36C24123Q0465_2.docx

36C24123Q0465

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

36C24123Q0465 Rosangela Pereira 401-752-6748 03-17-2023

12PM

EDT

36C241 Department of Veterans Affairs VAMC Providence 830 Chalkstone Avenue Providence

RI

02908 X 561710 $15.5 Million N/A X 36C241 Department of Veterans Affairs VAMC Providence 830 Chalkstone Avenue Providence

RI

02908 36C241 Department of Veterans Affairs VAMC Providence 830 Chalkstone Avenue Providence

RI

02908 http://www.fsc.va.gov/einvoice.asp

See CONTINUATION Page The vendor shall complete all work in accordance with the Statement of Work.

Wage Determination 2015-4083 Rev. 22, dated 12/27/22, applies to this procurement and is attached.

See CONTINUATION Page X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C241 Issa Shawki Department of Veterans Affairs VAMC Providence

830 Chalkstone Avenue Providence RI 02908

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

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

STATEMENT OF WORK

Integrated Pest Management Control Services Providence Healthcare System (HCS)

The Contractor shall furnish all labor, supervision, transportation, tools, materials and supplies necessary to perform pest control services in accordance with this Statement of Work (SOW). The contractor shall conform to all federal, state, and local regulations governing examining and licensing of pest control operators, performance of pest control, use of approved pest control chemicals and equipment, and proper disposal methods for all products/containers, which may be in effect for the area where the work under the contract will be performed.

Contractor to provide on-site pest control services for all Service Locations identified in section 6. Contractor shall respond to all routine calls within twenty-four (24) hours and emergency calls and situations within four (4) hours of notification by the Contracting Officer’s Representative (COR) to provide service. These services shall be performed by certified, trained and licensed pest control operators in any or all categories as required by the States of Rhode Island and/or Massachusetts. The period of performance will be one year (1) from date of Government signed award for twelve (12) consecutive months with four (4) option years, exercised at the discretion of the Government not to exceed twelve (12) consecutive months for each option year.

Contractor will submit an Integrated Pest Management (IPM) plan as part of the response to quote for the interior and exterior of the VA Medical Center in Providence, located at 830 Chalkstone Avenue, Providence RI 02908, the Harwood Facility located at 385 Niagara St, Providence, RI 02907 as well as the Community Based Outpatient Clinic (CBOC) located at 175 Elm Street, New Bedford, MA 02740, to ensure the health and general well-being of patients, staff, and visitors. All infestations will be addressed until complete elimination of pests. The IPM plan will include all aspects of the SOW.

Places of Performance: Please see Section 6 of the SOW for all Providence HCS locations.

Period of Performance: This contract will be for a base + 4 option years.

1. SERVICE/MAINTENANCE/INSPECTION

The Contractor shall perform service, maintenance, and inspection to ensure the following tasks are accomplished.

a. Inspections of areas to determine which pest management measures are appropriate and required.

b. Provide recommendation of environmental sanitation practices that restrict or eliminate food, water or harborage for pests and recommend engineering practices that limit entry of pests.

c. Selection and utilization of non-chemical control methods that will eliminate, exclude or repel pests (including, but not limited to insect electrocution devices, traps, caulking, air screens).

d. Selection and use of the most environmentally sound pesticide(s) to affect control when chemical control methods are necessary.

e. Collection and disposal of all pests.

f. Control (eliminate or prevent the flourishing or spread) of general arthropod pests (including, but not limited to cockroaches, ants, carpet beetles, spiders, carpenter ants, carpenter bees, centipedes, millipedes, etc.).

g. Control (eliminate or prevent the flourishing or spread) of rodents (including, but not limited to mice, rats, voles, etc.).

h. Control flying insect pests (including, but not limited to house flies, stable flies, blow flies

i. Control of predatory pests/disease vectors (including, but not limited to lice, bedbugs, fleas, mites, ticks, bees, wasps, mosquitoes, scorpions).

j. Control of stored product pests (including, but not limited to sawtooth grain beetles, red/confused flour beetles, trogoderma beetles, grain moths).

k. Control of mice and rats (including, but not limited to house mice, field mice, roof rats, Norway rats)

l. Control pest birds (including, but not limited to pigeons, sparrows, blackbirds, etc.).

m. Control other vertebrate pests (including, but not limited to dogs, cats, bats, squirrels, gophers, moles, skunks, snakes, rabbits, raccoons).

n. Control wood destroying organisms (including, but not limited to subterranean termites, dry wood termites, fungi, wood boring beetles).

o. Control (treat and eliminate) of bed bugs (cimex lectularias) in the environment.

p. Fumigation treatments may require separate scheduling as approved by the COR for the convenience of the facility.

2. SPECIAL PESTICIDE APPLICATION PROVISIONS:

The following provisions shall be adhered to by the Contractor in performing pesticide applications of the areas specified below:

a. Food Handling Areas: Treatment is limited to times when food is not being held, processed, prepared, or served; and while not occupied by facility employees. The Contractor (in the possession of pesticides or application equipment) shall at no time enter facility elevators which are occupied by food service equipment.

b. Patient Occupied Areas: The Contractor shall utilize low volatility, odor free pesticides that do not expose patients or staff above permissible exposure levels (PEL), in accordance with the established guidelines.

c. Critical Areas: The Contractor shall submit a list of pesticides for intended use in areas listed below for approval by the COR, prior to any application. When space treatment is required in these areas, the Ultra-Low Volume (ULV) method of pesticide application shall be utilized with approved equipment capable of delivering a particle size range of 0.5 to 15 microns. The planned use of pesticides in these areas requires recognition of the attendant hazards to occupants, supplies, equipment and surfaces. No substitution shall be made at any time without approval in advance from the COR. Critical Areas: Pharmacy, Research Facilities, Operating Room, Intensive Care Units, Respiratory Care Areas and Sterile Processing Service (SPS).

3. STORAGE OF PEST CONTROL MATERIALS:

No pest control materials or equipment shall be stored or kept at the Medical Center when the contractor is not working on site unless authorized in writing first by the COR.

4. DISPOSAL OF UNUSED PESTICIDES:

The Contractor shall not dispose of any excess pesticide containers or any other materials contaminated by pesticides at any location on the Medical Center premises.

5. CONTRACTOR PERSONNEL QUALIFICATIONS AND REQUIREMENTS:

NOTE: Certification shall mean a current Certificate of Competency in pest management in any and all categories as identified by the State of Rhode Island.

a. The Contractor shall provide a detailed list (at time of submission of quote) of all certified professional staff to be utilized in the performance of this contract, including copies of state certifications and categories of training.

b. Non-certified employees may assist the supervisor in performance of the work as long as they are in immediate contact with and visible to the supervisor. The supervisor will assume all responsibility for their work.

c. The Contractor shall comply with applicable federal, state and local regulations

d. All of the contractor’s personnel assigned to performance of this contract shall be clearly distinguishable from VA employees and must have visible on their

e. An access badge will be given to the contractor’s employee upon entrance into VA buildings. The contractor employee must safeguard the access badge and

f. The contractor shall be required to comply with all security policies/requirements of Providence VAMC. All security policies/requirements must be met and

g. It is the responsibility of the contractor’s personnel to park in the appropriate designated parking areas. Parking information shall be coordinated with each

6. SERVICE LOCATION:

· Providence VA Medical Center – Approximately 450,000 Square Feet. Providence VA Medical Center 830 Chalkstone Avenue, Providence, RI 02908.

· Building No. 1 - Main Hospital - To include monthly spray for roaches once

· a month within the canteen area of the basement and nutrition service

· located on the 4th floor.

· Sub-basements - Main Hospital (including Clinical Addition)

· Building No. 2

· Building No. 3

· Building No. 4

· Building No. 5

· Building No. 6

· Building No. 7

· Building No. 8

· Building No. 9

· Building No. 10

· Building No. 14

· Building No. 22/23

· Building No. 32

· Building No. 35

· Trailer No. 7/8

· Trailer No. 18

· Trailer No. 32

· Trailer No. 33

· Trailer No. 34

· Trailer No. 35

· Trailer No. 36

· Trailer No. 37

· Trailer No. 38

· Trailer No. 39

· Harwood Facility 2 Buildings Upper & Lower 385 Niagara St Providence, RI 02907

· New Bedford Community Based Outpatient Clinic 175 Elm Street New Bedford, MA 02740

7. SCHEDULE/HOURS OF OPERATION:

a. Pest management tasks shall be pre-scheduled and performed on scheduled days. The Contractor shall not work outside regular agreed upon working hours without prior approval of the COR.

b. Routine Services include a minimum of 1 service day per week at the Main Campus (830 Chalkstone Avenue, and 1 service day per week at the Harwood Center (385 Niagara St) and the New Bedford Outpatient Clinic (175 Elm Street). All documented pest issues in the Pest Log Book will be treated on these two treatment days, which include all buildings listed under Service Location.

c. Emergency Services will be requested by the COR during normal business hours.

d. In the event climate or weather conditions become unsuitable for work or may induce an environmental hazard, then the entire work shall be re-scheduled to a date and time satisfactory to the Contractor and the COR. Postponement will not reflect any penalties assessed to the Contractor, nor would there be any additional cost to the Government.

e. Normal business hours are 7:00 a.m. to 3:30 p.m., Monday through Friday, excluding federal holidays. A list of Federal holidays may be found at www.opm.gov.

f. Some contract tasks may require work to be performed after normal business hours. This would be with advanced notice from the COR and no additional charge to the government.

g. The Contractor shall allow VA personnel to interrupt the pest control application process at any time due to events that interfere with normal functioning of the facility and require immediate attention including utility services, fire protection systems, and transporting patients, personnel, equipment and carts. In the event of an emergency, contractor services may be stopped and rescheduled at no additional cost to the government.

8. SERVICE CALLS:

a. Routine: The Contractor shall, within 24 hours after receipt of notification by the COR, and at no additional charge to the Government, re-treat areas where contract specifications of contract specifications of performance have not been met.

b. b. Emergency: The Contractor shall respond within 4 hours after receipt of notification by the COR, at no additional charge to the Government to provide integrated pest management services to correct emergency deficiencies.

9. COMPLIANCE/REGULATIONS/SAFETY:

a. Contractor must obey all Environmental Protection Agency (EPA) regulations.

Every pesticide bought, sold, or used in the United States must, by law, be registered by the U.S. EPA and in each of the sates. EPA approves not only the product itself, but also each separate use for which it is intended, as delineated on the product label. Contractor is responsible for applying only those pesticides that are registered.

b. Contractor must obey all Department of Transportation (DOT) regulations.

Shipment of pesticides and other dangerous substances across state lines is regulated by DOT.

c. Contractor must obey all Occupational Safety and Health Administration (OSHA) regulations.

d. All rodenticides or traps shall be placed only at times and in the areas approved by the COR. Rodenticides, and/or traps shall be replaced as necessary and per manufacturer recommendations. No pest control material or trap shall be placed where it may be recovered by patients, nor shall such material be allowed to contact food or cooking utensils.

10. REQUIRED CONTRACTOR REPORTING:

a. All logs and reports shall be catalogued by the Contractor. The Contractor shall sign in at the beginning of their scheduled work shift and out at the end of their work shift. This will be done at the COR’s office at each facility which will be designated once the contract has been awarded.

b. The Contractor shall complete and submit to the Contracting Officer and COR of the medical facility the provided Integrated Pest Management Maintenance Record. All Integrated Pest Management Maintenance Services performed during the work shift will be documented after each treatment visit prior to the Contractor leaving the facility and reviewed by the COR.

To include, but not limited to;

· The name and address of the individual who applied the pesticide.

· The location, by building and room number where each pesticide was applied.

· The pest or pests against which the pesticide was applied.

· The date and time of application.

· The brand name of the pesticide applied.

· The name of the pesticide manufacturer, or the federal environmental protection agency registration number of the pesticide.

· The rate of application or amount of the pesticide applied, and the total area treated.

c. The Contractor shall be responsible for supplying, completing and submitting all reports required or requested by Federal, State or local ordinances which pertain to any duties contained in the contract.

d. The Contractor shall be required to furnish the VA, prior to initial application of pesticides, a list of the trade names and the chemicals used; labels showing the contents, the use strength of the chemical as applied, the antidote, and Material Safety Data Sheets. This information is required for emergency treatment in the event of ingestion of and/or contact with the materials. The Contractor shall furnish the same information each time he changes chemicals or products used in the performance of this contract.

e. The Contractor shall furnish an annual report to the COR containing the amount of pesticides used during the fiscal year to include the amounts of fungicides, insecticides, herbicides, and rodenticides as well as the total amount of funds pent on the contract during the fiscal year. This report is due within 1 month of the end of the fiscal year.

11. RECORDS MANAGEMENT REQUIREMENTS:

The following standard items relate to records generated in executing the contract and should be included in a typical procurement contract:

a. Citations to pertinent laws, codes and regulations such as 44 U.S.C chapters 21, 29, 31 and 33; Freedom of Information Act (5 U.S.C. 552); Privacy Act (5 U.S.C.

552a); 36 CFR Part 1222 and Part 1228.

b. Contractor shall treat all deliverables under the contract as the property of the U.S. Government for which the Government Agency shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest.

c. Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Government IT equipment and/or Government records.

d. Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected by the Freedom of Information Act.

e. Contractor shall not create or maintain any records containing any Government Agency records that are not specifically tied to or authorized by the contract.

f. The Government Agency owns the rights to all data/records produced as part of this contract.

g. The Government Agency owns the rights to all electronic information (electronic data, electronic information systems, electronic databases, etc.) and all upporting documentation created as part of this contract. Contractor must deliver sufficient technical documentation with all data deliverables to permit the agency to use the data.

h. Contractor agrees to comply with Federal and Agency records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.].

i. No disposition of documents will be allowed without the prior written consent of the Contracting Officer. The Agency and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. Records may not be removed from the legal custody of the Agency or destroyed without regard to the provisions of the agency records schedules.

j. Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, this contract. The Contractor (and any sub-contractor) is required to abide by Government and Agency guidance for protecting sensitive and proprietary information.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Vendor shall complete all work in accordance with the Statement of Work.

Contract Period: Base POP Begin:

POP End:

PRINCIPAL NAICS CODE: 561710 - Exterminating and Pest Control Services PRODUCT/SERVICE CODE: S207 - Housekeeping - Insect/Rodent Control

Vendor shall complete all work in accordance with the Statement of Work.

Contract Period: Option 1 POP Begin:

POP End:

Vendor shall complete all work in accordance with the Statement of Work.

Contract Period: Option 2 POP Begin:

POP End:

Vendor shall complete all work in accordance with the Statement of Work.

Contract Period: Option 3 POP Begin:

POP End:

Vendor shall complete all work in accordance with the Statement of Work.

Contract Period: Option 4 POP Begin:

POP End:

Page 1 of Page 1 of

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 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

C.3 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 15 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[X] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[X] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[ ] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[ ] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[ ] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

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

[] 852.233–71, Alternate Protest Procedure.

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

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(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) (End of Addendum to 52.212-4)

C.6 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

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

(6) 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.)

[] (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).

[] (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).

[] (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.

[] (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.

[] (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).

[] (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] (22) (i) 52.219–28, Post-Award Small Business Program Rerepresentation (OCT 2022) (15 U.S.C. 632(a)(2)).

[] (ii) Alternate I (MAR 2020) of 52.219–28.

[] (23) 52.219–29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (OCT 2022) (15 U.S.C. 637(m)).

[] (24) 52.219–30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small…