36C24821Q0015.docx

36C24821Q0015 Contract Opportunity Combined Synopsis/Solicitation Notice

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* = Required Field Contract Opportunity Combined Synopsis/Solicitation Notice S208 FY21: Lee County Lawn Care Service 33744 36C24821Q0015 10-19-2020 3pm

EASTERN TIME, NEW YORK, USA

N

SDVOSBC

561730 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) Room 315, Bldg. 2 10,000 Bay Pines Blvd Bay Pines FL 33744 Annette Whitfield-Johnson 727-399-3333 Annette Whitfield-Johnson Annette.Whitfield@va.gov Department of Veterans Affairs Lee County Health Care Clinic 2489 Diplomatic Parkway East Cape Coral FL 33744

USA

https://www.va.gov Department of Veterans Affairs Annette.Whitfield@va.gov Annette Whitfield-Johnson FY21: Lee County Lawn Care Service

COMBINED SYNOPSIS/SOLICITATION 36C24821Q0015

General Information

Contracting Office Address

NCO 8

ATTN: Annette Whitfield-Johnson 10000 Bay Pines Blvd, Bldg. 2 RM 333 Bay Pines, FL 33744 Description This is a combined synopsis/solicitation for commercial services prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.6, “Streamlined Procedures for Evaluation and Solicitation for Commercial Items,” as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested, and a written solicitation document will not be issued.

This solicitation is issued as a request for quotations (RFQ). The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) FAC 2021-01, effective 10-2-2020.

This procurement is a 100% Small Disabled Veteran Own Small Business Set-aside. The associated North American Industrial Classification System (NAICS) code for this requirement is NAICS Code 561730 – Lawn Maintenance Services with $8 Million SBA Size Standard.

This solicitation will use Comparative Evaluation. The award will be made to the offeror determined to be acceptable, price reasonable, and is determined to provide the best value to the government; all eligible offerors may submit quotes.

All offerors must be registered in System for Award Management (SAM) at https://www.sam.gov at time offers are due to be considered for an award of a federal contract. Registration must be complete and not missing elements such as representations and certifications. To be eligible for this set-aside your company’s registration must include the appropriate NAICS code.

The Network Contracting Office 8, Regional Procurement Office - East (RPO-E) intends to award a Firm Fixed Price service contract for Lee County Lawn Care Service at Lee County Health Care Clinic (LCHCC), 2489 Diplomatic Parkway East, Cape Coral, FL 33909. The base Period of Performance (POP) is 11/1//2020 – 10/31/2021, with four (4) option years.

All questions regarding this RFQ must be in writing and may be sent by e‐mail to Annette.Whitfield@va.gov.

Vendor Questions: Questions must be received no later than October 13, 2020 by 3:00 PM EST. No further questions will be accepted after that date and time.

Answers to Vendor Questions: Answers to vendor questions will be posted to Contact Opportunities on October 15, 2020 by 3:00 PM EST.

You are reminded that representatives from your company SHALL NOT contact any Bay Pines VA Healthcare System personnel to discuss this RFQ during this RFQ process. All questions and concerns regarding this RFQ shall be directed to the Contracting Officer.

Quotes: Quotes are due October 19, 2020 by 3:00 PM EST. Quotes shall be submitted via email ONLY to Annette.Whitfield@va.gov. Quotes received after this date and time will be considered late in accordance with FAR Provision 52.212-1(f) and will not be evaluated unless the Contracting Officer determines the late quote will be accepted IAW 52.212-1(f)(2)(i)(A-C). Instructions are listed on pages 35 – 38.

Site Visit:

The site visit is scheduled for Thursday, October 8, 2020 at 10:00 am, underneath the atrium in the front of LCHCC. The LCHCC is located at 2489 Parkway East, Cape Coral, Florida 33909. A site visit is strongly encouraged. Offeror’s are strongly encouraged to inspect the site where services are to be performed and to satisfy themselves as to all general and local conditions that may affect the cost of the performance of the contract; to the extent such information is reasonably obtainable. In no event will a failure to inspect the site constitute grounds for a claim after award of the contract.

ALL VENDORS WILL BE REQUIRED TO PROCEED THROUGH THE COVID-19 SCREENING UPON ARRIVAL TO LCHCC BEFORE PROCEEDING TO THE SITE VISIT LOCATION.

Type of contract:

The government contemplates awarding a firm fixed price contract resulting from this solicitation.

Quoters shall review the Performance Work Statement (PWS) below and provide pricing using the following Price/Cost Schedule.

A.1 PRICE/COST SCHEDULE

Base Year - 11/1/2020 through 10/31/2021

Option Year 1 - 11/1/2021 through 10/31/2022

Option Year 2 - 11/1/2022 through 10/31/2023

Option Year 3 - 11/1/2023 through 10/31/2024

Option Year 4 - 11/1/2024 through 10/31/2025

Total Price Base + Options

PERFORMANCE WORK STATEMENT

General The Contractor shall provide all supplies, materials, equipment, labor, supervision, management, disposal and transportation to perform Landscaping and Grounds Maintenance service at the Lee County Health Care Center (LCHCC).

Location All worked is to be performed at the Lee County Health Care Center, 2489 Diplomatic Parkway East, Cape Coral, FL 33909.

Period of Performance The period of performance shall be November 1, 2020, thru October 31, 2021, with four (4) 12-month option years.

Conduct of Work All work and services under this contract must be performed in such a way that there will be no interruption to, interference with, the normal operation of Government business on the premises of LCHCC.

The Contractor shall provide all supplies, materials, equipment, labor, supervision, management and transportation to perform all lawn, grounds, sidewalk and parking lot maintenance for the LCHCC. The contractor has responsibility for and must demonstrate by an inventory that he/she has all necessary equipment to perform work under this contract.

The contractor has the responsibility for providing and installing fertilizer, soil amendments and insecticide materials. The contractor shall develop a schedule for lawn maintenance, fertilization, insect control, plant bed maintenance, sidewalk, and parking lot cleanup for the approval of the contracting officer and/or his/her appointed designee within 10 days of contract award. Schedules should be developed so as not to be a hazard to employees, customers or visitors to the property. A supervisory official or equivalent must speak English to ensure effective communication.

Protection of VA and privately-owned assets and equipment is essential as contractor is responsible for any damage as a result of worker negligence. Pesticides or non-regulated waste are prohibited from being stored on-site. Spill containment practices shall be followed when refueling equipment. Spill containment kits must be provided by the contractor; accessible to their workers or sub-contractors every time work is being performed on the property. All cost associated with properly disposing of spill clean-up on this property will be the responsibility of the contractor or his sub-contractors.

Requirements Mowing Mow improved, Semi-Improved Grounds and Native Grassed Areas. Grass cutting of all lawn areas must be completed as per contract schedule. At no time will riding lawn mowers be driven onto or used on parking lot tree islands. Grass clipping discharges shall be blown away from plant beds, mulched or graveled areas at all times. All improved and semi-improved grounds and native grassed areas must look well-manicured at all times. All turf areas shall be mowed in a manner to maintain a uniform height of no less than 2½ “during the peak growing season and no less than 2” during the winter season. Grass shall not be allowed to grow to a height of more than 5” inches before being mowed. All grass areas shall always be mowed as needed to keep a well-groomed appearance, which will be monitored by the COR or his/her designated official. No grass clippings shall be left on sidewalks, parking lot surfaces, or the VA and city streets. All clippings blown into street and sidewalks shall be vacuumed up or blown back into grass area. Clippings can be left on the lawn as long as no readily visible clumps remain on the grass surface 36 hours after mowing. Otherwise, large clumps of clippings will be collected and removed by the contractor. In the case of fungal disease outbreaks clippings will be collected until the disease is controlled.

Fertilizer Turf areas shall be fertilized no less than two (2) times per year using a fertilizer recommended under the Plant and Turf One (1) Year Guarantee. One application shall be made in the spring and one in the fall. All fertilizer to be used shall be inspected by the COR prior to application for quality and quantity. Both plant and turf fertilizer shall be commercial grade, free flowing, uniform in composition, and conforms to applicable state and federal regulations. Any unapproved fertilizer shall be removed, and the recommended type of fertilizer purchased by the contractor. When fertilization is performed, a report consisting of the areas fertilized, and the quantity and type of fertilizer used shall be given to the COR. Reports should be deliverable and should be stated in the Request for Proposals. Failure to turn in reports shall be deemed work not performed and deductions made to the contract amount equaling cost of fertilizer plus labor. Soil samples must be taken and analyzed on a periodic basis to determine amounts and type of fertilizer or amendments to be used.

Herbicides All herbicides shall be properly labeled and registered with the U.S Department of Agriculture. Keep all herbicides in the original labeled containers. Herbicide selection will be submitted to the COR for approval prior to application.

Weed Control Weeds and crabgrass will require ongoing monitoring to ensure the landscaping maintains an aesthetic appeal. The standard of appearance will be determined by the COR, and it is the contractor’s responsibility to adhere to the level of appearance. The contractor is responsible for pulling or killing all weeds and grass growing in paved, concrete, mulched, rock and stone areas. The Contractor must keep all lawns (includes semi-improved and native grassed areas) shrubs, ground-cover beds, flower beds, graveled areas, parking lot, and all other adjacent areas free of weeds always. Any herbicides must be applied by certified or licensed personnel. This should take place as needed under the “Schedule and Requirements” section. When herbicide is performed, a quarterly report consisting of the area’s herbicide, and the quantity and type of herbicide used shall be given to the COR. Reports should be deliverable and should be stated in the Request for Proposal.

Grass and weeds must be trimmed around trees, shrubs, buildings, fences, poles, posts, fire hydrants, parking lot bumper blocks, boulders, sidewalks, road shoulders and other fixed obstacles concurrent with mowing schedule. Damage to trees and shrubs from trimming must be repaired by the contractor. A weed control plan shall be submitted as part of the approval package for review by the contracting officer and his/her designee. The plan shall include but is not limited to methods for removal and standard of appearance.

Insect Control Insects, to include ants, shall be controlled on an ongoing basis. Damage to turf areas as a result of insect treatment will be the responsibility of the contractor to repair. Only licensed applicators may apply insecticide. Ant mounds shall be identified, reported to the COR and treated monthly, or when requested. Only licensed applicators may apply insecticide. The contractor shall conduct a semi-annual uniform insecticide treatment of the grounds, plant beds and parking lot tree islands in the spring and fall not to exceed seven months between applications, a completion report with quantity and type of insecticide used shall be given to the COR within 30 days of completion. Failure to turn in reports shall be deemed work not performed and deductions made to the contract amount equaling cost of insecticide treatment plus labor.

Edging and Property Border Overgrowth Sidewalks, curbs, edges of buildings, asphalt edges located in the improved and semi-improved grounds, bedding/planter areas and tree rings must be edged to maintain a professional appearance. Edging will include removal of vegetation from cracks in sidewalks, driveways, curbs and all other concrete and asphalt joints to maintain a professional neat appearance. The contractor will maintain a three-foot clearance of overgrowth from the Northern property security fencing with a six-foot clearance of overgrowth from the security fencing boarding the West side of the property. Additionally, the contractor will maintain a minimum six-foot clearance of overgrowth from the West side dock yard wall rock bed and will maintain the existing lawn and rock bed beside the West side dock wall.

Blowing/Sweeping Sidewalks, curbs, patios and parking lots shall be cleaned of debris and clippings during mowing, weed eating and edging during regularly scheduled days of service.

Retention Pond/Low Runoff Areas Retention ponds banks/low runoff areas shall be mowed on the same frequency schedule as other turf areas and shall be maintained at the same height requirements as the rest of the turf throughout the property especially during the rainy season (May-August). The use of herbicides in retention ponds is not permitted when water is present. The wet Retention Ponds shall have annual programs for eradication of Aquatic Weeds and cycles of control. The Dry Retention Ponds will be mowed, trimmed and well maintained. All Biomass debris will be removed and disposed of offsite.

Turf Disease/Fungus Any turf disease that appears, must be properly identified, and a permanent corrective action shall be submitted in writing to the COR for approval. The contractor shall maintain trees, plants, lawn, and ground cover free of insects and disease. The treatment of insects and diseases will be provided by the contractor. All turf areas or plants under the contractor’s responsibility which dies as a result of the contractor’s non-performance or negligence, to include application of herbicide or irrigation issues that the contractor is responsible for, will be replaced by the contractor at the discretion of the CO or his/her designee.

Plant Beds and Rock Beds Plant beds located on the property will be maintained by the contractor in a neat and professional manner, determined by the COR. An approved method of weed control shall be incorporated to include manual removal during the peak growing season; which will require more frequent maintenance during this time frame (March-November). At no time will plant beds and rock beds be over-run with weeds or grass. The rock beds boarding the building and dock yard wall will always be kept free from weeds and grass clippings.

Mulching Plant and tree beds shall receive 3 inches of mulch cover during the month of November and an additional 1 ½ inches of mulch cover during the month of April. If needed some old existing mulch in the plant beds may be removed to maintain a neat appearance and maintain an even dispersing of mulch in the existing plant beds. The mulch will not exceed over the existing plant bed or planter’s boarder. Red or brown mulch will be the only approved color mulch used in the plant beds and this will be approved by the COR in advance.

Pruning Trees and shrubs will be trimmed as needed. Palm fronds will be removed that are not positioned between 9 and 3, pose a safety hazard, or when determined to be no longer ascetically appealing by the COR. The contractor assumes responsibility for any palm frond related injury that results from neglecting the previously mentioned removal criteria. In the event of a storm or hurricane, the contractor has 3 days to clean up debris. No herbicides will be used for this purpose. The Contractor must maintain a neat and well-maintained appearance of all plants, shrubs, and trees, by proper pruning, clipping, pinching back and shape maintenance. Also, contractor shall prune trees as necessary and/or at the request of the COR. Shrubs and ground cover should be pruned as necessary to maintain a well-manicured appearance.

Shrubs will be pruned as needed to ensure an informal shape, fullness and bloom. Tree and palm pruning will be done a minimum of once a year and is limited to branches and/or brown fronds and seed heads below 20 feet in height. No green palm fronds shall be removed. All litter will be removed by the following growth flushes. Branches will be pruned just outside the branch collar. Pruning paint will not be applied. Sucker growth will be removed by hand from the base of trees. No herbicides will be used for this purpose. All dead, diseased or unsightly branches, vines or other growth will be collected and removed by the contractor.

Irrigation system The Contractor will conduct and complete a semi-annual Irrigation System Tune-up and a report given to the COR upon completion. Failure to turn in reports shall be deemed work not performed and deductions may be made to the contract amount equaling cost of professional irrigation system tune-up plus labor. The contractor will inspect and test all components and zones in the irrigation system monthly and shall reset zones according to seasonal changes. Minor adjustments and repairs such as head/emitter cleaning, replacement, filter cleaning, small leaks and minor timer adjustments shall be made by the contractor. If any parts needed it is found that damage was due to contractor non-performance or negligence, and then the contractor would be responsible for the cost of those parts during weekly maintenance. The contractor will note and report to COR any symptoms of inadequate or excessive irrigation, drainage problems, etc., repairs to the system beyond the above scope will be negotiated at the time of occurrence. The government is not obligated to use the contractor for repairs to the system above those stated in the contract. The Contractor is responsible for replacing all grass, plants, shrubs, trees, to include palms trees that die from lack of irrigation due to negligence by the contractor.

Thatch Removal The Contractor must perform general litter patrol on all grounds. Responsibilities will include, but will not be limited to, the removal and disposal of all-natural debris (tree limbs, dry brush, rodent habitats, dead animals, etc.) and manmade debris. All grass clippings must be properly removed and disposed of offsite (not in the office dumpster). Sidewalks and paved areas must be cleaned of all lawn clippings after each mowing. Parking Lots/areas, walks, curb-gutter, sidewalks and concrete flatwork must be kept debris free (includes bark debris, dust and dirt), with the debris properly removed and disposed of offsite. Removal of debris and policing of grounds will be concurrent with mowing schedule. Removal of thatch (a spongy build-up of dead and living grass shoot, stems and roots) should be considered when thatch thickness exceeds one inch. The best time for thatch removal is March through August when the turf-grass is rapidly growing.

Storm Drains Storm drains will remain clear of mulch and debris to allow for adequate flow of water.

Pond Maintenance The contractor is responsible to cut back all vegetation along the perimeter of the five retention ponds on the property, except for the cattails. This will be completed as needed.

Sidewalks and Entrance ways Sidewalks, entrance ways, and parking lots shall be kept clear of debris by the contractor. Sidewalks, curbs, signage, rock walls, exterior furniture, facility marquis signs, bus stops/shelters (5), tree planters, concrete safety bollards and the main drop-off/pick-up entrance way overhang shall be pressured washed and treated twice yearly or as needed and be stain free. A detailed report of all pressure washing will be sent to the COR upon completion within 10 working days. All exterior trash cans will be emptied as needed or weekly as minimum. Any dead animals in parking lots, on sidewalks, and on the grounds will be removed within 8 hours of notification by the COR. All work is to be accomplished where it does not interfere with day to day operations of the facility. All outside tables, bus stops/shelters (5), trash receptacles and furniture shall be cleaned as needed. Tasks shall be conducted on Monday-Saturday, between 8am and 6pm as not to disrupt the day to day activity of the facility.

Schedule and Requirements

· The hours approved for these services are 8am to 6pm and Monday-Saturday.

· Mowing will take place per the following schedule or on an as needed basis as directed by the COR.

· Once a week during – March, April, May, June, July, August, September, October, November

· Every two weeks during – January, February, December

· Fertilizer once per month during the following months: March and November.

· Chemical Weed Control as needed at least once per month.

Specific of Services The Contractor will be responsible for satisfactorily managing and performing exterior landscape maintenance services at the LCHCC, Cape Coral, Florida. Exterior grounds consist of lawns, native grass areas, gravel, plant beds, parking lot, walks, driveways and curb. The Contractor must provide all labor, tools, equipment, supervision, herbicides, fertilizer, transportation and any other material or services necessary to maintain the landscaping and grounds in such a manner to present a neat and well-maintained appearance. All products are to be used accordance with local, state, and federal laws. and Material Safety Data Sheets (MSDS) and a list of these products will be supplied to the COR. The MSDS must be provided by the contractor to the COR where the information will be kept on file in accordance with applicable guidelines of the OSHA Hazard Communications Standard. Requirements pertaining to recordkeeping will be strictly followed, with copy(s) provided to COR as necessary and upon request.

Inspections Contractor is responsible for oversight of all work and must perform and document monthly quality control inspections and provide to COR to ensure compliance with all provisions within the contract. The criteria and frequency of reporting will be determined upon contract award.

Circumstances to Be Reported The Contractor or Contractor’s employees shall report any circumstances of needed repair of the facility or unusual soiling of an area which may affect the performance of the work, present unhealthy or hazardous conditions. In addition, report those which may create any delays or interference with the work caused by the employees of the Government. Such report shall be made immediately upon discovery by the Contractor to the COR.

Emergency and Special Event Services Upon notification by the contracting officer, the contractor shall perform emergency or special event grounds maintenance required in areas covered under this contract. Upon notification of an emergency, the contract manager shall respond within one (1) hour to meet with the COR and initiate emergency services. Upon receiving direction by the COR. contractor personnel shall begin emergency work within two hours. The contracting officer will notify the contractor as soon as a special event requirement is known, but no less than 24 hours prior to the event.

Quality Control The contractor shall develop, submit for contracting officer approval, and maintain a quality program to ensure grounds maintenance services are performed in accordance with established standards of Professional Grounds Management Society (PGMS), National Arborist Association, American Society of Landscape Architects, and the local county extension office. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. As a minimum the contractor shall develop quality control procedures.

Quality Assurance The government will periodically evaluate the contractor’s performance in accordance with the attached Quality Assurance Surveillance Plan. (See Attachment A) The intent is to ensure that the contractor performs in accordance with performance metrics set forth in the contract documents and that the government receives the quality of services called for in the contract.

Personal Protective Equipment The contractor shall provide at no additional charge any needed supplies for infection control such as masks, gloves and alcohol hand gel.

Confidentiality and Nondisclosure It is agreed that:

1. The preliminary and final deliverables and all associated working papers, application source code, and other material deemed relevant by the VA which have been generated by the contractor in the performance of this task order are the exclusive property of the U.S. Government and shall be submitted to the COR at the conclusion of the task order.

1. The CO will be the sole authorized official to release verbally or in writing, any data, the draft deliverables, the final deliverables, or any other written or printed materials pertaining to this task order. No information shall be released by the contractor. Any request for information relating to this task order presented to the contractor shall be submitted to the CO for response.

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

Safety and Security It is agreed that the Vendor shall meet all local, state and federal safety requirements during the entire contract period. All materials must be securely transported with straps or chains in accordance with all local, state, and Federal Department of Health Regulations. Any work stoppages directed by the CO, COR, Facility Safety Officer or VA Police due to safety or security violations by the contractor or his designated sub-contractor, will be promptly corrected. The corrective action shall be reported to the CO prior to permission being granted to recommence work.

Damage to Government Property

a. Contractors shall be responsible for replacement of any structure, to include building glass, turf, curb, road pavement, headstone or marker, valve boxes, control markers, sprinkler heads, which is chipped, marred, damaged and/or ruined at the fault of the contractor. The contractor shall bear all costs associated with replacement and reinstallation. Any such damage shall be brought to the immediate attention of the appointed COR prior to repair/replacement/installation.

b. At the Government's discretion, the contractor shall either repair or replace the property, or reimburse the Government the full amount for all property damage(s). The contractor shall be aware that Government property - beyond standard structures and equipment - also includes monuments, trees, beds, and turf (i.e., wounded trees or damaged turf).

Invoices & Payment The contractor shall submit a monthly invoice in arrears to the Contracting Officer Representative (COR) for all services rendered during the calendar month. Invoices shall reference the appropriate contract and purchase order number. The COR will review each invoice for accuracy and certify the payment.

Insurance

a. The Contractor shall possess and maintain all necessary insurance, license and permits required for contract performance. Contractor is responsible for any injury to himself/herself, his/her employees, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by his/her employees fault or negligence, and shall maintain personal liability and property damage insurance having coverage for a limit as required by the laws of the State of Florida.

b. Reporting “on-the-job” Injuries: The Contractor is required to report all “on-the-job” injuries incurred by the Contractor, its agents or employees, resulting from performance of this contract. Contractor will notify the COR (either orally or via telephone) within twenty-four (24) hours of the injury and provide details and exact location of the incident. This will be followed up by a written notice to the COR.

Government Holidays The contractor is not required to provide service on the following federal holidays, nor shall the contractor be paid for these holidays:

Infectious Control The contractor shall provide at no additional charge any needed supplies for infection control such as masks, gloves and alcohol hand gel.

A.2 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C248 Annette Whitfield-Johnson Department of Veterans Affairs Network Contracting Office 8 (248) Room 333, Bldg. 2 10,000 Bay Pines Blvd Bay Pines FL 33744

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

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971

SECTION C - CONTRACT CLAUSES

C.1 52.212-3, Offerors Representations and Certifications – Commercial Items Offerors must complete annual representations and certifications electronically via the System for Award Management (SAM) website located at https://www.sam.gov in accordance with FAR 52.212-3, “Offerors Representations and Certifications–Commercial Items.” If paragraph (j) of the provision is applicable, a written submission is required. Registration is required to be complete at time of submission of response.

C.2 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.3 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)

52.203-3 52.204-9

GRATUITIES

PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL

APR 1984

JAN 2011

52.237.3 52.246-4 852.203-70

CONTINIUTY OF SERVICE

INSPECTION OF SERVICES – FIXED PRICES

COMMERCIAL ADVERTISING

JAN 1991

AUG 1996

MAY 2018

C.4 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

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

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

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

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