36C77019Q0451-001.docx

36C77019Q0451

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 SI

GN 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. SIGN

ATURE 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 766-19-2-604-0067 36C77019Q0451 04-29-2019 Capps, Penny 913-684-0152 05-10-2019 05:00pm EST 36C770 Department of Veterans Affairs NCO 15 Contracting Ofc - CMOP 3450 S. 4th St. Trafficway Leavenworth KS 66048-5012

562111 $38.5 Million X N/A X Department of Veterans Affairs VA CMOP Charleston - 766 3725 Rivers Ave, Suite 2 North Charleston SC 29405-7038 36C770 Department of Veterans Affairs

NCO

15 Contracting Ofc - CMOP 3450 S. 4th St. Trafficway Leavenworth KS 66048-5012

Department of Veterans Affairs

FSC

http://www.tungsten-network.com/US/en/ve Austin TX 78714-8971

See CONTINUATION Page This is a solicitation to establish an Indefinite Delivery Contract for Charleston SC CMOP. the IDIQ will be for non-hazardous, solid waste collection & cardboard recycling.

SEE SECTION B, DELIVERY SCHEDULE FOR MORE DETAILS

Offeror shall comply with U.S.

Department of Labor Wage Determination No: 15-4227, (Charleston County) Revision 10 Dated 01/01/2019, which can be accessed at https://www.wdol.gov/sca.aspx.

SDVOSB and VPSB must be registered at vetbiz.gov Prior to award, selected vendor must be registered at Sam.gov See CONTINUATION Page X X Penny Capps 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 Penny Capps 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

FSC

http://www.tungsten-network.com/US/en/ve Austin TX 78714-8971

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

B.2 VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS

VA recognizes the contributions of our Nation's veterans, and we strive to make contract awards to small businesses owned by veterans and service-disabled veterans. We also encourage prime contractors to form partnerships and/or to pursue subcontracting opportunities with veteran-owned and service-disabled veteran-owned small businesses. Depending on the evaluation factors included in the solicitation, VA may evaluate offerers based on their veteran-owned or service-disabled veteran-owned status, their proposed use of veteran-owned or service-disabled veteran-owned small businesses as subcontractors, and their past performance on adherence to small business subcontracting plan requirements.

To receive credit under the Veteran-Owned Small Business and Service-Disabled Veteran-Owned Small Business Status evaluation factor, an offerer must furnish a completed representation (Federal Acquisition Regulation clause 52.212-3 or 52.219-1) that shows that it qualifies as a veteran-owned or service-disabled veteran-owned small business- or be registered in the System Award Management (SAM) website as a veteran-owned or service-disabled veteran-owned small business. Service-Disabled Veteran Owned Businesses and Veteran Owned Businesses must be Registered & CVE Certified in VetBiz Registry at (www.vip.vetbiz.gov) 36C77019Q0451

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B.3 STATEMENT OF WORK

The Charleston Consolidated Mail Outpatient Pharmacy (CMOP) is a 78,000-square foot facility located at 3725 Rivers Avenue, Suite 2, North Charleston, South Carolina. As a provider of outpatient pharmaceutical services to twenty-two VA Medical Centers and associated community clinics, Charleston CMOP dispenses approximately 105,000 prescriptions daily for direct-to-patient-delivery by various mail carriers. Charleston CMOP operates two shifts, five days per week, and employs approximately 330 staff members. Charleston CMOP generates approximately 11-tons of non-hazardous, solid waste per week, of which approximately 50% is compressed cardboard, 40% paper, label, and plastic bottles, and 10% general trash from breakroom and bathroom areas. Charleston CMOP requires waste containers and hauling/disposal services. The service shall also provide cardboard recycling services with proper documentation of materials recycled and appropriate compensation at current market rates. The service may require hauling solid waste to multiple locations dependent upon the source of the waste.

Contract Qualifications. Contractor personnel performing under this contract must be fully qualified and competent and possess the required equipment, license, and permits to perform this service. All contractors competing for award as a Service Disabled Veteran Owned Small Business (SDVOSB) must be registered and verified in the Vendor Information Pages (VIP) database (https://www.vip.vetbiz.gov). All contractors must be registered in the System for Award Management (SAM) database (http://www.SAM.gov) to be eligible for a government award.

On condition of contract award, the contractor will be required to sign a Business Associate Agreement because of possible exposure to protected health information. The following directives, laws, and regulations apply:

· VHA Handbook 1605.05, Business Associate Agreements

· Health Insurance Portability and Accountability Act (HIPAA)

· Health Information Technology for Economic and Clinical Health Act (HITECH) Act

· HIPAA Privacy, Security, Breach Notification, and Enforcement Rules (“HIPAA Rules”)

· 45 C.F.R. Parts 160 and 164, for the Use and Disclosure of Protected Health Information (PHI) Hours: Services shall be performed according to specifications of Government point of contact and Contracting Officer’s Representative (COR). The core work hours for this facility is Monday through Friday, 06:30 am to 2:30pm.

Preferred Pickup Days:

· 34-cubic yards compactor – every Tuesday and Thursday, early morning.

· 10-cubic yards, closed top lockable dumpster – every Tuesday.

· 20 cubic yards, open top dumpster – every other Wednesday.

Holidays: The following federal holidays are observed; however, circumstances may warrant approval for work on those days upon authorization.

Statement of Work Template Guide

Page 1 of Page 1 of New Year's Day Martin Luther King Jr.'s Birthday Washington's Birthday Memorial Day Independence Day

Labor Day Columbus Day Veterans’ Day Thanksgiving Day Christmas Day

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PART I –SYSTEM FUNCTION AND PERFORMANCE

A. Charleston CMOP has the following solid waste streams:

1. Non-hazardous, solid waste from production activities. This includes but is not limited to paper, plastic bottles, caps, cotton, shrink wrap, wipes, vinyl gloves, and alcohol swabs. The production-related waste averages 4 tons per week. Some of the material from the production floor (paper and bottles) contains Patient Sensitive Information (PII) and VA Sensitive Information, and must be afforded appropriate handling measures. This waste stream must receive timely delivery to the processing facility to ensure proper handling and documentation requirements are met. Failure to maintain timely delivery will negatively impact contract performance and impede facility operations.

2. Non-hazardous, solid waste from general administrative offices, employee break areas, and bathrooms. This includes but is not limited to paper, plastic, and food containers and refuse. No special handling is required for this waste stream.

3. Compressed cardboard. Charleston CMOP produces an average of 18-20 bales per week of compressed cardboard, ranging from 700-1100 pounds. The average weight of baled cardboard is between 800-900 pounds, an estimated 520 baled tons per year. Bales are stored outside the building behind a secured fence. No more than 25 bales typically will be present at the facility. The Contractor shall participate in marketing recyclable cardboard to recycling centers, and remit proceeds to the Charleston CMOP less Contractor’s charges and environmental cost recovery. Special requirements for coordinating pickup are outlined in Part II, paragraph B.5 of this statement of work. Stringent adherence to the administrative requirements of Part III, paragraph C are needed to allow for validation and audit of recyclable reimbursements.

B. Successful contractor performance will be based on the following standards:

1. Cleanliness:When the dumpster is picked up, area around the dumpster shall be inspected to ensure no (zero tolerance) pharmaceutical bottles are left behind and that general trash does not accumulate against the building or around the dumpster.

2. Timeliness:

i. 10-cubic yard container – Pick up on the scheduled day – 90%

ii. 34-cubic yard compactor – Pick up on the scheduled day and delivered to the Geocycle facility within 1 hour of the designated time – 90%

iii. 20-cubic yard container – Pick up on the scheduled day and time 100% unless mutually agreed upon due to the need to unlock the dumpster area

3. Cardboard Recycling: Admin Requirements/Timeliness:

i. Cardboard can only be picked up during normal operating hours of the Receiving Department, Monday-Friday, 6:00 AM-2:30 PM

ii. Prior to loading cardboard on the truck, CMOP staff will verify bale count with the driver and record the number of bales on the weight ticket. CMOP Staff will provide the driver with the cumulative weight of the bales to log on the ticket as well.

4. Mechanical: Compacting dumpster shall be fully operational. Compactor mechanical failures shall be evaluated within one business day of the report of failure, and repairs completed within 2 business days. If repairs cannot be made, acceptable alternatives to the Government must be in place within 2 business days at no additional cost.

PART II – EQUIPMENT, SUPPLIES, AND SERVICES TO BE FURNISHED BY THE CONTRACTOR

A. Containers.

1. Charleston CMOP currently uses an external, 34 cubic-yard compactor with a 4 to 1 compression ratio to handle paper, plastic, and general production-related trash. This waste is hauled weekly to a fuel processing site in Dorchester County, which is approximately 35-miles from the CMOP. Contractor shall supply a container(s) capable of handling the waste generated at the facility and haul waste to the designated processing facility. The container must be accessible by a secure, pass-through door from inside the facility. The container shall be secured at all times and contractor shall ensure that no trash is lost enroute during the hauling process. All waste is to be protected from loss following pickup until it has been documented as received by the designated processing facility, Geocycle, located at 2425 Highway 78, Dorchester, SC 29437. The Government reserves the right at its discretion to have a representative accompany runs to ensure no breach in sensitive information.

2. Charleston CMOP currently uses an external, 10 cubic-yard closed top container to handle paper, food, and general office trash with a weekly pickup. Contractor shall supply a container(s) capable of handling the waste generated at the facility and transport waste to the Charleston County Landfill or the landfill that best fulfills their abilities to achieve the contract objectives. The container should prevent unauthorized access from the general public as well as minimize the ability for pests, rodents, birds, etc. to gain entry to the container. If a key is used to control access, then the CMOP must either be allowed to provide the lock(s) for the container and a key for the driver or the contractor must provide CMOP with access by multiple staff. The minimum acceptable number of keys is four (4).

3. Charleston CMOP currently uses an external, 20 cubic-yard open container to handle industrial production-related trash to include, but not limited to broken pallets, used furniture, small appliances, and metal debris to be picked up every two weeks. Contractor shall supply a container(s) capable of handling the waste generated at the facility and haul this waste to the Charleston County Landfill or the landfill that best fulfills their abilities to achieve the contract objectives.

4. All containers provided by the contractor shall be cleaned and sanitized prior to placement into service. In the event a dirty or foul-smelling container is delivered or returned, the contractor shall exchange and or clean and sanitize the container at no cost to the Government within 24 hours of telephone notification.

5. If a compacting container is provided, a control switch shall be provided by the Contractor inside the facility to operate the compactor. The contractor shall provide training on the proper operation of the compactor for the operators.

6. The Contractor shall provide any necessary maintenance, parts, and labor to repair the compactor, secure pass-through doors, and any contractor-provided equipment. Contractor shall provide needed repairs to minimize downtime, and at no time should the compactor be non-operational for longer than 72 hours.

B. Hauling Services

1. Contractor shall provide an appropriate number of visits to empty/pickup containers to handle the trash volume. The number of visits shall balance the volume of material and the coordination of deliveries to the processing facilities with the most critical container being the PII and VA Sensitive Material. Containers must not be inaccessible for longer than 4 hours due to transport and unloading. Alternative collection options must be made if the container is offsite longer than 4 hours. Any loose trash in the vicinity of the container must be cleaned-up and secured prior to the container leaving the site. In the situation where trash is found in the vicinity of the PII container, that material must be secured either inside the facility or inside the container prior to transport. CMOP should be notified if there is any significant amount of trash outside the container or if any of the trash has PII or VA Sensitive Information.

2. For the container with PII and VA Sensitive Information, timely pickup is required and coordination with the processing facility is paramount. CMOP will act as the liaison to coordinate changes to normally established schedules. Should there be a change in the processing facility, CMOP will coordinate and give Contractor sufficient notification of changes.

3. Contractor shall notify CMOP immediately of any situation that will cause a change to the schedule so that proper notifications are made and alternatives can be arranged. Vehicle breakdowns, accidents, or breaches of a container with PII or VA Sensitive Material inside shall be reported immediately to CMOP. The CMOP will provide assistance or instructions pertaining to the proper handling of the material.

4. Any open top containers must be transported according to federal, state, and local statutes, regulations with special attention to preventing littering or damage to other vehicles on the road from loose/falling debris.

5. Cardboard bales shall be picked up between the hours of 8:30 am and 2:30 pm. Drivers shall check-in with CMOP Staff prior to loading any bales. The number of bales and CMOP weights shall be documented on an invoice, verified by CMOP Staff, and a copy provided to CMOP for reconciliation. At no time shall the driver to load the bales before a CMOP representative is present to verify the information. This is a key performance factor in this contract.

PART III – ADMINISTRATION

A. Contractor shall maintain licenses and or permits required by Federal, state, county and city laws, rules and regulations governing removal of waste materials.

B. Contractor shall verify that a delivery manifest is provided to the processing facility and that the weight or volume of the solid waste is logged on the manifest. CMOP will coordinate with the processing facility the format of the manifest for the container with PII and VA Sensitive Information and provide to Contractor. Copies of all manifests or appropriate information must be provided on Contractor invoices to allow CMOP to verify Landfill Usage Fees, Material Destruction Certificates, or other charges paid by CMOP regarding solid waste disposal.

C. Contractor shall assume full responsibility for compliance with all current Federal, State, City, and County laws, VA directives, and Institute of Scrap Recycling Industries (ISRI) guides governing the collection, removal, and recycling of bundled corrugated cardboard. Contractor shall load cardboard in accordance with the most current ISRI/AF&PA shipping guidance.

1. Title to Recyclables provided by the CMOP to Contractor is transferred to Contractor upon Contractor’s receipt or collection unless otherwise provided in this Agreement or applicable law. Contractor will deliver recycled material collected from the CMOP to a suitable recycling center in such a manner as not to cause conditions detrimental to public health or to constitute a public nuisance. Contractor will assume full responsibility for clean up in the event any solid waste from the CMOP is released into the environment, accidentally or otherwise, on or off CMOP property.

2. For validation of reimbursement for recycled cardboard, Contractor shall provide a weight ticket with each pickup, as stated in Part II above, that as a minimum contains date, driver’s name and signature, CMOP representative name and signature, number of bales, CMOP weight, weight at recycle facility, reimbursement rate, and total reimbursement. Revenue from recycling cardboard bales shall be issued by check or money order to the Financial Manager at the Charleston CMOP. All correspondence, including copies of checks, shall be copied/submitted to the COR (Determined upon Award).

3. Discrepancies on invoices/weight tickets shall be evaluated and addressed by CMOP with Contractor to determine source of discrepancy and any corrective action.

D. Payment Requirements. Upon notification of award, the Contractor must be vendorized in VA fiscal systems. The Contractor must:

1. Submit a VA Form 10091 to the VA Finance Service Center (FSC), if one is not already on file.

2. The Contractor must also submit a TIN and DUNS number to the Contract Officer for vendorization in the local VA fiscal system, VistA, so a purchase order may be created.

3. Register and create an account in the online VA payment system, Tungsten/OB10. Go to http://www.va.gov/oaa/invoicing/faqs.asp for more information.

E. Invoice Submissions. Invoices are to be submitted electronically to the VA Finance Service Center (FSC) the Tungsten/OB10 web portal. Invoices submitted directly to the FSC or the facility will not be accepted, and will delay payment. Invoices submitted without a due date or purchase order (PO) number will be rejected.

Tungsten/OB10 receives invoice data through the Internet and verifies certain data fields on behalf of the VA key to AP routing and approval, and sends a confirmation report to the Contractor’s point of contact. Tungsten/OB10 will then create an invoice PDF for delivery into the VA accounts payable system. The certifying official at the station will certify the invoice for payment.

B.4 PRICE/COST SCHEDULE

Quantities are estimated amounts only. This is a firm fixed price contract.

Base Year: 1 April 2019-31 March 2020

TOTAL

Option Year 1: 1 April 2020-31 March 2021

TOTAL

Option Year 2: 1 April 2021-31 March 2022

TOTAL

Option Year 3: 1 April 2022-31 March 2023

TOTAL

Option Year 4: 1 April 2023-31 March 2024

TOTAL

FAR 52.212-8 Extension: 1 April 2024-30 September 2024

TOTAL

GRAND TOTAL

Statement of Work Template Guide

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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 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the effective date of the contract through the end of the effective period.

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

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

(End of Clause)

C.5 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $1500.00;

(2) Any order for a combination of items in excess of $2000.00; or

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

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.6 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 30 June 2024.

(End of Clause)

C.7 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 10 days.

(End of Clause)

C.8 52.217-9 OPTION TO EXTEND THE TERM OF THE…