36C25219Q0395-001.docx

36C25219Q0395

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.

DUNS:

DUNS+4:

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. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C25219Q0395 02-26-2019

ST. ONGE,DONALD

224-610-3680 03-21-2019

10:00AM EST

36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S. 84th Street, Suite 101 Milwaukee WI 53214-1476 X X 561730 $7.5 Million X N/A X 36C252 Department of Veterans Affairs Jesse Brown VA Medical Center 820 S. Damen Ave.

Chicago IL 60612-3728 36C252 Department of Veterans Affairs

GLAC-NORTH CHICAGO IL

3001 Green Bay Road Building 1, Room 326 North Chicago IL 60064-3048

Department of Veterans Affairs Financial Services Center PO Box 149971 Austin TX 78714-9971 877-353-9791 512-460-5540 See CONTINUATION Page Contractor to provide landscaping services at the Jesse Brown VA Medical Center in Chicago, IL in accordance with the Statement of Work. See Continuation Page. The latest DOL Wage Determination (#15-5017 Revision 11, dated 12/26/2018) shall apply to any contract resulting from this solicitation.

See CONTINUATION Page X X X

DONALD ST. ONGE

Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

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

b. GOVERNMENT: Donald St. Onge, Contracting Officer (0069D)

DEPARTMENT OF VETERANS AFFAIRS

GREAT LAKES ACQUISITION CENTER

3001 Green Bay Road Building 1, Room 326 North Chicago, IL 60064-3048

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

52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Jul. 2013)

3. INVOICES: Invoices shall be submitted MONTHLY in arrears in accordance with:

In order to comply with the Improper Payment Elimination and Recovery Act of 2010 (IPERA), the VA has mandated electronic invoice submission to the Veterans Affairs Financial Services Center (VAFSC). VAFSC has partnered with Tungsten Corporation e-Invoicing network, for submissions of all electronic invoices to VA. Tungsten Network electronic invoicing is free to all VA vendors. In order to submit electronic invoices, all VA vendors must register with Tungsten Network by submitting an email to Tungsten Network VA.Registration@tungsten-network.com or calling 1-877-752-0900 option 2 for Enrollment.

Contractor shall submit an electronic invoice by the tenth (10th) of the following month services were performed to the Veterans Affairs Financial Services Center (VAFSC) e-Invoice through the website at https://portal.ob10.com/Login.aspx. For questions regarding the submission of VA electronic invoices, Tungsten Network customer service may be contacted at 1-877-489-6135.

The invoice sent to Tungsten Network shall reference the vendor name and address, customer name, contract number, appropriate obligation/funding order number, description of services provided, unit price, quantity, the extended price, and the total invoice cost. Invoices shall also include any payment discount terms.

For questions regarding invoice receipt or payment, please call VAFSC directly at 1-877-353-9791 or email vafsccshd@va.gov. Payments shall be made monthly in arrears upon receipt of a properly prepared invoice.

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

AMENDMENT NO DATE

Offers may be submitted by email (preferred) to donald.st.onge@va.gov or mailed to the address in block B.1b above. A signed and dated 1449 must be included along with all other information requested herein by the due date and time. Offers must be received by the date and time specified in Block 8. CONTRACTOR SHALL SUBMIT ADDITIONAL INFORMATION AS REQUIRED IN ADDENDUM TO FAR 52.212-1 PAGES 45-48 INSTRUCTIONS TO OFFERORS ---COMMERCIAL ITEMS AND GENERAL INSTRUCTIONS TO OFFERORS AT PAGES 49-50 IN ORDER TO BE GIVEN FULL CONSIDERATION FOR AWARD. CAUTION - LATE Submissions, Modifications, and Withdrawals: See provision 52.212-1. All offers are subject to all terms and conditions of this solicitation.

SITE VISIT

SITE VISIT WILL BE HELD ON WEDNESDAY, MARCH 6, 2019 AT 8:30 AM CST. OFFERORS SHOULD ATTEND TO FULLY UNDERSTAND THE NATURE OF THE WORK AND THE CONDITIONS UNDER WHICH THE WORK IS TO BE PERFORMED. FAILURE TO ATTEND THE SITE VISIT WILL NOT RELIEVE THE SUCCESSFUL OFFEROR FROM COMPLETING THE WORK IN STRICT ACCORDANCE WITH THE TRUE INTENT AND MEANING OF THE SPECIFICATIONS.

OFFERORS SHALL NOTIFY DONALD ST. ONGE VIA DONALD.ST.ONGE@VA.GOV NO LATER THAN MONDAY, MARCH 4, 2019 AT 1:00 PM CST OF THEIR INTENT TO ATTEND SITE VISIT AT JESSE BROWN VA MEDICAL CENTER IN CHICAGO, IL.

SPECIAL NOTE

In order to maintain integrity of this solicitation and subsequent award date, all offerors are advised that any questions must be submitted in written form via e-mail to donald.st.onge@va.gov or via fax to (224) 610-3269 to the Administrating Contracting Specialist and shall be received no later than 10 days before Offerors’ Due Date.

Proposals will be considered only from offerors who are regularly established in the business called for, who are financially responsible, and able to show evidence of their reliability, ability, experience, facilities and personnel directly employed by them to render prompt and satisfactory service.

TYPE OF SOLICITATION

This Request for Quote (RFQ) solicitation is issued under the authority of FAR Part 12 Acquisition of Commercial Items in conjunction with the policies and procedures listed in FAR Part 13; Simplified Acquisition Procedures. The procedures in Part 12 and Part 13 allow the Government to procure services and supplies resembling those in the commercial marketplace and by using simplified procedures.

BASIS OF AWARD

Award will be made to the offeror with the lowest price technically acceptable quotation.

TYPE OF CONTRACT

VA anticipates award of a negotiated Firm Fixed Price contract based on the contents of this solicitation. This contract is subject to availability of VA funds. The successful 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.

CONTRACT ADMINISTRATION

The Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitment or issue changes that will affect price, quantity or quality of performance of this contract. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred thereof.

SECURITY & PRIVACY CONTROL

The Certification & Accreditation requirements of VHA Handbook 6500.6 do not apply to this requirement; therefore, a Security Accreditation Package is not required.

B.2 PRICE/COST SCHEDULE

BASE YEAR: APRIL 1, 2019 THROUGH MARCH 31, 2020

PRICE

TOTAL PRICE

MO

TOTAL BASE YEAR COST: $_____________

OPTION YEAR ONE: APRIL 1, 2020 THROUGH MARCH 31, 2021

PRICE

TOTAL PRICE

MO

TOTAL OPTION YEAR ONE COST: $_____________

GRAND TOTAL BASE AND OPTION YEAR COST: $_________________

B.3 STATEMENT OF WORK

1. Scope: The contractor shall provide all labor, travel, materials, protective clothing, supervision, and the necessary equipment to provide landscaping services at the Jesse Brown VA Medical Center (JBVAMC) in Chicago, IL. Contractor shall maintain all ground areas as listed in Attachment A (approximately 61,291 total square feet).

2. Specific Tasks/Deliverables

a. Task1: Services for the month of April will consist of:

b. Task 2: Services for the months of May through October consist of:

Plant and maintain spring flowers (see Attachment B)

Plant and maintain summer flowers after spring bloom is spent (see Attachments A and C)

c. Task 3: Services for the month of November will consist of:

3. Hours of Operation.

Normal hours of coverage are Monday through Friday from 8:00 am to 4:30 pm CST, excluding holidays. All service/repairs will be performed during normal hours of coverage unless requested or approved by the Contracting Officer’s Representative (COR) or designee.

And any other day specifically designated as a national holiday by the President of the United States.

4. Place of Performance.

Jesse Brown VA Medical Center 820 S. Damen Ave Chicago, IL 60612-3728

5. Period of Performance.

Base Year: April 1, 2019 through March 31, 20120 Option Year 1: April 1, 2020 through March 31, 2021

6. General Instructions.

a. All ground areas depicted on Attachment A are to be maintained under this contract.

b. Contractor shall perform services listed above in a professional manner, in accordance with standard horticultural practices as outlined by the Illinois Landscape Contractors Association, the Professional Grounds Management Society, and the Associated Landscape Contractors of America.

c. Plant types may be substituted with the prior approval of the COR at no additional cost.

d. Contractor personnel shall be uniformed in order to present a neat professional appearance. They shall be properly trained, experienced, and skilled for their respective duties.

e. Contractor shall use slow release fertilizer applied using a granular at a rate of approximately one pound of nitrogen per thousand square feet per application (1:1000). All fertilizer and/or chemicals or products used during the performance of this contract must meet all applicable local, state, federal, VA, EPA, OSHA and industry standards.

f. Contractor shall use broadleaf weed control at the rate of three pints per acre (3:1) and a pre-emergent crab grass control horticultural at recommended rate.

g. Contractor shall only use chemicals that are approved by the Environmental Protection Agency (EPA) and are considered to be safe and effective. Material Safety Data Sheet must be provided by the Contractor to the COR prior to commencement of any services.

h. In accordance with state laws and EPA regulations, all restricted pesticides must be applied by a licensed applicator. Contractor must be licensed by the State of Illinois as an authorized spray applicator and spray operator. Copy of the Contractor’s license shall be provided with this signed proposal.

i. The product, timing, and rate of all of applications will be adjusted to meet the needs of the grasses and plant in conjunction with horticultural recommendations, weather and government regulations. Contractor may use appropriate growth regulators to assist in maintaining a more manicured landscape.

j. Written notification will be provided to the COR or designee at the job site after each chemical application. The above shall be accomplished in accordance with the Conformance Standards. Contractor shall be responsible to take all necessary precautions as required by law.

k. The contractor shall not liable for damage caused by vandalism (unless committed by contractor’s personnel), storm, insects, disease and other causes beyond contractor’s control. Contractor can and will however be responsible for any damage which may be caused by the work or negligent acts performed by the contractor under this contract. The contractor shall immediately notify the COR of any such damage caused by the Contractor or any of its employees and will repair and/or replace damaged areas or structures to the satisfaction of the COR. Repairs shall be done at no additional cost to the government.

l. Dead or damaged tree or bush branches shall be cut off, removed and properly disposed of away from the JBVAMC grounds as well as any fallen trees or dead bushes.

m. Watering of turf areas, bushes, trees, and other plant material(s) is not included in this contract and will be the sole responsibility of the VA. Contractor may give recommendations for watering, to promote a healthy landscape.

n. Mowers shall be kept sharp and in good condition at all times during the mowing season. The grass blades shall be cut cleanly. Turf shall be cut evenly so that no ridges remain in the finished cut. The direction of mowing shall be alternated so as to minimize ruts and matting. Appropriate mowing equipment and patterns will be employed to permit recycling of clipping where possible. Excess clippings shall be removed from the site. Contractor and COR will anticipate drought conditions and will use their discretion as to frequencies of mowing to any non-irrigated turf areas during periods of slow growth. Contractor shall provide written notification to the COR if this should occur.

o. Paper and other debris will be picked up prior to each mowing.

p. All landscape related debris, which accumulates due to work performed by contractor, shall be removed off campus by contractor at their expense. Contractor will not use VA disposal containers.

q. Mowing height in Spring/Summer shall be set at two and one-half inches (2-1/2”) to encourage a deeper root system. A deeply rooted lawn is more efficient in obtaining water and nutrients and is more drought tolerant and weed resistant.

r. Mowing height for the last cutting of the contract period shall be lowered to one and one-half (1-1/2”). This is done in preparation for winter and will discourage turf diseases that can form if tall grass is matted down by snow.

s. Contractor shall make every effort to monitor insects and disease throughout the growing season. If pesticide or fungicide applications are necessary in order to control insects and/or diseases, contractor will notify the COR of the recommended additional treatment and the additional cost. A separate purchase order will be issued if the service and proposal are acceptable to the VA. The above services shall not be performed without the prior written approval of the CO.

t. Contractor shall set a high standard of quality and professionalism. Every aspect of this maintenance program is planned and shall be carefully performed in order to achieve the maximum visual impact. Contractor’s staff horticulturist shall make approximately 10 to 16 periodic on-site inspections throughout the season to monitor services being provided and make recommendations for flowers and flower arrangements in a written report. When required by VA, a written report will be generated by the contractor and given to the COR or designee. With these on-site inspections, contractor will instruct their employees in proper horticultural procedures and may use photographic and video equipment on VA property. This will enable the contractor to review areas of concern with employees. The contractor may not use the photographs and/or videos for promotional purpose or for any type of marketing or advertising as further defined herein. VA will indicate, upon award, if there are any other restrictions that apply.

u. Planting of bulbs in several beds for seasonal blooms shall be coordinated with COR.

v. If there are any services not listed herein that the contractor believes are necessary to maintain the landscape, the contractor should submit a written proposal to the COR for approval by the CO before any work is done. Any services performed without the prior written approval of the Contracting Officer, will be provided at no additional cost to the government. A separate purchase order will be issued if the service and proposal are acceptable to the VA.

w. Contractor shall make every effort to perform the said services without inconveniencing the VA. Weekly services shall be performed on the same day(s) of each week. However, in the event of holiday, rain or other factors, the contractor may need to reschedule to another day. This should usually be the following workday. If not, the contractor shall verbally notify the COR.

x. Upon arrival at JBVAMC, contractor personnel shall check in with the COR at Room 3295, Engineering Services, or as otherwise directed by the COR. Upon completion of service, a report with a description of work performed shall be provided to the COR.

7. Performance Monitoring.

Contractor service requirements are summarized into the below performance objectives. The performance thresholds briefly describe the minimum acceptable levels of service required. Performance Monitoring can be accomplished through Direct Observation, Periodic Inspection, or a combination of both.

8g

No violations reported during the contract period. All standards have been met.

a. Direct Observation-(Can be performed periodically or through 100% surveillance.)

b. Periodic Inspection-(Evaluates outcomes on a periodic basis. Inspections may be scheduled [Daily, Weekly, Monthly, Quarterly, or annually] or unscheduled, as required.)

1) ACCEPTABLE PERFORMANCE

The Government shall document positive performance. Any report may become a part of the supporting documentation for any contractual action.

2) UNACCEPTABLE PERFORMANCE

When unacceptable performance occurs, the COR shall inform the contractor. This will normally be in writing unless circumstances necessitate verbal communication. In any case the COR shall document the discussion and place it in the COR file.

When the COR determines formal written communication is required, the COR shall prepare a Contract Discrepancy Report (CDR), and present it to the contractor's program manager.

The contractor shall acknowledge receipt of the CDR in writing. The CDR will specify if the contractor is required to prepare a corrective action plan to document how the contractor shall correct the unacceptable performance and avoid a recurrence. The CDR will also state how long after receipt the contractor has to present this corrective action plan to the COR. The Government shall review the contractor's corrective action plan to determine acceptability.

Any CDRs may become a part of the supporting documentation for any contractual action deemed necessary by the CO.

8. Security and General Requirements.

a. Vendor will not have access to VA Sensitive Information, patient records, or data.

b. Contractor personnel shall wear visible identification and company uniforms approved by the COR at all times while on the premises of the VA. Uniforms will present a neat and professional appearance. Open toed shoes, shirts or blouses which expose the shoulder or stomach, emblem hats, caps, or shirts (other than Contractor’s company name) are not deemed acceptable attire. The Contractor personnel shall be fully clothed at all times, to include an upper garment to cover the body from the waist to neck and long pants or slacks. Garments that have a message, slogan or printing of any kind other than the Contractor’s business attire is prohibited. Other clothing, in question, shall require written approval from the COR.

c. Smoking is prohibited inside any buildings at the VA. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

d. Contractor personnel shall not engage in loud or boisterous behavior; shall not use profane or abusive language, nor play radios and/or electronic games/devices; shall not smoke or chew any tobacco products at designated work areas during the performance of the contract. The COR has the right to request immediate replacement of any contractor employee who does not adhere to these requirements.

e. Contractor shall provide to the COR, prior to contract start date, Material Safety Data Sheets (MSDS) for all potentially hazardous materials (lubricants, cleaners, working fluids, etc.) to be used in the facility in performance of the contract, and will not use, in the facility, such materials, which have not been so cleared in advance with the VA. MSDSs for new chemicals shall be furnished concurrently with arrival of the chemicals on-site. Additionally, a copy of all required MSDSs will be maintained at all chemical storage sites in a location accessible to VA personnel.

1) OSHA requires used rags and flammable materials to be stored in fireproof containers. Contractor shall provide fireproof containers.

2) Protective clothing/equipment. All workers will wear and/or use protective clothing and gear when required. This includes hard hats, goggles, gloves, masks or breathing apparatus, etc. The contractor shall provide any protective equipment that may be required.

f. Contractor shall assign a supervisor who shall be directly responsible for the accomplishment of the work. The supervisor shall be physically present at the job site as necessary while required services are being performed.

g. While performing work under the provisions of this contract the Contractor’s employees must strictly observe the requirements of all applicable Department of Veterans Affairs, U.S. Department of Labor Occupational Safety and Health Administration, U.S. and Illinois Environmental Protection Agencies and VA Medical Center rules, regulations and policies.

h. Contractor is responsible for any parking fees associated with providing services under this contract. It is the responsibility of the contractor to park in appropriate designated parking areas. Information on parking is available from the VA Police Section or from the COR. The government will not invalidate or make reimbursement for parking violations of the contractor under any conditions.

i. All contractor personnel shall be fluent in the English language.

9. Protection of Government Property. The contractor shall take special care to protect Government property including but not limited to all exterior porches, turf, patio areas, walkways and pathways, vegetation and any government property where the services will be performed. Damage resulting from Contractor operations shall be repaired by the Contractor to the satisfaction of the COR, at no additional cost to the Government. Contractor shall be responsible to meet all OSHA/Safety requirements in the performance of the work. This shall include but not be limited to taking all the necessary precautions to protect the patients, visitors and/or staff at each location. Contractor shall be held responsible for any injuries and/or damage, which may be caused as a result of the Contractors failure to adhere to these requirements.

10. Government-Furnished Equipment (GFE) / Government-Furnished Information. None.

11. Health and Human Services/Office of Inspector General (HHS/OIG). To ensure that the individuals providing services under the contract have not engaged in fraud or abuse regarding Sections 1128 and 1128A of the Social Security Act regarding federal health care programs, the contractor is required to check the HHS/OIG, List of Excluded Individuals/Entities on the OIG Website (www.hhs.gov/oig) for each person providing services under this contract. Further the Contractor is required to certify in its proposal that all persons listed in the contractor’s proposal have been compared against the OIG list and are NOT listed. During the performance of this contract the Contractor is prohibited from using any individual or business listed on the List of Excluded Individuals/Entities.

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 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

C.3 52.217-8 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.4 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 two (2) years and six (6) months.

(End of Clause)

C.5 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran-owned small business concern or SDVSOB”:

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more…