36C25521Q0379_1.docx

36C25521Q0379

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

657-21-4-1528-0194 36C25521Q0379 06-23-2021 Gregory, Nicole 913-946-1957 06-29-2021 10:00

CDT

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 X X 561730 $8 Million N/A X St. Louis VA Medical Center Jefferson Barracks Division 1 Jefferson Barracks St. Louis, MO 63125-4199

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 Description of Requirement: Grounds Maintenance Services for the St. Louis VA Medical Center, Jefferson Barracks Division See attached Statement of Work for additional information.

This requirement will be a 100% set-aside for SDVOSB/VOSB Prospective offerors must be verified in VIP at https://vetbiz.va.gov/ at the time of response and award.

Offeror shall be registered and active at System for Award Management (SAM) at https://sam.gov/content/home at the time of offer and award to the government.

Awardee is required to report annually to SAM.gov Wage determination 2015-5075 Rev 17, dated 5/14/2021 applies to this solicitation.

Questions will be accepted & must be submitted by 6/25/2021, 10:00 am CST. They will be answered via an amendment See section E, 52.212-2 Evaluation-Commercial Items POC for this RFQ is Nicole Gregory, nicole.gregory2@va.gov See CONTINUATION Page X X Gregory, Nicole 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 Gregory, Nicole 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 STATEMENT OF WORK GROUNDS MAINTENANCE SERVICES

AT JEFFERSON BARRACKS VAMC

1. GENERAL:

1.1 Description of Services: The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items necessary for grounds maintenance in a manner that will maintain healthy grass and present a clean, neat, professional appearance.

1.2 Background: The Jefferson Barracks campus is a 60+ acre facility located at 1 Jefferson Barracks Dr., St. Louis Mo, 63125. The facility has a requirement for a grounds contractor to cut, trim, and maintain all grass, remove weeds, as scheduled per the Quality Control plan and performance standards. The contractor shall remove dead tress/shrubs/limbs/debris, clear freshly cut grass from all roads and sidewalks, fertilize the grass twice per year, pick up and dispose of fallen leaves.

1.3 Objective: The daily (work week) services are intended to improve and maintain the overall visual impression of the Jefferson Barracks VAMC. These professional services will maintain the grass and trees by cutting, trimming and fertilizing the grass The contractor will also be responsible for the cleaning of exterior concrete surfaces to remove dirt, debris,( cigarette butts, cups, trash), nests, and other foreign matter that detracts from the visual appeal of the facilities entrances. The contractor will also pick up and remove fallen leaves

1.4 Scope:

1.4.1 The contractor shall provide all labor and supervision required to maintain grass, remove weeds, seeding, and cutting of the lawn, edging and blowing the grass from the sidewalks/road, fertilization of the lawn twice per year, removal of fallen leaves, removal of dead tress/shrubs/limbs/debris from the grounds. Lawn cutting and edging will occur weekly, on a schedule agreed to by both parties. Hedge/ tree trimming will occur based on their natural growth habits. Compensation for skipped cutting and edging (due to weather, slow growth, etc.) will be applied to other grounds projects to be determined by the facility. There will be a suspense of work during December, January, and February due to no grass needing to be cut during that time.

1.4.2 The contractor is responsible for ordering chemicals, fertilizer, mulch, grass seed and other landscaping supplies necessary for the daily landscaping needs of the facility. Contractor is also responsible for maintaining the SDS and all required records for the chemicals, their use and the licenses needed for application of those products.

1.4.3 The contractor is responsible for the maintenance and operation of all their grounds equipment and are to be provided by the contractor.

1.4.4 The contractor shall keep all roads, sidewalks, and parking lots clean of all debris.

1.4.5 The contractor may be subject to all weather conditions, hot, rain, cold, etc., and work in a dirty/dusty area.

1.5 General Information:

1.5.1 Quality Control: The contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with this statement of work. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective service. The quality control program is the means by which assurances of the work being completed complies with the requirement of the contract. The quality control program will be delivered to the contract COR with 21 calendar days of the contract award. After acceptance of the program, the contractor shall receive the COR’s acceptance in writing of any proposed change to his quality control system.

1.5.2 Quality Assurance: The Government will inspect and evaluate the contractor’s performance to ensure services are received in accordance with requirements set forth in the contract. The Contracting Officer’s Representative (COR) will be the individual primarily responsible for quality assurance. The COR may perform surveillance by direct observation, performance of weekly or bi-weekly inspections, or investigating customer complaints.

1.5.3 Hours of Operation: The contractor is responsible for providing services, between the hours of 7:00 am and 3:30 pm Monday through Friday, except Federal holidays or when the Government facility is closed due to local or national emergencies or Government directed facility closings The contractor must maintain an adequate work force for the uninterrupted performance of all tasks defined within this statement of work when the facility is not closed for the above reasons. When hiring personnel, the contractor shall keep in mind that stability and continuity of the workforce is essential.

HOLIDAYS: The following local Federal Holidays are observed

Juneteenth

1.5.4 Location of work: the work to be performed under this contract will be performed at 1 Jefferson Barracks Dr., St. Louis Mo, 63125

1.5.5 Period of Performance: The term of this contract is for the period of one base year (July 6, 2021 – July 5, 2022) with four optional years for renewal, (total Period of Performance July 6, 2021 – July 5, 2026).

1.5.6 Security Requirements: Contractor personnel performing work under this contract must have a Non-PIV ID card prior to commencement of work under this contract. Renewal of PIV ID cards are to be performed annually.

1.5.7 Physical Security: The contractor shall be responsible for safeguarding all of the contractor equipment and government property provided for contractor use. No equipment shall be left unattended with keys left in/on them, or equipment left running with no one in attendance.

1.5.8 Special Qualifications: the contractor shall possess, at a minimum, the following performance qualifications:

1.5.8.1 Possess technical staff qualified by professional education and technical Experience to perform the work required by this statement of work

1.5.8.2 Ensure that the contractor and all employees working on site have taken an OSHA 10-Hour construction safety course

1.5.8.3 Maintain certification required to apply pesticides, herbicides, as necessary

2. SPECIFIC TASKS

2.1 Lawn Maintenance Each Visit:

2.1.1 Contractor shall mow all grass areas to a height of 2-2 ½’

2.1.2 Contractor shall vertically edge all lawn and pavement intersections such as curbs, sidewalks and pavement with typical blade edger or line trimmer. The contractor shall vertically edge all lawn and rock/mulch bed intersections. The contractor shall also vertically edge around valve boxes, fire plugs, etc. present in the lawn areas. Horizontal edging with line trimmers will not be accepted. Contractor will be responsible for any damage caused by improper mowing /edging.

2.1.3 Contractor shall line trim along or around as applicable all items within lawn area such as, but not limited to chain link fencing, gates, signposts, streetlights, buildings, trees, bollards, rock beds and mulch beds.

2.1.4 Blowing of grass clippings from streets, curbs, and sidewalks will be allowed; the clippings are to be picked up and removed, not blown back onto the lawn area.

2.1.5 Contractor shall remove all trash and debris prior to mowing. Contractor shall remove trash and other debris from flower beds, rock and mulch beds, sidewalks, parking lots, etc. The site shall be left in a clean manner.

2.1.6 Contractor shall either hand pull or line trim weeds in concrete and asphaltic paving areas and cracks. The use of weed killer is allowed only if contractor possesses and maintains an applicators license and maintains all required/pertinent records. Weed killer will only be used in asphalt and concrete areas, not in the lawn or beds.

2.1.7 Contractor shall notify the COR of any dead or diseased trees. The contractor shall remove these trees to ground level, root removal is not required. The cost for each removal shall be negotiated before each removal.

2.1.8 Ruts in lawn areas created by the contractor (e.g. by lawn mowers, vehicles etc.) shall be repaired filled and sodded to match existing as required. Any other damage caused by the contractor shall be restored to “match existing” condition at the contractor’s expense.

3. Station Information

3.1.1 CONTRACTING OFFICER’S REPRESENTATIVE: Pursuant to VAAR Provision 852.270-1, Contracting Officer’s Representative (COR), shall be identified by separate letter. The COR monitors all technical aspects of the contract and assists in contract administration. The COR is authorized to perform the following functions: assure that the Contractor performs the technical requirements of the contract; perform inspections necessary in connection with contract performance; maintain written and oral communications with the Contractor concerning technical aspects of the contract; issue written interpretations of technical requirements, including Government drawings, designs, and specifications; monitor Contractor's performance and notify both the CO and Contractor of any deficiencies; coordinate availability of Government furnished property; and provide site entry of Contractor personnel. A letter of designation issued to the COR, a copy of which is sent to the Contractor, states the responsibilities and limitations of the COR, especially with regards to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting contract.

3.1.2 SMOKING POLICY: Vendor is advised that the Government has placed restrictions on the smoking of tobacco products in Government facilities. Vendor’s employees and visitors are subject to the same restrictions as Government personnel. Smoking is permitted only in designated smoking areas.

3.1.3 SAFETY REQUIREMENTS: The vendor shall comply with all local, state, and federal laws and safety regulations. Compliance with OSHA and other applicable laws and regulations for the protection of contractor’s employees is exclusively the contractor’s obligation, and the Government will assume no liability or responsibility for the contractor’s compliance or non-compliance with such responsibilities. The vendor shall provide vendors employees with all necessary personal protective clothing and equipment. The Contracting Officer or his 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, his representative at the site of the work, shall be deemed sufficient for the purpose aforesaid. If the contractor fails or refuses to comply promptly, the Contracting Officer may issue an order stopping all or any apart of the work and hold the contractor in default as provided for elsewhere in this contract.

3.1.4 STANDARDS OF CONDUCT: The Contracting Officer or Contracting Officer’s Representative shall refer to the Contractor for immediate action (including, but not limited to, removal from the work site) any contract technician whose personal or professional conduct jeopardizes or interferes with the regular and ordinary operation of the Leavenworth CMOP facility. Breaches of conduct include, but are not limited to, intoxication or debilitation resulting from drug use; theft; dereliction; negligence in performing tasks or other conduct resulting in complaints by staff or management.

3.1.5 ILLEGAL SUBSTANCES: Illegal substance possession, use, or distribution will not be tolerated on any Government installation, including Leavenworth CMOP. This includes prescribed medical marijuana. The contractor shall ensure that contractor employees who have access do not possess, use, or distribute illegal substances. All vendors are required to adhere to all local, state, and federal laws concerning possession and/or use of illegal substances. Vendors found to be in possession of illegal substances will be barred from the installation and subject to arrest and prosecution by local authorities.

3.1.6 WEAPONS, FIREARMS, AND AMMUNITION: Vendor’s employees are prohibited from possessing weapons, firearms, or ammunition, on themselves or on Government property while at St. Louis VAMC.

4. Invoices and Payments:

Upon notification of award, the Contractor must be vendorized in VA fiscal systems. The Contractor must:

· Submit a TIN and DUNS number to the Contract Officer for vendorization in the local VA logistics database, VistA, so a purchase order may be created for the contract.

· Submit a VA Form 10091 to the VA Finance Service Center (FSC), if one is not already on file.

· Register and create an account in the online VA payment system, Tungsten/OB10. More information can be found at http://www.va.gov/oaa/invoicing/faqs.asp.

Invoice Submissions. The VA uses a third-party web portal, called Tungsten OB-10 to process invoices. Tungsten OB10 receives invoice data through the Internet and verifies certain data fields on behalf of the VA, keys to AP routing for approval, and sends a confirmation report to the Contractor’s point of contact. Tungsten OB10 then creates an invoice PDF for delivery into the VA accounts payable system. The certifying official at the station will certify the invoice for payment.

Invoices are only to be submitted electronically to the VA Finance Service Center (FSC) through the Tungsten OB10 web portal. Invoices submitted directly to the FSC or the facility by fax or mail will not be accepted and will delay payment. Invoices submitted without a due date or purchase order (PO) number will be rejected.

Payment inquiries may be made to the Contracting Officer or through the Vendor Customer Service Support Helpdesk at 512-460-5049 or VAFSCCSHD@VA.GOV.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

The contractor shall provide all labor and supervision required to maintain grass, remove weeds, seeding and cutting of the lawn, edging and blowing the grass from the sidewalks/road, fertilization of the lawn twice per year, removal of fallen leaves, removal of dead tress/shrubs/limbs/debris from the grounds. Lawn cutting and edging will occur weekly, on a schedule agreed to by both parties. Hedge/ tree trimming will occur based on their natural growth habits. Compensation for skipped cutting and edging (due to weather, slow growth, etc.) will be applied to other grounds projects to be determined by the facility.

There will be a suspense of work during December, January, and February due to no grass needing to be cut during that time.

**Please see sections 1 and 2 of the SOW for specific requirements** Contract Period: Base POP Begin: 07-06-2021 POP End: 07-05-2022

Chemical application to fertilize the grass twice per year Contract Period: Base

OPTIONAL SERVICE -Removal of dead or diseased trees-Contractor must notify COR when discovered and have approval prior to removing.

See section 2.1.7 for specific requirement Contract Period: Base

The contractor shall provide all labor and supervision required to maintain grass, remove weeds, seeding and cutting of the lawn, edging and blowing the grass from the sidewalks/road, fertilization of the lawn twice per year, removal of fallen leaves, removal of dead tress/shrubs/limbs/debris from the grounds. Lawn cutting and edging will occur weekly, on a schedule agreed to by both parties. Hedge/ tree trimming will occur based on their natural growth habits. Compensation for skipped cutting and edging (due to weather, slow growth, etc.) will be applied to other grounds projects to be determined by the facility.

There will be a suspense of work during December, January, and February due to no grass needing to be cut during that time.

**Please see sections 1 and 2 of the SOW for specific requirements** Contract Period: Option 1 POP Begin: 07-06-2022 POP End: 07-05-2023

Chemical application to fertilize the grass twice per year Contract Period: Option 1

OPTIONAL SERVICE -Removal of dead or diseased trees-Contractor must notify COR when discovered and have approval prior to removing.

Contract Period: Option 1

The contractor shall provide all labor and supervision required to maintain grass, remove weeds, seeding and cutting of the lawn, edging and blowing the grass from the sidewalks/road, fertilization of the lawn twice per year, removal of fallen leaves, removal of dead tress/shrubs/limbs/debris from the grounds. Lawn cutting and edging will occur weekly, on a schedule agreed to by both parties. Hedge/ tree trimming will occur based on their natural growth habits. Compensation for skipped cutting and edging (due to weather, slow growth, etc.) will be applied to other grounds projects to be determined by the facility.

There will be a suspense of work during December, January, and February due to no grass needing to be cut during that time.

**Please see sections 1 and 2 of the SOW for specific requirements** Contract Period: Option 2 POP Begin: 07-06-2023 POP End: 07-05-2024

Chemical application to fertilize the grass twice per year Contract Period: Option 2

OPTIONAL SERVICE -Removal of dead or diseased trees-Contractor must notify COR when discovered and have approval prior to removing.

Contract Period: Option 2

The contractor shall provide all labor and supervision required to maintain grass, remove weeds, seeding and cutting of the lawn, edging and blowing the grass from the sidewalks/road, fertilization of the lawn twice per year, removal of fallen leaves, removal of dead tress/shrubs/limbs/debris from the grounds. Lawn cutting and edging will occur weekly, on a schedule agreed to by both parties. Hedge/ tree trimming will occur based on their natural growth habits. Compensation for skipped cutting and edging (due to weather, slow growth, etc.) will be applied to other grounds projects to be determined by the facility.

There will be a suspense of work during December, January, and February due to no grass needing to be cut during that time.

**Please see sections 1 and 2 of the SOW for specific requirements** Contract Period: Option 3 POP Begin: 07-06-2024 POP End: 07-05-2025

Chemical application to fertilize the grass twice per year Contract Period: Option 3

OPTIONAL SERVICE -Removal of dead or diseased trees-Contractor must notify COR when discovered and have approval prior to removing.

Contract Period: Option 3

The contractor shall provide all labor and supervision required to maintain grass, remove weeds, seeding and cutting of the lawn, edging and blowing the grass from the sidewalks/road, fertilization of the lawn twice per year, removal of fallen leaves, removal of dead tress/shrubs/limbs/debris from the grounds. Lawn cutting and edging will occur weekly, on a schedule agreed to by both parties. Hedge/ tree trimming will occur based on their natural growth habits. Compensation for skipped cutting and edging (due to weather, slow growth, etc.) will be applied to other grounds projects to be determined by the facility.

There will be a suspense of work during December, January, and February due to no grass needing to be cut during that time.

**Please see sections 1 and 2 of the SOW for specific requirements** Contract Period: Option 4 POP Begin: 07-06-2025 POP End: 07-05-2026

Chemical application to fertilize the grass twice per year Contract Period: Option 4

OPTIONAL SERVICE -Removal of dead or diseased trees-Contractor must notify COR when discovered and have approval prior to removing.

Contract Period: Option 4

B.4 DELIVERY SCHEDULE

Jefferson Barracks Division 1 Jefferson Barracks St. Louis, MO 63125 4199

USA

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.252-2 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 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 7/6/2021 through 7/5/2026.

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

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

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

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

(3) If sent electronically, the Government either—

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

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

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

(End of Clause)

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

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $40,000.00;

(2) Any order for a combination of items in excess of $40,000.00; or

(3) A series of orders from the same ordering office within 10 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 10 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

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

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

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

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

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 7/5/2026.

(End of Clause)

C.6 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

C.7 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

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

(End of Clause)

C.8 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2…