S02_36C25723Q1170.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

36C25723Q1170

Brian Edwards brian.edwards3@va.gov 09-12-2023

1000 CDT

Department of Veterans Affairs

Central Texas Veterans HCS

1901 Veterans Memorial Dr. Building #171

Temple TX 76504

X

562111

$47 Million

N/A

X

1901 Veterans Memorial Dr Building 171

1901 Veterans Memorial Dr. Building 171

This is accomplished through the

Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp

This is mandatory and the sole method for submitting invoices.

(877) 353-9791 (512) 460-5540

See CONTINUATION Page

See CONTINUATION Page x X x x 1

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

Olin E. Teague VAMC

Doris Miller VAMC

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

B.3 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)

C.4 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL

CONTRACTORS (OCT 2021) (DEVIATION)

C.5 SUPPLEMENTAL INSURANCE REQUIREMENTS

C.6 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

C.7 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

C.8 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

C.9 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.10 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAR 2023)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

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

SERVICES (MAR 2023)

E.2 52.212-1 ADENEDUM INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES

E.3 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

E.4 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

E.5 52.216-1 TYPE OF CONTRACT (APR 1984)

E.6 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.7 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018)

E.8 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

E.9 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

E.10 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 36C257

Department of Veterans Affairs Central Texas Veterans HCS 1901 Veterans Memorial Dr. Building #171

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

[X] 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

I. GENERAL INFORMATION

A. Background:

1. Environmental Management Service is a department within CTXVHS.

2. In accordance with the Department of Veteran Affairs Directive 1850.06 Waste Management

Program, Environmental Management Service is responsible for the identification, collection, handling, containment, transport, storage, reduction, treatment, and disposal of all health care facility generated wastes for the Landfill. We are requesting a Base Year contract plus 4 years, the current contract #36C25719C0013 is due to expire on 11/30/2023 and we need the new contract to start on 12/1/2023.

3. The above constitutes the organization of the Waste Management Program for the

Environmental Management Service.

B. Scope of Work:

1. The Environmental Management Service (EMS) is requesting a Base plus 4 year waste management contract. The contractor shall provide all personnel, equipment, tools, materials, vehicles, transportation, supervision, and other items and services necessary to perform solid waste removal and disposal for the following facilities of

Central Texas Veterans Healthcare System (CTVHS):

Olin E. Teague VAMC

1901 Veterans Memorial Drive

Temple, TX 76504

(Bell County)

Doris Miller VAMC

4800 Memorial Drive

Waco, TX 76711

(McLennan County)

2. The contractor will perform these duties IAW with all terms, conditions, provisions, schedules, as well as all existing Environmental Protection Agency (EPA), Occupational Safety and Health Administration (OSHA), Joint Commission on

Accreditation of Healthcare Organizations (JCAHO), Department of Transportation

(DOT), State of Texas, Texas Commission on Environmental Quality (TCEQ), Local, state, and Federal Regulation requirements.

3. Containers and Servicing Days:

Temple Location:

BUILDING NO.

ESTIMATED

CONTAINER

SIZE

# OF

CONTAINERS

SERVICING &

DAYS OF WEEK

Tarrant Lake Park 8 Cubic Yard 1 2 – Tuesday & Friday

Warehouse 206 8 Cubic Yard 1 2 – Tuesday & Friday

44 8 Cubic Yard 1 2 – Tuesday & Friday

47 8 Cubic Yard 1 2 – Tuesday & Friday

53 8 Cubic Yard 1 2 – Tuesday & Friday

58 8 Cubic Yard 1 2 – Tuesday & Friday

158 8 Cubic Yard 1 2 – Tuesday & Friday

205 8 Cubic Yard 1 2 – Tuesday & Friday

Community Life

Center 221 8 Cubic Yard 3 2 – Tuesday & Friday

Stationary

Compactor 6

Cubic Yard

Container (Vert-

Pack)

1 2 – Tuesday & Friday

Adjacent to

Modular Bldg. 216 8 Cubic Yard 1 2 – Tuesday & Friday

64 8 Cubic Yard 1 2 – Tuesday & Friday

Incinerator 40 Cubic Yd Roll-

Off 1 Thursday

Between Bldg 60 and 61 40 Yd Roll-Off 1 Thursday

163 (Dock)

Stationary

Compactor 35

Cubic Yard container

1 Each Thursday

202 (Dock)

Stationary

Compactor 35

Cubic Yard

Container

1 Each Thursday

204 (Dock)

Stationary

Compactor 35

Cubic Yard

Container

1 Each Thursday

TOTAL = 19

6 cu yard (1) 8 cu yard (13) 35 cu yard (3) 40 cu yard (2)

Waco Location:

BUILDING NO.

ESTIMATED

CONTAINER

SIZE

# OF

CONTAINERS

SERVICING & DAYS

OF WEEK

1 8 Cubic Yard 1 2 – Monday & Thursday

4 8 Cubic Yard 2 2 – Monday & Thursday

7 8 Cubic Yard 1 2 – Monday & Thursday

8 8 Cubic Yard 1 2 – Monday & Thursday

10 8 Cubic Yard 2 2 – Monday & Thursday

15 8 Cubic Yard 1 2 – Monday & Thursday

90 8 Cubic Yard 1 2 – Monday & Thursday

91 8 Cubic Yard 1 2 – Monday & Thursday

92 8 Cubic Yard 1 2 – Monday & Thursday

94 8 Cubic Yard 1 2 – Monday & Thursday

99 8 Cubic Yard 2 2 – Monday & Thursday

Stationary

Compactor 6 Yard

Container

1 2 – Monday & Thursday

226 8 Cubic Yard 2 2 – Monday & Thursday

Golf Course T113-1 40 Yd Roll-Off 1 Thursday

Golf Course T113-2 40 Yd Roll-Off 1 Thursday

TOTAL = 19

6 yard (1) 8 yard (16) 40 yard (2)

II. GENERAL REQUIREMENTS

A. For every task, the contractor shall identify in writing all necessary subtasks (if any), associated costs by task, and together with associated sub-milestone dates. The contractor's subtask structure shall be reflected in the technical proposal.

B. All written deliverables will be phrased in layperson language. Statistical and other technical terminology will not be used without providing a glossary of terms.

C. Where a written milestone deliverable is required in draft form, the VA will complete their review of the draft deliverable within 30 calendar days from date of receipt. The contractor shall have 30 calendar days to deliver the final deliverable from date of receipt of the government’s comments.

D. The contractor shall provide all labor and equipment and shall be responsible for disposing of all non-regulated waste. Contractor will clean up any residual material before leaving the site.

E. Contractor is responsible for maintaining Worker’s Compensation and Employer’s

Liability, General Liability, and Automobile Liability. These liability insurances must be in compliance with (FAR) 28-307-1 and FAR Clause 52.228-5 and maintained for the duration of the contract and for following all pertinent federal and state regulations with regard to collection and destruction of classified medical documentation. Contractor shall be responsible to secure all necessary permits, bonds, and insurance that may be required by the State of Texas, cities, or countries as included herein. Contractor will provide documentation upon request.

F. While on VA Medical Center premises, contractor employees must wear a company uniform and a visible identification badge which contains a photograph of the employee.

All contractor vehicles and collection bins will be clearly identified with the company's name.

G. The COR will coordinate schedule for waste removal, from the Temple and Waco locations, times with the contractor. Once the schedule is established, all waste removal will occur on the same day/s of the week. If the regularly scheduled service day falls on a national holiday, the contractor can perform the service either the day prior to or the day after the holiday and will inform the medical center of the revised service day.

H. The Contractor will ensure trash services are accomplished during the hours of 8 am and

12 pm Monday-Friday.

I. The Contractor shall, in the performance of this contract, take all standard safety precaution necessary to protect the lives, health and welfare of patients and VA employees. All safety equipment on the contractor’s vehicle, equipment and dumpsters shall be in good working order. If dumpsters or compactors are damage or broken during the course of operations the contractor shall repair those issues within a 30 to 60 calendar days.

J. The contractor shall not make any unscheduled/additional pickups of dumpster, compactors, or roll offs unless specifically authorized by the Contracting Officer or COR.

Addition pick-ups requested by the COR shall be billed at an amount to be stated on the contract.

K. The contactor shall collect refuse material during periods of inclement weather. In cases of severe weather, the COR may authorize exceptions. When exceptions are granted, the

Contractor shall make up all missed collections within 24 hours after the severe weather has terminated, unless the COR authorizes additional time.

L. The Contractor shall establish Routes to the facilities through the route detailed by each

COR. Collections shall be made at the time scheduled. Collection outside these hours shall require prior approval of the COR.

III. SPECIFIC MANDATORY TASKS AND ASSOCIATED DELIVERABLES

A. Description of Tasks and Associated Deliverables: The contractor shall provide the specific deliverables described below within the performance period stated above.

1. Task One: The contractor will provide (2) 6-yard compactors (vert-pack), (29) 8-yard dumpsters, (3) 35-yard compactors and (3) 40-yard dumpsters in locations listed under “Place of Performance” in this SOW.

Deliverable One: Each 8-yard dumpster will have a hard plastic lid(s) that close separately. Dumpster shall be situated in the areas listed previously in this SOW. Any dumpster that does not close and or operate properly shall be removed from the facility and replaced the same day. The Contractor shall position the bulk container for customer ease in depositing refuse. This may require reposition of containers from time to time. The Contractor will position the containers to minimize interference with emergency vehicles, normal traffic flow, adjacent areas, sidewalks, overhead utilities, trees, and other potential obstructions. In the event the government owned contractor/s breakdown, the Contractor shall provide a replacement container at no additional cost until the Government Owned compactor is repaired. The size of the container shall be determined by the Contracting Officer or COR.

2. Task Two: The contractor shall be responsible for the sanitation of the contractor owned dumpster and shall rotate and/or clean and deodorize container no less than once per week.

Deliverable Two: If dumpster requires moving from the Temple or Waco campus, the contractor will replace the dumpster within 4 hours of removal or prior to 4pm of the same day of removal. The Contractor is responsible for immediate clean-up of any spills, debris, etc., which may occur during service of containers/compactors. All refused on the ground within 10 feet of the container will be picked up by the

Contractor during collection.

3. Task Three: The contractor will provide non-regulated waste removal at the Temple and Waco hospital locations.

Deliverable Three: Types of waste not included in the non-regulated waste pickup are regulated medical waste, radioactive waste, including bio-hazardous chemicals, sewage and other material which may be legally discharged to a sewer.

a. All vehicles used to collect refuse materials shall be weighted on state certified vehicle scales at the landfill. Incoming and outgoing vehicle weights shall be recorded on weigh tickets provided by the operator at the weigh station.

b. The Contractor shall ensure that licensed facilities are used for disposal of waste and the operation of waste under the terms of this contract and these facilities are operated in compliance with all federal, state, and local regulations which govern the disposal of waste and the operation of disposal facilities.

4. Task Four: The Contractor will provide a monthly report for each site of the volume of waste collected by commodity, category or waste stream, weight, and pick up dates.

Deliverable Four: A summary report shall be provided by the 15th of each month for the preceding month along with the landfill tickets and monthly invoice (in arrears).

An annual report shall be provided, on a calendar-year basis, reporting the annual weight (either in tons and/ or pounds) and the number of pick-ups per year. All reports will be submitted to the CO and the COR.

5. Task Five: Government to require special pick-ups or call-back service during business hours of 8am-4pm or other scheduled hours.

Deliverable Five: The Contractor shall not invoice for any unscheduled or additional pick-ups unless the additional pick-ups are specifically authorized by the CO or COR.

These additional pick-ups or call backs services will not include costs or events when the Contractor has failed to perform regular pick-ups in accordance with the contract terms as specified within. Normal hours of coverage are Monday through Friday 8am to 4pm, excluding federal holidays. All services will be performed during normal working hours of coverage unless authorized by the COR.

B. If for any reason the scheduled time for a deliverable cannot be met, the contractor is required to explain why (include the original deliverable due date) in writing to the CO, including a firm commitment of when the work shall be completed. This notice to the

CO shall cite the reasons for the delay, and the impact on the overall project. The CO will then review the facts and issue a response in accordance with applicable regulations.

C. Any changes to this SOW shall be authorized and approved only through written correspondence from the CO. A copy of each change will be kept in a project folder along with all other products of the project. Costs incurred by the contractor through the actions of parties other than the CO shall be borne by the contractor.

IV. CONTRACTOR EXPERIENCE REQUIREMENTS – KEY PERSONNEL

A. Skilled experienced professional and/or technical personnel are essential for successful contractor accomplishment of the work to be performed under this contract and subsequent task orders and option.

B. They are defined as key personnel and are those persons whose resumes were submitted.

The contractor agrees that the key personnel shall not be removed, diverted, or replaced from work without approval of the CO.

V. INVOICES AND PAYMENTS:

A. Payment to be made monthly, in arrears, following satisfactory performance by

Contractor’s personnel and upon receipt of a properly prepared invoice.

B. Contractor shall be required to invoice through the Tungsten System at http://www.tungsten-network.com/us/en/veterans-affairs/. Additional information regarding Tungsten shall be provided upon award.

C. The contract shall have current registration in the System for Award Management (SAM) for this solicitation; URL: www.sam.gov.

D. The invoice MUST be itemized to include the following information. Any information listed below, and not provided on an invoice, will render that invoice incomplete and the invoice will be returned for immediate correction.

• Time period being invoiced for.

• Description of services performed.

• Unit Cost billed.

• Extended amount due.

• Invoice number, date, and.

• Contract and obligation numbers.

VI. GOVERNMENT HOLIDAYS:

A. Contractor shall schedule pickup based on mutually agreeable time between the federal government and the contractor, within normal business hours, and not on weekends or holidays.

B. The following national holidays are observed:

New Year’s Day 1 January

Martin Luther King’s Birthday 3rd Monday in January

President’s Day 3rd Monday in February

Memorial Day Last Monday in May

Juneteenth 3rd Monday in June

Independence Day 4 July

Labor Day 1st Monday in September

Columbus Day 2nd Monday in October

Veterans Day 11 November

Thanksgiving Day 4th Thursday in November http://www.tungsten-network.com/us/en/veterans-affairs/ file://///v17.med.va.gov/v17/STX/users/VHASTXJACKSA/San%20Antonio%20VA/Fire%20Alarm%20and%20Sprinkler%20-%20Kerrville%20(674)/www.sam.gov

Christmas Day 25 December

C. When a holiday falls on a Sunday, the following Monday shall be observed as a legal holiday by U.S. Government agencies. When a holiday falls on a Saturday, the preceding Friday shall be observed as a legal holiday.

D. It is understood and agreed between the Government and the Contractor that observance of such days by Government personnel shall not otherwise be a reason for an additional period of performance, or entitlement of compensation. In the event the Contractor's personnel work during the holiday, they may be reimbursed by the Contractor, however, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, other than their normal compensation for the time worked.

VII. PROGRAM OFFICE POINTS OF CONTACT:

A. Contracting Officer’s Representative (COR):

B. Supervisory POC:

END OF STATEMENT OF WORK

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

GRAND TOTAL __________________

B.3 DELIVERY SCHEDULE

ITEM NUMBER QUANTITY DELIVERY DATE

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 calendar 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 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL

CONTRACTORS (OCT 2021) (DEVIATION)

(a) Definition. As used in this clause—

United States or its outlying areas means—

(1) The fifty States.

(2) The District of Columbia.

(3) The commonwealths of Puerto Rico and the Northern Mariana Islands.

(4) The territories of American Samoa, Guam, and the United States Virgin Islands; and

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman

Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID Safety

Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on

September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through

Frequently Asked Questions, as amended during the performance of this contract, for contractor or subcontractor workplace locations published by the Safer Federal Workforce Task Force (Task Force

Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in Federal

Acquisition Regulation 2.101 on the date of subcontract award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

https://www.saferfederalworkforce.gov/contractors/

C.5 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

(End of Clause)

C.6 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

(End of Clause)

C.7 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.8 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.

C.9 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/

FAR Number Title Date

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER

RIGHTS

JUN 2020

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER

CONTENT PAPER

MAY 2011

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE AUG 2020

52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION JAN 1997

852.203-70 COMMERCIAL ADVERTISING MAY 2018

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

852.219-70 VA SMALL BUSINESS SUBCONTRACTING PLAN MINIMUM

REQUIREMENTS (DEVIATION)

JAN 2023

852.237-74 NON-DISCRIMINATION IN SERVICE DELIVERY OCT 2019

(End of Addendum to 52.212-4)

C.10 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAR

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:

[X] (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]

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

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

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

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

[] (10) [Reserved]

[] (11) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

[X] (12) 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).

[] (13) [Reserved]

[] (14)(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.

[] (15)(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.

[X] (16) 52.219-8, Utilization of Small Business Concerns (OCT 2022) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(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.

[X] (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.

[] (18)(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.

[] (19) 52.219–14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

[X] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

[] (21) 52.219–27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT 2022) (15

U.S.C. 657f).

[X]…