36C25923Q0662.docx

36C25923Q0662

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.

UEI:

EFT:

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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

36C25923Q0662 07-25-2023 Jeff Eller 918-577-3282 11-27-2023 15:00

CST

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X X 561730 $9.5 Million N/A X Department of Veterans Affairs Miles City VA Clinic 210 S Winchester Ave Miles City MT 59301 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Year Round Grounds Maintenance / Snow Removal for the Miles City, MT Community Based Outpatient Clinic (CBOC), 210 South Winchester, Miles City, MT 59301.

Respond to Solicitation: email jeffery.eller@va.gov and by date and time in block 8.

See CONTINUATION Page X X Mitchael Purdom

VA-VHA-RPOW-2023-0060

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

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

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.

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

B.2 CONTRACTOR PAYMENT REQUESTS

Contractor e-Invoice Set-Up Information: Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

· Access the web site for more invoicing instructions: https://www.fsc.va.gov/einvoice.asp

· Tungsten e-Invoice Setup Information: 1-877-489-6135

· Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

· FSC e-Invoice Contact Information: 1-877-353-9791

· FSC e-invoice email: vafsccshd@va.gov Payment requests may be impacted if contractor fails to maintain SAM registration, has legally changed its business name or "doing business as" name (whichever is shown on the contract), or has transferred the assets used in performing the contract. Refer to FAR clause 52.204-13.

**Vendor must remain "Active" in SAMs for entire contract term**

B.3 PERFORMANCE WORK STATEMENT (PWS)

PERFORMANCE WORK STATEMENT

GROUNDS MAINTENANCE SERVICES

PURPOSE: Miles City VA Community Living Center requires the contractor to provide grounds maintenance is performed at VA Montana Health Care Facility Miles City, Montana, in accordance with the Performance Work Statement (PWS), in an efficient and cost-effective manner, supporting the VA mission.

PLACE OF PERFORMANCE:

Miles City VA Community Living Center 210 S. Winchester Ave.

Miles City, MT 59301

This is a non-personal services contract. The Contractor, its employees, agents and subcontractors shall not be considered VA employees for any purpose of fulfilling the PWS and shall be considered employees of the Contractor. Contractor shall furnish all labor, materials, equipment, tools, transportation , and supervision necessary to provide services in accordance with this Performance Work Statement (PWS).

1.1. MAINTAIN IMPROVED GROUNDS.

1.1.1. Mow Improved Grounds. Grass shall be cut on approximately 9.8 acres of improved grounds as indicated in Appendix B. Grass clippings shall be removed when visible after mowing. Contractor shall maintain the growth of grass height on improved grounds between 1 to 4 inches depending upon the type of grass. The height is a guideline for a neat and professional appearance. All improved grounds shall look well-manicured at all times.

1.1.2. Edging. Sidewalks, driveways, curbs, and other concrete or asphalt edges located in the improved grounds areas shall be edged at least every other mowing. Areas that require edging are shown in Appendix B. Edging shall include removal of vegetation from cracks in sidewalks, driveways, and curbs within .5 inch of the edged surface and to a depth of 2.0 inches. This work involves approximately 17,263 linear feet of sidewalks, driveways, and curbs in areas indicated in Appendix B.

1.1.3. Trimming. Grass and weeds shall be trimmed around trees, shrubs, buildings, fences, poles, posts, fire hydrants, parking lot bumper blocks, boulders, and other fixed obstacles. Trimming height shall match surrounding area grass heights. This task involves all improved grounds as shown in Appendix B. All areas shall be trimmed concurrent with mowing. Damage to trees, shrubs, property, and sprinkler systems from trimming shall be repaired by the contractor at no additional cost to the Government. If a plant should die or become unhealthy due to damage, the contractor will be responsible for replacing the damaged plant with a plant of same size and type. Plant replacement shall occur within 15 days of noticed damage.

1.1.4. Irrigation. Irrigation will be accomplished using the Government installed Automated system identified in Appendix C. The contractor shall not adjust or tamper with irrigation system. The Contractor shall monitor and report any abnormalities to the onsite Building Manager or Contracting Officer’s Representative (COR). The contractor shall provide watering hoses and portable watering devices for irrigating areas that do not have sprinkler systems.

1.1.5. Remove Debris/Police Grounds and Empty Trash Receptacles. The contractor shall perform general litter patrol in all areas identified in Appendix B. Responsibilities shall include, but not be limited to, the removal and disposal of all natural debris, (tree limbs, dry brush, rodent habitats, dead animals, etc.), and man-made debris. Contractor shall police areas 2 days per week and empty trash receptacles. During the fall months, fallen leaves shall be removed weekly from the entire campus indicated in Appendix B. At other times leaves shall be removed as necessary. Dispose of all debris at an off-base location in accordance with existing local, state, and federal regulations.

1.1.6. Repair Damaged Areas. Areas damaged by contractor vehicles, erosion, drought or insect/diseases shall be seeded, sprigged, or sodded to meet the standards of surrounding areas. Other than lawn areas will be repaired to match the surrounding area. Tree removal shall be accomplished if a tree is killed by insect and a sapling of similar type planted.

1.1.7. Advise Pest Identification and Control. During performance of grounds maintenance services, identify pests and report to facilities management for recommended treatment.

1.1.8. Aerate Soil. Aerate soil on 9.8 improved grounds to maintain grounds in a healthy state.

1.2. EMERGENCY AND SPECIAL EVENT SERVICES. Upon notification by the contracting officer through the issuance of a delivery order, the contractor shall perform emergency or special event grounds maintenance required in areas covered under this contract. Upon notification of an emergency, the contract manager shall respond within three (3) hours to meet with the contracting officer and COR and initiate emergency services. Upon receiving direction by the contracting officer, contractor personnel shall begin emergency work within two hours. The contracting officer will notify the contractor as soon as a special event requirement is known, but no less than 24 hours prior to the event.

1.3. VEGETATION CONTROL.

1.3.1. Perform Vegetation Control. The contractor shall maintain selected semi-improved grounds to prevent fire hazards or for security reasons. Vegetation in these areas, shown in Appendix B, shall be mowed to remain between 4 and 12 inches.

1.4. MAINTAIN TREES/SHRUBS/HEDGES.

1.4.1. Trimming/Pruning. Contractor shall prune trees in improved and semi-improved areas on a 3 to 5 year pruning cycle. Pruning shall be accomplished in accordance with industry (ANSI Z133.1 - 1994) standards. Class II medium pruning shall be used in general on all trees. Class IV pruning shall be used only for lifting, removal, and/or cutback of branches that conflict with normal traffic or safety in the vicinity of the trees. Minimum safety clearance is 14 feet over streets, 12 feet over driveways, 8 feet over walk areas, and 4 feet from buildings. Other trees shall be pruned on an as-required basis to provide safety, clearances and/or to prevent structural damage. Topping and de-horning shall not be permitted. Trimming/pruning of trees around utility poles/power lines is the responsibility of the contractor. Notify the COR when trimming/pruning around utility poles/power lines is needed. Shrubs, small trees, and other plants shall be maintained according to the American Society of Landscape Architect's standards. They shall be pruned as required to maintain their natural growth characteristics. Hedges shall be maintained to their natural mature height and shape. Broadleaf evergreens and flowers beds shall be pruned annually or as required maintaining clearances of minimum of 3 inches from buildings, sidewalks, or other obstructions.

1.4.2. Maintain Bedding and Planted Areas. Fertilize, water, edge, eliminate weeds, maintain mulch, and repair or replace damaged plants in shrub and plant beds as identified in Appendix A. All weeds shall be removed or eradicated manually or mechanically, but not chemically.

1.5. MAINTAIN IRRIGATION SYSTEM: The contractor shall monitor and report any abnormalities of all water control devices and irrigation systems. The contractor shall ensure that the systems are in good working order and in operating condition at all times. Appendix C indicates the irrigation system where the contractor’s responsibility of insuring that all sprinkler heads are working and free and clear of obstructions. The contractor shall replace any sprinkler head that is broken or malfunctioning. The contractor shall not alter, tamper, or adjust watering times. Any changes to the watering schedule shall be coordinated with the COR.

1.6. PERFORM SNOW/ICE REMOVAL.

1.6.1. Basic Services. The contractor shall remove snow and ice from all paved areas, sidewalks, steps, stairs, landings, and entrance ramps as shown in Appendix A and B. The contractor shall ensure a pathway of 3 feet wide is free of snow accumulation, piles, or drifts by removing all snow and ice from sidewalks, steps, landings, and entrance ramps. The contractor shall remove snow, including drift or piles, from all remaining paved surfaces such as roads and parking lots as shown on the map in Appendix B. The Snow in walkways and entrances shall be removed when accumulation exceeds one (1) inch or within one (1) hour after snowfall stops. For areas identified as Parking and Roadways, the contractor shall remove snow when accumulation reaches 3 inches or within 2 hours after the snowfall stops. This may require multiple snow/ice removals each day. When snowfall is heavy or accumulations become excessive, the contractor must place excess snow in accumulation points identified in Appendix B.

1.6.1.1. Remove Ice. The contractor shall immediately remove ice to provide secure footing or safe driving conditions by the snow removal operation or by sanding with washed sand. The contractor will provide all sand material and shall remove and dispose of excess sand accumulation.

2. SERVICE DELIVERY SUMMARY. The contractor service requirements are summarized into performance objectives that relate directly to mission essential items. The performance threshold briefly describes the minimum acceptable levels of service required for each requirement. These thresholds are critical to mission success.

Mow Improved Grounds

Edging

Trimming

Perform Vegetation Control

Maintain Bedding and Planted Areas

Security

Special Qualifications

Communication

3. GOVERNMENT FURNISHED PROPERTY AND SERVICES.

See Appendix E for Government Furnished Property

4. GENERAL INFORMATION.

4.1. Quality Control. The contractor shall develop, submit for contracting officer approval, and maintain a quality program to ensure grounds maintenance services are performed in accordance with established standards of Professional Grounds Management Society (PGMS), National Arborist Association, American Society of Landscape Architects, and the local county extension office. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. As a minimum the contractor shall develop quality control procedures addressing the areas identified in paragraph 2, Service Delivery Summary.

4.2. Quality Assurance. The government will periodically evaluate the contractor’s performance in accordance with the Quality Assurance Surveillance Plan.

4.3. Hours of Operation. Contractor shall perform grounds keeping operations Monday through Friday between the hours of 7:30 am and 4:30 pm. Grounds keeping shall not be accomplished on weekends or holidays. Snow and Ice removal shall be accomplished at any time as per the specifications listed in section 1.6 Federal Holidays: New Year’s Day, Dr. Martin Luther King Jr’s Birthday, President’s Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day, Christmas Day, and any other day specifically declared a National Holiday by the President of the United States.

4.4. Security Requirements. Contractors shall be in a uniform that clearly identifies them as the servicing contractor. The onsite Project Manager shall check in with the Miles City VA Building Manager first thing each service day.

4.5. Special Qualifications. All contract personnel assigned to dispense fertilizers, herbicides, and pesticides shall be trained and certified in accordance with local, State, and Federal policies.

4.6. Communication. Communication between the Contractor, Contracting Officer, and COR shall be performed electronically through email and verbally in person or over the phone. The Contractor shall establish an administrative process that allows for electronic communication and records management. All invoices shall be electronically transmitted using the web based Department of Veterans Affairs Electronic Invoicing application. All reports and submittals shall be transmitted via email to the COR.

4.7 Contractor Assigned Areas and Housekeeping. Contractor shall not bring to, park on, or store excess equipment or supplies on the Miles City campus that do not support the maintenance of this facility. The Contractor shall not use this facility as a staging area for other non-VA contracts. All Contractor assigned areas shall be kept neat and clean at all times. All equipment shall be maintained in a manner that is orderly and in good repair. Spilt oil and fuel shall be cleaned up immediately and disposed of in accordance with Local, State, and Federal Laws.

4.8 Hazardous Material and Hazardous Waste Management. Contractor shall be responsible for managing all hazardous material used for this contract in accordance with Local, State, and Federal regulations (per industry standards). Contractor shall train all assigned staff in proper management and spill response. MSDSs shall be current and identify all chemicals used for this contract. MSDSs shall be kept in a binder and ready for inspection on site at all times. Contractor shall respond to hazardous spills created by their staff and equipment immediately. Clean up shall be accomplished in accordance with Local, State, and Federal regulations (per industry standards).

4.8 Privacy Statement

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

5.0 Appendices

A. Estimated Workload Data B. Site Plans C. Irrigation Map D. Irrigation Schedule E. Government Furnished Property/Services/Equipment

APPENDIX A

ESTIMATED WORKLOAD DATA

ITEM

NAME

ESTIMATED QUANTITY

APPENDIX B

SITE PLANS

APPENDIX C

IRRIGATION MAP

APPENDIX D

IRRIGATION SCHEDULE

APPENDIX E

GOVERNMENT FURNISHED PROPERTY/SERVICE/EQUIPMENT

POSSIBLE ITEMS ARE:

· 2 equipment Parking Spaces

· One Garage Area w/ approximately 400 SF

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

Provide all transportation, equipment, supplies and services needed and perform Grounds Maintenance in accordance with the Performance Work Statement Contract Period: Base POP Begin: 12-01-2023 POP End: 11-30-2024 PRINCIPAL NAICS CODE: 561730 - Landscaping Services PRODUCT/SERVICE CODE: S208 - Housekeeping - Landscaping/Groundskeeping

Provide all transportation, equipment, supplies and services needed and perform Grounds Maintenance in accordance with the Performance Work Statement Contract Period: Option 1 POP Begin: 12-01-2024 POP End: 11-30-2025

Provide all transportation, equipment, supplies and services needed and perform Grounds Maintenance in accordance with the Performance Work Statemen Contract Period: Option 2 POP Begin: 12-01-2025 POP End: 11-30-2026

Provide all transportation, equipment, supplies and services needed and perform Grounds Maintenance in accordance with the Performance Work Statement.

Contract Period: Option 3 POP Begin: 12-01-2026 POP End: 11-30-2027

Provide all transportation, equipment, supplies and services needed and perform Grounds Maintenance in accordance with the Performance Work Statement Contract Period: Option 4 POP Begin: 12-01-2027 POP End: 11-30-2028

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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. 4701 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 PRODUCTS AND COMMERCIAL SERVICES 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 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (DEVIATION)

(a) Definition. for the Department of Veterans Affairs, ‘‘Service-disabled Veteran-owned small business concern or SDVOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.201, Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled Veterans (or eligible surviving spouses) or, in the case of a service-disabled Veteran with permanent and severe disability, the spouse or permanent caregiver of such Veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been certified for ownership and control pursuant to 38 U.S.C. 8127, 13 CFR 128, and is listed as certified in the SBA certification database at https://veterans.certify.sba.gov/; and

(v) The business agrees to comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size, government contracting, and the Veteran Small Business Certification Program at 13 CFR parts 121, 125, and 128.

(2) The term ‘‘Service-disabled Veteran’’ means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(3) The term ‘‘small business concern’’ has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term ‘‘small business concern owned and controlled by Veterans with service-connected disabilities’’ has the meaning given the term ‘‘small business concern owned and controlled by service-disabled veterans’’ under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)).

(5) The term “SDVOSB participant” or certified SDVOSB means a small business that has been certified in the SBA Veteran Small Business Certification Program and listed in the SBA certification database (see 13 CFR 128.102).

(b) General. In order for a concern to submit an offer and be eligible for the award of an SDVOSB set-aside or sole source contract, the concern must qualify as a small business concern under the size standard corresponding to the NAICS code assigned to the contract and be listed as an SDVOSB participant in the SBA certification database as set forth in 13 CFR 128.

(1) Offers received from entities that are not certified SDVOSBs and listed in the SBA certification database at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made to a certified SDVOSB listed in the SBA certification database who is eligible at the time of submission of offer(s) and at the time of award.

(3) The requirements in this clause apply to any contract, order or subcontract where the firm receives a benefit or preference from its designation as an SDVOSB, including set-asides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C. 8127(e), only certified SDVOSBs listed in the SBA certification database are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible and certified SDVOSB as defined in this clause, 13 CFR 121, 125, and 128, and VAAR subpart 819.70.

(d) Agreement/LOS certification. When awarded a contract action, including orders under multipleaward contracts, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size, and government contracting programs at 13 CFR part 121 and part 125, including the non-manufacturer rule and limitations on subcontracting (LOS) requirements in 13 CFR 121.406(b) and 13 CFR 125.6. For the purpose of limitations on subcontracting, only certified SDVOSBs listed in the SBA certification database (including independent contractors) shall be considered eligible and/or ‘‘similarly situated’’ (i.e., a firm that has the same small business program status as the prime contractor). An otherwise eligible firm further agrees to comply with the required LOS certification requirements in this solicitation (see 852.219–75 or 852.219–76 as applicable). These requirements are summarized as follows:

(1) Services. In the case of a contract for services (except construction), the SDVOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance to firms that are not certified SDVOSBs listed in the SBA certification database (excluding direct costs to the extent they are not the principal purpose of the acquisition and the SDVOSB/ VOSB does not provide the service, such as airline travel, cloud computing services, or mass media purchases). When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract.

(2) Supplies/products.

(i) In the case of a contract for supplies or products (other than from a non-manufacturer of such supplies), the SDVOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified SDVOSBs listed in the SBA certification database. When a contract includes both supply and services, the 50 percent limitation shall apply only to the supply portion of the contract.

(ii) In the case of a contract for supplies from a non-manufacturer, the SDVOSB prime contractor will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) has been granted. Refer to 13 CFR 125.6(a)(2)(ii) for guidance pertaining to multiple item procurements.

(3) General construction. In the case of a contract for general construction, the SDVOSB prime contractor will not pay more than 85% of the amount paid by the government to the prime for contract performance, excluding the cost of…