36C26119Q0075-002.docx

36C26119Q0075

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

662-19-1-6033-0019 36C26119Q0075 11-14 -2018 Angela Gerlitzki 916-458-1258 12-14 -2018

612MCP

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Northern California HealthCare System 5342 Dudley Blvd, Bldg 209 McClellan CA 95652-2609 X X 561720 $18 Million X N/A X VA Northern California Healthcare System 5342 Dudley Blvd., Bldg. 209 McClellan CA 95652

612MCP

Department of Veterans Affairs Department of Veterans Affairs VA Northern California HealthCare System 3230 Peacekeeper Way, Bldg. 209 McClellan CA 95652-1012

Department of Veterans Affairs FMS VA-9(101) Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Window Cleaning Services for the San Francisco CA VA Medical Center (SFVAMC) in accordance with the Statement of Work.

Quote instructions are provided in provision 52.212-1.

Evaluation criteria is provided in provision 52.212-2.

See Section E: FAR 52.237-1 SITE VISIT This is a Service Disabled Veteran Owned Small Business (SDVOSB) set-aside.

See CONTINUATION Page 662-3690162-6033-856400-2542 010056100 X X 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 36C261 Angela Gerlitzki (Contract Specialist) Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Northern California HealthCare System 5342 Dudley Blvd, Bldg 209 McClellan CA 95652-2609

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-9(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 PRICE/COST SCHEDULE

ITEM INFORMATION

The Contractor shall furnish all necessary and appropriate labor, supervision, materials, equipment, and supplies to provide semi-annual (twice per year) interior and exterior window, skylight and surface cleaning for the San Francisco VA Health Care System (SFVAHCS).

Contract Period: Base POP Begin: 01-01-2019 POP End: 12-31-2019

The Contractor shall furnish all necessary and appropriate labor, supervision, materials, equipment, and supplies to provide semi-annual (twice per year) interior and exterior window, skylight and surface cleaning for the San Francisco VA Health Care System (SFVAHCS).

Contract Period: Option 1 POP Begin: 01-01-2020 POP End: 12-31-2020

The Contractor shall furnish all necessary and appropriate labor, supervision, materials, equipment, and supplies to provide semi-annual (twice per year) interior and exterior window, skylight and surface cleaning for the San Francisco VA Health Care System (SFVAHCS).

Contract Period: Option 2 POP Begin: 01-01-2021 POP End: 12-31-2021

The Contractor shall furnish all necessary and appropriate labor, supervision, materials, equipment, and supplies to provide semi-annual (twice per year) interior and exterior window, skylight and surface cleaning for the San Francisco VA Health Care System (SFVAHCS).

Contract Period: Option 3 POP Begin: 01-01-2022 POP End: 12-31-2022

The Contractor shall furnish all necessary and appropriate labor, supervision, materials, equipment, and supplies to provide semi-annual (twice per year) interior and exterior window, skylight and surface cleaning for the San Francisco VA Health Care System (SFVAHCS).

Contract Period: Option 4 POP Begin: 01-01-2023 POP End: 12-31-2023

B.3 STATEMENT OF WORK

Window Cleaning Services November 8, 2018

The Contractor shall furnish all necessary and appropriate labor, supervision, materials, equipment, and supplies to provide semi-annual (twice per year) interior and exterior window, skylight and surface cleaning for the San Francisco VA Health Care System (SFVAHCS).

The Contractor shall be responsible for cleaning the following windows, skylights and surface cleaning as well as cleaning large ledges in the following buildings, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 ,11, 12, 13, 14, 15, 16, 18, 22, T-24, T-27, T-28, 29, 30, T-31, T-32, T-33, T-35, 41, 42, 200, 200D, 203, 207, 208 and 210 all located at the San Francisco VA Medical Center, 4150 Clement Street, San Francisco, CA 94121.

1.0 Performance Requirements

1. The cleaning shall take approximately less than 30 days to complete all requirements.

2. All cleaning tasks shall be accomplished to meet the standards listed below:

a) Clean glazed surface, windows, frames, and sills. Contractor shall remove all residual tar, gum, paint, bird and pest excrement soil, waterproofing compounds, dirt and soil of other substances, which may be found.

b) Removal of material and equipment. All Contractor material and equipment shall be removed from the facility or stored and secured properly at the end of the workday. Remove all empty containers, boxers, etc. from Government property.

c) Safe preparation and use of materials and equipment. Materials shall be prepared according to manufacturer’s recommendations. Contractor shall use equipment for the purpose it was intended for and in accordance with all OSHA regulations and safety standards. Contractor shall furnish Material Safety Data Sheets (MSDS) on all chemicals to the COR prior to commencement of work.

d) Warning Signs and protective barriers. Contractor shall place signs designating work areas to warn others of work in progress, as well as to protect persons, property, equipment, etc.

e) The Contractor shall coordinate work with the COR to prevent conflicts with the treatment of patients and the functioning of the facility. If needed, no medical apparatus shall be moved without approval.

f) A proposed work schedule shall be submitted to the technical representative for coordination within fifteen (15) calendar days after notice of contract award. In addition, the Contractor shall submit a schedule to the representative of the areas to be serviced semiannually (January and July) in advance for coordination with SFVAMC.

g) Contractor is responsible for removing screens prior to cleaning and securely fastening them after the windows have been cleaned. Windows shall be left completely clean and free of streaks, spots, dirt or any other foreign substances.

h) Contractor is also required to clean areas between screens and windows to include the removal of any dirt, cobwebs, dead insects or other substances. Both sides of each window must be washed in succession.

i) Window draperies, blinds and or furniture shall be removed and properly returned to its original location by the contractor. Any glass, window parts or screens broken or damaged by the contractor will be replaced by the government at the contractor’s expense.

j) Any floors, walls and radiator covers marked or soiled by Contractor personnel shall immediately be cleaned by Contractor’s personnel.

k) The Contractor is responsible for complying with all appropriate regulations and guidelines of the JCAHO, OSHA, and any other pertinent Federal, State, and local references.

l) All tasks accomplished by the Contractor personnel shall be performed to preclude damage or defacement of Government-owned furnishings, fixture, equipment and facilities. The Contractor shall report any damage observed or caused by the Contractor personnel to the Contracting Officers Representative (COR). The Contractor shall be responsible for repair or replacement of government-owned items or facilities to previous condition, if determined to be at fault by the Contracting Officer.

m) Controlled Descent Apparatus (CDA). When using such equipment for window cleaning applications, its design, use and maintenance shall conform to Cal-OSHA ruling, Article 5, §3286. Cal-OSHA expects employers whose employees use descent control devises to implement the following procedures and precautions:

i. Have documentation on file that employees have been trained by a competent person.

ii. Review with employees of the written detailed work procedures for the work site provided by the building owner.

iii. Inspection each day before use of all equipment.

iv. Proper rigging procedures utilized.

v. Use of separate fall arrest system, which shall quickly stop the employee’s fall.

vi. Ropes are effectively padded where they contact surfaces, which might cut or weaken the rope. While suspended, window cleaners shall not reach further than six (6) feet in any direction.

2.0 Supplies, Equipment and Tools

The Contractor shall provide all cleaning materials, equipment, and supplies necessary to perform the cleaning services of this contract, except for those noted within this SOW. All cleaning materials and supplies shall be provided in their original containers with Material Safety Data Sheets (MSDS) immediately accessible to the user(s).

a) The Contractor shall provide environmentally preferable products (soap, chemical, etc.) and is required to provide a MSDS for all potentially hazardous agents used within the facility to ensure the safety of the occupants and employees.

b) The equipment shall have bumpers and guards to prevent marking, scratching or marring of furniture, fixtures or building surfaces.

c) The government shall follow (OSHA) 1910.66 and provide required information to the Contractor at the pre-performance conference and on a required basis after that.

d) Keep inventory tools and equipment in sight and out of the hands of patients. Avoid conversation and do not give to or take anything from patients. If there is indication of any type of problem, call the COR and Nursing Staff on duty for assistance.

3.0 Quality Control/Assurance

The Contractor shall have a Quality Control (QC) Program to assure the services of this contract are provided as specified. The Contractor’s QC Program shall include, but not be limited to an inspection system covering all services provided and a method of correcting deficiencies in the quality of services before the level of performance becomes unacceptable.

Work not meeting the contract’s requirements shall be re-performed by the Contractor at no additional expense to the Government.

4.0 Safety Planning

The Contractor shall be responsible for providing a safety plan that shall be submitted to the Government Contracting Officer for concurrence prior to the pre-performance meeting.

In the event inclement weather conditions become unsuitable for work or may induce an environmental hazard, the entire work shall be rescheduled to a date and time satisfactory to the Contractor and the COR. Postponement will not reflect any penalties assessed to the Contractor, nor shall there be an additional cost to the Government.

5.0 Contract Personnel

a) It is incumbent upon the Contractor to furnish the management expertise to accomplish not only the specific tasks specified within, but also maintain competence, efficiency and professionalism acceptable to the business environment.

b) Work shall be performed by bonded; experienced staff with proficiency in working with, and around fully occupied office spaces.

c) The parties agree that the Contractor Personnel working under this contract shall not be considered VA employees for any purpose and shall be recognized as contracted employees only. All contractor personnel assigned to the performance of this contract shall wear a contractor provided uniform that clearly identifies the individual as a contractor.

d) The Contractor shall provide fully trained and knowledgeable staff, which is either American Citizens or legally documented aliens competent and physically able to accomplish the requirements of this contract

e) The Contractor shall assume full responsibility for the protection of its personnel furnishing services under this contract, such as providing Worker’s Compensation, professional liability insurance, health examination(s) and Social Security payments.

f) Contractor personnel shall be subject to all Federal rules and regulations relative to entering and leaving the building.

g) The Contractor’s personnel may wear distinctive clothing and badges bearing the Company’s name/logo for this requirement. Contractor shall provide identification (I.D.) badges to its employee(s) with the employee’s name and employee’s picture if applicable. All Contractor employees shall wear I.D. badges, at all times, in a visible location above the waist, while on Federal property and while performing contractual services.

h) The Contractor personnel shall not wear sandals, flip-flop style footwear, or open toed shoes.

i) Smoking is not permitted within or around the VA Healthcare System facilities, except in designated areas.

j) The Contractor personnel shall not disturb paper on desks, open desk drawers or cabinets, and they are not authorized to use Government telephones and equipment for personal reasons. Validated violations, as determined by the COR, shall result in removal of the offending employee from performance of service under this Contract.

k) The Contractor shall be responsible to ensure all employees performing work under this contract are trained in the following areas:

1) Commercially acceptable practices

2) Material Safety Data sheets (MSDS)

3) Occupational Health and Safety Act (OSHA) Regulations

4) Care and maintenance of Contractor equipment

5) Familiarization with fire prevention and safety procedures

6) Utilities Conservation

7) Familiarization with applicable VA policies/regulations and their effect on the contracted Services.

6.0 Security and Background Checks

The Contractor at the time of award shall certify that their employees working under this contract have had Security Background Checks prior to working at the San Francisco VA Health Care System.

7.0 Security

The Government shall provide the contractor access to all buildings and rooms required in accordance with the provision of this contract.

The Contractor is required to report to the COR daily, and sign in/sign out keys and report the number of employees on site and the location of employees. Keys shall not be removed from the premises, duplicated, or issued to any individual to be retained in his/her possession while not physically performing duties under this contract. At the end of each day the Contractor is required to sign out and return keys.

Contractor personnel shall not lend keys or open locked rooms or areas to permit entrance by persons other than contractor personnel performing assigned duties in accordance with this contract. All rooms found unlocked are not to be left unattended while performing duties under this contract and shall be re-locked by contractor personnel immediately upon completion of their duties.

Employee Identification Badges: Contractor personnel shall wear VA provided identification badges at all times while on VA property and shall return the identification badges to the COR or his/her designee, at the end of each work day.

8.0 Work Hours and Holidays

Normal Work Hours: SFVAMC Clinic hours of operation are 0730 – 1630 hrs. The Contractor may find it necessary to deviate from the normal base hours of operation, to ensure timely completion of work under this PWS at no additional cost to the Government. The service schedule shall be developed between the Contractor and COR prior to any service being performed.

Government Holidays: Any overtime and/or holiday pay that may be entitled to the Contractor’s employees shall be the sole responsibility of the Contractor and shall not be billed to nor reimbursed by the Government.

Listed below are the ten national holidays:

When one of the holidays falls on Sunday, the following Monday shall be observed as a national holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a national holiday by U.S. Government Agencies. Also, included would be any day specifically declared by the President of the United States of America as a National holiday.

9.0 Interference to Normal Functions

VASDHS & Oceanside Clinic Closures: Work scheduled but not accomplished because of closure due to weather or unforeseen emergencies, shall be accomplished as soon as possible after the reopening of government closures, at no additional cost to the government.

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

Contractor may be required to interrupt their work, at any time 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.

10.0 Changes

Only those services specified herein are authorized. Before performing any service of a non-contract nature, the Contractor shall advise the Contracting Officer of the reasons for the additional work. Changes to the resulting contract are not authorized, unless in writing by the Contracting Officer.

11.0 Contracting Officer Responsibility (COR)

No service shall be provided without the approval of the Contracting Officers Representative (COR) or his/her designee of this contract. The Contractor shall not accept any instructions issued by any other person(s) other than the Contracting Officer or his/her delegated representative acting within the limits of his/her authority.

Invoicing: All invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

More information on the VA Financial Services Center is available at http://www.fsc.va.gov/einvoice.asp.

Vendor 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:

· 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

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

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

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

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

(End of Clause)

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

The Government may require continued performance of any services within the limits and at the rates specified in the 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.4 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 60 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.5 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.6 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

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

(End of Clause) C.7 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran-owned small business concern or SDVSOB”:

(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 verified for ownership and control pursuant to 38 CFR 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov); and

(v) The business will comply with subcontracting limitations in 13 CFR 125.6, as applicable

(2) “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).

(b) General.

(1) Offers are solicited only from verified service-disabled veteran-owned small business concerns. Offers received from concerns that are not verified service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a verified service-disabled veteran-owned small business concern.

(c) Agreement. A service-disabled veteran-owned small business concern agrees that in the performance of the contract, the concern will comply with the limitation on subcontracting requirements in 13 CFR §125.6.

(d) A joint venture may be considered a service-disabled veteran owned small business concern if the joint venture complies with the requirements in 13 CFR 125.15, provided that any reference therein to SDVO SBC is to be construed to apply to a VA verified SDVOSB as appropriate.

(e) Any service-disabled veteran-owned small business concern (non-manufacturer) must meet the requirements in FAR 19.102(f) of the Federal Acquisition Regulation to receive a benefit under this program.

(End of Clause) C.8 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION).

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer 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.

(c) 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 Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) 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).