36C26218R0748-001.docx

36C26218R0748

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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

36C26218R0748 08-03-2018

ALFREDA HUNTER

909-801-5788 08-27-2018

9:00 AM PST

00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 X X 561720 $18 Million X N/A X Department of Veterans Affairs 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971 Janitorial Services at VA Temecula Vet Center (See Schedule of Services and Price/Cost) X X Alfreda Hunter 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 36C262, Alfreda Hunter (909) 801-5788 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

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 Financial Services Center

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

B.2 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

B.3 SCHEDULE OF SERVICE AND PRICE/COST:

Contractor shall provide janitorial services to VA Temecula Vet Center. The contractor shall provide all management, tools, equipment, and labor necessary to perform services in accordance with (IAW) the Statement of Work (SOW) described in Section B.4.

VA TEMCULAT VET CENTER

BASE YEAR: 01 OCT 2018 THRU 30 SEPT 2019

VA TEMCULAT VET CENTER

OPTION YEAR ONE (1): 01 OCT 2019 THRU 30 SEPT 2020

VA TEMCULAT VET CENTER

OPTION YEAR TWO (2): 01 OCT 2020 THRU 30 SEPT 2021

VA TEMCULAT VET CENTER

OPTION YEAR THREE (3): 01 OCT 2021 THRU 30 SEPT 2022

VA TEMCULAT VET CENTER

OPTION YEAR FOUR (4): 01 OCT 2022 THRU 30 SEPT 2023

B.4 STATEMENT OF WORK:

1. GENERAL

The Contractor shall furnish all necessary labor, supervision, materials, supplies and equipment to perform janitorial services in accordance with the specifications herein. The Contractor shall not be responsible for cleaning individual work stations.

2. HOURS OF SERVICE

a. The Contractor shall perform janitorial services on Mondays, Wednesdays, and Fridays, during morning. Exact hours shall be determined. No key will be issued to the Contractor as all work performed will be in the presence of VA staff.

b. The Contractor shall not be required to provide service on the following U.S. Government holidays nor shall the Contractor be paid for these days:

c. When a national holiday falls on a Sunday, the following Monday shall be observed as a legal holiday by U.S. Government agencies. When a national holiday falls on a Saturday, the preceding Friday shall be observed as a legal holiday. Also included would be any other day specifically declared by the President of the United States to be a national holiday.

3. SITE INFORMATION

Site: Temecula Vet Center, 40935 County Center Drive, Suites A-B, Temecula, CA 92591 Area: Approximately 3,447 square feet Number of users (average): 7 permanent staff, 5 part-time staff, and 25-50 Veteran visitors per day Supplies used monthly (estimated):

4. AREAS TO BE SERVICED (Refer to the attached Floor Plan.)

- Outside entry way, entrance doors and glass

- Lobby/reception area and glass

- Private offices (9)

- General offices (3)

- Conference rooms (1)

- Storage room

- Lunch room/kitchen

- Restrooms (one stall in women’s, one stall and one urinal in men’s)

- Hallways

5. ROUTINE CLEANING. The Contractor shall provide janitorial services routinely as specified below:

a. Initial Cleaning

- Steam clean all ceramic tile flooring.

- Vacuum all carpeted areas, including walk-off mats, corners and edges.

- Sweep and damp mop all hard surface floor areas.

- Dust and damp wipe all sills, ledges, frames, baseboards and doorknobs.

- Remove cobwebs from corners and edges.

- Spot clean walls to remove fingerprints and smudges.

- Clean entrance glass, front window glass, and glass in children’s room.

- Clean and sanitize restrooms.

- Provide urinal splash guard for one men’s urinal.

- Clean and sanitize lunchroom sink, appliances and surfaces.

- Sweep outside entry way.

- Empty trash receptacles and take trash to dumpster behind building.

b. Daily

- Vacuum all carpeted areas, including walk-off mats, corners and edges.

- Remove fresh spots from carpet.

- Sweep and damp mop all hard surface floor areas.

- Clean one (1) men’s restroom and one (1) women’s restroom, including:

· Clean and disinfect washbasins, toilets, urinals, dispensers and fixtures.

· Spot clean walls.

· Clean and disinfect partitions.

· Clean and disinfect floors.

· Polish all chrome fixtures.

· Clean mirrors.

· Replenish supplies (paper towels, toilet paper, toilet seat covers and liquid soap).

- Clean and sanitize lunchroom sink, appliances and surfaces.

- Clean entrance glass, front window glass, and glass in children’s room.

- Clean all doorknobs.

- Spot clean doors, door frames, light switches and walls.

- Sweep outside entry way.

- Empty trash receptacles and take to dumpster behind building.

c. Twice Weekly

- Dust tops of door and window frames, bookcases, corners and baseboards.

- Dust windowsills.

- Dust uncluttered tabletops.

- Dust uncluttered file cabinets.

- Dust and polish two conference room tables (one in each conference room).

d. Once Weekly on Friday

- Vacuum fabric furniture.

- Damp wipe ceiling vents.

- Clean glass of front facing offices.

e. Monthly

- Dust and damp wipe all sills, ledges, frames, baseboards and doorknobs.

- Clean and sanitize lunchroom trash receptacles.

- Dust blinds.

- Replace urinal splash guard at interval recommended by manufacturer.

f. Semi-Annually on Friday Steam clean all ceramic tile flooring. Dates and times shall be coordinated with the Contracting Officer’s Representative (COR).

6. CONTRACTOR FURNISHED SUPPLIES

a. The Contractor shall furnish all necessary supplies including the following:

Note: The items supplied by the Contractor shall be comparable to the products specified below. The contractor shall provide a list of products to be used in performance of this contract to the COR for approval prior to beginning performance. Products determined to be unacceptable shall be required to be replaced at Contractor’s expense. WAXIE stock numbers are for reference only:

b. The Contractor shall use environmentally “green” products and shall provide Material Data Safety Sheets (MSDS) to the COR for all potentially hazardous agents used within the facility to ensure the safety of the occupants and employees. Cleaning supplies shall be properly labeled.

c. The Contractor shall provide at least two (2) mops due to sanitation. One mop shall be used strictly for the restrooms, and the other shall be used for all other surfaces.

d. The Contractor shall monitor cleaning supplies and equipment to prevent a safety hazard or use by unauthorized parties. The Contractor shall maintain an inventory of all required supplies.

7. CONTRACTOR EQUIPMENT AND TOOLS

a. The Contractor shall furnish all equipment and tools necessary to properly perform the work. All equipment shall have bumpers and guards to prevent marking or scratching of fixtures, furnishings, or building surfaces.

b. All electrical equipment shall meet applicable safety requirements and shall be UL approved. Equipment shall operate using existing building circuits. The Contractor shall prevent the operation or attempted operation of electrical equipment or combinations of equipment that require power exceeding the capacity of the existing building.

c. The Contractor shall furnish and use commercial type beater bar (roller brush) type vacuums for carpeted floors. Vacuum cleaners shall have a built in HEPA filter.

d. Contractor’s equipment and/or cleaning materials may be stored on site in accordance with paragraph 8; however, the Government shall assume no responsibility for loss.

8. GOVERNMENT FURNISHED FACILITIES

The Government shall furnish a designated, lockable area in the facility for use in connection with the performance of the work specified herein. Contractor personnel shall maintain the storage room in a neat and organized condition. Materials, supplies and equipment shall not be stored in areas other than the assigned room. No alterations shall be made to this space without the written permission of the COR. The Government shall also furnish a receptacle to collect trash and recycled material.

9. SUPERVISION BY CONTRACTOR/SITE VISIT

The Contractor shall assign a Point of Contact (POC) for the purpose of supervising the Contractor’s employees and evaluating cleaning procedures. The Contractor POC shall perform a site visit at least once a month. This visit shall be scheduled and coordinated with the COR.

10. IDENTIFICATION OF CONTRACTOR EMPLOYEES:

a. The parties agree that the contractor personnel when the resulting contract will be performed shall not be considered VA employees for any purpose and shall be considered employees of the contractor.

b. The contractor shall provide a representative who shall be responsible for routine liaison in the performance and administration of the resulting contract. In addition, the representative shall act as the primary point of contact (POC) between the Contracting Officer and the contractor. The representative shall have full authority to act on behalf of the contractor on all matters relating to daily operations of contract performance. An alternate POC shall also be designated. The contractor shall provide the names and telephone numbers of the POC(s) in the space below:

Primary POC:

Position Title:

Telephone No.:

Email Address:

Alternate POC:

Position Title:

Telephone No.:

Email Address:

11. AUTHORIZED SERVICES

Only those services specified herein are authorized. Before performing any other service, the Contractor shall advise the Contracting Officer of the reason(s) for this additional work.

The Contractor is cautioned that only the Contracting Officer may authorize additional services and that reimbursement shall not be made unless prior authorization is obtained. The Contracting Officer shall authorize the additional services under a separate purchase authorization.

12. LOST AND FOUND PROPERTY

The Contractor shall ensure that all articles of possible personal or monetary value found by Contractor employees are turned in to a place designated by COR.

13. QUALITY CONTROL/QUALITY ASSURANCE

The Contractor shall establish a Quality Control (QC) Program and provide one copy to the Contracting Officer when the quotation is submitted. An updated copy shall be provided as changes occur. The QC Program shall include, but not be limited to, the following:

a. The Contractor shall be responsible for complying with all appropriate regulations and guidelines of the JC, OSHA and Federal and State governments.

b. The QC Program shall include an inspection system covering all of the services to be performed. It shall specify areas to be inspected on either a scheduled or unscheduled basis as well as the title of the individual(s) who shall perform the inspection.

c. The QC Program shall include a method of identifying deficiencies in the quality of services performed before the level of performance becomes unacceptable.

d. The Contractor shall maintain a file of all inspections conducted by the Contractor and the corrective action taken. A copy of this documentation shall be made available to the COR if requested.

e. Performance Evaluation Meetings – The Project Manager shall call the COR weekly during the initial month. Conference calls shall be held as often as necessary thereafter, as determined by the COR. However, a meeting shall be held each time a Contract Discrepancy Report is issued. A mutual effort shall be made to resolve all problems identified. The written minutes of these meetings shall be signed by the Contractor’s Project Manager and the COR. Should the Contractor not agree with the minutes, the Contractor shall state in writing to the Contracting Officer any areas of non-concurrence.

f. The Government shall monitor the Contractor’s performance, utilizing customer complaints, re-performance requirements and random quality assurance inspections.

The Contractor shall provide a quarterly supply usage report to the COR outlining the previous three month’s usage.

14. QUALITY ASSURANCE CHECKS:

The VA will periodically evaluate the contractor’s performance in accordance with the performance objectives identified in this SOW. The VA has the right to perform periodic surveillance of Contractor to ensure the Contractor’s work products and QA processes are in compliance with the contract requirements. The VA and contractor will coordinate Government surveillance in a manner that will not unduly delay or disrupt contractor’s performance of the contract.

15. SAFETY AND FIRE PREVENTION

The Contractor shall instruct his/her employees in appropriate safety measures. Housekeeping employees must not place mops, brooms, machines, and other equipment in traffic lanes or other locations in such a manner as to create safety hazards. Appropriate, neat appearing caution signs shall be provided by the Contractor. Such signs shall be displayed at all times in areas where cleaning operations are in progress that necessitate the use of equipment or supplies that cause traffic obstruction or personnel hazard.

Contractor employees shall be required to interrupt their work to allow passage of personnel, equipment, or carts. Parallel wet mopping or cleaning procedures shall be used when the cleaning of a public traffic area (i.e., lobbies or corridors) results in the temporary hazard of wet/slippery floors.

The Contractor shall comply with applicable Federal, State, and local safety and fire regulations and codes that are in effect. Contractor personnel shall also follow applicable facility policies concerning fire/disaster procedures.

16. CONTRACTOR PERSONNEL

a. All Contractor personnel assigned to perform the tasks specified herein shall wear a Contractor-provided uniform that clearly identifies the individual as a Contractor. Sandals, flip-flops, or open toed shoes shall not be worn by Contractor personnel. Contractor personnel shall also wear a Contractor provided ID badge showing the Contractor name, employee name, and picture of the employee.

b. Contractor personnel shall eat and/or smoke in designated areas only.

c. Contractor personnel shall not disturb papers on desks, open desk drawers or cabinets, or use Government telephones for personal reasons.

d. All tasks accomplished by Contractor personnel shall be performed to preclude damage or defacement of government-owned furnishings, fixtures, equipment and facilities. The Contractor shall report to the COR any damage observed or caused by the Contractor personnel. If the COR determines that the Contractor is at fault, the Contractor shall be responsible for repair to facilities or replacement of Government owned items.

17. PERSONNEL TRAINING

a. The Contractor shall be responsible for providing fully knowledgeable, trained staff who are competent to fulfill the required services. Contractor personnel shall be trained in the following areas:

- Proper use and handling of materials, supplies, and equipment

- Care and maintenance of Contractor and Government furnished property

- Familiarization with fire prevention and safety procedures

- Familiarization with applicable VA polices and regulations

b. If this training is not provided by the Contractor, then Contractor personnel shall be required to attend annual VA sponsored Safety & Fire Prevention and Infection Control Training and HIPAA Training. Certification of training shall be provided to the COR.

18. CONTRACTOR SUBMITTALS/INSURANCE REQUIREMENTS

The Contractor shall comply with Federal and State Workers Compensation and liability insurance. Reference FAR clause 52.228-5-Insurance and Subpart 28.307-2-Liability. Within 15 days of award, the Contractor shall furnish to the Contracting Officer certification from his/her insurance company that the coverage has been obtained and that it may not be changed or cancelled without a guaranteed thirty (30) day notice to the Contracting Officer. New certifications shall be furnished prior to the expiration date.

19. PARKING

Contractor personnel shall park only in designated parking areas. Under no circumstances shall the Government invalidate or make reimbursement for parking violations of the Contractor's personnel.

20. CELLULAR PHONES

Cellular phones shall be turned off prior to entering the VA facility and shall not be used inside the building.

21. VA POLICIES

Possession of weapons is prohibited. Enclosed containers are subject to search. Violations of VA regulations may result in citations answerable in the United States (Federal) District Court.

22. IDENTIFICATION BADGES:

All personnel shall display identification badges, except for protective clothing, which shall include the employee's full name and Contractor's full name.

23. PROTECTIVE CLOTHING:

When required the Contractor personnel shall wear special protective clothing and shoe covers while working in designated areas.

24. PERSONAL HYGIENE:

Contractor personnel shall be free of odor and wear a clean uniform at all times when in public areas. Fingernails shall be clean and free of dirt, and hair shall be neatly trimmed and combed.

25. EATING AND SMOKING:

Eating or smoking by Contractor personnel are permitted only in designated areas.

36C26218R0748

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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) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS 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 52.217-9 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 ; 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.3 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.4 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.5 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2012)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001.

(2) Designated agency office has the meaning given in 5 CFR 1315.2(m).

(3) Electronic form means an automated system transmitting information electronically according to the Accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests.

(4) Invoice payment has the meaning given in FAR 32.001.

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System. (See Web site at http://www.fsc.va.gov/einvoice.asp.)

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI). The X12 EDI Web site (http://www.x12.org) includes additional information on EDI 810 and 811 formats.

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances below, the contracting officer directs that payment requests be made by mail, the contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for:

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.6 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

The contractor shall obtain all necessary licenses and/or permits required to perform this work. He/she shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract.