36C26123Q0034_1 Solicitation - Bird Abatement Services.docx

36C26123Q0034

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

570-23-1-262-0002

10-13-2022 Cindy Smith 808-539-1306 10-21-2022

10AM

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Pacific Islands Health Care System 711 Kapiolani Blvd Suite 200 Honolulu HI 96813

X

561710 $12 Million

N/A

"See Delivery Schedule"

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Pacific Islands Health Care System 711 Kapiolani Blvd Suite 200 Honolulu HI 96813

FMS VA-9(101) Financial Services Center

PO Box 149971 Austin TX 78714-9971 866-372-1141 vafscenterprisesupport@va

See CONTINUATION Page The Contractor shall furnish all labor, equipment, supplies, parts, supervision, management and transportation necessary to perform bird abatement services (interior and exterior) in accordance with the Performance Work Statement (PWS).

Questions shall be directed in writing to Cindy Smith at cindy.smith@va.gov within 3 business days of the solicitation issue date.

See CONTINUATION Page

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 Cindy B. Smith

VA Sierra Pacific Network (VISN 21) VA Pacific Islands Health Care System 711 Kapiolani Blvd Suite 200 Honolulu HI 96813

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

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

Page 1 of Page 1 of Performance Work Statement Pest Control Services VA Central California Health Care System

Section 1: General Information

1.1 General: This is a non-personal services contract to provide bird (pigeon) abatement services for the VA Central California Health Care System (VACCHCS). The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn, is responsible to the Government.

1.2 Period of Performance:

1.3 Place of Performance:

Medical Centers VA Central California Health Care System 2615 E. Clinton Ave.

Fresno, CA 93703 Fresno County

There are numerous buildings at the Fresno Medical Center. The vendor will be required to provide coverage for all the buildings located within each campus.

1.4 Hours of Operation: Services will be required during and after business hours, which are 8:00 a.m. to 5:00 p.m., Monday through Friday, including Federal Holidays. Hours may vary based on treatment plan and treatment area. The COR and Contractor will determine best schedule per treatment. Some treatments may be required to take place after duty hours.

1.5 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

Section 2: Definitions & Acronyms

2.1 Definitions:

Contractor. A supplier or vendor awarded a contract to provide specific supplies or service to the government. The term used in this contract refers to the prime.

Subcontractor. One that enters into a contract with a prime contractor. The Government does not have privity of contract with the subcontractor.

Workday. The number of hours per day the Contractor provides services in accordance with the contract.

Work Week. Monday through Friday, unless specified otherwise.

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2.2 Acronyms:

COR Contracting Officer Representative IPM Integrated Pest Management MSDS Material Safety Data Sheets PWS Performance Work Statement VA Veterans Affairs VACCHCS Veterans Affairs Central California Health Care System Section 3: Government Furnished Property, Equipment, and Services None Section 4: Contractor Furnished Items and Services The Contractor shall provide all equipment, supplies, management, supervision, personnel, and transportation necessary to assure that all services are in accordance with the contract and all applicable laws and regulations. The contractor shall ensure all work meets performance standards specified in this Performance Work Statement (PWS) and referenced documents.

Section 5: Specific Tasks

5.1 General Requirements

A. The Contractor shall furnish all labor, equipment, supplies, parts, supervision, management and transportation necessary to perform bird/pigeon abatement services (interior and exterior) in accordance with the terms and conditions of this contract for all identified locations in section 1.3 of the Performance Work Statement.

B. All tasks shall be accomplished to meet the guidelines in the National Pest Control Association’s “Good Practice Standards.” The Bird Management/Abatement Services required of the Contractor are as follows:

1) Bird Reduction – Perform trapping services to reduce population in order to move on to the next phase of abatement, performing inspections 2-3 times a week during trapping.

2) Bird Repellant – Perform control using Avitrol grain bait as repellant for as needed to move onto the next phase of abatement. Daily inspections when baiting is live.

3) Clean Up – Clean up, remove and sanitize visible bird droppings and nesting areas of activity. The Contractor shall clean up after performance work of pest control. The Contractor shall not dispose any excess pesticides, pesticide container or any material contaminated by pesticides at any location on the Medical Center premises except as specified by the COR.

4) Exclusion – Repair, replace, and seal existing bird netting. Install new netting where needed.

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5) Roosting Reduction – Install bird control products (pucks, spikes) in areas as needed.

6) Follow Up Services – Monthly follow up services for trapping, repellant and cleaning services as required for 6 mos. (2x annually).

7) Monthly Maintenance – perform monthly maintenance of the existing bird netting. Perform pigeon reduction control services two times a year.

8) Remove old traps from buildings.

9) Install loading doc curtains in pedestrian walkways to allow passage and prevent birds.

5.2 Regulations

Pest management operations shall meet all Federal requirements as identified in Public Law 92-516, Federal Insecticide, Fungicide and Rodenticide Act, dated November 28, 1975, as amended, and Executive Order 12088 (Federal Compliance with Pollution Control Standards) and appropriate Occupational Safety and Health standards regarding hazard communication, personal protective equipment, and exposure standards. The Contractor shall ensure pesticides and pest control operations are in compliance with California Code of Regulations (Title 3, Food and Agriculture), Division 6, Pesticides and Pest Control Operation.

5.3 Scheduling Services

The Contractor shall provide the work schedule of when services shall be performed and submit it to the Contracting Officer Representative (COR) within fifteen (15) days prior to the first day of work. Pest Management tasks must be scheduled for specific days that are identified and provided to the COR. The Contractor is not authorized to perform services on alternate days without prior approval from the COR.

5.4 Inclement Weather

In the event climate or weather conditions make it unsuitable for work or may induce an environmental hazard, the contractor must coordinate with the COR to establish a new date and time for services to be performed.

5.5 Adding/Deleting Building

The scope of this contract includes all the Medical Centers and buildings within the VACCHCS. If changes are needed by either adding a new building or removing a building within the VACCHCS, it will be covered under the scope of this contract. Any changes to the locations listed in section 1.3 of the Performance Work Statement will be handled through a bilateral contract modification.

5.6 Monthly Services

The Contractor shall be flexible to provide services every month for the sites of VACCHCS. Monthly inspections and maintenance of bird netting, spikes, pucks and other exclusion tools is required.

5.7 Reporting to Bldg. 1.

The Contractor reports to VACCHCS, Bldg. 24, Room 2A22 or an alternate location, to the COR or designee to receive the prioritized work requests. The Contractor then provides the required services needed within 2 business days after receiving the work request. Upon completion of services, the Contractor shall notify the COR or designee in writing.

5.8 Recurring Services

The Contractor shall provide a schedule based on a site survey as to when monthly inspections shall occur. The schedule shall be given to the COR within the first 30 days after award of contract. The schedule shall be approved by the COR. The weekly and monthly inspections are as follow:

A. Monthly Inspections. The Contractor shall conduct monthly inspections, provide the necessary corrective actions, and document/record all actions in the logbook located at the following locations.

1) VACCHCS – 1 location: Bldg. 1, Supervisors Office, Room B 2A07. Locations may be changed to meet operational needs.

5.9 Unscheduled Contingency Work

The Contracting Officer’s Representative (COR) shall direct up to 24 times per year of Unscheduled Contingency Work in situations where urgent pest situations have occurred. In case of an emergency, the contractor requires providing pest control service within four (4) hours after contingency work is requested.

5.10 Required Contractor Reporting

A. All Bird Abatement services performed by the contractor during the work shift shall be documented in writing.

B. The Contractor shall supply, complete, and submit a monthly chemical usage report to the COR or designee.

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C. The Contractor shall be required to furnish to the COR the Material Safety Data Sheets (MSDS) or equivalent and the trade names (if any) and names of chemicals to be used in the performance of this contract prior to initial application.

5.11 Contractor Qualifications

A. The Contractor personnel shall be California certified pesticide applicators to perform under this contract. The Contractor shall furnish a copy of State certification (current Certificates of Competency in Pest Management in any and all categories or sub-categories as identified by the State of California) to the COR after award but prior to the performance of work.

B. The Contractor personnel shall wear an appropriate and professional uniform with the company’s logo/name and nametag.

C. When there is more than one technician performing services, one of the technicians must be fully certified in Pest Management categories. A non-certified technician may assist the certified technician in the performance of the work if the non-certified technician is either with the certified technician or they are within direct line of sight to the certified technician. The certified technician shall assume all responsibility for the non-certified technician.

D. During the period of performance, if the Contractor proposes to add-on or replace personnel, the Contractor shall submit the California Pesticide Applicator Certificate to the COR before starting work. At no time shall the Contractor utilize add-on or replacement personnel who do not meet the certification of this contract.

5.12 Contractor Contingency Plan

The Contractor shall have a contingency/back-up plan in the event, the Contractor is unable to perform services or have services performed as required. The Contractor shall immediately notify the COR or designee and provide a justification for non-performance and institute the contingency and/or back-up plan as quickly as possible

5.13 Special Provisions

The following provisions shall be adhered to by the Contractor in performing pesticide applications of the areas specified below:

A. Food Handling Areas: Treatment of these areas are limited to only times when food is not being held, processed, prepared, served and while not occupied by facility employees. The Contractor shall at no time enter facility elevators which are occupied by food service equipment while in the possession of pesticides or application equipment.

B. Patient Occupied Areas: Contractor shall use pesticides with as low a volatility and as odor-free as possible to keep odor levels from affecting patients.

C. Critical Areas: The Contractor shall submit a list of pesticides for intended use in areas listed below to the COR prior to any application. The planned use of pesticides in these areas requires recognition of the attendant hazards to occupants’ supplies, equipment, and surfaces. No substitution can be made at any time without the approval from the COR. In all critical areas the Contractor shall document work completion and keep a record in the critical areas as required by office of the investigator general.

D. Critical Areas:

Pharmacy Respiratory Care Areas Research Facilities Supply Processing Distribution Operating Rooms Intensive Care Units Canteen Kitchens Dietetics Kitchens GI (Gastrointestinal) Clinics Patient Areas

5.14 Restrictions on Pest Control Materials:

A. All rodenticides, traps or bird repellents shall be placed only at times and in areas approved by the COR or designee and unused portions shall be recovered at the latest by a time limit set by the COR or designee.

B. The use of rodenticides other than Chlorophacinone, Scilliroside, Brodifacoum, Cholecalciferol, shall be restricted to locations specifically provided for by the COR.

C. The Contractor shall be required to furnish to the COR initial application of pesticides and rodent control chemicals, sample labels, names of chemicals to be used in the performance of this contract. This information is required by the Medical Service for emergency treatment in the event of ingestion of and/or contact with the material by humans. A list of products and antidotes, Material Safety Data Sheets (MSDS) supplied/required by the Contractor and as required by this paragraph, should be maintained in the Pharmacy and in the Evaluation and Admissions Unit, where an antidote, if required, can be made readily available.

5.15 Schedule of Service

The contractor shall provide a schedule of services for each location listed in section 1.3. The schedule must list all buildings within each location (there are several at Fresno). The schedule must state the frequency and the day of the week that the services will be performed

5.16 Verification of Services Performed

The Contractor shall have a system that verifies the certification of individuals providing pest services to VACCHCS. The contractor shall make this system available for review by the COR. The system may consist of a booklet or binder to verify work performed. An electronic system will be acceptable.

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5.17 Quality Assurance Surveillance Plan

A. The Government will monitor the contractor's performance using the Contractor’s Basic Quality Control Program and Quality Assurance Surveillance Plan (QASP) as established by the COR.

B. The QASP is a systematic method used by the Government to evaluate Contractor’s actions and performance based on Performance Work Statement requirements. The QASP is designed to provide an effective method of monitoring contractor performance for each listed objective on the PWS. A QASP is based on the premise the Government desires to maintain a quality standard in providing pest control services.

5.18 Safety Requirements:

A. The Contractor shall take precautions as the COR or designee may determine to be reasonably necessary to protect the lives and health of occupants at this Medical Center. The COR or designee shall notify the Contracting Officer (CO) of any non-compliance with the terms of the contract. Upon receipt of a Letter of Concern, the Contractor shall correct deficiencies and provide a corrective action letter to the CO.

B. The Contractor shall be responsible to ensure that employees take all necessary safety precautions appropriately in the performance of services i.e. wearing proper face mask, breathing apparatus, clothing, etc. The Contractor shall be responsible to insure employees receive up-to-date training concerning the latest EPA, Federal, State and local regulations.

5.19 Interference to Normal Functions

The Contractor shall be required to interrupt their work at any time so as not to interfere with the normal functioning of the facilities, fire protection systems and pass of facility, patients, personnel, equipment, and carts.

5.20 Storage of Pest Control Materials

No pest control materials or equipment shall be stored at any VA installation when the operator is not working.

5.21 Call Back Requirement

If a treatment is inadequate (as per specifications), the Contractor shall return (within four (4) hours after receipt of notification by the COR) to retreat previously treated area.

QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Bird Abatement Services at VA Central California Health Care (VACCHCS) in accordance with the Performance Work Statement (PWS) Contract Period: Base POP Begin:

POP End:

PRINCIPAL NAICS CODE: 561710 - Exterminating and Pest Control Services PRODUCT/SERVICE CODE: F019 - Natural Resources/Conservation - Other Wildlife Management

MANUFACTURER PART NUMBER (MPN): N/A

Bird Abatement Services at VA Central California Health Care (VACCHCS) in accordance with the Performance Work Statement (PWS) Contract Period: Option 1 POP Begin:

POP End:

PRINCIPAL NAICS CODE: 561710 - Exterminating and Pest Control Services

Bird Abatement Services at VA Central California Health Care (VACCHCS) in accordance with the Performance Work Statement (PWS) Contract Period: Option 2 POP Begin:

POP End:

PRINCIPAL NAICS CODE: 561710 - Exterminating and Pest Control Services

Bird Abatement Services at VA Central California Health Care (VACCHCS) in accordance with the Performance Work Statement (PWS) Contract Period: Option 3 POP Begin:

POP End:

PRINCIPAL NAICS CODE: 561710 - Exterminating and Pest Control Services

B.3 DELIVERY SCHEDULE

1.00

1.00

1.00

1.00

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 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 four (4) years.

(End of Clause) C.4 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[] 852.233–71, Alternate Protest Procedure.

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

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

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

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause)

C.5 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.6 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)

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2022) (JUL 2020) (DEVIATION)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [X] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (SEP 2021) (15 U.S.C. 657a).

[] (12) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (SEP 2021) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (13) [Reserved] [] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219–9, Small Business Subcontracting Plan (NOV 2021) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JUN 2020) of 52.219–9.

[] (v) Alternate IV (SEP 2021) of 52.219–9.

[] (18)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

[] (ii) Alternate I (MAR 2020) of 52.219-13.

[] (19) 52.219–14, Limitations on Subcontracting (SEP 2021) (15 U.S.C. 657s).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

[X] (21)…