36C25518Q9592-004.docx

36C25518Q9592

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

36C25518Q9592 10-18-2018 Murphy, Michael michael.murphy7@va.gov 913-946-1991 11-02 -2018 1500 (3:00 pm) 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 X X 561730 $7.5 Million X N/A X Department of Veteran Affairs Colmery-O'Neil VA Medical Center 2200 SW Gage Blvd Topeka KS 66622 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048

36C255 Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX 877-353-9791 512-460-5429 See CONTINUATION Page Provide Tree cutting and trimming services to the entire Colmery-O 'Neil VA Medical Center, Topeka

, KS

in accordance with the performance work statement.

A site visit will be conducted on October 26,2018 at 9:00 am CST.

Point of Contact will be Daniel Whiteman (785)350-3111 Ext. 53261 Responses to this RFQ are to be submitted electronically via email PDF to michael.murphy7@va.gov Please read and follow instructions 52.212-1 Instructions to Offerors.

See CONTINUATION Page X X X One(1) Michael Murphy Contracting Officer 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 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway

Leavenworth KS 66048

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

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

B.2 PRICE/COST SCHEDULE

TOTAL: $

B.3 STATEMENT OF WORK

STATEMENT OF WORK

1. General

a. Contractor shall be required to perform general tree pruning and removal services for the entire Colmery-O’Neil VAMC Facility.

2. Place of Performance

a. The work to be performed under this contract will be performed at the Colmery-O’Neil Medical Center located at:

2200 SW Gage Blvd.

Topeka, KS 66622.

3. Contract Period of Performance

a. This is a one-time service, and the contract will end upon completion of services.

4. Description of Services

a. The contractor shall provide tree cutting and tree removal service on site to include all equipment, labor, travel expenses and any other incidentals necessary to perform the required service.

5. Scope

a. Most of these trees have not been pruned from the time that they were planted when the hospital was being constructed and now have grown to typical full height and girth for each respective species. The intent of this pruning work and/or removal will be to retain the natural shape of the trees, while reducing them somewhat in size, allow more space between them and to raise the crown / limb up to allow for easier daily maintenance operations. Also, all unsafe, diseased, dying or dead trees shall be removed.

b. CERTIFIED ARBORIST / SITE MANAGER & TREE CREW (1). “Certified Arborist” shall serve as the “site manager” for this contract and will be provided by the Contractor for not less than eight (8) hours a day whenever work is being performed – other than trash and debris pick-up. The Certified Arborist must have not less than three (3) years’ experience as a direct supervisor of a commercial tree maintenance operation that included tree removal, pruning, and stump removal in industrial, commercial or public sites and must be certified by the Kansas Arborist Association. The Certified Arborist will ensure all pruning specifications are performed according to American National standards for tree pruning, insure contract work does not conflict with ceremonies and funerals, and insure employees are adequately supervised and proper conduct is maintained.

6. PERFORMANCE

a. The Contractor shall complete all services within a period of sixty (60) calendar days from start to finish (without exception). All services described in the Work Statement, including technical specifications, schedules, addenda, clauses, terms and conditions of the contract shall form the complete scope of work.

7. TREE PRUNING, REMOVAL

a. Pruning of all trees shall be accomplished under the direction and guidance of an Certified Arborist provided by the Contractor. All pruning will be performed according to the ‘Tree Pruning Guidelines’ developed by the ISA and the ‘Tree Maintenance and Safety Standards ‘(ANSI Z133.1 & ANSI A300) developed by the American National Standards Institute. These standards are the accepted standards of the tree care industry.

b. For deciduous hardwood trees, pruning will consist of the removal of any dead, dying, diseased or broken branches equal to or greater than 2” in diameter throughout the tree. Pruning will also include the removal of any crossing or rubbing branches, throughout the tree, removal of any low hanging branches that interfere with mowing or other hospital operations, the removal of overlapping growth between trees to allow for more space between trees and to reduce height somewhat when possible.

c. All wood chip particles and debris from the tree removal shall be cleaned up thoroughly and removed from the hospital daily. The Contractor shall take every precaution to prevent any falling branches or trees from damaging any property, structures or adjacent plant material.

d. The Contractor shall be responsible for repair and or replacement to any damaged turf, vehicles or other property.

e. The Contractor is responsible to ensure that all pruning cuts shall be made just outside the collar or shoulder ring (branch bark ridge/swollen trunk collar) close to parent stem so that healing can readily start under normal conditions.

f. The Contractor is responsible to ensure that when reducing the tree height and spread, he/she shall retain the natural shape of the tree by removing the entire lateral branches back to their point of origin.

g. The Contractor is responsible to ensure that all limbs two inches in diameter or over must be undercut to prevent tearing of the bark. All branches 3 1/2" in diameter or larger shall be lowered to the ground using proper lowering devices such as ropes.

h. The Contractor is responsible to ensure that all trees shall be pruned to retain the tree’s natural crown characteristics and growth patterns.

i. The Contractor is responsible to ensure that all trees shall have branches removed to permit the sufficient penetration of sunlight and circulation of air through the canopy in conjunction to the aesthetic appearance, natural crown characteristics and growth patterns of the tree. This process is also known as thinning.

j. The Contractor is responsible to ensure care when removing living and/or dead crossing or rubbing branches, where practicable, so the removal will not leave large holes in the canopy of the tree natural crown characteristics and growth patterns of the tree.

k. The Contractor is responsible to ensure that, when pruning trees known to be diseased or susceptible to diseases, tools are disinfected with alcohol after each cut and between trees, where there is known to be danger of transmitting the disease on the tools.

l. The Contractor is responsible for reporting to the COR all of the following conditions: when old scars are not healing properly; where callus growth is not already established; visible girdling roots, and when there are any structural weaknesses; decayed trunk or branches; and split crotches, or branch exists.

m. The following methods of pruning are NOT acceptable therefore, the contractor is responsible to ensure that these methods are never performed: topping, stubbing, de-horning, and pollarding. Equipment that may damage the tree bark or cambium layer should not be used on or in the tree. Unless removing the tree altogether, the Contractor is not permitted to use climbing spikes or spurs to climb any live tree scheduled for pruning.

n. The Contractor is responsible to ensure that in lifting the bottom branches of the trees for under clearance, care shall be given to symmetrical appearance, aesthetic appearance, natural crown characteristics and growth patterns of the trees.

o. In general, the Contractor shall ensure when reducing the size of a tree and with respect to retaining the tree’s natural crown characteristics and patterns, not more than 1/4 of the total area shall be reduced at a single operation.

8. UTILITY LINES COMPLIANCE:

a. Where pruning, stump grinding, or tree removal conflicts with existing utility service lines (above or below ground), hospital personnel and the appropriate utility company shall be notified by the Contractor. The Contractor shall obtain all necessary permits and cooperate with the utility company to avoid any damage or liability.

9. SAFETY:

a. All equipment to be used and work to be performed will be in full compliance with the most current revision of the American National Standards Institute Z-133.1-2000 and A300-1995. These guidelines provide safety standards for workers engaged in pruning, repairing, maintaining or removing trees. Tree care personnel will be sure not to position equipment that blocks any roads or walkways unless prior arrangements have been made with the COR. Tree care personnel will also make sure to provide adequate barricades, flag person, signs and or warning devices during the performance of tree work.

10. DEBRIS & WASTE REMOVAL:

a. Removal of debris and waste away from the hospital grounds shall be the responsibility of the Contractor. At the end of each day, the Contractor will remove all tree limbs, dead branches, bush / shrub / hedge clippings and other debris from the cemetery site resulting from the work. The Contractor shall ensure at all times that debris and waste generated by the Contractor is kept clear of vehicular and pedestrian traffic throughout the site. NOTE: The Government will not provide receptacle(s) for disposal of debris related to this contract.

11. COMMUNICATION & COORDINATION OF WORK WITH COR:

a. Contractor shall participate in regular meetings with Government personnel and other Contractors at the cemetery to coordinate contract work schedules and contract related issues. Communication with the POC is strongly encouraged. Notwithstanding the Contractors responsibility for total management during the performance of this contract, the administration of the contract will require maximum coordination between the Government and the Contractor. The Government shall provide, at the time of contract award, a list of Government personnel authorized to act as Contracting Officer’s Representatives.

b. Meetings:

(1). Unless otherwise agreed, the Contractor shall meet with the COR / Grounds Foreman at the end of each day to determine the work accomplished and to coordinate the following day’s schedule. Daily meetings are also an opportunity for the Contractor to communicate, ask questions and ensure he/she understands the off-limit areas, which may vary, depending on the event.

(2). The Site Manager shall coordinate with the POC a work schedule to ensure that no work is being performed at the site of a scheduled construction job or ceremony. Work will be assigned throughout the facility Complex so that productive use of labor and equipment is assured, and downtime is avoided.

(3). If the Contractor fails to re-direct employees away from an event in a timely fashion, the POC may then do so. In addition to meeting with the POC, the Contractor may be required to attend meeting(s) with other Government personnel.

12. Work Environment:

a. All work under this service contract will be performed primarily outdoors and personnel performing the services will be exposed to wind, sun, cold, dampness, frost, fog and rain. These conditions, may, at times, be extreme and dangerous.

b. The Contractor shall take all necessary precautions to protect its employees from the elements to the maximum practicable extent.

c. In the event climate or weather conditions become unsuitable for work, the work shall resume as soon as conditions permit.

13. STANDARDS OF EMPLOYEE CONDUCT

a. Contractor and contractor personnel shall be required to adhere to the following standards of dress and conduct while performing work at the Colmery O’Neil V.A.M.C. These standards and regulations are enforceable under Title 38, U.S.C. Section 218.

b. Shall be fully clothed always, to include long slacks or pants and shirt, buttoned up from neck to waist. Clothing shall be clean each day. Any soiled clothing should be work-related that day. Tank tops as outer garments are prohibited. Shoes/boots will have no holes or loose soles. Steel-toed shoes will be required in accordance with OSHA. Contractor employees will maintain personal hygiene.

c. Shall not engage in loud or boisterous behavior or use profane or abusive language.

d. Shall not drink alcoholic beverages while in the work area. Use of intoxicating beverages/foods and/or drugs is strictly prohibited.

e. SMOKING is not permitted in any buildings within the hospital. This restriction includes offices, restrooms, stairwells, entrances, exits or any other public area.

14. USE OF FACILITIES

a. The Government shall not be responsible for any loss, damage, or theft of contractor items, nor shall free telephone service be provided. Contractor shall be responsible for acceptable standards of housekeeping and custodial maintenance of Department of Veterans Affair’s facilities used by contractor's employees.

b. Contractor employees may park privately owned vehicles in the area designated for parking by the Contracting Officer Representative.

c. There are no available buildings or storage areas at the hospital site for the Contractor to store supplies and/or equipment. All Contractor supplies, materials and equipment brought on site necessary for contract performance shall be removed from the premises at the end of each workday.

d. The contractor will be responsible for safely handling any chemicals, pesticides, herbicides, cleaning solutions, etc. in accordance with manufacturers recommendations. An MSDS (Material Safety Data Sheet) is required for all chemicals, pesticides, herbicides and cleaning solutions.

15. INSURANCE & EVIDENCE OF COVERAGE

a. Prior to commencing work under this contract, the Contractor shall furnish to the Contracting Officer a “Certificate of Insurance” indicating the kinds and types coverage specified in this Section and as elsewhere provided in this contract.

b. The insurance certificate shall also contain an endorsement to the effect that cancellation of any material change in the policies which adversely affect the interests of the Government in such insurance shall not be effective unless a 30-day advance written notice of cancellation or change is furnished to the Contracting Officer.

c. Workmen's Compensation: The Contractor agrees to procure and maintain for the contract period, Workmen's Compensation and employers Public Liability Insurance in accordance with the laws of the State of Kansas. The policy shall provide coverage for Public Liability limits of not less than statutory limitations if more than one person is involved.

d. Liability & Indemnification: The Contractor shall take all necessary precautions to prevent damage to structures during execution of this contract. The Contractor shall be charged current replacement costs for property damaged because of actions by Contractor personnel.

e. It is agreed and understood that there is no limitation on the Contractor’s liability. In no event shall the Government indemnify and hold harmless the Contractor from any and all damages, expenses or harm incurred by the Contractor, or from any and all damages, expenses, or claims, which may arise from third party claims.

f. The Department of Veterans Affairs, shall indemnify and hold harmless the Contractor from and against all claims, demands, damages, liabilities or causes of action resulting from the negligent acts or omissions of the Department, its agents, and employees, acting within the scope of their Federal employment, arising from the performance of this contract.

g. Contractors shall provide proof of insurance, licenses and permits required for contract performance at the time of receipt of notification of contract award.

16. CONTRACTOR'S RESPONSIBILITIES

a. The Contractor shall obtain all necessary licenses and permits necessary to perform the work involved and will take all precautions necessary to protect persons and property from injury or damage during the performance of this contract. Contractor is responsible for any injury or damage during the performance of this contract including injury to himself/herself, his/her employees, or others.

b. The Contractor shall be liable for any damage to personal or public property that occurs during the performance of this contract that is caused by him/her or his/her employees' fault or negligence. Contractors shall be responsible for replacement of any structure, to include: turf, curb, road pavement, or marker, valve boxes, control markers, sprinkler heads, which is chipped, marred, damaged and/or ruined at the fault of the Contractor shall bear all costs associated with replacement and reinstallation. Any such damage shall be brought to the immediate attention of the appointed "POC" prior to repair/replacement/installation. Contractor shall obtain guidance from contracting officer or their representative'/e on the use of heavy equipment that will be used to prune the trees throughout the facility.

c. The Contractor shall be responsible for cleaning any structure that is soiled or stained as a result of contractor's performance. The Contractor shall wash-down with water all soiled or stained structures and grounds at the end of each workday. No chemicals are to be used at any time on Government property. The Contractor shall bear all costs associated with washing and cleaning. Any such washing/cleaning shall be brought to the immediate attention of the "POC" prior to washing/cleaning.

d. The Contractor shall maintain personal liability and property damage insurance prescribed by the laws of the State of Kansas.

e. Adequate warning devices, barricades, guards, flagmen or other necessary precautions shall be provided by the Contractor for the protection, safety, and warnings all pedestrians and vehicular traffic within the area.

17. SUPERVISION

a. The Contractor is responsible for maintaining satisfactory standards of personnel conduct and work performance.

b. The Contractor shall remove employees for cause, to include, but not limited to, misconduct in performance of duty under these specifications and/or conduct contrary to the best interests of the Government.

c. The Contractor shall also be responsible for training and safety precautions for contractor employees performing work under these specifications. OSHA standards shall be observed by the Contractor in all work performed. Appropriate safety equipment shall be furnished by the Contractor to contractor personnel and shall be used as prescribed by OSHA standards, including hard hats, safety shoes, safety glasses, and hearing protection devices.

18. SPECIAL CONTRACT REQUIREMENTS

a. SITE MANAGER

(1) The Contractor shall provide an English speaking “Site Manager” who will be responsible for the following:

(2) Directing, overseeing and coordinating the work involved.

(3) Notwithstanding the Contractors responsibility for total management during the performance of this contract, the administration of the contract will require maximum coordination between the Government and the Contractor. The Government shall provide, at the time of contract award, a list of Government personnel authorized to act as Contracting Officer's Representatives.

19. Contract Administration Data

a. All contract administration functions will be retained by the Department of Veterans Affairs. The Contracting Officer will be 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 will be authorized to make commitments or issue changes that 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 unauthorized and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof.

20. Contracting Officer’s Representative

a. Pursuant to VAAR Provision 852.270-1, Representatives of Contracting Officer, the designated representative for this contract is Paul Greene.

21. Acronyms and Definitions

a. CDR: Contract Discrepancy Report. Report issued by the Government to the contractor to document a supply or service found to be unacceptable during contract performance.

b. CLIN: Contract Line Item Number. Unit of work (or service) to be performed (or delivered) by the contractor as a pay item.

c. CO: Contracting Officer. A person with the authority to enter into, administer, and/or terminate contracts and make related determinations and findings.

d. POC: Point of Contact. The Governments representative that the contractor will communicate with for all actions under this contract.

e. QA: Quality Assurance. Actions taken by the government to assure contracted services meet PWS requirements.

f. QASP: Quality Assurance Surveillance Plan. A written document specifying the method used for surveillance of contractor performance.

22. Personnel

a. Non-Personal Services

(1) This is a non-personal services contract. Personnel rendering services under this contract are not subject either by the contract’s terms or by the manner of its administration, to the supervision and control usually prevailing in relationships between the government and its employees. The Government shall not exercise any supervision or control over the contract service providers performing services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn, is responsible to the Government.

b. Contractor Compliance with the Immigration and Nationality Act of 1952

(1) The Contractor shall comply with any and all legal provisions contained in the Immigration and Nationality Act of 1952, As Amended; its related laws and regulations that are enforced by Homeland Security, Immigration and Customs Enforcement and the U.S Department of Labor as these may relate to non-immigrant foreign nationals working under contract or subcontract for the Contractor while providing services to Department of Veterans Affairs patient referrals.

23. Hours of Operations

a. Business hours for the VAMC follow:

(1) Administrative hours: Monday through Friday, 8:00 a.m. - 4:30 p.m.

(2) National Holidays: The 10 holidays observed by the Federal Government are:

(3) New Year’s Day;

(4) Martin Luther King’s Birthday;

(5) Presidents Day;

(6) Memorial Day;

(7) Independence Day;

(8) Labor Day;

(9) Columbus Day;

(10) Veterans Day;

(11) Thanksgiving;

(12) Christmas; and

(13) Any other day specifically declared by the President of the United States to be a national holiday.

(14) Off-Duty hours: Friday through Monday, 4:30 p.m. - 8:00 a.m.; Monday through Thursday, 4:30 pm – 8:00 am.

24. Quality Control

a. CONTRACT PERFORMANCE MONITORING. The COR may perform surveillance of services by any of the methods listed below:

(1) Observing actual performance;

(2) Inspecting the services to determine if the performance meets the performance standards; and

(3) Review of any other appropriate records.

b. When unacceptable performance occurs, the COR shall inform the Contractor and the Contracting Officer. 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 provider program manager. The Contractor Provider shall acknowledge receipt of the CDR in writing. The CDR will specify if the Contractor Provider is required to prepare a corrective action plan to document how the Contractor Provider shall correct the unacceptable performance and avoid a recurrence. The CDR will also state how long after receipt the Contractor Provider has to present this corrective action plan to the COR. The Government shall review the Contractor Provider corrective action plan to determine acceptability. Any CDRs may become a part of the supporting documentation for any contractual action deemed necessary by the Contracting Officer.

c. Pursuant to VAAR Provision 852.270-1, Representatives of Contracting Officer representative(s); The Government shall periodically evaluate the Contractor Provider performance by appointing a Contracting Officers Representative (COR) to monitor performance to ensure services are received. The Government representative(s) shall evaluate the Contractor Provider performance through inspections of observations, inspection of services or any other form of documentation and all complaints from VA personnel. The Government may inspect as each task is completed or increase the number of quality assurance inspections if deemed appropriate because of repeated failures or because of repeated customer complaints. Likewise, the Government may decrease the number of quality assurance inspections if performance dictates. The Government Contracting Officer shall make final determination of the validity of customer complaint(s).

d. If any of the services do not conform to contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by re-performance, the Government may require the Contractor Provider to take necessary action to ensure that future performance conforms to contract requirements at no additional cost to the Government.

25. Contract Security

a. “The C&A requirements do not apply and a Security Accreditation Package is not required”.

36C25518Q9592

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the…