36C25519Q0264-001.docx

36C25519Q0264

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

36C25519Q0264 Juszczak, Janie janie.juszczak@va.gov 913-946-1966 05-15-2019 4:00pm CST 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 X X 561710 $11 Million X N/A X Department of Veteran Affairs Dwight D. Eisenhower VA Medical Center 4101 S. 4th Street Leavenworth KS 66048 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 To establish a commercial requirements contract for firm fixed price orders with a base year and four option periods to be exercised at the discretion of the Contracting Officer to perform integrated pest control services at the Dwight D. Eisenhower, Leavenworth, KS VAMC.

See continuations:

B.2 Schedule of Services and Price and B.3 Statement of Work Section D: Pest Control Schedule and Wage Determination Section E: ADDENDUM to 52.212-1: Instructions to Offerors See CONTINUATION Page X X

1(ONE)

Janie Juszczak Contracting Officer Table of Contents

B.3 STATEMENT OF WORK…………………………………………………………………….8

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 Janie Juszczak 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 SCHEDULE OF SERVICES AND PRICE

Base Year: 06/01/2019 thru 05/30/2020

(Estimated)

(Estimated)

Option Year 1: 06/01/2020 thru 05/30/2021

(Estimated)

(Estimated)

Option Year 2: 06/01/2021 thru 05/30/2022

(Estimated)

(Estimated)

Option Year 3: 06/01/2022 thru 05/30/2023

(Estimated)

(Estimated)

Option Year 4: 06/01/2023 thru 05/30/2024

(Estimated)

(Estimated)

Grand Total of Base and Option Years: $___________________________

B.3 STATEMENT OF WORK

GENERAL

The Contractor shall provide all supplies, materials, equipment, labor, supervision, management and transportation to perform all tasks as identified below and in the attached Area Treatment/Frequency Chart (See Exhibit 1). All work will be performed in accordance with the guidelines established by Federal, State and local ordinances and as shown in the National Pest Control Association's Good Practice Statements. The contractor's filed service employee shall wear visible identification at all times while on the premises of the VA Medical Center. It is the responsibility of the contractor to park in the appropriate designated parking areas. Information on parking is available from the VA Police. The VA Medical Center will not invalidate or make reimbursement for parking violations of the contractor under any conditions. Smoking is prohibited inside any buildings of the VA Medical Center. 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 Unites States (Federal) District Court, not a local district, state, or municipal court.

SCHEDULING:

a. The Area Treatment/Frequency Chart (Exhibit 1) and the indicated time frames shall be the minimum basis for the scheduling of pest management tasks. The Contractor shall provide the work scheduling of when services will be performed based on information contained in Exhibit 1 and submit schedule to the Environmental Management Service designee, who will be functioning as the Contracting Officers Technical Representative (COR), no later than the contract start date. Service shall be scheduled so that each building and area of the Medical Center complex will receive pest control service a minimum of once per month or as indicated by Exhibit 1. Areas such as Nutrition & Food, Domiciliary and Canteen may require treatment and/or special treatment as often as once per week. Community Living Center will receive inspection/treatment of lockers twice per year in conjunction with cyclic cleaning of units (April/October). The contractor will coordinate this function with the bed cleaner and nurse manager. NOTE: Service includes roach kill applications to inner walls, and in new construction or renovated areas.

b. Pest management tasks shall be scheduled so as to be performed on definite appointed dates and in no event, shall the Contractor carry on work outside regular agreed upon working hours without prior approval of the Contracting Officer's Technical Representative.

c. In the event climate or weather conditions become unsuitable for work or may induce an environmental hazard, the entire work shall be rescheduled to a date and time satisfactory to the Contractor and the Contracting Officer's Technical Representative. Postponement will not reflect any penalties assessed to the Contractor, nor should there be any additional cost to the Government.

STANDARDS:

All Integrated Pest Management (IPM) tasks shall meet the guidelines as shown in National Pest Control Association's good practice statements.

TASKS: (All work pertains to the interior and exterior of designated buildings)

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

b. Recommending environmental sanitation practices that restrict or eliminate food, water, or harborage for pests.

c. Selection and utilization of non-chemical control methods that eliminate exclude or repels pests (i.e., insect electrocution devices, insect traps, caulking, air screens, etc.). Bug lights are to be emptied as needed.

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

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

f. Control of flying insect pests (i.e., housefly, stable fly, blowflies, etc.) Electric Fly Lights maintenance and bulb replacement cost are not to be included in bid. The VA will purchase and install the light bulbs.

g. Control of predatory pests (i.e., fleas, mites, ticks, bees, wasps, mosquitoes, scorpions, chiggers, etc.). Includes small picnic areas where tables are located.

h. Control of stored product pests (i.e., saw tooth grain beetle, red/confused flour beetles, trogoderma beetles, grain moth, etc.).

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

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

k. The Contractor will be required to inspect for all wood destroying organisms during scheduled inspections. When wood destroying organisms are found (termites, carpenter ants), the contractor will report the finding to the Contracting Officer's Technical Representative, who will take other actions, including separate contract action as warranted, to treat the infestation. COR reserves the right to accept bids from other vendors in these cases.

l. Control of other vertebra pests (i.e., squirrels, gophers, moles, skunks, snakes, rabbits, raccoons, etc.). Trapping and removal shall be price out in a separate Line Items and done on an as needed basis. This establishes a competitive firm fix price for COR consideration when taking other actions, including separate contract action, as warranted, to trap and remove vermin.

m. Control of pigeons, starlings, sparrows, and bats will be priced out on case by case basis. These measures are outside the scope of the FSS Contract. However, the COR can request the Vendor to submit an estimate to address a bird or bat problem on facility grounds. A separate PO will be generated to cover this action. COR reserves the right to accept bids from other vendors in these cases.

n. Room treatments for Bedbugs will be listed as a separate Line Item price and done on an as needed basis. A CLIN will be provided for both regular pest control spraying and another for heat treatment. This will establish a competitive firm fixed price for COR consideration when taking action on the infestations, including separate Contract action, as warranted, for Bedbug treatment.

VISITS:

a. Normal inspection and treatment of most buildings are to be made during regular Medical Center work hours of 8:00 am to 4:30 pm. However, there will be no application of insecticides during normal working hours for specific areas as outlined in Exhibit 1. Contractor will coordinate treatment of areas with appropriate personnel in advance so that individuals with special health needs can be reasonably accommodated. Whenever pesticides are used in a large-scale application, the Health and Safety Officer as well as employees will receive advance notice about the spraying.

b. Inspection and treatment of food areas, and specialized areas (i.e. Surgery, Nutrition and Food, Canteen, etc.) will be done during other than normal working hours as designated by the Contracting Officer's Technical Representative and outlined in Exhibit 1.

c. The Government estimates the Contractor will be required on station 3 times per week for a total of approximately 8 hours per week to perform routine inspections, maintain and perform the required services. If the contractor can provide the quality services utilizing fewer personnel hours, and accomplish all contract requirements, the contractor may utilize professional judgment in determining the personnel hours required to perform the contract functions. The contractor is still required to accomplish all work in accordance with the specifications.

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

CALL BACK REQUIREMENT:

Routine:

The Contractor shall within 12 hours after receipt of notification by the Contracting Officer or his/her representative, and at no additional charge to the Government, retreat previously treated areas when inadequate control (as per specifications) was obtained.

Emergency:

The Contractor shall within 4 hours after receipt of notification by the Contracting Officer or his/her representative, and at no additional charge to the Government, performs IPM Services to correct the emergent condition.

RESIDUAL TREATMENT:

a. During regular scheduled visits the Contractor shall apply a residual treatment for control of roaches in such a manner as to ensure all areas of the hospital complex are properly treated.

b. The Contractor will properly treat those areas from which complaints have been received.

c. Crack and crevice residual treatment technique of pesticides will be used in food preparation areas according to label instructions.

d. Formulations of pesticides and methods of application must be approved by the Contracting Officer's Technical Representative and comply with all Federal, State and local laws and regulations.

e. Contractor personnel shall utilize pesticides with as low volatility and as odor free as possible in patient occupied areas in order to keep odor levels from affecting patients.

RESTRICTION OF PEST CONTROL MATERIALS:

a. All rodenticides and/or traps shall be placed only at times and in areas approved by the Contracting Officer's Technical Representative and unused portions shall be recovered at the latest by a time limit approved by the Contracting Officer's Technical Representative. Contractor will provide Contracting Officer's Technical Representative with a map identifying the location of baits and traps. All traps/bait stations shall be dated.

b. The use of rodenticides shall be restricted to locations approved by the Contracting Officer's Technical Representative.

c. The Contractor will be required to furnish the Department of Veterans Affairs, prior to initial application of pesticides and rodent control chemicals, labels of chemicals to be used, trade Material Safety Data Sheets, and the antidote therefore. Contractor will furnish the same information each time (s)he changes chemicals or products used in the performance of this contract. The Medical Center for emergency treatment in the event of ingestion of and/or contact requires this information

d. No pesticide will be disposed of on VA Medical Center property.

e. The following are examples of pesticides not to be used at this station:

(1) Phosphorus Paste

REMOVAL OF DEAD ANIMALS, DROPPINGS:

All trapped and/or dead or dying animals (i.e. geese, rodents, raccoons, opossums, skunks, squirrels, bats, birds, pigeons, etc.) shall be recovered and disposed of by the Contractor daily or whenever reported, as established by the Contracting Officer's Technical Representative. Contractor is responsible for cleaning guano, droppings, etc. in a timeframe approved by the Contracting Officer's Technical Representative.

STORAGE OF PEST CONTROL MATERIALS:

No pest control materials or equipment shall be stored or kept at the VA Medical Center when the operator is not working, without the express written approval of the Contracting Officer's Technical Representative.

DISPOSAL OF HAZARDOUS WASTE:

The Contractor shall not dispose of any excess pesticide containers or any other materials contaminated by pesticides at any location on the medical facility premises except as specified by Facilities Management Manager.

REQUIRED CONTRACTOR REPORTING:

a. Contractor personnel will sign in at the beginning of the scheduled work shift and out at the end of the work shift. This will be done at the Contracting Officer's Technical Representative's office. Upon signing in at the office, a tentative itinerary for the tour of duty will be provided to the Contracting Officer's Technical Representative.

b. Contractor is responsible for supplying, completing and submitting all reports required or requested by Federal, State or local ordinances, which pertain to any duties contained in the contract.

c. Quality pest control will be accomplished by tracking specific pest control problems by area and generation of an automatic need for the possibility of additional inspections and/or control methods. All Pest control measures will require no less than one follow-up inspection to insure pest problems have been eliminated.

d. The Contractor shall develop and submit, for approval, to the Contracting Officer's Technical Representative, a schedule of internal monitoring for implementation by the Contractor for quality assurance. At a minimum, the report should track specific pest control problems by area and generate an automatic need for the possibility of additional inspections and/or control methods. A monthly report of findings will be submitted to the Environmental Management Service designee at the end of each month in writing.

SPECIAL PROVISIONS:

The Contractor personnel in performing pesticide applications of the areas specified below shall adhere to the following provisions:

a. Food Handling Areas: Treatment of these areas is limited to only times when food is not being held, processed, prepared, served, and while not occupied by facility employees. The Contractor personnel shall at no time enter facility elevators, which are occupied by food service equipment while in the possession of pesticides or application equipment.

b. Critical Areas: The Contractor shall submit a list of pesticides for intended use in areas listed below for approval by the Contracting Officer's Technical Representative prior to any application. The planned use of pesticides in these areas requires recognition of the attendant hazards to occupants' supplies, equipment and surfaces. No substitution can be made at any time without written approval from the Contracting Officer's Technical Representative.

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

AUTHORITY OF APPLICATOR(S):

Certified applicators are required in the performance of the work under the contract. Each applicator designated by the Contractor to perform work under the contract will furnish a copy of his/her certification (showing categories) to the Contracting Officer's Technical Representative prior to reporting work.

Applicator(s) must be certified in Category 7 and Category 3 to meet contract requirements. In cases where the contractor has two or more persons reporting to work under the contract, one of these should be designated as the supervisor and should be fully certified in all pest management categories in which work is to be performed. Non-certified employees may assist the supervisor in the performance of the work as long as they are in immediate contact with and visible to the supervisor. Orientation to the facility layout and functions to complete requirement of the contract will be accomplished initially with a VA representative along with the contractor. In the case of back-up applicators and/or replacement applicators, it will be the responsibility of the Contractor to orientate new employees to the layout and functions of individual areas. In no case will an applicator perform a pest control function without first being orientated to the facility.

INSPECTION AND ACCEPTANCE:

Environmental Management Service designee is designated the Contracting Officer's Technical Representative for inspection and acceptance of services under the contract. The foregoing is not to be construed as authorization to interpret or furnish advice and information to the contract or relative to the financial or legal specs.

IDENTIFICATION:

The contractor's field service employee shall wear visible identification at all times while on the premises of the VA Medical Center. Smoking is only allowed in designated areas. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of the VA regulations may result in citation answerable in the United States (Federal) District Court.

VEHICLES:

All vehicles will be locked and the keys removed while performing service on the Medical Center's property. This is intended to protect the contractor's property and provide for the safety of the Medical Center's personnel. Vehicle(s) shall be identified. Parking in the appropriate designated parking areas is expected. Information on parking is available from the VA Police. The VA Medical Center will not invalidate or make reimbursement for parking violations of the contractor for any conditions.

SAFETY REQUIRMENTS:

In the performance of this contract, the contractor shall take such safety precautions as the Contracting Officer or designee may determine to be reasonably necessary to protect the lives and health of the occupants of any building. The Contracting Officer or designee will notify the contractor of any noncompliance with the foregoing provisions and action to be taken. After receipt of such notice, the contractor shall immediately correct the conditions to which attention has been directed. Such notice, when served on the contractor, or the representative at the site of the work, all is deemed sufficient for the purpose aforesaid.

Contract Administration Data 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 because of the change.

Acronyms and Definitions 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.

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

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

COR: Contracting Officer’s Representative. An individual, including a Contracting Officer’s Representative (COR), designated and authorized in writing by the contracting officer to perform specific technical or administrative functions.

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

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

Personnel

a. Non-Personal Services. 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. The Contractor shall comply with 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.

Hours of Operations

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 whether 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 that formal written communication is required, the COR shall prepare a Contract Discrepancy Report (CDR), and present it to the contractor 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 must present this corrective action plan to the COR. The Government shall review the Contractor 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 performance by appointing a Contracting Officers Representative (COR) to monitor performance to ensure services are received. The Government representative(s) shall evaluate the Contractor 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 to take necessary action to ensure that future performance conforms to contract requirements at no additional cost to the Government.

e. Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements at no additional cost to the Government.

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

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number,…