36C26025Q0850.docx

36C26025Q0850

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

648-25-4-5104-0062

Jennifer Sease-Neville 360-553-7624 09-5-2025

5:00PM

PDT

36C260 Network Contracting Office 20

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

X

238330 $19 Million

N/A

Department of Veterans Affairs VA Portland Healthcare System 3710 SW US Veterans Hospital Rd

Portland OR 97239 36C260 Network Contracting Office 20

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

Dept of Veterans Affairs

FMS-VA-2(101)

Financial Services Center

PO BOX 149971

Austin TX 78714-9971

Floorcare services for VA Portland Healthcare System.

Base with four (4) Option Years.

Period of Performance:

Base: 9/30/2025 - 9/29/2026 Option 1: 9/30/2026 - 9/29/2027 Option 2: 9/30/2027 - 9/29/2028 Option 3: 9/30/2028 - 9/29/2029 Option 4: 9/30/2029 - 9/29/2030

IMPORTANT: Please reference E.2 Addendum to FAR 52.212-1.

for quote submission requirements. Site visit and questions information is located here.

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 36C260

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.

https://www.tungstenautomation.com/products/einvoice-network https://www.fsc.va.gov/einvoice.asp

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

B.2 PERFORMANCE WORK STATEMENT (PWS)

1. Background

This contract will provide flooring maintenance services throughout VA Portland Health Care System (VAPORHCS).

Due to heavy traffic and use, many areas are in emergency need for routine sanitizing, sealant maintenance and restoration. This service is deemed essential by Environmental Management Services (EMS) to keep these high traffic flooring areas properly sanitized and in best visual condition.

VAPORHCS has Vinyl Composite Tile (VCT), terrazzo and ceramic tiled flooring and grout walls in public areas and restrooms throughout both Portland and Vancouver campuses. The VCT, terrazzo, and ceramic tiled flooring and grout require restoration, application of an antimicrobial protective sealant, and annual quarterly maintenance.

2. Scope

Contractor shall furnish to the Government all labor, supervision, supplies, tools and equipment, travel, and services necessary to complete restoration apply antimicrobial sealant to approximately 92,305 square feet (sq ft) of flooring, tile and grout. The contractor shall also supply quarterly maintenance services for 92,305(sq ft). This refers to the tile flooring, to include the immediate 4 inches of ceramic tile from the floor up the wall. Restorative services, as requested, to maintain a "like new” appearance of the ceramic tiled flooring and grout.

All surfaces must be free of dirt, debris, odors, and stains. Missing grout shall be replaced and match in both color and texture. Services shall include, but are limited to chemicals, restoration cleaning, coating removal, deep cleaning, scratch removal, and baseboard repair. The Contractor IS NOT required to repair loose or broken tiles.

Place of Performance:

Portland VA Medical Center 3710 SW US Veterans Hospital Road, Portland OR, 97239 Approximately 78,715 sq ft

Vancouver VA Medical Center 1601 East 4th Plain Boulevard, Vancouver, WA 98661 Approximately 13,590 sq ft

Approximate square footage of floor type:

VCT – 67,894 sq ft Portland VAMC-56,421 sq ft Vancouver VAMC-11,473 sq ft

Ceramic Tile and Grout – 17,454 sq ft Portland VAMC- 15,337 sq ft Vancouver VAMC-2,117 sq ft

Terrazzo – 6,957 sq ft Portland VAMC-6,957 sq ft

See room list for specific locations. Annotated floor plans available.

3. General Information:

3.1. The Contracting Officer’s Representative (COR) is a VA official responsible for providing contract oversight and technical guidance to the Contracting Officer (CO). Responsibilities include certification of invoices, providing technical guidance, overseeing technical aspects of the contract, and serves as a member of the inspection team. All administrative functions remain with the Contracting Officer.

3.2. The COR shall identify the location (i.e. building and room number) prior to the start of the performance.

3.3. The Contractor shall provide to the COR a schedule identifying location(s), proposed start and completion dates (estimated) within 5 days upon notification by the Government. Both parties shall make ‘best efforts’ to adhere to the scheduling. Changes to the schedule may be made as needed, upon agreement by both parties. If parties cannot reach a mutual agreement, the Contracting Officer will be the sole authority to resolve conflicts in scheduling.

3.4.The Contractor shall notify the COR upon completion of scheduled work.

Specific Tasks

All floors, except carpeted areas and Inpatient areas, shall be properly prepared before any finishing, burnishing or interim finishing to ensure they have a uniform, glossy appearance and free from obvious defects in the consistency or aesthetic of VA. All floor maintenance solutions shall be removed from baseboards, furniture, trash receptacles, etc. Chairs, trash receptacles, and other moveable items shall be moved to maintain floors underneath these items. All moved items shall be returned to their original and proper position.

All floor finish, finish removers, and any other chemical used in the maintenance of floors within the Medical Center will be submitted and approved by the COR prior to use.

All repairs to the facility not due to the Contractor’s negligence shall be the Governments responsibility.

The Contractor shall instruct Contractor employees in utilities conservation practices. The Contractor shall operate under conditions, which preclude the waste of utilities. Government telephones shall not be used for personal reasons.

Performance shall be in accordance with the standards contained herein at VAPORHCS.

4. Restoration:

4.1. Task includes all services necessary to clean and prepare flooring, grout, and tile for installation/application of antimicrobial sealant and annual quarterly maintenance services.

Restoration includes:

67,894 sq ft of VCT flooring Portland VAMC-56,421 sq ft Vancouver VAMC-11,473 sq ft

17,454 sq ft of ceramic tile Portland VAMC- 15,337 sq ft Vancouver VAMC-2,117 sq ft

6,957 sq ft of Terrazzo flooring Portland VAMC-6,957 sq ft Vancouver VAMC- 0 sq ft

4.2. All existing sealant, polish or coating shall be completely removed to ensure new sealant or floor coating properly adheres to floor. After all existing coating is removed, floors will be cleaned by flooding with clean water and a wet vacuum will be used to ensure the floor is properly prepared. Restoration also includes cleaning or regrouting of tiled floors.

5. Grout Restoration/Color Seal:

5.1. Grout lines will be chemically and mechanically cleaned using a specialized cleaner that is specifically targeted to profile grout.

5.2. The grout lines are to be color sealed to achieve consistency in appearance. A clear water flood rinse shall be applied to the floor and the residue removed by suction. Color selection of grout will be made by the COR.

5.3. Grout preparation products shall be comprised of organic and inorganic scale removing, suspending agents, penetrating detergents, water soluble solvents, compounds, viscosity control agents and odor suppressants. It shall remove embedded soils, dissolve micro-scale and mineral deposits, neutralize iron, rust, and urine stains without attacking the substrate or excessive dissolving cementation, grout, or mortar joints, or having a deleterious effect on metal, fiberglass, porcelain, or ceramic fixtures.

5.4. The grout preparations shall promote maximum contact time and applicator control of the process and reduce contact hazards to a minimum. The grout prep shall leave no residue, chalk or grit when properly rinsed. A clear water flood rinse shall be applied to the floor and the residue removed by suction.

5.5.The rinse-aide shall be removed by suction and the flooring is to be completely dried by means of mechanically generated airflow. Any excess grout or color seal must be removed to provide clean, uniform appearance of grout. The color sealing process of faded grout allows for elimination of porosity, allowing easier future maintenance and removal of bacterial and viral infections.

5.6. Any missing grout shall be replaced. The grout shall match in both color and texture. Contractor will be responsible to restore the integrity of tile & grout on vertical wall surfaces.

6. Antimicrobial Sealant Application:

6.1. All flooring, tile, and grout shall be sealed with a coat of an antimicrobial sealant that prevents the spread of viral and bacterial infections.

6.2. Sealant shall have a high gloss shine appearance when it is dried. The product shall be inorganic with an oil, urine and water repellant compound with sufficient particle size and surfactant package to allow deep penetration of porous tile substrates and must have a chemical adhesion mechanism

6.3. The sealant shall be resistant to and maintain gloss from heavy foot traffic and hospital equipment transportation. The sealant shall have slip resistant properties. The sealant shall only be applied by a certified technician to ensure consistency in all applications.

7. Maintenance Service Requirements:

Maintenance square footage requirement below:

VCT – 67,894 sq ft Portland VAMC-56,421 sq ft Vancouver VAMC-11,473 sq ft

Ceramic Tile and Grout – 17,454 sq ft Portland VAMC- 15,337 sq ft Vancouver VAMC-2,117 sq ft

Terrazzo – 6,957 sq ft Portland VAMC-6,957 sq ft Vancouver VAMC- 0 sq ft

7.1. The contractor shall provide quarterly maintenance services that assures a “like- new” appearance to all treated surfaces at all times.

7.2. All grout lines will be clean and uniform in appearance and free of dirt and debris. The condition of the sealant shall be always maintained to provide best visual appearance.

7.3. Contractor shall provide the COR with scheduled routine for deep cleaning and touch point sanitizing.

7.4. Reporting systems are to be electronic barcoding tools with time stamped verification of service to each area.

7.5. Reports are delivered weekly to COR.

7.6. Cleaning training will also be issued to EMS and any other necessary contractor using or servicing same areas.

8. Downtime: All areas shall be available for foot traffic every morning by 6 am.

9. Warranty: Service and process shall carry a 5-year warranty that covers excessive wear, yellowing and delamination.

10. Consulting Services:

10.1. Contractor shall provide ongoing consultation on the state of each serviced area.

10.2. Contractor shall assist in improving EMS performance, developing strategies, and scheduling necessary actions to ensure top performance of treated areas.

10.3. The contractor shall know the status of each area and offer advice and expertise to EMS to help their performance in terms of floor cleaning operations, routine, and strategy.

11. Surveillance:

11.1. The Government Quality Assurance (QA) person will receive complaints from hospital personnel and pass them to the Contractor’s COR for tracking and communication. Unresponsive communications will then be provided to CO for action plan.

11.2. Not to exceed 5 customer complaints for the month or reporting period. The QA shall notify the contracting officer for appropriate action in accordance with FAR 52.212.4, Contract Terms and Conditions- Commercial Products and Commercial Services (NOV 2023) or appropriate Inspection of Services clause, if any of the above service areas exceed five customer complaints.

11.3. Any employee or staff that observes unacceptable services, either incomplete or not performed, for any of the above performance objectives should immediately contact the COR and the COR shall complete appropriate documentation to record the complaint. The COR shall notify the Contractor of any complaints the same day identified. Contractor must respond to the complaint within 2 hours of notification with a written response as to how the issue will be resolved. If a response is not provided by the 2nd workday, the COR shall make the initial determination whether the response or the remediation plan is adequate and negotiate as needed with the Contractor representative.

11.4 The Government QA shall evaluate the services required by each amendment to ensure compliance.

11.5 The contractor shall perform all work required by the task or delivery order in a satisfactory manner in accordance with the appropriate PWS paragraph. The QA shall not consider the task or delivery order complete until all deficiencies have been corrected.

11.6 The Government QA shall inspect all work tasks required by each amendment to ensure contractor compliance with the appropriate paragraphs of the PWS each time the services(s) are performed. Record results of inspection, noting date and time of inspection. If inspection indicates unacceptable performance, notify the contract manager or QCI of the deficiencies for correction. The Contractor shall be given two hours after notification to correct the unacceptable performance.

12. Safety:

12.1. Contractor employees shall display warning signs, as required by VA policy including wet floor signage, caution barricade or other safety measures to ensure patient and staff safety.

12.2. Contract staff will wear personal protective clothing and/or equipment when handling, pouring, or working with chemicals or cleaning agents, which may expose the employee to injury and/or occupational illness.

12.3. No supplies or equipment will be left unattended and should be kept secured when not in use.

12.4. If the Contractor fails or refuses to promptly comply with applicable safety directives, the Contracting Officer may issue an order stopping all work until satisfactory corrective action has been taken by the Contractor. None of the time lost because of such a work stop order shall be made the subject of a claim for extension of time or for excess costs or damages to the Contractor.

12.5. The Contractor shall report all occupational exposures and all accidents resulting in death, trauma, or occupational disease to the COR. All accidents shall be reported within 24 hours of their occurrence. The COR may require the Contractor to complete certain forms to document exposures and/or accidents. The Contractor shall complete these forms promptly, at no additional cost to the Government.

12.6. The Government shall furnish only emergency first aid treatment to Contractor employees who may suffer on-the-job injuries. All emergencies will require a 911 call.

13. Schedule:

13.1. Working hours for the Contractor to perform services may be Sunday through Saturday, between 5pm to 5am, excluding Federal holidays listed in 13.3, and any other day specifically declared by the President of the United States to be a Federal Holiday.

13.2. All floor care services will be done after 5:00pm to avoid causing disruption of regular operations.

13.3. The Government shall not dictate the specific shifts established by the Contractor; however, the Contractor’s staff must be present and working during the specified timeframes. The Contracting Officer Representative (COR) must approve any changes to the Contractor’s schedule in advance.

The following are federally recognized holidays:

New Year's Day Birthday of Martin Luther King Jr.

Washington’s Birthday Memorial Day Juneteenth National Independence Day Independence Day Labor Day Columbus Day Veteran's Day Thanksgiving Day Christmas Day

14. Personnel Management:

14.1 The Contractor shall take prompt, appropriate action in all instances of employee misbehavior that may reflect adversely upon the Government. The Contractor shall furnish to the CO or COR, for review, a written report of disciplinary action taken in those instances where an infraction of a Government regulation has been reported and substantiated.

14.2 The Contractor shall provide a work schedule showing hours of operation, number of personnel providing the service, Point of Contact (POC) name and contact number to the CO and COR.

14.3 All Contractor employees, who must communicate with the COR, must be able to read, write, speak, and understand the English language to ensure the effective administration of this contract and accurate ordering of work.

14.4 While on duty and executing the specifications of this contract, Contractor employees are prohibited from using and/or possessing alcohol, non-prescription drugs, and firearms. Non-compliance with this requirement, confirmed by the COR, shall be grounds for immediate removal of the Contractor employee from the VA and baring the individual from performing further work under this contract. All contractor employees shall be required to provide customer service consistent with that of the VA’s mission.

14.5 The Contractor may be required to attend a pre-work orientation meeting prior to the commencement of work on-site. The Contractor shall be responsible to ensure that their employees coming to the worksite will receive the information required in the pre-work orientation. The VA will schedule this meeting and it will include discussion of the following topics:

Fire and Safety Infection Control Disaster Procedures Cyber Security Other (as deemed necessary for the contract)

14.6 The Contractor personnel assigned to the performance of this contract are to wear a uniform while on duty. The Contractor will provide a standard distinctive uniform that is clearly distinguishable. Uniforms are to be clean and maintained in good repair.

15. Security Requirement:

15.1 All contractor employees are subject to the same level of investigation as VA employees who have routine access to VA Facilities. The level of background investigation is commensurate with the level of access needed to perform the PWS. All Contractor employees shall be required to complete an eAPP prior to beginning services. Status must be favorably adjudicated prior to the start of work. No contractor employee may begin work without a favorably adjudication. The onboarding process can take up to several weeks depending on the response from the contractor. The COR will send out the package which includes the following:

OF 306 with addendum forms if needed Self-Certification of Continuous Service Form #2 Fingerprint Request Form

15.2 Contractor employees shall complete OF306 and addendum (if/as needed), Self-Certification of Continuous Service and Form #2 Fingerprint Request Form. OF 306 and Self Certification will be provided to the COR within 3-5 days for initial sponsorship. All forms need to be Filled out completely and legible or there is a significant chance onboarding will be impeded.

15.3 After initial onboarding documents are completed, Contractor shall schedule fingerprinting appointment. Fingerprints must be submitted by contractor employees at any Veterans Affairs Medical Center (VAMC) with a PIV enrollment. The following VAMC location conducts fingerprinting:

Portland VA Medical Center 3710 SW US Veterans Hospital Road, Portland OR, 97239

15.4 Contractor employees must complete Background Investigation prior to performing in any capacity on VA property.

15.5 The Contractor personnel shall be provided a clearly readable name identification device consisting of the Contractor’s name and the service name and will be worn on or in the left breast pocket (above the waist).

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

VAPORHCS Vancouver Campus Floor Restoration Services and Antimicrobial Sealant Application

13,590 SQ FT

See PWS and attachments Contract Period: Base POP Begin: 09-30-2025 POP End: 09-29-2026 PRINCIPAL NAICS CODE: 238330 - Flooring Contractors PRODUCT/SERVICE CODE: S201 - Housekeeping - Custodial Janitorial

VAPORHCS Portland Campus Flooring Restoration Services and Antimicrobial Sealant Application

78,715 SQ FT

See PWS and attachments Contract Period: Base POP Begin: 09-30-2025 POP End: 09-29-2026

VAPORHCS Vancouver Campus Base Year Quarterly Floor Maintenance Services

13,590 SQ FT

See PWS and attachments Contract Period: Base POP Begin: 09-30-2025 POP End: 09-29-2026

VAPORHCS Portland Campus Base Year Quarterly Floor Maintenance Services

78,715 SQ FT

See PWS and attachments Contract Period: Base POP Begin: 09-30-2025 POP End: 09-29-2026

VAPORHCS Vancouver Campus Option Year 1 Quarterly Floor Maintenance Services

13,590 SQ FT

See PWS and attachments Contract Period: Option 1 POP Begin: 09-30-2026 POP End: 09-29-2027

VAPORHCS Portland Campus Option Year 1 Quarterly Floor Maintenance Services

78,715 SQ FT

See PWS and attachments Contract Period: Option 1 POP Begin: 09-30-2026 POP End: 09-29-2027

VAPORHCS Vancouver Campus Option Year 2 Quarterly Floor Maintenance Services

13,590 SQ FT

See PWS and attachments Contract Period: Option 2 POP Begin: 09-30-2027 POP End: 09-29-2028

VAPORHCS Portland Campus Option Year 2 Quarterly Floor Maintenance Services

78,715 SQ FT

See PWS and attachments Contract Period: Option 2 POP Begin: 09-30-2027 POP End: 09-29-2028

VAPORHCS Vancouver Campus Option Year 3 Quarterly Floor Maintenance Services

13,590 SQ FT

See PWS and attachments Contract Period: Option 3 POP Begin: 09-30-2028 POP End: 09-29-2029

VAPORHCS Portland Campus Option Year 3 Quarterly Floor Maintenance Services

78,590 SQ FT

See PWS and attachments Contract Period: Option 3 POP Begin: 09-30-2028 POP End: 09-29-2029

VAPORHCS Vancouver Campus Option Year 4 Quarterly Floor Maintenance Services

13,590 SQ FT

See PWS and attachments Contract Period: Option 4 POP Begin: 09-30-2029 POP End: 09-29-2030

VAPORHCS Portland Campus Option Year 4 Quarterly Floor Maintenance Services

78,715 SQ FT

See PWS and attachments Contract Period: Option 4 POP Begin: 09-30-2029 POP End: 09-29-2030

GRAND TOTAL

B.4 DELIVERY SCHEDULE

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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; 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 52.252-2 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):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

C.3 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.4 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

C.5 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 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.6 52.219-14 LIMITATIONS ON SUBCONTRACTING (OCT 2022)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Definition. Similarly situated entity, as used in this clause, means a first-tier subcontractor, including an independent contractor, that—

(1) Has the same small business program status as that which qualified the prime contractor for the award (e.g., for a small business set-aside contract, any small business concern, without regard to its socioeconomic status); and

(2) Is considered small for the size standard under the North American Industry Classification System (NAICS) code the prime contractor assigned to the subcontract.

(c) Applicability. This clause applies only to—

(1) Contracts that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(3) Contracts that have been awarded on a sole-source basis in accordance with subparts 19.8, 19.13, 19.14, and 19.15;

(4) Orders expected to exceed the simplified acquisition threshold and that are—

(i) Set aside for small business concerns under multiple-award contracts, as described in 8.405–5 and 16.505(b)(2)(i)(F); or

(ii) Issued directly to small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii);

(5) Orders, regardless of dollar value, that are—

(i) Set aside in accordance with subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 8.405–5 and 16.505(b)(2)(i)(F); or

(ii) Issued directly to concerns that qualify for the programs described in subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 19.504(c)(1)(ii); and

(6) Contracts using the HUBZone price evaluation preference to award to a HUBZone small business concern unless the concern waived the evaluation preference.

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees that in performance of a contract assigned a North American Industry Classification System (NAICS) code for—

(1) Services (except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract;

(2) Supplies…