Amended Solicitation RFQ 36C24821Q0999 IPM Services at CBOCs.docx

36C24821Q0999 This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued.

The solicitation number is 36C24819Q0299. The solicitation is issued as a Request for Quotation (RFQ) to provide Non-personal services for Integrated Pest Management Services for the VA Caribbean Healthcare System (VACHS) Community Based Outpatient Clinics (CBOCs) located throughout Puerto Rico (Arecibo, Ceiba, Comerio, Vieques and Mayaguez), in accordance with the terms and requirements herein.

This solicitation is being conducted under FAR Part 13 Simplified Acquisition Procedures (SAP) and FAR Part 12, Acquisition of Commercial Items.

All clauses and provisions incorporated in the solicitation are those in effect through the Federal Acquisition Circular, FAC 2021-05 Effective on 03-10-2021. This procurement is set-aside based on an order of priority as established in 38 U.S.C. 8127. TIERED EVALUATIONS INCLUDING SMALL BUSINESS CONCERNS). This solicitation is being issued as a tiered evaluation for VOSB concerns, or in the alternative, a set-aside for other small business concerns with HUBZone small business concerns and 8(a) participants having priority. The associated NAICS code is 561710, Product or Service Code: S207 and the small business size standard is $12 M.

A list containing the contract line item number(s), description, unit of issue and quantities (including option periods) is attached.

Detailed specifications and requirements are provided in the attached Performance Work Statement (PWS) and associated documents.

The provision at 52.212-1, Instructions to Offerors – Commercial Items (Oct 2015), applies to this acquisition. Addenda to this provision is applicable and contain the evaluation criteria and basis for award. The document is attached.

The provision at 52.212-2, Evaluation -- Commercial Items, is not applicable to this acquisition. Evaluation and basis for award is contained in the amendment to 52.212-1.

Offerors shall include a completed copy of the provision at 52.212-3, Offeror Representations and Certifications -- Commercial Items (FEB 2021)(JUL 2020) (DEVIATION), with its offer or complete their representations online.

The clause at 52.212-4, Contract Terms and Conditions -- Commercial Items, applies to this acquisition.

The clause at 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders -- Commercial Items (JAN 2021) (JUL 2020) (DEVIATION), applies to this acquisition.

Questions Submission: Questions submission shall be received no later than 9:00 AM AST on Friday June 18, 2021 at Aurea.Gonzalez@va.gov. All questions are to be submitted as a word document.

Offers/Quotes Submission: Submission of Offers/Quotes shall be received no later than 10:00 AM AST on Thursday June 24, 2021. All offers/quotes are to be submitted electronically to Aurea.Gonzalez@va.gov

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer 36C248 Israel Rodriguez Contract Specialist/Administrator: Aurea Gonzalez Department of Veterans Affairs Network Contracting Office 8 (NCO 8) VA Caribbean HCS (Admin Bldg) #10 Calle Casia Suite #4M440 San Juan PR 00921-3201

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 Financial Services Center P.O. Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Arecibo Clinic Integrated Pest Management Services Victor Rojas II, Zona Industrial Road 129, Arecibo, PR 00612 Contract Period: Base POP Begin: 07-01-2021 POP End: 06-30-2022 PRINCIPAL NAICS CODE: 561710 - Exterminating and Pest Control Services PRODUCT/SERVICE CODE: S207 - Housekeeping - Insect/Rodent Control

Ceiba Clinic Integrated Pest Control Management 311 Lauro Piñero, Ceiba, PR 00735 Contract Period: Base POP Begin: 07-01-2021 POP End: 06-30-2022

Comerio Clinic Integrated Pest Control Management Contract Period: Base POP Begin: 07-01-2021 POP End: 06-30-2022

Vieques Clinic Integrated Pest Control Management Centro de Salud Familiar Susana Centeno Carr 997, Vieques, PR 00765 Contract Period: Base POP Begin: 07-01-2021 POP End: 06-30-2022

Mayaguez Clinic Integrated Pest Control Management 175 Ave Algarrobo, Mayaguez, PR 00680 Contract Period: Base POP Begin: 07-01-2021 POP End: 06-30-2022

Arecibo Clinic Integrated Pest Management Services

Contract Period: Option 1 POP Begin: 07-01-2022 POP End: 06-30-2023

Ceiba Clinic Integrated Pest Control Management

Contract Period: Option 1 POP Begin: 07-01-2022 POP End: 06-30-2023

Comerio Clinic Integrated Pest Control Management Contract Period: Option 1 POP Begin: 07-01-2022 POP End: 06-30-2023

Vieques Clinic Integrated Pest Control Management

Carr 997, Vieques, PR 00765 Contract Period: Option 1 POP Begin: 07-01-2022 POP End: 06-30-2023

Mayaguez Clinic Integrated Pest Control Management

Contract Period: Option 1 POP Begin: 07-01-2022 POP End: 06-30-2023

Arecibo Clinic Integrated Pest Management Services

Contract Period: Option 2 POP Begin: 07-01-2023 POP End: 06-30-2024

Ceiba Clinic Integrated Pest Control Management

Contract Period: Option 2 POP Begin: 07-01-2023 POP End: 06-30-2024

Comerio Clinic Integrated Pest Control Management Contract Period: Option 2 POP Begin: 07-01-2023 POP End: 06-30-2024

Vieques Clinic Integrated Pest Control Management

Carr 997, Vieques, PR 00765 Contract Period: Option 2 POP Begin: 07-01-2023 POP End: 06-30-2024

Mayaguez Clinic Integrated Pest Control Management

Contract Period: Option 2 POP Begin: 07-01-2023 POP End: 06-30-2024

Arecibo Clinic Integrated Pest Management Services

Contract Period: Option 3 POP Begin: 07-01-2024 POP End: 06-30-2025

Ceiba Clinic Integrated Pest Control Management

Contract Period: Option 3 POP Begin: 07-01-2024 POP End: 06-30-2025

Comerio Clinic Integrated Pest Control Management Contract Period: Option 3 POP Begin: 07-01-2024 POP End: 06-30-2025

Vieques Clinic Integrated Pest Control Management

Carr 997, Vieques, PR 00765 Contract Period: Option 3 POP Begin: 07-01-2024 POP End: 06-30-2025

Mayaguez Clinic Integrated Pest Control Management

Contract Period: Option 3 POP Begin: 07-01-2024 POP End: 06-30-2025

Arecibo Clinic Integrated Pest Management Services

Contract Period: Option 4 POP Begin: 07-01-2025 POP End: 06-30-2026

Ceiba Clinic Integrated Pest Control Management

Contract Period: Option 4 POP Begin: 07-01-2025 POP End: 06-30-2026

Comerio Clinic Integrated Pest Control Management Contract Period: Option 4 POP Begin: 07-01-2025 POP End: 06-30-2026

Vieques Clinic Integrated Pest Control Management

Carr 997, Vieques, PR 00765 Contract Period: Option 4 POP Begin: 07-01-2025 POP End: 06-30-2026

Mayaguez Clinic Integrated Pest Control Management

Contract Period: Option 4 POP Begin: 07-01-2025 POP End: 06-30-2026

DELIVERY SCHEDULE

ACCOUNTING INFORMATION

B.3 PERFORMANCE WORK STATEMENT

1. INTRODUCTION

1.1 The Contractor shall provide all necessary supervision, labor, materials, supplies and equipment to provide a complete Integrated Pest Management (IPM) Service for the locations herein specified. The Contractor shall be responsible for requirements in accordance with the terms, conditions, provisions, and specifications of this contract for the period specified in the schedule. Also, the offeror agrees to provide the aforementioned services, in other VA Caribbean Healthcare System facilities located in Puerto Rico as required, upon written supplemental agreement (if necessary).

1.2 Program Description: This Specification is part of a comprehensive Integrated Pest Management (IPM) Program for the premises listed herein. IPM is a process of achieving long term, environmentally sound pest suppression through the use of a wide variety of technological and management practices. IPM practices include mechanical, physical, biological and chemicals control techniques. Control*strategies in an IPM Program extended beyond the application of pesticides to include structural and procedural modifications that reduce the food, water, harborage, and access used by pests.

1.3 Contractor Service Requirements: The Contractor shall furnish all supervision, labor, materials, and equipment necessary to accomplish the surveillance, trapping, pesticide application and pest removal components of the IPM Program. The contractor shall provide detailed, site-specific recommendations for structural and procedural modifications to aid in pest prevention. Contractor shall possess the required licensure and certifications issued by the State to operate as a Pest Control business in the geographical area were services are to be provided.

1.4 Period of Performance and Schedule of Service: The Intended period of performance is a base period of twelve (12) months and four (4) option periods of twelve (12) months each from the date of award. The performance period will be divided as stated on price/cost schedule. The contractor must have all necessary insurance, licensing, and sufficient employees to perform the contract work upon award.

1.5 State Licensing: As used in the PWS, the term “State” means the Commonwealth of Puerto Rico.

1.6 VISN 8 Universal Masking Program is applicable to this contract. Universal Mask program requires every healthcare worker (HCW) to wear a healthcare face mask while in VACHS. Health care worker is defined as any person required to work at a VACHS facility including contractors, must always wear a healthcare face mask while in VACHS. VHA policy and Presidential Order requiring masks in federal buildings regardless of vaccination status, is in effect.

1.7 Influenza vaccine “Flu Shot” is mandatory for all VHA employees and contractors as per VHA Directive 1192.0. Contractor shall provide a list of employees under contract performance with their vaccination compliance, this requirement is to be submitted annually. Employees and Contractors who are not vaccinated as per authorized exclusions on VHA Directive are to be documented as such and always required to wear healthcare face mask while on VHA premises.

2. LOCATION:

2.1 Service to be performed at the following five (5) locations

2.2 The Arecibo Clinic is currently operating on a temporary trailer village. Upon Government acceptance of a permanent clinic facility the location will be adjusted. If new location represents a significant difference (increase or reduction in size) in the services to be provided adjustments are to be made via supplemental agreement.

2.3 Additions, deletions or modifications of services needed will be processed via supplemental agreement on a case by case basis.

3. BUILDING AREA: approximate square footage of each location

3.1 The Government will not be responsible for any error or variation in the square footage listed in above nor will the contractor, because of an error or variation in the square footage listed, be relieved of his responsibility to carry out the contract in accordance with the true intent and meaning of the specifications without additional cost to the Government.

4. HOURS OF OPERATION: Government regular working hours. Regular working hours are Monday through Friday from 7:30am to 4:00pm, except for Federal Holidays. A substantial part of the VACHS facilities are occupied 24 hours per day, 7 days a week. Contractor may be required to provide services after normal business hours. Schedule of services is to be coordinated with COR or designated POC. Some work requirements may need to be performed out of normal business hours.

In accordance with 5 U.S.C. 6103, Executive Order 11582 and Public Law 94-97 the following national holidays are observed and for the purpose of this contract are defined as "Legal Federal, official holidays”:

· Good Friday

Or any other specifically declared by the President of the United States to be a National Holiday.

5. SAFETY PRECAUTIONS: As a minimum the Contractor shall adhere to the following in order to safeguard both life and property.

5.1 Prior to use, a list of all pesticides to be used shall be submitted to the Contracting Officer and/or Contracting Officer Technical Representative (herein referred as COR).

5.2 All containers holding pesticides shall be properly labeled with the name and strength of the chemical agent therein.

5.3 Appropriate protective clothing and gear consistent with the type of pesticide used shall be provided by the Contractor and worn by Contractor personnel.

5.4 If poisoned baits are used, the COR shall be notified in advance of the dates and locations in which such baits will be presented.

5.5 All traps and bait trays will be inspected every 24 hours while in service.

6. AUTHORITY OF APPLICATOR(S):

6.1 Certified applicators are required in the performance of the work under the contract. Each applicator designated by the Contractor to perform work under the contract shall furnish a copy of his/her certification (showing all categories in which work is to be performed) to the Contracting Officer prior to contract award. All applicators should have visible on their uniform the individual’s name and the company name, so they are easily recognizable at all time. Protective clothing, equipment and devices shall as a minimum conform to OSHA standards for the products being used and provided by the contractor.

6.2 On each visit, the applicator(s) shall report to the designated Office prior to performing any work. NOTE: Certification shall mean a current Certificate of Competency in Pest Management in any and all categories or sub-categories as identified. All other definitions are as defined in CER 40 subchapter E, parts 162-180.

6.3 All supervisory/working leader personnel engaged in directing the work to be accomplished under this contract shall possess at least two (2) years of recent experience in directing medical facility Integrated Pest Management type operations n a supervisory capacity for buildings of the approximate size under this contract. The on-site supervisory/working leader shall be fully conversant in English. Offeror shall have a certification on pest control and shall be fully certified in all pest management categories in which work is to be performed. Both SDVOSB and subcontractor (if appointed) shall have a current certification on pest control categories issued by the Commonwealth of Puerto Rico Department of Agriculture. The Contractor shall be licensed by the Commonwealth of Puerto Rico as a pesticide application business. As part of the technical proposal the Contractor shall submit proof of licensing.

6.4 The personnel employed by the contractor shall be capable employees, qualified in IPM type work with at least one(1) year of medical facility experience.

6.5 The contractor shall comply with Joint Commission Accreditation of Health Care Organizations (JCAHO) requirements. To comply with JCAHO requirement the contractor shall provide written confirmation that employees are competent to perform the task as described in the statement of work assigned on this contract. This written confirmation shall specify in which areas each contract employees are competent.

7. CONFORMING TO REGULATIONS: The Contractor shall conform to all regulations, Federal, and local, governing examining and licensing of pest control operators, performance of pest control, use of approved pest control chemicals and equipment, supervision of IPM program which may be in effect in the area in which the work under the contract should be performed.

8. GENERAL: The Contractor shall provide all supplies, materials, equipment1, labor, supervision, management, and transportation to perform all tasks as identified below and, in the Task, and Frequency Schedule. All work is to be performed in accordance with the guidelines established by Federal, and local ordinances and with the Contractor’s Procedures Manual and Quality Control Manual. The Contractor shall provide complete IPM Services for buildings and on all grounds as identified.

8.1 Before beginning the work of the contract, the Contractor shall submit to the Contracting Officer a list, giving the name of the manufacturer, the brand name and material safety data sheet (MSDS) of each of the materials that he proposes to use in the performance of the work. The Contractor shall not use any material that the Contracting Officer determines would not be suitable for the purpose or harmful to any part of the building, its contents, equipment or person occupying the building. Neither material nor supplies shall be used in the performance under this contract until the applicable MSDS for all materials have been furnished to the COR for approval. Products shall not contain the selective herbicide, 2, 4-dichlorophenoxyacetic acid or products containing this herbicide are not to be used on the facility grounds.

8.2 The Contractor shall complete a thorough, initial inspection of each building or site at least within 5 working days of contract starting date. The purpose of the initial inspection(s) is for the contractor to evaluate the pest control needs of all premises and to identify problem areas and any equipment, structural features, or management practices that are contributing to pest infestations. Access to building space shall be coordinated with the Contracting Officer's Technical Representative (COR).

8.3 The contractor shall comply with Joint Commission Accreditation of Health Care Organizations (JCAHO) requirements. To comply with JCAHO requirement the contractor shall provide written confirmation that employees are competent to perform the task as described in the statement of work assigned on this contract. This written confirmation shall specify in which areas each contract employees are competent.

8.4 Contractor is responsible to maintain the required documents: health certificate, certificate of good conduct from the Puerto Rico Police Department, educational documents, evaluation methods and qualifications standards; on all contract employees as established and to provide to the Contracting Officer l Representative (COR) as requested any necessary documentation pertaining to contract employees.

9. INTEGRATED PEST MANAGEMENT PLAN

The Contractor shall submit to the COR a Pest Control Management Plan. The Integrated Pest Control Management Plan shall consist of five parts as follows:

a. Proposed Materials and Equipment for Service. The Contractor shall provide current labels and Material Safety Data Sheets (MSDS) of all pesticides to be used, and brand names of pesticide application equipment, rodent bait boxes, insect and rodent trapping devices, pest monitoring devices, pest surveillance and detection equipment, and any other pest control devices or equipment that may be used to provide service.

b. Proposed Methods for Monitoring and Surveillance. The Contractor shall describe methods and procedures to be used for identifying sites of pest harborage and access, and for making objective assessments of pest population levels throughout the term of the contract. For example: IPM outlines contains a detailed description of target pests and the manner in which pest management professional will control those pest and locations since the surveillance and control procedure are different at each area, even though the pest remains the same.

c. Service Schedule for each Building or Site. The Contractor shall provide complete service schedules that include daily, weekly, biweekly or monthly frequency of Contractor visits, specific day of the week of Contractor visits, and approximate duration of each visit, as per established.

d. Structural or Operational Change. Description of any structural or operational change 1 that would facilitate the pest control effort. The Contractor shall describe site-specific solutions for observed sources of pest food, water, harborage, and access.

e. Commercial Pesticide Applicator Certificate or Licenses

10. SCHEDULING

10.1 Task and Frequency Schedule of integrated pest management tasks should be developed, and the indicated time frames should be the minimum basis for the scheduling of pest management tasks. The Contractor should provide the work scheduling of when services should be performed and submit to the Chief, Environmental Program no later than the contract start date.

10.2 Pest management task shall be scheduled so as to be performed on definite appointed days and in no event shall the Contractor carry on work outside regular agreed-upon working hours without prior approval of the Chief, Environmental Program. IPM will exercise no less than once a month and more frequent, as required.

10.3 In the event climate or weather conditions become unsuitable for work or may induce an environmental hazard, then the entire work shall be rescheduled to a date and time satisfactory to the Contractor and the Chief, Environmental Management Program. Postponement should not reflect any penalties assessed to the Contractor, nor should there be any additional cost to the Government.

11. STANDARDS

All Integrated Pest Management (IPM) tasks shall be accomplished to meet the guidelines as shown in National Pest Control Association’s good practice statements. Integrated pest management techniques shall be used to the maximum extent practicable.

Pesticide application shall be according to need and not be schedule. Area will be inspected to detect pest problems and selection and use of the most environmentally sound pesticide to effect control when chemical control methods are necessary. Contractor will use non-pesticide method of control whenever possible. If necessary, contractor will apply appropriate chemicals the least hazardous materials using most precise application techniques.

12. TASKS

Integrated Pest Management Services required of the Contractor are:

12.1 Inspection to determine pest management measures that is appropriate and required.

Nonchemical control alternatives are always considered before chemical use. Use of both non-chemical and chemical control techniques to achieve effective pest management with minimal environmental contamination.

12.2 Recommendations in writing for environmental sanitation practices that restrict and eliminate food, water or harborage for pests. IPM is mainly a preventive maintenance process that attempts to control pests by reducing their food, water, harborage, and entry points.

12.3 Selection and utilization of nonchemical control methods, which eliminate, exclude or repel pests (i.e., traps, caulking, etc.)

12.4 Selection and use of the most environmentally sound pesticide(s) least toxic treatment to effect control when chemical control methods are necessary. IPM applies pesticides with precision and restraint.

12.5 Control of general structural arthropod pests (i.e., cockroaches, ants, carpet beetles, spiders, carpenter ants, carpenter bees, etc.)

12.6 Control of flying insect pests (i.e., housefly, etc.)

12.7 Control of parasite pests (i.e., lice bedbugs, fleas, mites, scorpions, ticks, mosquitoes, etc.).

12.8 Control of nuisance or occasional invader pests (i.e., bee, wasp, scorpions, crickets, etc.)

12.9 Control of mice and rats (i.e., house mouse, field mouse, roof rat, norway rat, etc.)

12.10 Control of pests birds (i.e., pigeons, sparrows, blackbirds, etc.)

12.11 Evaluation of control measures through follow-up inspections. Service calls: areas treated to the re-inspected 15 days following treatment.

12.12 Control of food handling areas: lounges, kitchenettes, etc

12.13 Contractor personnel are required to interrupt their work at any time so as not to interfere with the normal functioning of the facility, including utility services, fire protection systems, and passage of facility patients, personnel, equipment and carts.

13. DISPOSAL OF HAZARDOUS WASTE: The contractor shall not dispose of any excess pesticide, pesticide containers or any other materials contaminated by pesticides at any location on the Medical facility premises except as authorized by the COR. Disposal of such contaminated waste will be in accordance with the Federal Environmental Protection Agency (EPA), and Commonwealth of PR Regulations and/or United States Virgin Islands Department of Planning and Natural Resources, Environmental Protection Division regulations governing such disposal.

14. STORAGE OF MATERIALS: No pest control materials or equipment shall be stored or kept at the VA Installation when the operator is not working, without the approval of the Contracting Officer and/or COR. Vehicles: Vehicles used by the contractor shall be identified in accordance with state and local regulations.

15. REQUIRED CONTRACTOR REPORTING

Contractor personnel shall sign in at the beginning of their scheduled work shift and out at the end of their shift.

15.1 The Contractor is 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.

15.2 The Contractor shall be required to furnish the VA, prior to initial application of pesticides, the trade names (if any) and chemical names of the chemicals proposed for use, label and Material Safety Data Sheet showing the contents, the use strength of the chemical as applied and the antidote thereto. Contractor shall furnish the same information each time there are changes to chemicals or products used in the performance of this contract. This information is required for emergency treatment in the event of ingestion and/or contact with the material by humans.

16. CALL BACK REQUIREMENT

Routine: The Contractor shall re-treat previously treated areas when inadequate control (as per specifications) was obtain, within twelve (12) hours after receipt of notification by the CO, COR or designee, at no additional cost to the Government.

Emergency: The Contractor shall perform IPM Services to correct the emergent condition within eight (8) hours after receipt of notification from the CO, COR or designee, at no additional charge to the Government.

17. QUALITY ASSURANCE PLAN: The contractor shall establish complete quality control programs to ensure the requirement of the contract are provided as specified.

Within five workdays prior to the starting date of the contract the contractor shall submit a copy of his Preventive and Corrective Maintenance program to the Contracting Officer and/or COR. The program shall include, but not be limited to the following:

The name(s) of the individual(s) who will perform the services described in contract.

a. A checklist used in the inspection and performance verification during preventive maintenance and corrective maintenance services. The checklist shall include every requirement included in the manufacturer’s manual(s), updates, notices and any other requirement from accrediting organizations or agencies, as well as every task required to be performed.

b. A schedule of the dates programmed for the IPM service requested.

c. A system for identifying and correcting deficiencies in the quality of services before the level of performance becomes unacceptable and/or the COR identifies the deficiencies.

In addition to providing the documentation at the end of each service, the contractor is responsible to maintain the required documents of all the services conducted by the Contractor and the corrective actions taken. All documentation shall be made available to the Government during the term of the contract.

Performance Requirement Summary

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

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

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause) C.4 VAAR 852.212-70 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.

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

[] 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)…