36C78618Q0089-002.docx

36C78618Q0061

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

9148-000005

36C78618Q0089 01-16-2018 Joselito Roman 540-658-7213 01-26-2018

2:00 PM EST

43C1 Department of Veterans Affairs NCA Contracting Service

75 Barrett Heights Rd. Sutie 309 Stafford VA 22556 x x

562998 $7.5 Million

X

N/A X

Prescott National Cemetery 500 Highway 89 North

Prescott AZ 86313 43C1 Department of Veterans Affairs NCA Contracting Service

75 Barrett Heights Rd. Suite 309 Stafford VA 22556 http://www.tungsten-network.com/customer -campaigns/veterans-affairs/

1-877-752-0900

See CONTINUATION Page The Contractor will provide all necessary labor, materials, supplies, tools and equipment to perform Portable Toilet Rental Services at the Prescott National Cemetery, Prescott AZ. Prescott National Cemetery is supervised by the National Memorial Cemetery of Arizona.

See Price Schedule

DUNS#:

Tax ID:

Email Adress

See CONTINUATION Page

Joselito Roman Contracting Officer

Table of Contents

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Joselito Roman Contracting Officer 36C786 Department of Veterans Affairs NCA Contracting Service 75 Barrett Heights Rd. Suite 309 Stafford VA 22556

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.

http://www.tungsten-network.com/customer -campaigns/veterans-affairs/ ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1.2 PROPOSALS SUBMISSION:

Proposals will be accepted and considered for award of a firm-fixed price contract. Submitted proposals that do not meet the following instructions may be determined to be nonresponsive and will not be considered for award.

B.1.3 OFFEROR ECMS VENDOR PORTAL REGISTRATION:

All Interested Offerors must be registered with the Department of Veterans Affairs eCMS Vendor Portal at https://www.vendorportal.ecms.va.gov. Offerors who require registration shall proceed to the Vendor Portal’s Login section and shall click on Request a user account to register. In the event an Offeror is unable to submit a proposal through the vendor portal domain, prior to the proposal closing date, contact the VAAS helpdesk at 1-877-634-3739, or via email at VA.Acquisition.Systems@va.gov. If an Offeror is still having difficulties in submitting a proposal via the Vendor Portal the contracting officer may accept an Offeror’s proposal via email under the following circumstances:

1. Offeror must provide evidence that an email discussions or verbal discussion with the VAAS helpdesk could not resolve registration issues.

1. Proposal submitted must meet the time constraints as set forth in the solicitation.

Proposals submitted via email without set requirements will not be accepted and will be considered to be nonresponsive. Late or incomplete Proposals will also be considered to be nonresponsive.

Proposal Requirements:

1. One (1) properly completed, signed and dated Standard Form 1449 with price/cost schedule.

1. Alternative Payment Protection as stated in FAR 52.228-13 (if applicable).

1. A completed copy of 52.204-8, Representation and Certifications.

1. Technical Proposal shall address evaluation factors and the Scope of Work (SOW).

1. Acknowledgement of any amendments (if applicable).

1. Completed FAR Clause 52.223-3 “Hazardous Material Identification and Material Safety Data” (if applicable).

Failure to submit all required documentation may result in your submission being determined technically unacceptable and removed from further consideration.

B.1.4 QUESTIONS PERTAINING TO THIS SOLICITATION:

Questions pertaining to this solicitation must be sent by e-mail to: Joselito.Roman@va.gov no later than 9:00 AM ET, January 22, 2018. Telephone inquiries will not be accepted. Questions received after this date and time will not be considered.

B.1.5 PRE-BID SITE VISIT:

Visit to the site by Offerors may be made only by appointment with the Contracting Officer Representative (COR) or authorized designee at Prescott National Cemetery. Offerors are urged and expected to inspect the site where services are to be performed and to satisfy themselves regarding all general and local conditions that may affect the cost of contract performance. To schedule a site visit you may contact the Cemetery Director Jerry L. Rainey at 480-513-3600.

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

This solicitation includes FAR 52.219-4 Notice of Price Evaluation Preference for HubZone Small Business Concerns. 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 SUBCONTRACTING COMMITMENTS--MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, and VAAR 852.215-71, Evaluation Factor Commitments. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the contractor's business records or other proprietary data to review such business records regarding contract 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 compliance with the subcontracting commitments.

B.2 SUPPLIES OR SERVICES AND PRICE/COSTS

Price Schedule: The Contractor shall provide all necessary labor, materials, supplies, tools and equipment to perform Portable Toilet Rental Services at the Prescott National Cemetery, 500 Highway 89 North, Prescott, Arizona. All work shall be performed in accordance with the Description/Specifications/Statement of Work, contained within in this requirement. The base contract performance period is from Date through Award through September 30, 2018. With four (4) option year periods as described below, if exercised.

BASE PERIOD: February 1, 2018-September 30, 2018

Base Year Total

OPTION YEAR I: October 1, 2018-September 30, 2019

Option Year I: Total

OPTION YEAR II: October 1, 2019-September 30, 2020

Option Year II: Total

OPTOIN YEAR III: October 1, 2020-September 30, 2021

Option Year III: Total

OPTION YEAR IV: October 1, 2021-September 30, 2022

Option Year IV: Total

Total Base and Option Year:

B.3 DESCRIPTION/SPECIFICATION/WORK STATEMENT

The National Cemetery Administration honors veterans with a final resting place and lasting memorials that commemorate their service to our Nation. National cemeteries are national shrines. The standards of maintenance, appearance and operational procedures performed by the Contractor at this cemetery shall reflect this nation's concern for those interned there. For this reason, the Contractor's strict adherence to the specifications shall be required and shall be essential. Every action by contractor personnel at a national cemetery must be performed with the special care, reverence, dignity, and respect that acknowledge the cemetery as the final resting place that commemorates the service and sacrifice that service members, Veterans and their families made for our Nation.

B.3.01 BACKGROUND INFORMATION:

The Department of Veteran Affairs, National Cemetery Administration (NCA) requires portable toilet rental and services to be performed at Prescott National Cemetery, 500 Highway 89 North Prescott, AZ 86313.

B.3.02 NCA STANDARDS:

1. Portable Toilets shall be inspected daily and shall be cleaned and supplied in accordance with the described Portable Toilet Restroom Checklist.

2. Portable Toilets shall consistently have a clean and well-maintained appearance.

B.3.03 SCOPE:

This is a Non-Personal Portable Toilet Service in which the Contractor shall furnish all supplies, materials, personnel, equipment, tools, and supervision necessary to provide complete Portable Toilet Services.

B.3.04 PERSONNEL:

Contractor personnel shall adhere to establishing training criteria (such as OSHA, JCAHO), and shall be able to demonstrate a document employee initial and refresher training program that includes Universal Precautions, basic bacteriological concepts, infection control, safety, fire protection, Personal protective Equipment (PPE), and laundry operation procedures and policies.

B.3.05 PHYSICAL SECURITY:

1. The contractor shall, at all times, exercise care and caution in performing the duties described in the statement of work so as not cause injury to themselves or other persons. The contractor shall perform the assigned tasks and duties in a safe manner in accordance with VA, NCA, and OSHA regulations and polices. The contractor shall indemnify to protect itself, and render the United States Government, its employees, agents and representatives, harmless from any liability resulting from personal injury arising out of performance of the work contained herein.

2. Contractor shall provide all safety warning devices at worksite to warn visitors and cemetery employees of potential hazards, (e.g., Vacuum pumping the Holding Tank).

B.3.06 QUALITY CONTROL:

1. The Contractor shall establish and maintain a complete Quality Control Plan to ensure that the requirements of the contract are provided as specified. Once copy of the contractor’s Quality Control Plan shall be provided to the Contracting Officer Representative no later than the Post Award Conference. An updated copy must be provide to the Contracting Officer and COR on the contract start date and as changes occur.

2. The plan shall describe the methods for identifying and preventing defects before the level of performance becomes unacceptable.

B.3.07 QUALITY ASSURANCE:

1. The Government will evaluate the contractor’s performance under this contract in accordance with the work statement and the enclosed Portable Restroom Checklists. The checklists shall be initialed and dated each day by cemetery personnel signifying that the work was completed. All surveillance observations will be recorded by the Government. When an observation indicates defective performance, the COR will complete a discrepancy report and send it to the contracting officer and the contractor by e-mail and or fax. The discrepancy reports will be used to establish documentation for Non-performance or tasks not satisfactorily completed in accordance with the Work Statement which will result in a reduction of the monthly amount in the Schedule.

2. Performance Evaluation Meetings: The contract manager may be required to meet with the COR and Contracting Officer at the beginning of each month to evaluate contract performance.

3. Quarterly meetings will be scheduled with the Director of National Memorial Cemetery of Arizona, COR and/or Contracting Officer. The contractor may request meetings whenever a Contract Discrepancy Report is issued. The written minutes of these meetings shall be signed by the contractor’s manager, Contracting Officer and COR. If the contractor does not concur with the minutes he/she shall state any areas of non-concurrence within 5 business days of receipt of the signed minutes.

B.3.08 ADMINISTRATIVE ISSUES:

1. Based upon satisfactory completion and final inspection and acceptance of all work performed in accordance with the Statement of Work., the Contractor shall be paid monthly in arrears by Government Purchase Order and after receipt of a properly prepared invoice.

2. Notwithstanding the provisions of the contract covering inspection and acceptance, any items found to be unsatisfactorily cleaned shall be re-cleaned at no additional cost to the VA/NCA.

3. Contracted services are to be accomplished subject to emergency situations-as defined by VA-which may require alteration of schedules. In the event that the VA declares a facility emergency or disaster, or participates in a federal and/or DOD drill, the contractor shall perform services as required by the facility COR per the Emergency Preparedness Plan.

4. Contractor shall specify a point of contact (with phone number) as the designated contact for VA/NCA and the parties shall meet as needed. The point of contact can be reached during normal business hours and off-duty hours, and be able to respond within one hour of notification by the VA/NCA and take prompt action on matters pertaining to the contract.

B.3.09 EQUIPMENT, MATERIALS AND SUPPLIES:

1. Contractor Supplied Items: Portable Toilet-Handicap Access which includes Toilet Holding Tank.

2. Unless otherwise stated all equipment: toilet, expendable item: toilet paper, as well as the holding tank chemical liquid which must meet (The Farm Security and Rural Investment Act (FSRIA) of 2002, E.O. 13423, and Part 23 of the FAR which requires Federal agencies to purchase USDA-designated bio-based products, also known as Bio-Preferred products) will be furnished by the contractor. Contractor will provide employees with a binder and training for all cleaning materials with a copy of all material safety data sheets (MSDS), and provide the COR with copies of the MSDS’s for all chemicals used for cleaning and in the Holding Tank.

3. Proper and Safe use of Equipment and Chemicals: Contractor shall use all equipment, disinfectants, detergents, and other chemical agents in accordance with OSHA and manufactures instructions. Contractor shall take extreme care while performing cleaning services to ensure that corrosive or abrasive chemicals do not mar, discolor, remove or harm the finish in any way on any facility or fixture. Contractor may be liable for damages to private or Government property caused by misuse.

4. Reasonable Cleaning Effort. Contractor shall advise the COR of any stains or markings that cannot be removed by reasonable cleaning efforts.

B.3.10 STANDARD DEFINITIONS:

1. Contracting Officer (CO). A person duly appointed with the authority to enter into and administer contracts on behalf of the U.S. Government.

2. Contracting Officer’s Representative (COR). An individual designated by the contracting officer to act as his representative to assist in administering a contract. The source and authority for a COR are contained in the written letter of designation.

3. Government Property. All property owned or leased to the Government or acquired by the Government under the terms of the contract. Government property includes both Government furnished property and contractor acquired property as defined in FAR 45.101.

4. Performance Requirement. The point that divides acceptable and unacceptable performance. When the method of surveillance is other than random sampling, the performance requirement is the number of defectives or maximum percent defective in the lot before the Government will affect the price computation system in accordance with the Performance Requirements Summary and the Inspection of Services Clause.

5. Quality assurance (QA). Those actions taken by the Government to assure services meet the requirements of the performance Work Statement (PWS) and all other service outputs.

6. Quality Assurance Evaluator (AQE). A Government employee responsible for surveillance of contractor performance.

7. Quality Assurance Surveillance Plan (QASP). An organized written document used for the quality assurance surveillance. The document contains specific methods to perform surveillance of the contractor.

8. Quality Control. Those actions taken by a contractor to control the performance of services so that they meet the requirements of the PWS.

B.3.11 CONTRACTOR RESPONSIBILITIES:

1. The Contractor shall be aware of the intensive labor and equipment requirements needed to meet contract specifications. Inclement weather - other than prolonged snow cover, will not be considered an excusable delay in meeting specifications. The Government expects the Contractor to work throughout all weather conditions and to apply additional labor and equipment as necessary to meet deadlines.

2. The Contractor is responsible for making sure the worksite is properly staffed to perform all necessary tasks. Any problems with sub-contractors or their staffs are solely the Contractor’s responsibility, and the failure of a sub-contractor to perform shall not be an excuse or reason for non-performance.

3. The Contractor is responsible for taking all precautions to prevent damage to the cemetery, in any manner.

4. Cooperation with other Contractors: The Government may undertake or award other contracts for additional work at or near the site of work for this contract. The Contractor shall fully cooperate with other Contractors and with Government employees.

5. More than one Contractor may have access to storage areas designated by the COR. The Government is not responsible for any costs associate with repairing or replacing Contractor(s) property while on cemetery property.

6. The Contractor shall provide adequate safety warning devices, barricades and cover boards, etc., at all work sites to eliminate hazards from public visitors and cemetery employees at no cost to the Government.

7. At the end of each day, the Contractor shall remove all debris from the cemetery site. At all times rubbish and trash generated by the Contractor shall be kept clear of vehicular and pedestrian traffic throughout the site. The Government shall not provide receptacles for the disposal of debris related to this contract.

8. The Contractor shall possess and maintain all necessary insurance, licenses and permits required for contract performance. Contractor is responsible for any injury to himself/herself, his/her employees, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by his/her employees fault or negligence, and shall maintain personal liability and property damage insurance having coverage for a limit as required by the laws of the State of Arizona.

9. Reporting "on-the-job" Injuries: The Contractor is required to report all "on-the-job" injuries incurred by the Contractor, its agents or employees, resulting from performance of this contract. Contractor shall notify the COR (either orally or via telephone) within twenty-four (24) hours of the injury and provide details and exact location of the incident. This will be followed up by a written notice to the COR. Any Contractor (including its agents and employees) that knowingly files a false claim may be criminally prosecuted.

10. Contractor must have at least one manager or employee on-site fluent in spoken and written English

B.3.12 STANDARDS OF EMPLOYEE CONDUCT:

1. Contractor and Contractor personnel are required to adhere to the following standards of dress and conduct while performing work at the cemetery. These standards and regulations are enforceable under Title 38, U.S.C. Section 218. Contractor and Contractor Personnel.

2. Shall be fully clothed at all times, to include long slacks or pants and shirt, buttoned up from neck to waist. Clothing shall be clean each day. Any soiled clothing should be cemetery work-related that day. T-shirts and/or tank tops as outer garments are prohibited. Shoes/boots will have no holes or loose soles. Steel-toed shoes will be required in accordance with OSHA. Contractor employees will maintain personal hygiene.

3. Shall not engage in loud or boisterous behavior or use profane or abusive language and show proper reverence during committal service. A breach of this term may be grounds for termination at the Government’s discretion.

4. Shall not eat or drink beverages except water or non-alcoholic drinks while in the work area or in site of committal shelter during a service. Use of intoxicating beverages and/or drugs is strictly prohibited.

5. Contractor personnel shall not lean, sit or stand on or against headstones or monuments. No tools, equipment or other items will be placed or leaned on headstones or monuments.

6. SMOKING is not permitted in any buildings within the National Memorial Cemetery of Arizona. This restriction includes offices, restrooms, stairwells, entrances, exits or any other public area.

7. Use of Cemetery Facilities: The Government shall not be responsible for any loss, damage, or theft of Contractor items, nor shall free telephone service be provided. Contractor shall be responsible for acceptable standards of housekeeping and custodial maintenance of Department of Veterans Affair’s facilities used by Contractor's employees.

8. Space: Based on availability of space, and at the discretion of the COR, a limited storage area may be provided. Space offered will be in “as-is" condition. Prior to making any modifications or alterations to the space, Contractor shall obtain written approval from the COR. Any such modifications or alterations shall be at the expense of the Contractor. Upon completion of the contract, the facility shall be returned to the Government in the same condition as received at the expense of the Contractor, except for reasonable wear and tear.

9. The Government shall not provide the Contractor with any fuel storage, equipment or telephones. If available, electric and/or utilities at the designated work and storage areas may be provided for purposes of contract performance only. The Contractor shall take adequate safety precautions to prevent hazardous product spills, fire hazards, odors and unsanitary conditions.

10. The Contractor is responsible for safely handling any chemicals, pesticides, herbicides, cleaning solutions, etc. in accordance with manufacturers recommendations. An MSDS (Material Safety Data Sheet) is required for all chemicals, pesticides, herbicides and cleaning solutions.

11. If space is provided, only the Contractor’s equipment, supplies and property necessary to perform work under this contract shall be stored at the Contractor's designated storage area. No maintenance or repair of Contractor equipment shall be done on cemetery property without the COR’s approval.

B.3.13 SUPERVISION & TRAINING:

1. The Contractor shall be responsible for maintaining satisfactory standards of personnel conduct and work performance and shall administer disciplinary action as required.

2. The Contractor shall remove employees for cause, to include, but not limited to, misconduct in performance of duty under these specifications and/or conduct contrary to the best interests of the Government.

3. The Contractor is responsible for safety / precaution training of Contractor employees performing work under the contact. OSHA standards shall be observed by the Contractor in all work performed. Appropriate safety equipment shall be furnished by the Contractor to Contractor personnel and shall be used as prescribed by OSHA standards, including hard hats, safety shoes, safety glasses, and hearing protection devices.

(End of Statement) 36C78618Q0061

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) System for Award Management (SAM).

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

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

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

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

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

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

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

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

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

(End of Clause)