36C24219Q0078.docx

36C24219Q0078

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1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C24219Q0078 01-10-2019 TUITT, Josie 718-741-4352 01-24-2019

10:00AM

36C242 Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx NY 10468-3904 x 492110 1500 Employees X N/A X See Delivery Schedule

36C242 Department of Veterans Affairs James J. Peters VA Medical Center Network Contracting Office 2 130 West Kingsbridge Road Bronx NY 10468-3904

Tungsten Network http://www.tungsten-network.com/us/en /veterans-affairs

See CONTINUATION Page Network Contracting Office 2, James J. Peters VAMC requires Pharmacy/Laboratory Courier Services pick up and delivery for New York Harbor Healthcare System, Manhattan /Brooklyn/ St. Alban's Campuses) and two CBOC's (Staten Island and Harlem).

As described in the statement of work Period of Performance:

- Base Period: Date of award to February 6, 2020

- Option Year One: February 7, 2020 to February 6, 2021

- Option Year Two: February 7, 2021 to February 6, 2022

- Option Year Three: February 7, 2022 to February 6, 2023

- Option Year Four: February 7, 2023 to February 6, 2024 See CONTINUATION Page 630-3690160-456-822300-2580 0100223G3 X X X

JOSEPHINE TUITT

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C242 Tuitt, Josie Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx NY 10468-3904

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.

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

B.2 STATEMENT OF WORK

COURIER SERVICE

1. GENERAL: Contractor shall provide all labor, material, equipment, transportation, and certification/licensure for transportation of clinical specimens to various labs for testing as needed. The trips will consist of pickup/delivery of clinical and /or pharmacy emergency supplies between VA New York Harbor Healthcare Systems (VA NYHHS) three main facilities (Manhattan Campus, Brooklyn Campus, & St. Alban’s Campus) and its two CBOC’s (Staten Island and Harlem CBOC’s).

2. SERVICE LOCATION: VA New York Harbor Healthcare System

3. PERFORMANCE PERIOD:

· Base Year: Date of award to February 6, 2020

· Option Year One: February 7, 2020 to February 6, 2021

· Option Year Two: February 7, 2021 to February 6, 2022

· Option Year Three: February 7, 2022 to February 6, 2023

· Option Year Four: February 7, 2023 to February 6, 2024

4. DESCRIPTION: A courier service is required to pick-up and deliver clinical and /or pharmacy emergency supplies between VA New York Harbor Healthcare Systems (VA NYHHS) three main facilities (Manhattan Campus, Brooklyn Campus, & St. Alban’s Campus) and its two CBOC’s (Staten Island and Harlem CBOC’s).

Courier service needs to be available anytime day or night 365 days a year.

Also, VANYHHS reserves the right to change the frequencies of pick-up and deliveries to meet the demand of our patient’s needs. Therefore, if a change of frequency is needed we will inform the vendor of such changes. Furthermore, we will also need the ability to have transportation during WHEN hours, including nights and weekends and also Holidays. VA New York Harbor Healthcare System requires the courier to be at the VA Medical Center for pick-up within 30 minutes from the time a service call is placed. A dependable source is essential and for this reason, the contractor must have courier services within close proximity and be readily available to respond within the above timeframe as this is instrumental in times that urgency warrants special delivery.

The delivery price schedule also includes various destinations; therefore, the courier service can be utilized for a comprehensive list of trips as needed for the laboratory. The number of trips varies depending on the needs of VA Medical Centers; however, the estimated number of trips during a 12 months period are 720 trips from the Brooklyn Campus to the Manhattan Campus; 366 trips from the St. Albans Campus to the Manhattan Campus; 366 trips from the Staten Island CBOC to the Manhattan Campus; and 183 trips from the Harlem Campus to the Manhattan Campus.

The Government contemplates award of a Firm-Fixed-Price, Requirements Contract resulting from this solicitation. The CLIN per trip are FLAT rates. For the information of offerors and contractors, the table below shows an estimated quantity of trips for the Brooklyn Campus, St. Albans Campus, Staten Island CBOC and Harlem CBOC to the Manhattan Campus. This estimate is not a representation to an offeror or contractor that the estimated quantity will be required or ordered, or that conditions affecting requirements will be stable or normal.

From: Brooklyn Campus 800 Poly Place Brooklyn, N.Y. 11209 From: St. Albans Campus 179-00 Linden Blvd Jamaica, N.Y. 11425 From: Staten Island CBOC 1150 South Ave, Ste. 301 Staten Island, N.Y. 10314 From: Harlem CBOC 55 W 125th St, Rm 1101 New York, N.Y. 10027

To: Manhattan Campus 423 E.23rd St New York, N.Y. 10010 To: Manhattan Campus 423 E.23rd St New York, N.Y. 10010 To: Manhattan Campus 423 E.23rd St New York, N.Y. 10010 To: Manhattan Campus 423 E.23rd St New York, N.Y. 10010

Est. Number of trips: 720

Est. Number of trips: 366

Est. Number of trips: 366

Est. Number of trips: 183

5. RESPONSIBILITY OF CONTRACTOR: The contractor shall maintain all Federal and State requirements/licensure as required.

5.1 Medical specimens in transport shall be safeguarded according to Center for Disease Control and Prevention and Prevention and Dept. of Transportation regulations governing shipments of diagnostic/infectious substances. Shipments of specimens usually can fit in an average size vehicle

5.2 Specimens are picked in a locked biohazard container. If container is opened, have laboratory personnel check contains with manifest for accuracy, reseal/lock container and hand over to courier. Courier will sign acceptance/delivery on container.

5.3 If specimens are lost or destroyed the process of delivery. Courier service will immediately contact the COR or respective laboratory supervisor on duty. The VA staff would then send a notification, upon discovery, to the Privacy Officers and ISSO’s.

5.4 All drivers shall have specific training/supplies to handle cleanup of spills (Hazmat) etc. associated with medical specimens.

5.5 All couriers must be eligible to enter VA New York Harbor Healthcare Medical Facilities.

5.6 Driver personnel records with documentation of required training will be furnished to the Contracting Officer Representative (COR) within 14 days of request.

6. RESPONSIBILITY OF VA NEW YORK HEALTHCARE SYSTEM

6.1 Provide originating caller name, contract phone number and location (i.e. laboratory, pharmacy, operating room etc.) to ensure packages are ready for immediate pick up.

6.2 Provide all packing materials including shipping containers and ensure that all packages are correctly addressed.

6.3 Ensure all packages are prepared or packed according to any Federal, State, and local regulations for diagnostic or infectious substances as appropriated to the contained specimens, etc.

6.4 Ensure sufficient amounts of wet or dry ice are packed with the specimens if required to provide the proper storage temperature for the duration of the transportation process.

6.5 Provide a contact name/number for both the sender and receiver.

6.6 Coordinate access to VA New York Healthcare Medical Facilities according to current Security Forces rules, regulations and requirements.

7. QUALITY CONTROL

7.1 The contractor shall develop and implement a plan to monitor the quality and timeliness of services provided under this SOW.

7.2 The C&A requirements do not apply, and that a Security Accreditation Package is not required

8. SAFETY

8.1 The contractor and/or representatives shall comply with VA New York Healthcare System safety standards always.

8.2 Wearing seatbelts/shoulder harness and observing posted base traffic regulations and maximum speed limits while driving on grounds.

8.3 Refrain from using cellular telephones while operating a motor vehicle on the property.

9. WORK LOAD ESTIMATE

Trips will be scheduled on “as needed” basis.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

CLIN 0001

Courier services for pick-up and delivery of clinical and/or pharmacy emergency supplies FLAT RATES from NYHHCS BROOKLYN CAMPUS to

NYHHCS MANHATTAN CAMPUS.

Approximately five (5) times a day: 9:00am, 11:00am, 1:00pm, 3:00pm and 8:00pm

Contract Period: Base POP Begin: 02-07-2019 POP End: 02-06-2020

CLIN 0001A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Base

CLIN 0002

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS ST. ALBAN'S to

NYHHCS MANHATTAN CAMPUS.

Expected twice (2) times a day: 10:00am and 2:00pm Contract Period: Base

CLIN 0002A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Base

CLIN 0003

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS STATEN ISLAND to

NYHHCS MANHATTAN CAMPUS.

Twice (2) times a day: 10:00am and 2:00pm Contract Period: Base

CLIN 0003A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Base

CLIN 0004

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS HARLEM CBOC to

NYHHCS MANHATTAN CAMPUS.

Expected to be once (1) a day: 2:00pm Contract Period: Base

CLIN 0004A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Base

CLIN 1001

Courier services for pick-up pharmacy emergency supplies FLAT RATES from NYHHCS BROOKLYN CAMPUS to

NYHHCS MANHATTAN CAMPUS.

Approximately five (5) times a day: 9:00am, 11:00am, 1:00pm, 3:00pm and 8:00pm Contract Period: Option 1 POP Begin: 02-07-2020 POP End: 02-06-2021

CLIN 1001A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 1

CLIN 1002

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS ST. ALBAN'S to

NYHHCS MANHATTAN CAMPUS.

Expected twice (2) times a day: 10:00am and 2:00pm Contract Period: Option 1

CLIN 1002A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 1

CLIN 1003

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS STATEN ISLAND to

NYHHCS MANHATTAN CAMPUS.

Twice (2) times a day: 10:00am and 2:00pm Contract Period: Option 1

CLIN 1003A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 1

CLIN 1004

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS HARLEM CBOC to

NYHHCS MANHATTAN CAMPUS.

Expected to be once (1) a day: 2:00pm Contract Period: Option 1

CLIN 1004A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 1

CLIN 2001

Courier services for pick-up pharmacy emergency supplies FLAT RATES from NYHHCS BROOKLYN CAMPUS to

NYHHCS MANHATTAN CAMPUS.

Approximately five (5) times a day: 9:00am, 11:00am, 1:00pm, 3:00pm and 8:00pm

Contract Period: Option 2 POP Begin: 02-07-2021 POP End: 02-06-2022

CLIN 2001A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 2

CLIN 2002

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS ST. ALBAN'S to

NYHHCS MANHATTAN CAMPUS.

Expected twice (2) times a day: 10:00am and 2:00pm Contract Period: Option 2

CLIN 2002A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 2

CLIN 2003

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS STATEN ISLAND to

NYHHCS MANHATTAN CAMPUS.

Twice (2) times a day: 10:00am and 2:00pm Contract Period: Option 2

CLIN 2003A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 2

CLIN 2004

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS HARLEM CBOC to

NYHHCS MANHATTAN CAMPUS.

Expected to be once (1) a day: 2:00pm Contract Period: Option 2

CLIN 2004A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 2

CLIN 3001

Courier services for pick-up pharmacy emergency supplies FLAT RATES from NYHHCS BROOKLYN CAMPUS to

NYHHCS MANHATTAN CAMPUS.

Approximately five (5) times a day: 9:00am, 11:00am, 1:00pm, 3:00pm and 8:00pm Contract Period: Option 3 POP Begin: 02-07-2022 POP End: 02-06-2023

CLIN 3001A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 3

CLIN 3002

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS STATEN ISLAND to

NYHHCS MANHATTAN CAMPUS.

Twice (2) times a day: 10:00am and 2:00pm Contract Period: Option 3

CLIN 3002A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 3

CLIN 3003

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS STATEN ISLAND to

NYHHCS MANHATTAN CAMPUS.

Twice (2) times a day: 10:00am and 2:00pm Contract Period: Option 3

CLIN 3003A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 3

CLIN 3004

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS HARLEM CBOC to

NYHHCS MANHATTAN CAMPUS.

Contract Period: Option 3 POP Begin: 02-07-2022

Expected to be once (1) a day: 2:00pm

CLIN 3004A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 3

CLIN 4001

Courier services for pick-up pharmacy emergency supplies FLAT RATES from NYHHCS BROOKLYN CAMPUS to

NYHHCS MANHATTAN CAMPUS.

Approximately five (5) times a day: 9:00am, 11:00am, 1:00pm, 3:00pm and 8:00pm

Contract Period: Option 4 POP Begin: 02-07-2023 POP End: 02-06-2024

CLIN 4001A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 4

CLIN 4002

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS STATEN ISLAND to

NYHHCS MANHATTAN CAMPUS.

Twice (2) times a day: 10:00am and 2:00pm Contract Period: Option 4

CLIN 4002A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 4

CLIN 4003

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS STATEN ISLAND to

NYHHCS MANHATTAN CAMPUS.

Twice (2) times a day: 10:00am and 2:00pm Contract Period: Option 4

CLIN 4003A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 4

CLIN 4004

Courier services for pick-up pharmacy emergency supplies FLAT RATE from NYHHCS HARLEM CBOC to

NYHHCS MANHATTAN CAMPUS.

Expected to be once (1) a day: 2:00pm Contract Period: Option 4

CLIN 4004A

Courier services for pick-up pharmacy emergency supplies FLAT RATE any time a day within 24 hours Contract Period: Option 4

Page 1 of Page 1 of

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)

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

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

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

(End of Clause)

C.3 52.216-18 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 Date of Award through last exercised option.

(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 $100.00, 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 $140,000.00;

(2) Any order for a combination of items in excess of $140,000.00; or

(3) A series of orders from the same ordering office within 15 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 15 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 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after January 6, 2024.

(End of Clause)

C.6 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

C.7 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years.

(End of Clause)

C.8 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond February 6, 2020. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond February 6, 2020, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.9 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.10 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

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

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans or eligible surviving spouses (see VAAR 802.201 Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans (or eligible surviving spouses) or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

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

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

(2) “Service-disabled veteran” means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(b) General.

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

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

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

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

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

(End of Clause)

C.11 VAAR 852.228-71 INDEMNIFICATION AND INSURANCE (MAR 2018)

(a) Indemnification. The contractor expressly agrees to indemnify and save the Government, its officers, agents, servants, and employees harmless from and against any and all claims, loss, damage, injury, and liability, however caused, resulting from, arising out of, or in any way connected with the performance of work under this agreement. Further, it is agreed that any negligence or alleged negligence of the Government, its officers, agents, servants, and employees, shall not be a bar to a claim for indemnification unless the act or omission of the Government, its officers, agents, servants, and employees is the sole, competent, and producing cause of such claims, loss, damage, injury, and liability. At the option of the contractor, and subject to the approval by the contracting officer of the sources, insurance coverage may be employed as guaranty of indemnification.

(b) Insurance. Satisfactory insurance coverage is a condition precedent to award of a contract. In general, a successful bidder must present satisfactory evidence of full compliance with State and local requirements, or those below stipulated, whichever are the greater. More specifically, workers' compensation and employer's liability coverage will conform to applicable State law requirements for the service contemplated, whereas general liability and aircraft liability of comprehensive type shall, in the absence of higher statutory minimums, be required in the amounts per aircraft used of not less than $200,000 per person and $500,000 per occurrence for bodily injury and $200,000 per occurrence for property damage. Coverage for passenger liability bodily injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is greater. State-approved sources of insurance coverage ordinarily will be deemed acceptable to the Department of Veterans Affairs installation, subject to timely certifications by such sources of the types and limits of the coverages afforded by the sources to the bidder.

(End of Clause)

C.12 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

(2) Designated agency office means the office…