36C26320Q0008-001.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. DUNS: DUNS+4:

PHONE: FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 105

To be listed on BPA task orders issued against BPA

36C26320Q0008 09-27-2019

Doug Reed 605-336-3230 x 7844 11-01-2019

10:00am CST

Sioux Falls Services Team

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

2501 W. 22nd St.

Sioux Falls SD 57105

X 100

X

561730

$8 Million

N/A

X

VA Nebraska Western Iowa Health Care

System

4101 Woolworth Avenue

Omaha NE 68105

Sioux Falls Services Team

NETWORK 23 CONTRACTING OFFICE

2501 W. 22nd St.

Sioux Falls SD 57105 https://www.fsc.va.gov/einvoice.asp

Financial Services Center

Via The Tungsten Network

Refer to VAAR Clause 852.232-72

See CONTINUATION Page

Snow and Ice Removal Blanket Purchase Agreement (BPA) to support the VA Nebraska Western Iowa Health Care System

Period of Performance: 12-01-2019 to 11-30-2024

This is a solicitation using FAR Part 13 (Simplified

Acquisition Procedures) and is Total SDVOSB Set-Aside.

All offerors shall be verified at https://www.sam.gov and https://www.vetbiz.va.gov at time of offer to the Government

Refer to Section B.2 (Price Schedule) for line items.

Refer to Section B.3 (Statement of Work) for required services.

Refer to Section E, FAR 52.212-1 for offer submittal instructions.

Refer to Section E, FAR 52.212-2 for solicitation evaluation factors and criteria.

See CONTINUATION Page

To be listed on individual BPA task orders issued against

BPA.

X X

X 1

Doug Reed

VA-VHA-SAOC-2016-AC23EC83

36C26320Q0008

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE SCHEDULE

ITEM INFORMATION

B.3 STATEMENT OF WORK (SOW)…………………………………………………………….7

B.4 OTHER BPA TERMS AND CONDITIONS……………………………………………….15

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT

2018)

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

C.3 52.216-18 ORDERING (OCT 1995)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

C.5 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997) .24

C.6 SUPPLEMENTAL INSURANCE REQUIREMENTS

C.7 52.236-9 PROTECTION OF EXISTING VEGETATION, STRUCTURES, EQUIPMENT,

UTILITIES, AND IMPROVEMENTS (APR 1984)

C.8 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018) ………………………26

C.9 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED

SMALL BUSINESS SET-ASIDE (JUL 2019)(DEVIATION)

C.10 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

C.11 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.12 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

C.13 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (MAY 2019)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (OCT 2018)

• Name/address of organization contract or project was with

• Contract or project number/title

References may be from Federal/State/Local Government organizations or from commercial organizations in which the contractor performed as a Prime Contractor. Government references are considered more relevant in priority order of Federal, State, and then Local.

References shall be used by the Government to verify past performance in the event that past performance cannot be determined through the Contractor Performance Assessment

Reporting System (CPARS) at https://www.cpars.gov

E.2 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.3 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

E.4 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.5 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE RESOLUTION

(OCT 2018)

E.6 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018)

E.7 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014) [TAILORED]

E.8 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL

ITEMS (OCT 2018)

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: TBD

b. GOVERNMENT: Contracting Officer 36C263 Doug Reed, douglas.reed3@va.gov

Sioux Falls Services Team

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

2501 W. 22nd St.

Sioux Falls SD 57105

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [] Monthly

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

https://www.fsc.va.gov/einvoice.asp

Department of Veterans Affairs

Financial Services Center

Via The Tungsten Network

Refer to VAAR Clause 852.232-72

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

AMENDMENT NO DATE

B.2 PRICE SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES

ESTIMATED

QUANTITY UNIT UNIT PRICE

ESTIMATED

AMOUNT

60.00 JB __________________ __________________

Snow and Ice Removal (Per Job Based on 8 Hrs Maximum Per Job)

Ordering Period 1: 12-01-2019 to 11-30-2020

60.00 EA __________________ __________________

Off-Site Snow Disposal (Per 20 Yard Dump Truck Load)

Ordering Period 1: 12-01-2019 to 11-30-2020

ORDERING PERIOD 1 TOTAL (CLINS 0001 and 0002):

Ordering Period 2: 12-01-2020 to 11-30-2021

Ordering Period 2: 12-01-2020 to 11-30-2021

ORDERING PERIOD 2 TOTAL (CLINS 1001 and 1002):

Ordering Period 3: 12-01-2021 to 11-30-2022

Ordering Period 3: 12-01-2021 to 11-30-2022

ORDERING PERIOD 3 TOTAL (CLINS 2001 and 2002):

Ordering Period 4: 12-01-2022 to 11-30-2023

Ordering Period 4: 12-01-2022 to 11-30-2023

ORDERING PERIOD 4 TOTAL (CLINS 3001 and 3002):

Ordering Period 5: 12-01-2023 to 11-30-2024

Ordering Period 5: 12-01-2023 to 11-30-2024

ORDERING PERIOD 5 TOTAL (CLINS 4001 and 4002):

ESTIMATED

GRAND TOTAL

(CLINS 0001 to 4002)

B.3 STATEMENT OF WORK (SOW)

Description of Requirement

The Contractor shall provide all personnel, equipment, tools, supervision and other items and services necessary to ensure the snow plowing and snow removal is performed in a manner that will maintain a professional appearance at the VA Nebraska Western Iowa (NWI) Grand Island and Omaha Campuses.

Upon award, the Contractor will be responsible to coordinate directly with the VA Technical Point of

Contact (TPOC) to identify limitations of snow pile areas and plowing methods. This will vary by site, as some locations will have no restrictions where others may have limitations on size. However, snow pile practices shall be within acceptable best practices for snow removal. It shall be the responsibility of the

Contractor to haul away the snow. Snow removal must be completed by 12:00pm Central Standard Time

(CST) 7 days a week.

Service Contract Labor Standards

Contractors shall provide hourly wages in accordance with U.S. Department of Labor (USDOL) Wage

Determinations and FAR Subpart 22.10 (Service Contract Labor Standards). The most recent USDOL

Wage Determinations shall be included on each BPA order issued against the Blanket Purchase Agreement

(BPA). They are also attached in Section D of this solicitation/BPA.

Definitions

“Job” – defined as working snow event up to 8 hours per snow event; work over 8 hours would result in new job for Contractor invoicing purposes.

“Snow fall” - defined as total accumulation of snow that the contractor plows each time the contractor is called out to the site to perform plowing/sanding/salting/deicing as measured by the Contractor and may be required to be confirmed by the Technical Point of Contact (TPOC) or the TPOC’s representative through direct observation or verification through sources such as local weather casts or the National

Weather Service snowfall totals for areas where Omaha and Grand Island campuses are located at.

Places of Performance

NWI Omaha VA Medical Center

4101 Woolworth Avenue

Omaha, NE 68105

NWI Grand Island Community Based Outpatient Clinic (CBOC)

2201 North Broadwell Avenue

Grand Island, NE 68803

Period of Performance

This will be a single award Blanket Purchase Agreement (BPA), for period of performance of 12-01-2019 to

11-30-2024. Services will be contracted through the issuance of BPA orders per each ordering period:

Ordering Period Period Begins Period Ends

1 12-01-2019 11-30-2020

2 12-01-2020 11-30-2021

3 12-01-2021 11-30-2022

4 12-01-2022 11-30-2023

5 12-01-2023 11-30-2024

Issuance of BPA task orders for each ordering period is at Government’s discretion based on continued need for services, Contractor performance, and availability of funds in a given fiscal year for BPA task orders.

Scope of Work

The Contractor shall remove snow and ice by plowing, blowing, brushing, sweeping, shoveling, or other suitable means not harmful to the traffic surface as necessary to produce and maintain safe passage of pedestrians and vehicles.

The Contractor shall apply sand, salt, etc., to treat the existing or developing unsafe conditions to produce safe passage of pedestrians and vehicles. The materials used by the Contractor shall not be damaging to the surface receiving the materials.

All equipment used and stored, all materials used and stored, and all removal methods used to displace snow and ice from surfaces shall be done in such a manner as to not cause damage to grass (turf), landscaping, trees, shrubs, vehicles, structures, fixtures, and people. Pertinent codes and regulations shall be adhered to such as U.S. Environmental Protection Agency (EPA), National Fire Protection Association (NFPA), etc.

The contractor shall not store equipment or materials on the VA properties at Omaha or Grand

Island campus.

Snow Removal

Snow removal is typically needed from October through March. The contractor shall remove snow, including drifts and piles, from all parking lots. The contractor will ensure that all fire hydrants, exits, and emergency vehicle lanes are accessible at all times.

All surfaces shall be in a safe condition before 5:30 AM Central Standard Time (CST) unless otherwise communicated by the TPOC.

The snow shall be removed when accumulation exceeds two (2) inches or within one hour after snowfall stops. This may require multiple snow/ice removals each day. When snowfall is heavy or accumulations become excessive, the contractor must move excess snow to onsite accumulation points identified by the

TPOC or move the snow offsite.

The contractor should not use a skid steer type unit on the sidewalks to clear snow unless there is a brush or snow blower attachment. Damage to the sidewalk is caused from the blade of skid steer.

Snow removal will be in such a manner that there will be no loss of parking or roadways, and if applicable blockage of sidewalks or steps. No snow can be pushed up against fencing, vehicle parking signs, or structures. All snow will be removed from the Grand Island and Omaha Campuses due to limited amount of parking in and around the Omaha VA Facility.

The Contractor will be responsible to remove snow from all areas designated within “snow removal” areas, including all parking areas, roads, driveways, fire lanes, fire hydrants, and parking lots (see Facility

Maps for further details).

On a “will call” basis, with the request coming from the VA TPOC, the Contractor will be responsible to remove snow from parking areas designated at facilities within six (6) hours.

Walks, crosswalks, and walkways in parking areas should be cleaned to bare concrete as much as possible.

Snow should not be piled at entrances to city streets. Snow should not be piled on sidewalks. All crosswalks should be opened with payloaders.

Ice Removal

The contractor shall immediately remove ice to provide safe traversing and safe driving conditions. The ice shall be removed using the snow removal operations, or by using ice melt. The contractor shall provide all ice melt/sand material and shall remove and dispose of excess sand accumulation.

Winter Walk Through

A walk through shall be done with the Contractor and the TPOC or TPOC designees of the property prior to winter snow season to review and document existing conditions of both campuses.

Contractors are required and expected to inspect the site where services are to be performed and to satisfy themselves regarding all general and local conditions to the extent that the information is reasonably obtainable. Failure to inspect the site will in no way constitute grounds for a claim after contract award.

Any damage to VA property at Omaha and Grand Island campuses caused by the contractor shall be repaired to its previous condition, or better, by the contractor at no additional cost to the

Government.

Contractor Quality Control

The contractor shall develop, submit for VA approval, and maintain a quality control program to ensure snow and ice removal services are performed in accordance with this statement of work.

The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services.

Quality Assurance

NWI will periodically evaluate the Contractor’s performance to ensure standards and requirements are being met.

On-Site Contractor Supervision

The contractor is to provide on-site supervision of contractor personnel at all times when contract work is being performed. Supervision may be provided by a working foreman or work leader.

The contractor’s supervisor will monitor weekly services and provide service logs to the TPOC.

Hours of Operation

The Omaha and Grand Island Campuses operate at full capacity Monday through Friday, excluding

Federal Holidays, from 7:00 AM CST to 5:00 PM CST.

Parking for contractor personnel as applicable will be in designated areas only as determined by the

TPOC.

Security Requirements

All contractor and subcontractor personnel shall wear, in plain sight, badges, tags, or other label with company and employees’ name identifying them as contractors.

Special Qualifications

The contractor shall supply licenses, training, and operating standards for all equipment and products to be used by the contractor’s personnel and/or subcontractors.

The contractor shall adhere to all U.S. Occupational Safety & Health Administration (OSHA) guidelines and rules with regard to materials handling and work practices.

The contractor shall supply copies of driver’s license or state issued identification cards to the TPOC prior to commencing work at NWI.

TPOC Communications

The contractor’s supervisor is responsible for checking in with the TPOC or TPOC designee daily during snow and ice removal events. The supervisor must have cell phone communication capabilities in order to respond to corrections in a timely manner and notify TPOC of any emergencies.

Daily logs of maintenance services shall be provided to the TPOC weekly via e-mail during snow and ice removal events.

Limitations on Subcontracting

By submission of an offer and execution of a contract, the offer/contractor agrees in performance of the contract, in the case of a contract for services, that it will not pay more than 50% of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the 50% subcontract amount that cannot be exceeded. An independent contractor shall be considered a subcontractor.

General Requirements

It shall be understood that, throughout performance of the contract, the Contractor’s personnel, while on

VA property, shall adhere to all requirements and regulations that govern the VA Health Care System and its properties. Among all other requirements, the VA Health Care System and its properties are now entirely smoke-free.

Facility Map – Grand Island

Shown below is the site map and designated areas that require snow plowing and snow removal. Please note section 16 is a gravel parking lot; please take precautions to not remove gravel with snow:

Facility Map - Omaha

Listed below and on the following pages are the site maps and designated areas that require snow plowing and snow removal. Snow removal locations are project to change in the next few years. Ordering Period

2 of BPA will be different than the following years and is shown below. This will be based on the second map shown below. Remaining ordering periods of BPA may require contract adjustment for future construction that is not fully defined:

Ordering Period 1 of BPA (Lots 1-10 Area indicated in Yellow)

Ordering Period 2 Map (Lots 1-4 Areas indicated in yellow)

SECTION B.4 OTHER BPA TERMS AND CONDITIONS

Authorized Limits

Minimum and maximum orders allowable are set forth in FAR Clause 52.216 (Order Limitations) of BPA and are also listed here:

Minimum Order: $2,500 per BPA task order

Maximum Order: $200,000 per BPA task order

Obligation of Funds

The BPA does not obligate any funds. The Government is obligated only to the extent of authorized BPA task order actually issued and awarded under the BPA by the Contracting Officer. Task orders against

BPA become a binding contract upon acceptance by the Contractor and award of task order by the CO.

Placement of task orders against the BPA is not guaranteed and is at the Government’s discretion.

Precedence

The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor’s invoice, the provisions of this

BPA will take precedence. The Contractor's unconditional acceptance of this BPA, including all terms and conditions herein shall be considered binding upon the delivery of the first BPA task order placed hereunder by a Contracting Officer. Failure of the Contractor to comply with any of the terms and conditions of the BPA and/or any BPA task orders placed hereunder may be cause for the cancellation of this BPA.

Cancellation of BPA

The Government may cancel the BPA at any time by notifying the Contractor at least 30 days in advance.

BPA cancellation does not release the Contractor from their duty to continue task order performance.

Ordering Authority

Only warranted Contracting Officers from Network Contracting Office (NCO) 23, Department of

Veterans Affairs can issue task orders against this single award BPA.

Decline of Task Order Request

The Contractor shall notify by e-mail the Contracting Officer within one (1) business day of receiving task order for review/signature if Contractor is not able to provide services for period of performance specified in task order and thus, task order request is declined.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS (OCT 2018)

(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) [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 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 52.252-2 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)

FAR

Number

Title Date

52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST DEC 2011

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS

AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS

APR 2014

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON

POSTCONSUMER FIBER CONTENT PAPER

MAY 2011

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

JUL 2016

52.217-8 OPTION TO EXTEND SERVICES NOV 1999

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

DEC 2013

52.237-3 CONTINUITY OF SERVICES JAN 1991

C.3 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 12-01-2019 through 11-30-2024.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $2,500, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $200,000;

(2) Any order for a combination of items in excess of $200,000; or

(3) A series of orders from the same ordering office within 1 calendar days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph

(b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 1 calendar days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.5 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION

(JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the

Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

C.6 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable

Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least

$100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

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

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

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

(End of Clause)

C.7 52.236-9 PROTECTION OF EXISTING VEGETATION, STRUCTURES,

EQUIPMENT, UTILITIES, AND IMPROVEMENTS (APR 1984)

(a) The Contractor shall preserve and protect all structures, equipment, and vegetation (such as trees, shrubs, and grass) on or adjacent to the work site, which are not to be removed and which do not unreasonably interfere with the work required under this contract. The Contractor shall only remove trees when specifically authorized to do so, and shall avoid damaging vegetation that will remain in place. If any limbs or branches of trees are broken during contract performance, or by the careless operation of equipment, or by workmen, the Contractor shall trim those limbs or branches with a clean cut and paint the cut with a tree-pruning compound as directed by the Contracting Officer.

(b) The Contractor shall protect from damage all existing improvements and utilities (1) at or near the work site and (2) on adjacent property of a third party, the locations of which are made known to or should be known by the Contractor. The Contractor shall repair any damage to those facilities, including those that are the property of a third party, resulting from failure to comply with the requirements of this contract or failure to exercise reasonable care in performing the work. If the Contractor fails or refuses to repair the damage promptly, the Contracting Officer may have the necessary work performed and charge the cost to the Contractor.

C.8 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.9 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED

VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019)(DEVIATION)

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

(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 802.101, 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 part 74 and is so listed in the Vendor Information Pages (VIP) database

(https://www.vip.vetbiz.va.gov); and

(v) The business will comply with VAAR subpart 819.70 and Small Business

Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR 121.406 and 125.6, provided that any reference therein to a service-disabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and

VIP-listed SDVOSB. The nonmanufacturer rule and the limitations on subcontracting apply to all SDVOSB and VOSB set-asides and sole source contracts.

(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 eligible service-disabled veteran-owned small business concerns. Only VIP-listed service-disabled veteran-owned small business concerns

(SDVOSBs) may submit offers in response to this solicitation. Offers received from concerns that are not VIP-listed service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a VIP-listed service-disabled veteran-owned small business concern that meets the size standard for the applicable NAICS code.

(c) Representation. By submitting an offer, the prospective contractor represents that it is an eligible SDVOSB as defined in this clause, 38 CFR part 74, and VAAR subpart 819.70.

Pursuant to 38 U.S.C. 8127(e), only VIP-listed SDVOSBs are considered eligible. Therefore, any reference in 13 CFR part 121 and 125 to a service-disabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB and only such concern(s) qualify as similarly situated. The offeror must also be eligible at the time of award.

(d) Agreement. When awarded a contract (see FAR 2.101, Definitions), including orders under multiple-award contracts, or a subcontract, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size and government contracting programs at 13 CFR part 121 and

125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13

CFR part 121.406 and 125.6, provided that for purposes of the limitations on subcontracting, only VIP-listed SDVOSBs shall be considered eligible and/or “similarly situated” (i.e., a firm that has the same small business program status as the prime contractor). An independent contractor shall be considered a subcontractor. An otherwise eligible firm further agrees to the following:

(1) Services. In the case of a contract for services (except construction), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed

SDVOSBs.

(2) Supplies or products.

(i) In the case of a contract for supplies or products (other than from a nonmanufacturer of such supplies), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(ii) In the case of a contract for supplies from a nonmanufacturer, it will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) is granted.

(3) General construction. In the case of a contract for general construction, it will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed

SDVOSBs.

(4) Special trade contractors. In the case of a contract for special trade contractors, it will not pay more than 75% of the amount paid by the government to it to firms that are not

VIP-listed SDVOSBs.

(5) Subcontracting. Any work that a VIP-listed SDVOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, cost of materials is excluded and not considered to be subcontracted. For mixed contracts and additional limitations, refer to 13

CFR 125.6.

(e) Joint ventures. A joint venture may be considered an SDVOSB if the joint venture is listed in

VIP and complies with the requirements in 13 CFR 125.18(b), provided that any reference therein to service-disabled veteran-owned small business concern or SDVO SBC, is to be construed to mean a VIP-listed SDVOSB. A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the aggregate of the joint venture participants.

(f) Precedence. For any inconsistencies between the…