Parkway, Murfreesboro, TN

GRAND TOTAL

Option Year 2: 1 August 2021 – 31 July 2022

3209 Elam Farms Parkway, Murfreesboro, TN

3209 Elam Farms Parkway, Murfreesboro, TN

GRAND TOTAL

Option Year 3: 1 August 2022 – 31 July 2023

3209 Elam Farms Parkway, Murfreesboro, TN

3209 Elam Farms Parkway, Murfreesboro, TN

GRAND TOTAL

Option Year 4: 1 August 2023 – 31 July 2024

3209 Elam Farms Parkway, Murfreesboro, TN

3209 Elam Farms Parkway, Murfreesboro, TN

GRAND TOTAL

Page 1 of Page 1 of

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 52.252-2 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 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

C.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 30 days.

(End of Clause)

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

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

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

(End of Clause)

C.6 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

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

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

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

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

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

(End of Clause) C.7 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (JUL 2016)(DEVIATION)

(a) In an effort to achieve socioeconomic small business goals, depending on the evaluation factors included in the solicitation, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business status and their proposed use of eligible service-disabled veteran-owned small businesses and veteran-owned small businesses as subcontractors.

(b) Eligible service-disabled veteran-owned offerors will receive full credit, and offerors qualifying as veteran-owned small businesses will receive partial credit for the Service-Disabled Veteran-Owned and Veteran-owned Small Business Status evaluation factor. To receive credit, an offeror must be registered and verified in Vendor Information Pages (VIP) database (https://www.vip.vetbiz.gov).

(c) Non-veteran offerors proposing to use service-disabled veteran-owned small businesses or veteran-owned small businesses as subcontractors will receive some consideration under this evaluation factor. Offerors must state in their proposals the names of the SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts. In addition, the proposed subcontractors must be registered and verified in the VetBiz.gov VIP database (https://www.vip.vetbiz.gov).

(End of Provision)

C.8 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses or veteran-owned small businesses proposed as subcontractors in accordance with 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more service-disabled veteran-owned small businesses or veteran-owned small businesses for subcontract work of the same or similar value.

(End of Clause) C.9 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

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

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans or eligible surviving spouses (see VAAR 802.201 Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more…