36C24924Q0214.docx

36C24924Q0171

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

36C24924Q0214 03-18-2024 Darrell Wright 615-225-5974 03-20-2024 11:00

CST

Department of Veterans Affairs Network Contracting Office 9 (90C)

NCO 9

1639 Medical Center Parkway, Suite 400 Murfreesboro TN 37129

X

561710 $17.5 Million

N/A

Department of Veterans Affairs James H. Quillen VAMC Corner Of Lamont & Veterans Way

Mountain Home TN 37684 90C Network Contracting Office 9 Department of Veterans Affairs Network Contracting Office (90C) 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129

90C FSC e-Invoicing Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 Invoice must be submitted electronically

Setup 1-877-489-6135

See CONTINUATION Page James H. Quillen VAMC has a request for Pest Control in accordance with the Performance Work Statement (PWS).

POC: Darrell Wright darrell.wright@va.gov

Wage Determinations No. 21 Revision: 12/26/2023

This is Set-Aside for SB.

See CONTINUATION Page

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C249 Department of Veterans Affairs Network Contracting Office 9 (90C)

NCO 9

1639 Medical Center Parkway, Suite 400 Murfreesboro TN 37129

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.

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

B.2 Performance Work Statement

Page 1 of Page 1 of

1. GENERAL: The Contractor shall furnish all labor, materials, and equipment necessary to accomplish the surveillance, trapping, pesticide application, and pest removal components of the Integrated Pest Management (IPM) Program. The Veteran Affairs Contracting Officer’s Representative (COR) or qualified representative will provide the necessary onsite Quality Control and Safety oversight for the services rendered by the Contractor. If requested by the COR, the Contractor shall provide detailed, site-specific recommendations for structural and procedural modifications to aid in pest prevention.

The Contractor will perform all work in accordance with the guidelines established by federal, state, and local ordinances and with the Contractor’s Procedures Manual and Quality Control Plan.

2. SCHEDULING:

a. The task and frequency of integrated pest management tasks are shown below, and the indicated time frames shall be the minimum basis for the scheduling of pest management tasks.

b. Service will be based on five scheduled days per week – Monday through Friday. There is no limit to the number of visits which the Contractor may have to make to the medical center in addition to the five scheduled each week. All such visits must be made at the time satisfactory to the Contracting Officer’s Representative (COR).

c. 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 date and time satisfactory to the Contractor and the COR. Postponement will not reflect any penalties assessed to the Contractor, nor should there be any additional cost to the Government.

3. COMMERCIAL PESTICIDE APPLICATOR CERTIFICATES OR LICENSE: The Contractor shall provide photocopies of State-issued Commercial Pesticide Applicator Certificates or Licenses for every Contractor employee who will be applying on-site pesticides under this contract. All IPM tasks shall be accomplished to meet the guidelines as shown in the National Pest Control Association’s good practice statements.

4. COVERAGE: The Contractor shall provide complete IPM service for buildings as shown under Tasks and Frequency.

5. TASKS: Integrated Pest Management Service required of the Contractor is as follows:

a. Inspection to determine which pest management measures are appropriate and required.

b. Recommended environments sanitation practices that restrict or eliminate food, water, or harborage for pest.

c. Selection and utilization of non-chemical control methods which eliminate exclude or repel pest (i.e., insect electrocution devices, traps, caulking, air screens, etc.).

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

6. Quality Control: The contractor shall maintain an effective Quality Control Program to ensure services are performed in accordance with this PWS. The purpose of this program is to identify, prevent, and ensure non-recurrence of defective services. At a minimum, the program shall include the following:

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

b. A checklist used in the inspection and performance verification during corrective maintenance and preventive termite’s 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.

c. A schedule of the dates programmed for the service requested.

7. COVERED PESTS: Cockroaches, mice, rats, fleas, silverfish, non-poisonous spiders (excluding black widow and brown recluse spiders), scorpions, ants (excluding carpenter ants, pharaoh ants, fire ants, tawny crazy ants), flies, gnats, centipedes, millipedes, earwigs, clothes moths, house crickets, paper wasps, bees (yellow jackets, hornets, and wasps with nests no higher than 8 feet above the ground).

Control of general structural arthropod pest (i.e., ants, carpet beetles, spiders, earwigs, etc.). Flying insect pests (house flies, stable flies, and blow flies,), predatory pests (fleas, ticks, mosquitos, scorpions), apiarian pests (sparrow, pigeon, starling).

a. Evaluation of control measures through follow-up inspections.

b. Investigation of cockroach sightings recorded in the Pest Control Complaint Logbook to determine the source and take positive action to eliminate the source.

c. Control of all avian pests (i.e., sparrow, pigeon, starling, etc.).

d. Wood Destroying Insects: Cost for treatment of carpenter ants, carpenter bees, wood borers, powder post beetles and termites will be determined by the area and location within the building. Written estimate submitted for approval.

8. BEDBUGS:

a. The Contractor will provide 12 Bed Bug K-9 visits each year with no additional cost. Subsequent K-9 inspections for suspected Bed Bugs will incur additional cost.

b. The Contractor will provide 2 semi-annual walk throughs in common areas with bed bug K-9 as part of the contracted service.

c. Contractor will be able to provide service K-9 service with-in 2 hours from time of request. Unless arranged in advance.

d. Contractor will provide Thermal Treatment for Bed Bugs within 24 hours. Bedbug thermal treatment cost will be determined by the square footage/location of the affected area.

e. Contractor will provide Bedbug detection and treatment to the following CBOC’s at EMS request at an additional cost. (William C. Talent, Knoxville annex 1, Knoxville annex 2, Knoxville annex 3, Dannie A. Carr, Morristown, Campbell Co., Mountain City, Rogersville, Jonesville Virginia, Bristol Virginia, Norton Virginia, Marion Virginia, Vansant Virginia)

9. SPECIAL PROVISIONS: THE FOLLOWING PROVISIONS SHALL BE ADHEARED TO BY THE Contractor personnel in performing pesticide applications of the area specified below:

a. Food Handling Areas: Treatment of these areas is limited to only times when food is not being held, processed, prepared, served, and while not occupied by facility employees.

b. Patient Occupied Areas: Contractor personnel shall utilize pesticides with as low volatility and as odor free as possible to keep levels from affecting patients in these areas.

c. Critical Areas: The Contractor shall submit a list of pesticides for intended use in areas listed below for approval by the COR, prior to any application. The planned use of pesticides in these areas requires recognition of the attendant hazards to occupants, supplies, equipment, and surfaces. No substitutions can be made at any time without approval from the COR.

Critical areas (as determined by local medical facility guidelines and VHA Program Guide 1850.2:

d. Space Treatment: When space treatment is required in these areas, the Ultra-Low Volume (ULV) method of pesticide application shall be utilized with approved equipment capable of delivering a particle size range of .5 to 15 microns.

e. Scheduled Mealtimes: Contractor personnel will not enter any hospital, domiciliary, or CLC ward with pesticides or application equipment during the following hours:

f. Elevators: Contractor personnel shall not enter any facility elevator at any time when food service equipment is present.

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

11. DISPOSAL OF HAZARDOUS WASTES: The Contractor shall not dispose of any excess pesticide containers, or any other materials contaminated by pesticides at any location on the medical facility premises except as specified by the COR.

12. STORAGE OF PEST CONTROL MATERIALS: No pest control materials or equipment shall be stored or kept at the Veterans Affairs installation when the operator is not working, without the express approval of the COR.

13. HOURS OF OPERATIONS:

a. Normal business hours are 7:45 a.m. – to 4:30 p.m., Monday – through Friday, excluding federal holidays.

b. FEDERAL HOLIDAYS ARE AS FOLLOWS

· New Year’s Day

· Birthday of Martin Luther King, Jr.

· Washington’s Birthday

· Memorial Day

· Juneteenth National Independence Day

· Independence Day

· Labor Day

· Columbus Day

· Veterans Day

· Thanksgiving Day

· Christmas Day

· And any other day specifically declared by the President of the United States to be a national holiday.

c. Some contract tasks may require work performed after normal business hours as indicated under Task and Frequency.

14. CALL BACK REQUIREMENTS:

a. Routine - The Contractor shall be subject to 12 – hour call back service for all areas of the medical center.

b. Emergency – When an emergency condition exists (as determined by the COR) the Contractor shall respond within 4 hours after receipt of a call for this service. If an offeror’s proposal is unable to meet this requirement, then their proposal will be deemed technically unacceptable outright and will be excluded from further consideration.

15. REQUIRED CONTRACTOR REPORTING:

a. Contractor personnel will sign in upon arrival to JHQVAMC and out upon completion of the service call. The sign-in will be accomplished at Building 8. The Contractor representative will provide a tentative itinerary to the COR upon signing in. Coordination of special pest control problems will be conducted between the COR and the Contractor representative(s) at this time. The contractor representative will also review the Pest Control Complaint Logbook and provide remedial services in those areas. The Contractor will sign out with one of EMS evening shift supervisors in the basement of Building 8. If the Contractor representative is on station after 12:00 midnight, the signing out will be with the EMS 3rd shift supervisor.

b. The Contractor is responsible for maintaining locally produced forms relating to the treatment of all buildings listed under Task and Frequency.

16. RESTRICTIONS OF PEST CONTROL OPERATIONS:

a. Any insecticide or rodenticides authorized by the Environmental Protection Agency (EPA) for the specific application process being accomplished may be used by the Contractor.

b. A listing of all rodenticides and pesticides shall be furnished to the COR with corresponding Safety Data Sheets (SDS). EPA registration numbers shall also be furnished. The Contractor will also provide the trade names (if any) and chemical names of the chemicals used and a label showing the contents, the use strength of the chemical as applied, and the antidote thereto. The Contractor will furnish the same information each time he/she changes chemicals or product used in the performance of this contract. This information is required by the Medical Center for emergency treatment in the event of ingestion and/or contact with the material by humans.

c. No additional products will be used without prior approval of the COR. When the Contractor desires to apply a different product, the requirements listed in “b” above must be complied with.

d. Product data, application data, and antidote are required by the Medical Service for emergency treatment in the event of ingestion of and/or contact with the material by humans.

e. All rodenticide, avicides, or traps shall be placed only at times and in the areas approved by the COR, and the unused portions shall be recovered at the latest by a time limit set by the chief. No pest control materials or traps shall be placed where they may be recovered by patients, particularly at the Neuropsychiatric wards. No pest control materials shall be allowed to contact food or cooking utensils.

f. The use of rodenticides shall be restricted to indoor locked areas, accessible only to persons designated by the COR, or any other location specifically provided by him. A record, in duplicate, shall be made of the location where each portion of any such rodenticide or traps are placed, one copy to be retained by the operator and one copy left for the COR.

g. Warfarin, Pival, Pivacin, Rozol, Promar and other anti-coagulants are effective only after repeated eating’s by the rodent; therefore, traps and bait should be left exposed as long as there is evidence that the animals are eating the bait (up to six weeks).

17. TASK AND FREQUENCY:

a. Inspections and treatments as warranted are to be provided on a biweekly, or semi-annual basis as specified below:

(1) Biweekly – Domiciliary Kitchen, Building 160 Canteen Kitchen, Building 200 Food Prep Area, Building 162

(2) Semi-annually or as requested – Buildings 3, 5, 8, 13, 15, 17, 19, 20, 34, 35, 36, 37, 39, 40, 41, 42, 43, 44, 45, 46, 47, 69, 77, 116, 160, 162, 200, 201, 204, 205, 206, 207, 214

b. Additional treatment of the areas listed above and treatment of other areas of the medical center will be provided when deemed necessary by the COR.

18. DESCRIPTION OF BUILDINGS:

18. LOCATION AND CONTACT INFORMATION

VA MOUNTAIN HOME

Corner of Lamont & Veterans Way Mountain Home, TN 37684

(423) 926-1171 ext.7889 0745-1630 Mon-Fri Annex 3 1612 Downtown West Blvd. Knoxville, TN 37919

(865) 545-4592 M-F 7:00 AM to 5:00 PM Mountain City VA Clinic 1141 Cold Springs Road Mountain City, TN 37683

(423) 727-3979 M-F 8:00 AM to 4:30 PM

William C.

Talent Outpatient Clinic 8033 Ray Mears Bvld. Knoxville, TN 37919

(865) 545-4592 Hours M-F 7:00 AM to 5:00 PM Dannie A. Carr Veterans Outpatient Clinic 1124 Blanton Drive, Sevier County Center Suite 100 Sevierville, TN 37862 (865)286-6950 Hours 0745-1630 Mon-Fri Rogersville 401 Scenic Drive, Suite 201 Rogersville, TN 37857

(423) 235-1471 M-F 8:00 AM to 4:30 PM

Knoxville Annex 1 1557 Downtown West Blvd. Knoxville, TN 37919

(865) 545-4592 M-F 8:00 AM to 4:30 PM Morristown VA Clinic 226 Euclid Avenue Suite A Morristown, TN 37813

(423) 586-9100 M-F 7:45-4:30 Jonesville VA Clinic 32613 Wilderness Road, Suite 101 Jonesville, VA 24263

(276) 346-2595 Hours 0930-1500 Tues, Wed, Thurs

Knoxville Annex 2 1521 Downtown West Blvd. Knoxville, TN 37919

(865) 545-4592 M-F 8:00 AM to 4:30 PM Campbell Co. VA Clinic 130 Independence Lane Suite 300 Lafollette, TN 37766

(423) 563-7666 0745-1630 Mon-Fri Bristol VA Clinic 3130 Lee Highway, Preston Square Suite 201 Bristol, VA 24202 Phone: (276) 645-4520 Hours 0745-1630 Mon-Fri

Norton VA Clinic 654 Highway 58 East Norton, VA 24273

(276) 679-8010 Hours 0800-1630 Mon-Fri Marion VA Clinic 1583 B North Main Street Marion, VA 24354

(276) 783-2126 Hours 0745-1630 Tues, Wed, Fri

Vansant VA Clinic 1941 Lover’s Gap Lane, Suite A Vansant, VA 24656

(276) 597-2305 Hours 0930-1430 Mon and Wed

19. CONTRACTOR PERSONNEL BADGES AND PARKING:

1. While on VA premises, all contractor personnel shall comply with the rules, regulations, and procedures governing the conduct of personnel and the operation of the facility.

2. It is the responsibility of the contractor’s personnel to park in the appropriate designated parking areas.

3. James H. Quillen VAMC does not validate or make reimbursement for parking violations.

20. IT SECURITY: The Certification and Accreditation requirements do not apply, and a Security Accreditation Package is not required.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

SERVICE 12 MONTHS

Contract Period: Base POP Begin: 03-17-2024 POP End: 03-16-2025 PRINCIPAL NAICS CODE: 561710 - Exterminating and Pest Control Services PRODUCT/SERVICE CODE: S207 - Housekeeping - Insect/Rodent Control

K-9 INSPECTIONS JHQ VAMC

POP Begin: 03-17-2024 POP End: 03-16-2025

K-9 INSPECTIONS CBOCS

POP Begin: 03-17-2024 POP End: 03-16-2025

HEAT TREAT

POP Begin: 03-17-2024 POP End: 03-16-2025

TERMITE TREATMENT

POP Begin: 03-17-2024 POP End: 03-16-2025

SERVICE 12 MONTHS

Contract Period: Option 1 POP Begin: 03-17-2025 POP End: 03-16-2026

K-9 INSPECTIONS JHQ VAMC

POP Begin: 03-17-2025 POP End: 03-16-2026

K-9 INSPECTIONS CBOCS

POP Begin: 03-17-2025 POP End: 03-16-2026

HEAT TREAT

POP Begin: 03-17-2025 POP End: 03-16-2026

TERMITE TREATMENT

POP Begin: 03-17-2025 POP End: 03-16-2026

SERVICE 12 MONTHS

Contract Period: Option 2 POP Begin: 03-17-2026 POP End: 03-16-2027

K-9 INSPECTIONS JHQ VAMC

POP Begin: 03-17-2026 POP End: 03-16-2027

K-9 INSPECTIONS CBOCS

POP Begin: 03-17-2026 POP End: 03-16-2027

HEAT TREAT

POP Begin: 03-17-2026 POP End: 03-16-2027

TERMITE TREATMENT

POP Begin: 03-17-2026 POP End: 03-16-2027

SERVICE 12 MONTHS

Contract Period: Option 3 POP Begin: 03-17-2027 POP End: 03-16-2028

K-9 INSPECTIONS JHQ VAMC

POP Begin: 03-17-2027 POP End: 03-16-2028

K-9 INSPECTIONS CBOCS

POP Begin: 03-17-2027 POP End: 03-16-2028

HEAT TREAT

POP Begin: 03-17-2027 POP End: 03-16-2028

TERMITE TREATMENT

POP Begin: 03-17-2027 POP End: 03-16-2028

SERVICE 12 MONTHS

Contract Period: Option 4 POP Begin: 03-17-2028 POP End: 03-16-2029

K-9 INSPECTIONS JHQ VAMC

POP Begin: 03-17-2028 POP End: 03-16-2029

K-9 INSPECTIONS CBOCS

POP Begin: 03-17-2028 POP End: 03-16-2029

HEAT TREAT

POP Begin: 03-17-2028 POP End: 03-16-2029

TERMITE TREATMENT

POP Begin: 03-17-2028 POP End: 03-16-2029

B.4 DELIVERY SCHEDULE

12.00

5.00

8.00

7.00

1.00

12.00

5.00

8.00

7.00

1.00

12.00

5.00

8.00

7.00

1.00

12.00

5.00

8.00

7.00

1.00

12.00

5.00

8.00

7.00

1.00

Integrated Pest Management Services Performance Work Statement James H. Quillen VA Medical Center Mountain Home, TN

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (NOV 2021)

(a) Definitions. As used in this clause— Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures. (1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial products or commercial services, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of Clause)

C.3 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 03/17/2024 through 03/16/2029.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $150, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $244,750.00;

(2) Any order for a combination of items in excess of $500,000.00; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 30 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order.