S02-36C24723Q1005-Dumpster Waste Removal Services.pdf

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. 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. 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

534-24-1-5036-0004

36C24723Q1005 08-14-2023

Natasha Mixon Natasha.Mixon@va.gov 08-31-2023

10:00am EDT

Department of Veterans Affairs

VISN 7 Network Contracting Office

LaVista Business Park - Bldg A

2008 Weems Road

Tucker GA 30084

X 100

X

Y

562111

$47 Million

N/A

X

See Delivery Address

VISN 7 Network Contracting Office

LaVista Business Park - Bldg A

FMS-VA-2(101)

Financial Services Center

PO Box 149971

Austin TX 78714-9971

See CONTINUATION Page

Service: Dumpster Waste Removal Services

Contractor should complete the SF1449 with their information and Fill in the Price/Cost Schedule and return with attached quote.

Direct all questions to Natasha.Mixon@va.gov no later than 8/24/23

No responses will be accepted after the response deadline

There will be no exceptions

See CONTINUATION Page

X X

NATASHA MIXON

CONTRACT OFFICER

36C24723Q1005

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

B.4 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (DEC 2022)

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

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ...21

C.4 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.5 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (JUN 2023)

SECTION D – QASP-QUALITY ASSURANCE SURVEILANCE PLAN

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (MAR 2023)

E.2 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

E.3 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.4 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

E.5 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

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 36C247

VISN 7 Network Contracting Office

LaVista Business Park - Bldg A

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly

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:

AMENDMENT NO DATE

B.2 STATEMENT OF WORK

WASTE MANAGEMENT AND COLLECTION SERVICES

DESCRIPTION OF SERVICES

The Contractor will provide all labor, supervision, tools, equipment, vehicles, facilities, and other items as required to provide the Ralph H. Johnson VA Medical Center (RHJVAMC) with waste management and collection services. This will include collection and transport of waste, waste segregation and manifest reporting, and disposal or recycling of waste. The Contractor must own, operate, and/or lease facilities necessary to perform services described. For the purpose of this statement of work (SOW), waste will refer only to non-hazardous waste.

PERIOD OF PERFORMANCE

This contract will be awarded as an Indefinite Delivery Indefinite Quantity (IDIQ) contract with a Base Year plus four (4) option years. The base contract period is one (1) year from date of contract award, with four (4) one year optional periods that may be exercised at the discretion of RHJVAMC Environmental Management Service (EMS).

PLACE OF PERFORMANCE

Ralph H. Johnson VAMC 109 Bee Street Charleston, SC 29401

SCOPE

1. WASTE

RHJVAMC anticipates five-hundred (500) tons of waste, annually. This is an estimated quantity for information only, and the exact quantity may increase or decrease in accordance with RHJVAMC waste accumulation. The Contractor is obligated to remove any additional accumulations.

2. WASTE COLLECTION

a. Container.

The Contractor will provide and maintain a Government-approved, fire retardant, thirty (30) cubic yard container with a drain plug and ‘CONSTRUCTION DEBRIS ONLY’ label. A container must be available on RHJVAMC property at all times for the duration of the contract. The container will be located at the Loading Bay of the hospital.

Exchange of the container for replacement or sanitization will be scheduled with the COR. If emergency exchange is requested by the COR, Contractor will be given twenty-four (24) hours’ notice.

b. Vehicles.

All vehicles used in the performance of this contract will not be more than five (5) years old at the start of performance. The Contractor will submit documentation to the COR, no later than ten (10) business days prior to start of performance to demonstrate vehicle compliance.

c. Scheduling.

The Contractor will collect the container and deliver a new container four (4) business days per week, excluding Federal Holidays, between 7:00am and 4:00pm. In addition to scheduled waste collection, the Contractor will provide unscheduled collection at the request of the COR, within twenty-four (24) hours of notification.

Contractor shall provide a waste collection schedule with established vehicle routes as a component of their technical proposal for approval by the COR, no later than ten (10) business days prior to start of performance. The schedule will establish vehicle routes entering and exiting RHJVAMC and the days and times of waste collection. No changes may be made to the approved schedule without approval from the COR.

The Contractor will notify the COR of any conditions that may interrupt the established schedule of performance and will coordinate with the COR. The Contractor shall provide a contingency plan for pick-up in the event of a natural disaster (hurricanes, tropical storms, etc.).

The Government reserves the right to order all Contractor personnel off site with no prior notice in the event of an emergent situation. Emergency situations will be defined by the

COR.

d. Collection.

After a container is collected by the contractor, a new, empty container will be placed in the same location in an upright position. The Contractor will be responsible for keeping the collection area (10ft. around the container) clean and free of any debris or spills that result from changing containers. The Contractor will immediately address any spills and/or debris on RHJVAMC property that occur as a result of waste collection.

Once Contractor accepts delivery and takes possession and control of waste, risk of loss and all other incidents of ownership will pass to the Contractor.

3. RECEIVING, PROCESSING, RECYCLING, AND DISPOSAL

a. Receiving and Processing.

The Contractor will maintain a receiving and/or processing facility for the duration of this contract.

The Contractor will weigh each container as it enters the facility. The Contractor will provide a certificate weighing system to ensure accurate records for poundage of waste disposed.

All containers used in waste collection will be weighed on state certified vehicle scales at the landfill or at the Contractor’s facility. Incoming and outgoing container weights will be documented by the operator at the weigh station and submitted to the COR monthly.

Weight ticket will include date of collection, description of container, and weight.

All collected waste will be sorted into the following waste streams:

(1) Waste to be disposed via landfill; and

(2) Waste to be diverted from landfill for recycling.

Once sorted, each waste stream will be weighed individually, and tonnage will be recorded.

Waste stream information will be provided monthly to the COR, and will include, at minimum, the following:

(1) Waste stream destination;

(2) Name of waste material; and

(3) Weight generated for each waste stream.

The Contractor will not commingle waste collected from any other source with that of RHJVAMC prior to sorting, weighing, and documenting RHJVAMC waste.

b. Recycling.

The Contractor will utilize all reasonable means to divert waste from landfills and salvage and recycle all appropriate waste. At a minimum, the following waste categories will be diverted from landfills:

(1) Clean dimensional wood and palette wood;

(2) Green waste (biodegradable landscaping materials);

(3) Engineered wood products (plywood, particle board, I-joists, etc.);

(4) Metal products (steel, wire, copper, etc.);

(5) Insulation;

(6) Paint;

(7) Gypsum board;

(8) Plastics (e.g., ABS, PVC);

(9) Fluorescent lamps;

(10) Bitumen roofing materials;

(11) Carpet and/or pad;

(12) Cardboard, paper, and packaging; and

(13) Inerts (concrete, masonry, and asphalt).

The Contractor will ensure all recyclable waste is delivered to appropriate recyclables processing facility. The Contractor will document the total tonnage of waste that is diverted for recycling to be included in their manifest. Manifests from the facility accepting the recyclable waste will be required for all diverted waste.

c. Disposal.

The Contractor will be required to dispose of waste in a manner that does not cause detrimental conditions to public health. The Contractor will assume full responsibility for compliance with all Federal, state, city, and county laws, rules, and regulations governing landfill disposal of waste materials. The Contractor will document the total tonnage of waste that is sent to a landfill.

d. Manifest.

The Contractor must provide monthly waste manifest(s) to the COR. At minimum, the waste manifest must include dates, facilities, recorded weights for each waste stream, and amount diverted from landfill. Recycling manifest(s) must also be provided for all waste diverted for recycling and must include dates, facilities, recorded weights, and must be signed by the receiving recycling facility. Both manifests (waste and recycling) must be provided in order to satisfy this requirement. Provided in Table 1, Waste Manifest Log, is an example of what should be submitted monthly to the COR. The Contractor may utilize this template.

4. TRAINING REQUIREMENTS

The Contractor shall ensure that all employees are qualified to operate equipment and will provide documentation of qualifications and/or training to the COR no later than ten (10) business days prior to start of performance.

5. RESPONSE TIMES AND TELEPHONE SUPPORT

The Contractor will adhere to the response times indicated in this SOW.

For non-emergency services, the Contractor will provide a verbal response within two (2) hours of notification from the COR and will provide on-site service and/or repair within twenty-four (24) hours. For emergency services, the Contractor will provide a verbal response within one (1) hour of notification from the COR and will provide on-site response within four (4) hours. The classification of non-emergency and emergency will be made at the discretion of the COR.

The Contractor will be available for consultation by telephone twenty-four (24) hours a day, seven (7) days a week.

6. QUALITY CONTROL PROGRAM

The Contractor will have a Quality Control Program to ensure that the requirements of this contract are provided as specified. A copy of the Contractor’s detailed, written program will be provided for review by the COR 15 days after contract award effective date. Subsequent changes to the approved program must be reviewed and agreed upon by the COR and Contracting Officer. The program will include, but not be limited to, the following:

(1) A method for identifying deficiencies in the quality of services performed before the level of performance becomes unacceptable.

(2) A file of all quality control inspections, inspection results, and any corrective action required will be maintained by the Contractor for the duration of the contract. This file will be available to the COR upon request.

(3) Performance Evaluation Meetings where the Contractor will meet with the COR at least once every quarter (at least 4 times per year).

7. QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

This QASP has been developed to aid the COR in providing surveillance of all aspects of the waste management and collection services. This plan sets forth the procedures and guidelines RHJVAMC will use to ensure required performance standards are achieved by the Contractor. This plan provides for monitoring all contract requirements through sampling guides, customer complaint surveillance guides, and surveillance activity checklists.

a. Methods.

The primary method of surveillance will be done through monthly checklist. Tasks not surveyed by checklist will be evaluated through observation and/or customer complaint.

This plan contains the monthly checklist that will be used to record information and customer complaint guide. Checklists are provided for recording observations in this surveillance plan.

b. How to Use the Surveillance Plan.

The maximum allowable degree of deviation from perfect performance for each requirement allowed by the Government before contract performance is considered unsatisfactory, known as the AQL, represents the level of service and quality required to maintain satisfactory standing. The observations and discrepancies documented at the end of each month will be compared to the AQL(s) in the Performance Requirements Summary. Any errors detected during surveillance, even if not sufficient to render the service unsatisfactory, will require corrective action by the Contractor. Errors detected by the COR or designated representative in the course of surveillance will be communicated to the Contractor within 1 business day. Specifics concerning any error will be recorded on the checklist. The Contractor will initial this record, and provide it to the COR.

c. Performance Requirements Summary.

The Contractor is required to perform all work specified in this SOW. If the Contractor fails to perform a specific element of the work, payments for the task in question will be subject to reductions as specified. Any amount deducted for deviation from the required performance will be reflected in an amount commensurate with the task.

The Performance Requirements Summary lists the contract requirements considered most critical to acceptable contract performance. The chart below defines the maximum allowable degree of deviation from perfect performance for each requirement that will be allowed by the Government before contract performance is considered unsatisfactory (AQL), the percentages of the major elements of the contract price that each listed contract requirement represents, and the procedure the Government will use to reduce the Contractor’s monthly payment if satisfactory performance is not rendered. If reduced, Contractor cannot ‘earn back’ the lest pay amount.

If the ‘Not to Exceed’ (NTE) limit is reached for any performance standard, the Contractor will incur an additional fee of 10% of the monthly bill. If performance in any of the specified categories’ is not fully corrected in the following month, RHJVAMC reserves the right to cancel the contract on the basis of non-performance.

If performance of these required services is determined unsatisfactory for the period of surveillance, and poor performance is the fault of the Contractor, an amount of money up to the percentage cost of the service, as stated in the fifth column of the Performance Requirements Summary, will be withheld. Monthly payments to the Contractor will be reduced for unsatisfactory performance using the following method:

Example Per Discrepancy:

IF: Waste collection is not completed on schedule, for a 3rd time. (Contractor is allowed 2 discrepancies per year.)

Deduction percentage is 2% for each discrepancy over 2, not to exceed 6%.

Contractor’s Invoice is $2,000.00

Deduct Percentage ___________2%

Total Invoice Deduction $40.00

8. GENERAL REQUIREMENTS

a. Changes to the Statement of Work.

Any changes to the SOW will be authorized and approved only through written correspondence from the Contracting Officer. A copy of each change will be maintained in a project folder, along with all other documents related to the project. Costs incurred by the Contractor through any action of parties, other than the Contracting Officer, will be the responsibility of the Contractor.

b. Reporting Requirements.

The Contractor will maintain all necessary licenses and/or permits required to fulfill the contract. The Contractor will provide the Contracting Officer with a copy of any licenses, permits, and/or documentation required.

c. Travel.

The Contractor is responsible for any and all travel and/or per diem. All pick-up and drop-off will be conducted at the facility:

Ralph H. Johnson VAMC 109 Bee Street Charleston, SC 29401

All disposal and recycling will be conducted at the Contractor’s designated facilities.

d. Government Responsibilities.

RHJVAMC will grant the Contractor permission to perform site visits at RHJVAMC – 109 Bee Street, Charleston, SC only.

RHJVAMC will grant the Contractor facility access deemed necessary to provide the services required under this contract, Monday through Friday from 7:00am to 4:00pm, excluding Federal Holidays.

RHJVAMC will provide space for the Contractor to supply the approved container on the property.

e. Contractor Experience Requirements.

The Contractor will be an authorized provider of the services specified. The Contractor will provide written verification of the competency of their personnel and a list of credentials of approved personnel for placement at RHJVAMC. This information will be required when quotes are submitted and may be used during evaluations in determining contract award.

The Contractor will have experience in waste management and customer service.

The Contractor will follow standard operating procedures for all aspects described in this

SOW.

f. Contracting Officer’s Representative.

The RHJVAMC representative of the Contracting Office will be designated to represent the Contracting Officer in furnishing technical guidance and advice regarding the work to be performed under this contract. Delegation of Authority letter(s) will be forwarded to the Contractor after an agreement has been signed, identifying the individual(s) as the COR(s).

All authorized representatives of RHJVAMC to order services and/or accept and reject services performed will be delegated as COR(s). This designation will be furnished in writing to the Contractor prior to commencement of the contract. No service may be provided without the approval of the COR(s).

g. Contractor Personnel Security Requirements.

It is agreed that:

All personnel will provide any and all required and/or requested documentation to gain access at RHJVAMC.

All personnel will need to register and login at the Blue kiosk, located in the 2nd floor elevator lobby, prior to conducting work on the premises.

The Contractor will receive any necessary access badges for the facility and/or be escorted during site visits by a RHJVAMC employee.

No photography on RHJVAMC premises is allowed.

h. Confidentiality and Non-Disclosure.

It is agreed that:

The preliminary and final deliverables, and all associated working papers, application source code, and other materials deemed relevant by RHJVAMC which have been generated by the Contractor in the performance of this task order, are the exclusive property of the US Government and will be submitted to the Contracting Officer within 30 days. At the conclusion of the task order, all submittals will be audited by RHJVAMC in conjunction with the Contractor.

The Contracting Officer will be the sole authorized official to release, verbally or in writing, any data, draft deliverables, or final deliverables pertaining to this task order. No information will be released by the Contractor.

Press releases, marketing material, or any other printed or electronic documentation related to this project will not be publicized without the written approval of the Contracting Officer.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

52.00 WK __________________ __________________

Weekly Rental of 1ea 30-yard roll-off dumpster Contract Period: Base POP Begin: 10-01-2023 POP End: 09-30-2024

Container haul/waste 3 hauls a week.

Contract Period: Base

400.00 TN __________________ __________________

Landfill Disposal per ton Contract Period: Base

Recycling Disposal per ton Contract Period: Base

Waste stream segregation (2 Employees x 4 Hours x $17 per hour) Contract Period: Base

Weekly Rental of 1ea 30 yard roll-off dumpster Contract Period: Option 1 POP Begin: 10-01-2024 POP End: 09-30-2025

Contract Period: Option 1

Contract Period: Option 1

Contract Period: Option 1

Waste stream segregation (2 Employees x 4 Hours x $17 per hour) Contract Period: Option 1

Contract Period: Option 2 POP Begin: 10-01-2025 POP End: 09-30-2026

Contract Period: Option 2

Contract Period: Option 2

Contract Period: Option 2

Contract Period: Option 2

Contract Period: Option 3 POP Begin: 10-01-2026 POP End: 09-30-2027

Contract Period: Option 3

Contract Period: Option 3

Contract Period: Option 3

Contract Period: Option 3

Contract Period: Option 4 POP Begin: 10-01-2027 POP End: 09-30-2028

Contract Period: Option 4

Contract Period: Option 4

Contract Period: Option 4

Contract Period: Option 4

GRAND TOTAL __________________

B.4 DELIVERY SCHEDULE

ITEM NUMBER QUANTITY

DELIVERY

DATE

ALL SHIP TO: Ralph H Johnson VAMC 109 Bee Street North Charleston, SC 29401

USA

ALL 10/1/2023-

09/30/2028

MARK

FOR:

Patricia Gallagher 843-577-5011 Patricia.Gallagher@va.gov

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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. 4701 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 52.217-8 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.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR

2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 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.4 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT

REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a

Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National

Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting

Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office.

Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.5 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT

2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer

(ACO) for the purpose of performing certain tasks/duties in the administration of the contract.

Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.6 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):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

FAR

Number

Title Date

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL

JAN 2011

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE DEC 2022

852.203-70 COMMERCIAL ADVERTISING MAY 2018

852.204-70 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL

MAY 2020

852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-

OWNED SMALL BUSINESS EVALUATION FACTORS

(DEVIATION)

JAN 2023

852.215-71 EVALUATION FACTOR COMMITMENTS OCT 2019

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (JUN 2023)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or

Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further

Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or

Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L.

115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR

2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting

Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with

Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C.

3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment

Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the

American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards

(JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved]

[] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts

(OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[X] (9) 52.209–6, Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

[] (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters

(OCT 2018) (41 U.S.C. 2313).

[] (11) [Reserved]

[] (12) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15

U.S.C. 657a).

[] (13) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (14) [Reserved]

[X] (15)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (16)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[] (17) 52.219-8, Utilization of Small Business Concerns (OCT 2022) (15 U.S.C. 637(d)(2) and (3)).

[] (18)(i) 52.219–9, Small Business Subcontracting Plan (OCT 2022) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JUN 2020) of 52.219–9.

[] (v) Alternate IV (SEP 2021) of 52.219–9.

[] (19)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

[] (ii) Alternate I (MAR 2020) of 52.219-13.

[] (20) 52.219–14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

[] (21) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C.

637(d)(4)(F)(i)).

[] (22) 52.219–27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside

(OCT 2022) (15 U.S.C. 657f).

[X] (23) (i) 52.219–28, Post-Award Small Business…