36C25819Q0023-001.docx

36C25819Q0023

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

36C25819Q0023 11-01-2018 Arcelia Medina 520-792-1450 X 4313 11-14-2018

1700 EST

Department of Veterans Affairs NCO22-Gilbert Network Contracting 3601 S. 6th Avenue Tucson AZ 85723 X X 561710 $11 Million X N/A X Department of Veterans Affairs Southern Arizona VA Healthcare System 3601 S. 6th Avenue Tucson AZ 85723 Department of Veterans Affairs NCO22-Gilbert Network Contracting 3601 S. 6th Avenue Tucson AZ 85723

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

See CONTINUATION Page Contractor shall provide all necessary labor and material to control, reduce, or eliminate pest from the interior and exterior of the building facilities listed in the Statement of Work (SOW).

Services will be for the Phoenix VA Health Care System (PVAHCS) located at 650 E. Indian School Road Phoenix, Arizona 85012.

Period of Performance is 12/01/2018-09/30/2019.

See CONTINUATION Page X X X X Hal Robinson 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 36C258 Department of Veterans Affairs NCO22-Gilbert Network Contracting 3601 S. 6th Avenue Tucson AZ 85723

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.

This is accomplished through the Tungsten Network located at: http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

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

B.2 SUBCONTRACTING COMMITMENTS--MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, and VAAR 852.215-71, Evaluation Factor Commitments. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor compliance with the subcontracting commitments.

B.3 STATEMENT OF WORK

1. SCOPE

The Contractor shall provide all management, supervision, personnel, labor, tools, supplies, materials, transportation, equipment, and other items necessary to provide pest control and management at the Phoenix VA Health Care System (PVAHCS) for the development and implementation of a comprehensive Integrated Pest Management Program (IPM). The pesticide formulations used shall be United States Environmental Protection Agency (EPA) certified, and approved, for use in the manner applied, and must comply with Federal, State, and Local regulations. The Contractor shall be knowledgeable and certified to apply, maintain, and mix pesticide formulations in accordance with all Federal, State, and Local regulations.

2. REQUIREMENTS

2.1. The contractor shall provide all necessary labor and material to control, reduce, or eliminate from the interior/exterior of listed facilities and all Medical Center grounds, throughout the term of the contract, invertebrate and vertebrate pest including, but not limited to, vermin such as rats and mice; gophers, groundhogs, foxes, skunks, coyotes, and rabbits; stray cats and dogs; pigeons; insects such as bees, wasps, mosquitoes, roaches, silverfish, gnats, mosquitoes, spiders, crickets and ants; arachnids such as spiders, mites, black widows, tarantulas, scorpions; incidental invaders such as, crickets, earwigs, midges, millipedes, centipedes, ground beetles, clover mites, termites and bats; to the satisfaction of the Contracting Officer Representative (COR).

2.2. The contractor shall be knowledgeable with the prevention, treatment and eradication of bed bugs to the satisfaction of the COR. The contractor will respond within 4 hours of notification of Bed Bugs.

2.3. All Contractor personnel shall understand IPM principles and practices and can implement them. The Contractor shall be Quality Pro Certified and Green Pro Certified and have the background and experience to identify pests and knowledgeable about pest life cycles, habits and the conditions that affect pest populations.

2.4. Contractor shall have a Board-Certified Entomologist (BCE) or Associate Certified Entomologist (ACE) within staff and available for consultations. Additionally, the Contractor shall have a written IPM policy describing their overall objectives relating to IPM.

2.5. Contractor must be able to provide a non-chemical approach to address burrowing rodents at the request of the COR at no additional cost.

2.6. The Contractor shall possess a business license issued by the state of Arizona to provide pest control services. The Contractor shall provide proof of licensing to the government prior to contract award.

2.7. Require weekly evaluation of bird population. Semi Monthly bird control maintenance to all solar parking structures and quarterly rooftop pigeon population control process.

2.8. Bird Control Maintenance shall consist of decontamination services, to include sanitizing areas where bird droppings are found, removing and disposing of all fecal matter. Bird Control maintenance also includes deterring pigeons from roosting on beams, and ensuring that the areas have repellants in place. Inspecting and monitoring flocks and prevent infestation.

2.9. The contractor shall be Arizona certified as a pesticide applicator. The contractor shall furnish a copy of state certification (current certificates of competency in pest management in all categories or sub-categories identified by the State of Arizona) to the COR prior to the performance of work.

2.10 The contractor personnel shall wear an appropriate and professional uniform with company’s logo/name tag.

2.11 If the contractor proposes to add or replace personnel, the contractor shall submit the individuals certificate/license before starting work.

3. SCHEDULE OF BUILDINGS

3.1. All pest management services throughout the period of this contract shall be performed on the premises of the Phoenix VA Health Care System (PVAHCS) located at, 650 E. Indian School Road, Phoenix, Arizona 85012, exterior and interior. Should the Government add or delete buildings during the performance, the CO shall negotiate with the contractor for increase or decrease of pricing. The Government reserves the right to add and delete facilities as the area of service expands geographically.

NOTE: Inspection and treatment of kitchen areas may be made Only between the hours of 8:00 p.m. and 11:00 p.m. and Inspection and treatment of Canteen may be made Only between 3:30 p.m. and 9:00 p.m.

3.2 It is estimated that at least four (4) visits per month are necessary in the Canteen and Dietetics Food Production areas.

3.3 The contractor shall be flexible to provide services Monday through Friday (excluding Federal Holidays).

3.4 Notification of work orders – the COR or designee will be delivered to the contractor via email.

3.5 After completion of service, the contractor shall return the completion of the work order by email.

4. CONTRACTORS RESPONSIBILITY

All tasks shall be accomplished to meet the guidelines in the National Pest Control Association’s “Good Practice Standards”. The Integrated Pest Management (IPM) services required of the contractor are as follows:

4.1 Determine which pest, management measures are appropriate and required.

4.2 Recommend environmental sanitation practices that restrict or eliminate food, water or harborage for pest.

4.3 Pest management tasks shall be scheduled and deviations or changes shall require prior approval from the COR or designee.

4.4 As much as possible the selection and utilization of non-chemical control methods which eliminate, exclude or repel pests (i.e., insect electrocution devices, traps, caulking, air screen, etc.) would be preferred. When it is necessary to use chemicals to affect control and or eliminate, use the most environmentally sound pesticide(s).

4.5 Control and treatment of general structural arthropod pest (i.e., cockroaches, ants, carpet beetles, spiders to include removing built up spider webs on interior and exterior of buildings, carpenter ants/bees and bee nest/hive removal, etc.)

4.6 Control and treatment of stored product pests (saw-tooth grain beetle, red/confused flour beetles, trogoderma beetles, grain moths, etc.)

4.7 Control and treatment of mice and rats.

4.8 Control of all birds, including bird nest removal.

4.9 Inspections and treatment of buildings and grounds to be made during regular work hours from 8:00 a.m. to 5:00p.m., unless otherwise specified. All visits must be made at a time satisfactory to the COR. Such visits must be made at least once per month in designated areas. Pest Control technicians will make weekly inspections after normal business hours (8:00 a.m. – 5:00 p.m.) in food production areas to ensure there are no pest control issues to be addressed.

4.10 In addition to the estimated visits, Contractor shall be required, at no extra cost, to visit the installation within 12 hours after receiving notice from the COR or designated representative that a pest control problem exist and attention is required. Exception is with Bed Bugs, See paragraph 2.2.

4.11 During Daily, Weekly or Monthly inspections, the contractor will provide the necessary corrective actions, and document/record all actions in the log book located in the EMS admin office.

4.12 The contractor shall have a contingency plan in the event the contractor is unable to perform services or have services performed as required. The contractor will immediately notify the COR or designee and provide a justification for non-performance and institute the contingency plan.

5. RESIDUAL TREATMENT

5.1 During regularly schedule visits, the Contractor shall apply appropriate pesticides and obtain approval regarding type of pesticide from the COR or designated representative prior to dispensing, but not in areas where food is exposed. The formulations used shall be E.P.A. registered for use in the manner applied, and must comply with Federal, State, and Local regulations. During the months of February through November inclusive, the exterior perimeter of all buildings listed in PWS paragraph 3, Schedule of Buildings, and all trash dumpsters and the trash compactor will be treated with residual pesticides deemed most appropriate to address identified pest problem, and approved by the COR

5.2 Treatment of food handling areas are limited to only times when food is not being held, processed, prepared, served and while not occupied by facility employees. The contractor at no time enter facility elevators which are occupied by food service equipment or inpatients while in position of pesticides or application equipment.

5.3 Contractor shall avoid using pesticides as much as possible or pesticides with a low volatility and as odor free as possible to keep order levels from affecting patients.

5.4 The contractor shall submit a list of pesticides for intended use in critical areas listed below to the COR, Chief of EMS or designee prior to any application. The planned use of pesticides in these areas requires recognition of the attendant hazards to occupant’s supplies, equipment and surfaces. The contractor will document work completion and keep a record in the critical areas as required by the office of the investigator general.

Critical Areas:

GI (Gastrointestinal) Clinic

6. RESTRICTION OF PEST MANAGEMENT MATERIALS

6.1 All pesticides and traps shall be approved by the COR prior to performance of the contract. Unused portions of pesticides shall be removed within a time limit set forth by the COR.

6.2 The contractor shall be required to furnish PVAHCS prior to initial application of pesticides and rodent control chemicals, the trade name (if any) and chemical names of the chemicals used and A LABEL SHOWING THE CONTENTS, a Material Safety Data Sheet, the use strength of the chemicals as applied and the antidote thereto. Contractor will furnish the same information each time he proposes to change chemicals or products used in the performance of this contract. The products must be approved by PVAHCS prior to the treatment in the event of infestation or and/or contact with material by humans. All pesticides used by the Contractor must be registered with the United States Environmental Protection Agency (EPA), State and Local jurisdiction.

6.3 The contractor shall supply, complete and submit a monthly chemical usage report to the COR or designee.

6.4 The Contractor will be required to furnish to the COR the Safety Data Sheets (SDS) and trade names (if any) and names of chemicals to be used in the performance of this contract prior to initial application.

7. REMOVAL OF TRAPPED OR DEAD ANIMALS

All trapped animals and /or animal carcasses killed by pesticides applications shall be recovered and disposed of by the contractor immediately. Examples of such animals include, but are not limited to, rodent, cats, dogs, and pigeons.

8. STORAGE OF PEST MANAGEMENT MATERIALS

No pest control materials or equipment shall be stored or kept at any of the installations when the operator is not working, without the expressed written approval of the COR.

9. REQUIRED CONTRACTOR REPORTING

9.1 Contractor personnel will check in at the beginning of their scheduled work shift and out at the end of their work shift with the offices identified herein. Personnel performing services at the Carl T Hayden VA Medical Center will check in and out through the COR. Upon checking in at the office, a tentative itinerary for the tour of duty will be provided directly to the COR, or his/her designee, for approval. A sign-in/sign -out sheet will be completed for each visit.

9.2 The contractor will fill out the forms furnished by COR, reflecting what pest was identified and where pesticide was applied, the name of the pesticide, formulation percentage, and the total amount of finished pesticide used. These forms will be filled out and signed by the Contractor designated representative after each visit to the installation.

10. SPECIAL PROVISIONS

All contractor personnel performing pesticide applications of these areas below shall adhere to the following provisions:

10.1 Food Handling Area: 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.

10.2 Elevators: The Contractor personnel shall at no time enter the facility elevators which are occupied by food service equipment while in the possession of pesticides or application equipment.

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

10.4 Critical Areas: The Contractor shall submit a list of pesticides for intended use in areas listed below for approval by the COR prior to any application:

GI (Gastrointestinal) Clinic

11. INTERFERENCE TO NORMAL FUNCTION

Contractor personnel are required to stop pest control applications or inspections for infestation, momentarily, 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 when it is necessary for them to work on station during normal business hours.

12. SECURITY CONSIDERATIONS

This project does not require acquisition of a service requiring connection of devices or systems to a VA Network, therefore, no security accreditation package is required.

13. PRIVACY AND HIPAA CONSIDERATIONS

13.1 This project does not require acquisition of a service that involves storage, transmitting or exchanging VA sensitive information as this requirement.

13.2 Privacy Awareness Training: all Contractor employees performing work under this contract are required to complete VA Privacy Awareness Training prior to being allowed to perform contract duties at PVAHCS facilities, and annually thereafter. Complete the VHA Privacy Policy Training web-based course, available at the site: https://www.ees-learning.net/librix/loginhtml.asp?v=librix.

13.3 Training completion certificates shall be forwarded in one submission/package to the Contracting Officer within thirty (30) calendar days of award or exercise of option period. If any contractor employees fail to complete initial or annual Privacy Awareness training, the COR shall report any deficiencies to the contractor. The COR will not permit a deficient contractor employee to perform contract duties at PVAHCS facilities until s/he receives the contractor employee’s current training completion certificate.

14. DISPOSAL OF HAZARDOUS WASTES

The contractor shall not dispose of any excess pesticide containers or any other materials contaminating pesticides at any location of the PVAHCS Medical Center facility premises except as specified by the COR, Environmental Management Department.

15. CONTRACTORS QUALITY CONTROL PROGRAM (QCP)

15.1 Quality Control Plan: The contractor shall develop and maintain a quality control plan to establish and maintain quality control to ensure all contract requirements are met. The contractor’s QCP shall include the following: An inspection plan covering all services. The inspection plan must specify the areas to be inspected on either a scheduled or unscheduled basis and how often inspections will be accomplished and documented, and the title of the individual(s) who will perform the inspection. The contractor shall submit a written Quality Control Plan as part of their quote. The plan shall specifically address the contractor’s strategy to provide quality workmanship, and for correcting deficiencies.

15.2 On-site records of all inspections conducted by the contractor noting necessary corrective action taking. The Government reserves the right to request copies of any and/or each inspection.

15.3 The methods for identifying and preventing deficiencies in the quality of service performed, before the level of performance becomes unacceptable and organizational functions noting intermediate supervisory responsibilities and overall management responsibilities for ensuring total acceptable performance.

15.4 The contractor shall maintain records of certifications and ongoing training of each employee performing services under this contract.

15.5 The contractor shall maintain on-site records of any complaints or problems. With procedures taken to allow for corrections and/or elimination before effects caused interruption of performance of contract.

15.6 The contractor shall participate in scheduled and/or non-scheduled conference calls with the VA representatives to provide a report of on-going operational issues.

15.7 The contractor shall have a system that verifies the certification of individuals providing pest services to PVAHCS. The contractor will make this available for review by the VA.

15.8 If a treatment is inadequate (as per specifications), the contractor shall return within 2 hours after receipt of notification by the COR to retreat previously treated area(s).

16. CERTIFICATIONS AND TRAINING REQUIREMENTS

16.1 All personnel performing work under this contract will need documentation showing they have had necessary training and or licensing to perform the service. The contractor will have approximately 2 weeks from the date of award to provide this documentation.

16.2 The contractor shall have a training program that covers all aspects of the scope of work and shall comply with federal, state, local, and OSHA requirements.

17. RESPONSE TO SERVICE REQUESTS

17.1 The contractor must respond to requests for after-hours services as described in 2.2, 4.9, and 4.10 to the Environmental Management Services (EMS) Phone number 602-277-5551 Ext: 6600. The COR will follow up if a verbal request is made with a written request via email. The contractor is to respond in to the email notification to ensure acceptance of the request. The time of the service begins when verbal acceptance has been made by contractor to the COR.

17.2 A service representative adequately equipped with all necessary equipment, chemicals and or other necessary instruments shall arrive at the PVAHCS within the designated response time.

17.3 The service representative will be prepared to begin work immediately to resolve the expressed issues by the COR, when service is requested. Work needed to resolve the issue will continue without interruption until the problem is resolved.

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

Contract Period: Base POP Begin: 12-01-2018 POP End: 09-30-2019

Contract Period: Base POP Begin: 12-01-2018 POP End: 09-30-2019

Contract Period: Base POP Begin: 12-01-2018 POP End: 09-30-2019

Contract Period: Base POP Begin: 12-01-2018 POP End: 09-30-2019

Contract Period: Option 1 POP Begin: 10-01-2019 POP End: 09-30-2020

Contract Period: Option 1 POP Begin: 10-01-2019 POP End: 09-30-2020

Contract Period: Option 1 POP Begin: 10-01-2019 POP End: 09-30-2020

Contract Period: Option 1 POP Begin: 10-01-2019 POP End: 09-30-2020

Contract Period: Option 2 POP Begin: 10-01-2020 POP End: 09-30-2021

Contract Period: Option 2 POP Begin: 10-01-2020 POP End: 09-30-2021

Contract Period: Option 2 POP Begin: 10-01-2020 POP End: 09-30-2021

Contract Period: Option 2 POP Begin: 10-01-2020 POP End: 09-30-2021

Contract Period: Option 3 POP Begin: 10-01-2021 POP End: 09-30-2022

Contract Period: Option 3 POP Begin: 10-01-2021 POP End: 09-30-2022

Contract Period: Option 3 POP Begin: 10-01-2021 POP End: 09-30-2022

Contract Period: Option 3 POP Begin: 10-01-2021 POP End: 09-30-2022

Contract Period: Option 4 POP Begin: 10-01-2022 POP End: 09-30-2023

Contract Period: Option 4 POP Begin: 10-01-2022 POP End: 09-30-2023

Contract Period: Option 4 POP Begin: 10-01-2022 POP End: 09-30-2023

Contract Period: Option 4 POP Begin: 10-01-2022 POP End: 09-30-2023

B.5 DELIVERY SCHEDULE

ITEM NUMBER

DELIVERY DATE

650 E. Indian School Rd Phoenix, AZ 85012 1892

US

12/01/2018 - 09/30/2023

602-277-5551 x 7299 Charles.aubrey@va.gov

Page 1 of Page 1 of

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)

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the…