36C26018Q0237-001.docx

36C26018Q0237

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

463-18-1-737-0010 36C26018Q0237 03-14 -2018 Daniel Szambelan daniel.szambelan@va.gov 509-321-1911 03-22-2018 3:00 p.m. EST 36C260 Department of Veterans Affairs Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver WA 98662 X X 561710 $11 Million X N/A X Department of Veterans Affairs Alaska VA Health Care System 1201 N Muldoon Road Anchorage AK 99504 36C260 Department of Veterans Affairs Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver WA 98662

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center

PO BOX 149971

Austin TX 78714-9971 See CONTINUATION Page Services Non Personal. Contractor shall provide pest control and bed bug management for the Alaska VA Health Care System (AVAHS) in accordance with the SOW.

Period of Performance:

Base: Date of Award - 03/31/2019

OY1: 04/01/2019 - 03/31/2020

OY2: 04/01/2020 - 03/31/2021

OY3: 04/01/2021 - 03/31/2022

OY4: 04/01/2022 - 03/31/2023

See CONTINUATION Page X X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer 36C260 Department of Veterans Affairs Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver WA 98662

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

FMS-VA-2(101)

Financial Services 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 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes FAR 52.219-14 Limitations on Subcontracting. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's 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's compliance with the limitations on subcontracting or percentage of work performance requirement.

B.3 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.

36C26018Q0237

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B.4 STATEMENT OF WORK PEST CONTROL

Statement of Work Integrated Pest Management Services (IPMS) Part of Integrated Pest Management (IPM) Department of Veterans Affairs Alaska Veteran Affairs Healthcare System 1201 North Muldoon Road Anchorage, AK 99504 And Anchorage, AK Catchment Area

A. GENERAL:

1. Veterans Affairs Medical Center (VAMC) has a need for Integrated Pest Management Services (IPMS) that are a part of a comprehensive Integrated Pest Management (IPM) program. IPM is a process for achieving long term, environmentally sound pest suppression through the use of a wide variety of technological and management practices. Control strategies in an IPM program extend beyond the application of pesticides to include structural and procedural modifications that reduce the food, water, harborage, and access used by pests. Contractor provided IPMS will be utilized as stated within Statement of Work. IPMS will be utilized in all grounds and buildings herein the VAMC.

2. The contractor shall provide all supervision, labor, materials, tools, supplies, equipment, transportation, and applicable licenses and permits necessary to perform pest control and removal services and bed bug surveillance and eradication (heat treatment only allowed) and control for the Alaska Veteran Affairs Healthcare System at the Domiciliary, Veteran Industry, Transitional Housing units, and the Alaska VA Muldoon Clinic in a manner that ensures the health and general well-being of patients, staff, and visitors. The contractor shall provide a Pest Management Plan. The Pest Management Plan shall be provided for the treatment of all pests to include bed bugs (heat treatment only). All infestations will be addressed until complete elimination of pests, with routine surveillance, and follow-up treatment provided per requirements.

LOCATIONS OF SERVICES PROVIDED:

Work Hours:

Regular hours are 8:00 am to 4:00 pm, local time, Monday through Friday except for Federal Holidays. Work outside the normal working hours when directed by the VA must be with the written approval of the Contracting Officer unless those hours have been included. Work outside these hours at the request of the Contractor shall not result in any increase in price.

LEGAL HOLIDAYS (FEB 2007)

(a)The Federal Government observes the following days as holidays. Except by special alternative arrangement, scheduled maintenance will be provided only during normal Business Hours. Business Hours/Days: are defined as the time of 7:00 AM to 5:00 PM, Monday through Friday, excluding Federal holidays:

*If the date falls on a Saturday, the Government holiday is the preceding Friday. If the date falls on a Sunday, the Government holiday is the following Monday.

(b) In addition to the days designated as holidays, the Government observes the following days:

1. Normal Work Hours: The service schedule will be developed between the contractor and Contracting Officer’s Representative (COR) prior to any service being performed.

2. Off Business Hours are defined as the time of 5:00 PM to 6:00 AM, Monday through Friday, all day Saturday, Sunday and Federal holidays.

3. Pesticide Spraying: Shall be completed during hours of lowest occupancy, weekend or after hours.

B. SPECIFICATIONS:

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 primary control for bed bugs must include heat treatment measures per nationally recognized standards/practices for total area extermination.

3. The accepted Pest Control Management Plan for all pests to include bed bugs will be the basis to communicate the contractor’s approach and assess quality.

4. Routine surveillance and scheduled treatments per the approved pest management plan, and requested services shall be coordinated with the COR to receive any special instructions or for location of infestation. They will submit a written report of all activities following each visit, with the signature of the COR or designee responsible.

C. CALL BACKS:

1. EMERGENCY CALL BACK: The Contractor shall within 24 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 with COR for non-scheduled services without additional charge to the Government.

D. Reporting for Scheduled Services:

1. Contractor shall report to COR at agreed location on scheduled days for any instructions for location of infestation, as called in by wards, clinics, etc. They will submit a written report of all activities following each visit, with the signature of the COR or designee responsible.

2. Must be able to provide same day emergency pest control services within four (4) hours of notification by telephone or email. Notification will be given during normal business hours 8:00AM – 4:30PM. Same day treatment includes:

a. Bed bug inspection by Pest Technician or K-9

b. Other pest emergencies as identified by COR E. Certificates and Licenses:

1. Pest control operators/service techs applying pesticides must possess a current Alaska Commercial Pesticide Applicator certificate/license. The contractor will be responsible to ensure that all licenses and training certificates are kept current; staff is well trained and aware of new innovative technology. The contractor shall provide names of all their staff assigned to work at the Alaska VA Healthcare System. In addition, a hard copy of all Certificates and Licenses will be filed by the COR.

F. COMPLIANCE/ REGULATIONS

1. Contractor must obey all Environmental Protection Agency (EPA) regulations.

a. Every pesticide bought, sold, or used in the United States must, by law, be registered by the U.S. EPA and in each of the states. EPA approves not only the product itself, but also each separate use for which it is intended, and the product label. Contractor is responsible for applying only those pesticides that are registered.

2. Contractor must obey all Department of Transportation (DOT) regulations.

a. Shipment of pesticides and other dangerous substances across state lines is regulated by the federal DOT.

3. Contractor must obey all Occupational Safety and Health Administration (OSHA) regulations.

G. STORAGE OF PEST CONTROL MATERIALS:

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

H. Bed bug control:

1. Surveillance: Normal Surveillance shall be performed by VA Industrial Hygiene or Safety Staff. When location cannot be confirmed by in-house visual surveillance, the contractor shall survey the extent of the suspected bed bug infestation in requested rooms/areas. If infestation is indicated beyond suspected areas, surveillance is to continue until infestation is fully indicated. Surveillance will be determined using an area method using units of 150 square feet. Surveillance shall be requested using and estimated area. Small area would be one room of about 150 square feet (SF). Medium area would be about 500 SF. Large area would about 1000 SF. When estimating the size, use the bigger size not the smaller. For example, if two offices or two bedrooms are suspected, use two small units for invoicing. If a conference room and an office, use the medium size for invoicing. For the atrium area of the DOM (2000 SF) use two large units or 4 medium units. When surveillance has been completed, Contractor and COR (or COR representative) will agree on an area to be invoice.

2. Treatment of Bed Bug Infestation shall only be done using the heat treatment method, following accepted industry norms. Treatment will be on a unit area method using area determined from the surveillance of Item H.1 above.

I. Other Pest control services:

1. Each building shall be sprayed with protective outer pesticide around perimeter of building (at minimum of three feet up and three feet out) annually.

2. Each facility/building shall be equipped with “catch-all” mouse trapping stations at each entrance, which are meant to capture small pests prior to entry into facilities.

J. required contractor reporting:

1. Before any services are provided at the beginning of the contract, the contractor shall submit MSDS’s for all chemicals in which the contractor plans on using for the contract. This logbook shall be maintained by the COR for each application made at the facility. The contractor shall also provide e-mail addresses and telephone numbers for all personnel performing duties at the Alaska VA Healthcare System and for all the individuals responsible for this contract.

2. Prior to initial application of pesticides, the trade names (if any) and chemical names of the chemicals used and a label showing the contents, the use strength of the chemical as applied and the antidote thereto. The contractor shall furnish the same information each time chemicals or products used are changed in the performance of this contract. This information is required by the Employee Health for emergency treatment in the event of ingestion of and /or contact with the material by humans.

3. After each service (scheduled or non-scheduled) contractor personnel shall submit documentation including but not limited to:

a. The name and address of the individual who applied/performed the treatment

b. The location by building and room number where each treatment was applied

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

d. The date and time of application

e. The brand name of the pesticide applied

f. The name of the pesticide manufacturer or 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

4. 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.

5. The contractor shall furnish pesticide information to the COR office prior to initial application 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.

K. safety requirements:

1. Contractor Shall Submit SDS on all chemicals and materials used for pest control. Contractor is not permitted to use any pest control product unless it has received approval by COR or VA Safety and Security Staff. All pesticides or traps shall be placed only at times and in the areas approved by the COR or its designee. Pesticides and/or traps shall be replaced as necessary and per manufacturer recommendations. No pest control material shall be allowed to contact food or cooking utensils.

L. security requirements:

1. The contractor employees shall not have access to VA sensitive or computer information and will not require routine access to VA Facilities. The contractor employees shall require intermittent access only and will be escorted by VA employees while at VA Facilities. No background investigation is required.

2. The contractor shall provide the COR with a list of contractor employees expected to enter the buildings to perform work. 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.

3. Current VA policies do require a contractor have the following before unescorted access may be granted to VA facilities and/or access to VA Information Technology resources. An access badge will be given to the contractor's employee upon completion of a favorably adjudicated Special Agreement Check (SAC) or "Closed, No Issues" SAC fingerprint result, training delineated in VA Handbook 6500.6 (Appendix C. Section 9), and a signed "Contractor Rules of Behavior." entrance into VA buildings through the Police Services, or COR. 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 Police Service or upon completing services at the respective facility.

4. The contractor shall be required to comply with all security policies/requirements. 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.

5. The right is reserved to thoroughly inspect and investigate the contractor’s vehicles, equipment, business reputation, past performance history and other qualifications, and to reject any offer, irrespective of price, if it shall be administratively determined lacking any of the essential necessary to assure acceptable standards of performance.

M. Interference to Normal Function:

1. 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.

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

3. 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.

N. Contracting Officers Representative (COR) The contract COR is:

NAME: Nicholas Pleiman VAMC: Alaska Muldoon Clinic ADDRESS: 1201 North Muldoon Rd Anchorage, AK 99504

PHONE NUMBER: 907-257-6737

EMAIL: Nicholas.Pleiman@va.gov

O. Location of services provided

List of area TBA:

1. Other locations for the Alaska catchment area may be added to the contract via bilateral modification after award. This includes trained field service technicians with Alaska Commercial Pesticide Applicator certificate/license available during the contract to perform emergency services on an as-needed basis. Emergency Services will be paid at prevailing per-call rates for travel and labor.

ATTACHMENT – LIST OF AREA/BUILDINGS TO BE SERVICED

AREA/BUILDING/FUNCTION

Building No. 1 – Building 100, Main Clinic Building No. 2 – Building 3001, DOM and Veterans Industries addition, including basement, first floor and second floor, including kitchen area Building No. 3 – Transitional Housing 709 Hoyt St., 4 Unit apartment complex.

Building No. 4 - Transitional Housing 944 E 12th St., 8 Unit apartment complex.

Building No. 5 - Transitional Housing 932 E 12th St., 8 Unit apartment complex P. Period of performance (POP) Contract will be one base period plus four option years.

Base Period: Date of Award – 03/31/2019 Option One: 04/01/2019 – 03/31/2020 Option Two: 04/01/2020 – 03/31/2021 Option Three: 04/01/2021 – 03/31/2022 Option Four: 04/01/2022 – 03/31/2023

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

Contract Period: Base POP Begin: 04-01-2018 POP End: 03-31-2019

Contract Period: Base POP Begin: 04-01-2018 POP End: 03-31-2019

Contract Period: Base POP Begin: 04-01-2018 POP End: 03-31-2019

Contract Period: Base POP Begin: 04-01-2018 POP End: 03-31-2019

Contract Period: Base POP Begin: 04-01-2018 POP End: 03-31-2019

Contract Period: Base POP Begin: 04-01-2018 POP End: 03-31-2019

Contract Period: Base POP Begin: 04-01-2018 POP End: 03-31-2019

Contract Period: Option 1 POP Begin: 04-01-2019 POP End: 03-31-2020

Contract Period: Option 1 POP Begin: 04-01-2019 POP End: 03-31-2020

Contract Period: Option 1 POP Begin: 04-01-2019 POP End: 03-31-2020

Contract Period: Option 1 POP Begin: 04-01-2019 POP End: 03-31-2020

Contract Period: Option 1 POP Begin: 04-01-2019 POP End: 03-31-2020

Contract Period: Option 1 POP Begin: 04-01-2019 POP End: 03-31-2020

Contract Period: Option 1 POP Begin: 04-01-2019 POP End: 03-31-2020

Contract Period: Option 2 POP Begin: 04-01-2020 POP End: 03-31-2021

Contract Period: Option 2 POP Begin: 04-01-2020 POP End: 03-31-2021

Contract Period: Option 2 POP Begin: 04-01-2020 POP End: 03-31-2021

Contract Period: Option 2 POP Begin: 04-01-2020 POP End: 03-31-2021

Contract Period: Option 2 POP Begin: 04-01-2020 POP End: 03-31-2021

Contract Period: Option 2 POP Begin: 04-01-2020 POP End: 03-31-2021

Contract Period: Option 2 POP Begin: 04-01-2020 POP End: 03-31-2021

Contract Period: Option 3 POP Begin: 04-01-2021 POP End: 03-31-2022

Contract Period: Option 3 POP Begin: 04-01-2021 POP End: 03-31-2022

Contract Period: Option 3 POP Begin: 04-01-2021 POP End: 03-31-2022

Contract Period: Option 3 POP Begin: 04-01-2021 POP End: 03-31-2022

Contract Period: Option 3 POP Begin: 04-01-2021 POP End: 03-31-2022

Contract Period: Option 3 POP Begin: 04-01-2021 POP End: 03-31-2022

Contract Period: Option 3 POP Begin: 04-01-2021 POP End: 03-31-2022

Contract Period: Option 4 POP Begin: 04-01-2022 POP End: 03-31-2023

Contract Period: Option 4 POP Begin: 04-01-2022 POP End: 03-31-2023

Contract Period: Option 4 POP Begin: 04-01-2022 POP End: 03-31-2023

Contract Period: Option 4 POP Begin: 04-01-2022 POP End: 03-31-2023

Contract Period: Option 4 POP Begin: 04-01-2022 POP End: 03-31-2023

Contract Period: Option 4 POP Begin: 04-01-2022 POP End: 03-31-2023

Contract Period: Option 4 POP Begin: 04-01-2022 POP End: 03-31-2023

Base Period Total

Option Period One (1) Total

Option Period Two (2) Total

Option Period Three (3) Total

Option Period Four (4) Total

Contract Value GRAND TOTAL

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 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation…