36C25920Q0525.docx

36C25920Q0525

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 ATTA

CHED

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. SIGNAT

URE 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

36C25920Q0525 07-16-2020 Lance Davis 918-577-3838 07-23-2020 16:00 36C259 Department of Veterans Affairs Network Contracting Office

NCO

1011 Honor Heights Drive Muskogee OK 74401 X X 561710 $12 Million N/A X VA Eastern Oklahoma Health Care System 1011 Honor Heights Drive Muskogee OK 74401 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Height Drive Muskogee OK 74401

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Pest Control Services for VA Eastern Oklahoma Health Care System Respond to Solicitation: email to lance.davis2@va.gov by date and time in block 8 above.

This is a Base Period with 5 Optional Periods of Performance ( 5-year max) contract.

**NOTE** Due to end of FY20 the Base Period of Performance is only 2 months, the VA intends to to exercise Option Period #1 with a start date of 10-1-2020 (line items below).

See E.6 52.212-2 Evaluation of Commercial Items (Oct 2014) See CONTINUATION Page X X Lance Davis

NCO1616L2-5045

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 36C259

Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401

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 Service Center PO Box 149971 Austin TX 78714-9971

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

B.2 Performance Work Statement

Page 1 of Page 1 of

PERFORMACNE WORK STATEMENT

INTEGRATED PEST MANAGEMENT PLAN

Eastern Oklahoma VA Health Care System

A. GENERAL:

1. The Eastern Oklahoma VA Health Care System (EOVAHCS) requires an Integrated Pest Management (IPM) Plan, additional requirements have been developed and are addressed in this expanded Statement of Work. The contractor shall provide all management, laboratory testing, tools, supplies, equipment, transportation, and labor to develop and implement an Integrated Pest Management (IPM) plan for all buildings and grounds at the Jack C. Montgomery VA Medical Center main campus and our Earnest Childers location listed below. All services should be completed in a manner that ensures the health and general well-being of patients, staff, and visitors. Contractor will perform regular scheduled inspections and treatment as well as on demand services. All infestations will be addressed until complete elimination of pests. The contractor shall perform in strict accordance with all terms, conditions, provisions, specifications, and schedules of this solicitation and any resulting contract. This will be a Firm Fixed price contract with a Base period and 5 Option periods. Contract will cover a full five years if all options are exercised.

B. PLACES OF PERFORMANCE

Jack C. Montgomery VA Center 1011 Honor Heights Drive Muskogee, Ok 74401

Ernest Childers VA Outpatient Clinic / Tulsa 9322 E. 41st St.

Tulsa, OK 74145

C. WORK HOURS:

1. Normal Work Hours: The service schedule will be developed between the contractor and Contractor’s Representative (COR) prior to any service being performed. Normal business hours: 8am to 430pm, Monday through Friday except Federal holidays.

2. Some contract work may require work to be performed after normal business hours and weekends.

3. National Holidays: The ten holidays observed by the Federal Government are: New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day and Christmas Day and any other day specifically declared by the President of the United States to be a national holiday.

D. TASKS:

1. The contractor shall conform to all federal, state, and local regulations governing examining and licensing of pest control operators, performance of pest control, use of approved pest control chemicals and equipment, and proper disposal methods for all products/containers, which may be in effect for the area where the work under the contract will be performed.

2. The IPM plan requires approval by the COR prior to implementation.

3. Contractors IPM plan requires but is not limited to the following tasks:

a. Inspect to determine pest management measures are appropriate and required.

b. Recommend and communicate to the COR environmental sanitation practices that restrict or eliminate food, water or harborage for pests and recommend engineering practices that limit entry of pests.

c. Selection and utilization of non-chemical control methods, which eliminate, exclude or repel pests, i.e. insect electrocution devices, traps, caulking, air screens, etc. The Contractor is responsible to advise the VA of the method required to utilize a non-chemical control of pests. If the method suggested is agreed upon by this medical center, the furnishing and installation of required item would be by the government. However, the government reserves the right to reject contractors recommended method and instruct them to proceed with other methods, as provided by the contract.

d. Collection and disposal of all pests.

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

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

g. Control flying insect pests (i.e., housefly, stable fly, blow flies, etc.).

h. Control predatory pests (i.e., lice, bedbugs, fleas, mites, ticks, bees, wasps, mosquitoes, scorpions, etc.)

i. Control stored product pests (i.e., saw tooth grain beetle, red confused flour beetle, trogderma beetles, grain moths etc.)

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

k. Control pest birds (i.e., pigeons, sparrows, blackbirds, etc.)

l. Control other vertebrate pests (i.e., bats, squirrels, gophers, moles, skunks, snakes, rabbits, raccoons, etc.).

m. Control wood destroying organisms (i.e., subterranean termites, dry wood termites, fungi, wood boring beetles, etc.).

n. Control aquatic pests (i.e., mosquito larva/pupae, algae etc.).

o. Control drain flies; The contractor will make appropriate measures to mitigate sewer drain flies. Measures can include periodic foam treatment, drain pipe cleaning, or other measures recommended by the contractor and approved by the COR.

E. SPECIAL PROVISIONS:

A. Food Handling Areas: Treatment of these areas is limited to times when food is not being held, processed, prepared, and serviced.

B. Patient Occupied Areas: Contractor shall use pesticides with as low a volatility and odor as possible to keep odors from disturbing patients.

C. The Contractor shall submit a list of pesticides for intended use in areas listed for approval by the COR/Supervisor, Environmental Management, prior to any applications. 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 without approval from the COR/Supervisor, Environmental Management.

D. Critical Areas are defined as: Pharmacy, Sterile Processing Rooms, Operating Rooms, Respiratory Care Units, Intensive Care Units, and Food Production/Storage areas. Space treatment of these areas shall be done using gel-based pesticide or an Ultra-Low Volume method with approved equipment capable of delivering particle size range of .5 to 15 microns.

E. Contractor will put in place an exterior rodent bait/trap system by the food intake doors, loading docks and trash dumpsters where required.

F. Contractor shall furnish and maintain flying insect traps/controls by the following doors: Loading Dock doors, Ground floor stairwell entrances, Patient dining room and Patient recreation rooms. This maintenance will include replacing glue boards, monitoring the insects trapped and replacement bulbs, per manufacture recommendation. Placement and power connections must be approved through COR. Additional locations to be determined on a as needed basis.

G. Bed Bug Services: The Contractor shall provide services that identify, detect and eradicate Bed Bugs. The Contractor shall be able to provide the following service to address the presence of bed bugs or address the possible infestation of bed bugs within the facility:

Fumigation services Heat treatment Cryonite systems Canine detection

Contractor to provide pricing schedule for each service listed, with submittal.

NOTE: Fumigation treatments may require separate scheduling as approved by COR for the convenience of the facility.

F. CALL BACKS:

1. EMERGENCY CALL BACK: The Contractor shall within four (4) hours after receipt of notification by the Contracting Officer or his/her designee, perform Integrated Pest Management (IPM) Services to correct the emergent condition. This call back service shall be accomplished at no additional charge to the Government.

2. NON-EMERGENT CALLS: Contractor shall report within mutually agreed upon time (within twelve (12) hours) with COR for non-scheduled services without additional charge to the Government.

G. REPORTING FOR SCHEDULED SERVICES:

1. Contractor shall report to room 109-11, Environmental Management office, after receiving badge, on scheduled days and time for any instructions and location of infestation (documented in BUG Book, as called in by wards, clinics, etc. as well as perform scheduled frequency tasks. They will submit a written report of all activities following each visit, with the signature of the COR or designee responsible. Contractor will be escorted by COR or designee while work is performed to ensure services have been met and to communicate with staff in target areas.

2. The Frequency Chart of the Integrated Pest Management Program are shown in attachment B. and the indicated time frames shall be a minimum basis for the scheduling of services.

3. The Task shall be scheduled to be performed on definite appointment days and in no event, shall the contractor carry on work outside of scheduled hours without approval from the COR/Supervisor, Environmental Management.

4. In the event, climate or weather conditions become unsuitable for work or may induce an environmental hazard, then the entire work shall be rescheduled to a date and time suitable for both the Contractor and COR/Supervisor, Environmental Management with no additional cost to the government.

H. SAFETY FACTORS:

All rodenticides or traps shall be placed as required and in the areas approved by the COR or his/her designee. Rodenticides, and/or traps shall be constructed in such manner that only target pest has access, must be tamper proof and replaced as necessary and per manufacturer recommendations. No pest control material or trap shall be placed where it may be recovered by patients, nor shall such material be allowed to contact food or cooking utensils. It is requested that any spraying of the lawn areas be performed after regular business hours for the safety of patients, visitors and staff.

I. STORAGE OF PEST CONTROL MATERIALS:

Storage of pest control materials or equipment are prohibited without the written approval of the COR.

J. QUALITY ASSURANCE:

All emergency complaints will be addressed and corrected within 3-hour period. (Critical areas).

Non-emergent complaints will be addressed and corrected within next scheduled service.

Failure to provide required documentation at time of service. (As stated in I. Required Contractor Reporting)

Failure to appear at scheduled service time, without cause.

Failure to provide service of locations identified by COR, from BUG Book Failure to meet prescribed timeframes shall not exceed once (1) per Quarter.

Failure to meet prescribed timeframes shall not exceed once (1) per Quarter.

Shall not exceed once (1) per year, and will be corrected in 24hours.

Failure to meet prescribed timeframes shall not exceed once (1) per Quarter.

Shall not exceed once (1) per quarter and will be corrected on next scheduled visit.

(12-hour correction for Critical Area)

K. Required Contractor Reporting

1. After each service (scheduled and non-scheduled) contractor personnel will submit documentation including but not limited to:

a. The name and address of the individual who applied the pesticide.

b. The location, by building and room number where each pesticide was applied. Contractor documentation must annotate with Work Order number or other easily identified system, to correspond to each BUG Book entry.

c. The identification of pest or pests against which the pesticide was applied.

d. The date and time of application.

e. The brand name of the pesticide applied. Name must match submitted SDS and product of items approved, no abbreviations or common name is to be used.

f. The name of the pesticide manufacturer and the federal environmental protection agency registration number of the pesticide.

g. The rate of application or amount of the pesticide applied, and the total area treated.

h. Documentation supporting contract pest management company have the proper licensing for the service being performed.

i. Site diagram(s) to include placement of all rodent control and flying insect devices, both interior and exterior.

2. The 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.

3. The Contractor will furnish the COR’s office, prior to initial application the trade names (if any), and the chemical names of all approved pesticides/chemicals along with appropriate antidote information and current –Material Safety Data Sheet (MSDS). The Contractor shall supply this information as new products are submitted for approval to the COR. All new products/chemicals must be submitted a minimum of two (2) weeks before any application is to take place.

4. The contractor will provide routine monitors that will show evidence of successfully reducing infestation problems for all buildings included in this scope of work.

L. CONTRACTOR PERSONNEL BADGES AND PARKING:

1. The contractor shall provide the COR with a list of contractor employees expected to enter the buildings. While on VA premises, all contractor personnel shall comply with the rules, regulations, and procedures governing the conduct of personnel and the operation of the facility.

2. An access badge will be given to the contractor’s employee upon entrance into VA buildings. The contractor employee must safeguard the access badge and immediately report any lost, stolen, or destroyed badges to the COR. All contract personnel must properly display their access badges. Access badges must be worn at or above the waist (facing forward.). The contractor’s employees must return the access badge(s) to the COR or designee at the end of each pick up process.

3. The contractor shall be required to comply with all security policies/requirements of (your facility). All security policies/requirements must be met, and employees cleared prior to the contractor performing work under this contract. Employees that cannot meet the security and clearance requirements shall not be allowed to perform work under this contract.

4. It is the responsibility of the contractor’s personnel to park in the appropriate designated parking areas. Parking information shall be coordinated with each facility COR.

5. VA Western Colorado Health Care System does not validate or make reimbursement for parking violations of the contractor’s personnel under any circumstance.

M. INTERFERENCE TO NORMAL FUNCTION: Contractor may be required to interrupt their work at anytime 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.

1. In the event of an emergency, contractor services may be stopped and rescheduled at no additional cost to the government.

2. Contractor personnel shall inform the COR or the designee of the need to gain access to secured areas. If access is required to secure areas, prearranged scheduling will be made with COR or designee.

Reference: VHA Directive 1850.02 Pest Management Operations National Pest Management Association, NPMA

ATTACHMENT A

LIST OF AREA/BUILDINGS TO BE SERVICED

AREA/BUILDING/FUNCTION

Building # Function

1 * Outpatient Clinics/ Pharmacy

53 * Directors Suite / Inpatient Wards/ ENDO/ ICU / Silver Team / Cardio/ Repertory / Surgery / Short Stay / Inpatient Rehab

6-10 Administration, Human Resources, HBPC

22 Education

24 Warehouse

11/18/38/49/50 EMS/ ENG / Pipe Shop/ AC Shop/ Boiler Plant

60 MRI

TOPC * (all) Tulsa 9322 E. 41st St. Tulsa, OK 74145

All Outside of the main campus grounds and the TOPC facility grounds.

* Denotes Critical Patient Care Areas

Attachment B Monthly Service will be performed during the 1st week of each month Quarterly Service will be performed during the 1st week of each new quarter (1st week of October, January, April, July) Drain Service will be performed 1st week and 3rd week of each month

Frequency Chart Base period, Plus all option periods

Kitchen/Dining (in-patient)

x

x

x

x

Note: Specific dates and times will be selected by the COR for the above scheduled service areas, not to interfere with normal operations of government work. Government reserves the right to add additional areas for inspection and/or treatment during scheduled inspections at no further charge to the government.

B.3 Quality Assurance Surveillance Plan (QASP)

Quality Assurance Surveillance Plan (QASP)

INTEGRATED PEST MANAGEMENT PLAN

Eastern Oklahoma VA Health Care System

CONTRACT PERFORMANCE MONITORING:

Monitoring of contractor’s performance shall be demonstrated through Direct Observation. The COR and/or the alternate COR shall be the VA official responsible for verifying contract compliance. After contract award, any incidents of contractor noncompliance as evidenced by the monitoring procedures shall be forwarded immediately to the Contracting Officer.

CONTRACTOR MONITORING BY SERVICE: (QASP)

At the time of contract award, the Contracting Officer will appoint a COR and the alternate COR to assist with the contract monitoring requirements. The COR (and alternate COR if appointed) will monitor such items as quality of service, timeliness of performance, customer service, cost control, and business relations. The COR will ensure that services are performed and be responsible for handling service-related requirements necessary for patient care, the Mission of VHA.

The services provided will be monitored through a variety of mechanisms, including but not limited to:

Observation Random Inspection of services provided

The Government may evaluate the quality of professional and administrative services provided; but retains no control over the medical, professional aspects of services rendered (e.g., professional judgments, diagnosis for inspections and/or testing methods), in accordance with FAR 37.401(b).

The delegated COR (and/or alternate COR) will notify the Contracting Officer of any non-compliance immediately upon his/her gaining knowledge of any such situation or incident. Initial communication may be communicated by telephone. After such communication, the COR (and/or alternate COR) will provide a written/electronic statement to the contracting officer along with any supporting documentation regarding the performance failure noted.

A summary evaluation of the contractor performance will be forwarded to the contracting officer annually prior to exercising any option year(s) and could affect positive CPARS (Contract Performance Assessment Reporting System) or other Past Performance Ratings.

PERFORMANCE REQUIREMENTS MATRIX:

Positive or Negative Past Performance Report

Non-compliance forwarded to CO.

Positive or Negative Past Performance Report

POC contact accessibility Non-compliance forwarded to CO.

Positive or Negative Past Performance Report

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

Emergency Call Backs Contract Period: Base POP Begin: 08-01-2020 POP End: 09-30-2020

Bed Bug Treatments

Wildlife Control

IPM PWE PWS Monthly Services

Weakly Work Orders

grounds application pest control

Emergency Call Backs Contract Period: Option 1 POP Begin: 10-01-2020 POP End: 09-30-2021

Bed Bug Treatments

Wildlife Control

IPM PWE PWS Monthly Services

Weakly Work Orders

grounds application pest control

Emergency Call Backs Contract Period: Option 2 POP Begin: 10-01-2021 POP End: 09-30-2022

Bed Bug Treatments

Wildlife Control

IPM PWE PWS Monthly Services

Weakly Work Orders

grounds application pest control

Emergency Call Backs Contract Period: Option 3 POP Begin: 10-01-2022 POP End: 09-30-2023

Bed Bug Treatments

Wildlife Control

IPM PWE PWS Monthly Services

Weakly Work Orders

grounds application pest control

Emergency Call Backs Contract Period: Option 4 POP Begin: 10-01-2023 POP End: 09-30-2024

Bed Bug Treatments

Wildlife Control

IPM PWE PWS Monthly Services

Weakly Work Orders

grounds application pest control

Emergency Call Backs Contract Period: Option 5 POP Begin: 10-01-2024 POP End: 07-31-2025

Bed Bug Treatments

Wildlife Control

IPM PWE PWS Monthly Services

Weakly Work Orders

grounds application pest control

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 52.217-8 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 15 days.

(End of Clause)

C.3 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 15 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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.4 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

Funds are not presently available for this contract. The Government's obligation under this contract is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are made available to the Contracting Officer for this contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.5 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.6 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause) C.7 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[X] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[] 852.233–70, Protest Content/Alternative Dispute Resolution.

[] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[X] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73,…