36C24221Q0011.docx

36C24221Q0011

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

528-21-1-3656-0001 36C24221Q0011 07-31-2020 Harsch, Michelle Michelle.Harsch@va.gov 716-862-7373 08-31-2020

3:00 PM

Department of Veterans Affairs Network Contracting Office (NCO) 2 2875 Union Road Suite 3500 Cheektowaga NY 14227 X 561613 $22 Million N/A X Department of Veterans Affairs Upstate NY Healthcare System Network Fiscal Department 2875 Union Road, Suite 3500 Cheektowaga NY 14227 Department of Veterans Affairs Network Contracting Office (NCO) 2 2875 Union Road Suite 3500 Cheektowaga NY 14227

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

See CONTINUATION Page Armored car services for Agent Cashiers and Canteen Services at the five (5) medical center locations in VISN 2 Upstate NY as specified in the Statement of Work included herewith.

This procurement will allow for multiple awards should prospective offerors be unable to cover the entire geographic area represented by VISN 2 Upstate NY.

See CONTINUATION Page

528-3610152-3656-842100 CS01F00A1

X X X Harsch, Michelle Contracting Officer Table of Contents

B.2 STATEMENT OF WORK……………………………………………………..……………4

B.3 PRICE SCHEDULE………………………………………………………………………...7

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 Michelle A. Harsch Department of Veterans Affairs Network Contracting Office (NCO) 2 2875 Union Road, Suite 3500 Cheektowaga NY 14227

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- ARMORED CAR SERVICES

1. SCOPE OF WORK: The contractor shall provide all personnel, supervision, transportation (armored car vehicles), labor (armed professional guards) and other items and services necessary to perform the driving, pick-up and delivery of cash and other monetary documents (i.e. checks, orders for change, etc.) from the location(s) specified. The contractor shall perform to the standards and specifications in this Statement of Work (SOW).

2. ORDERS FOR CHANGE: VA personnel will call in orders for change to the bank as early as possible. The armored car contractor shall pick-up the change when the deposits are taken to the bank. The armored car contractor shall deliver the change back to the VA on the next scheduled pick-up day as specified in the B.2 Price Schedule. If the bank is not open on any scheduled day, then the next day the bank is open.

3.a. The VA will:

A. Place all checks and currency order slips in a locking shipment bag. VA and authorized personnel at the bank shall have access to the shipment bag keys.

B. Maintain a shipment log book detailing the date of shipment, the amount shipped, the number of the bag used for the shipment, the check number being sent, and the signature of the person preparing the shipment.

3.b. The armored car personnel shall:

C. Provide proof of identity to the VA (badge or other acceptable identity as employees of the contractor).

D. Sign the cashiers’ shipment log upon pick up of locked bag.

E. Maintain a contractor log book of all shipments delivered to each VA facility that the VA cashier will verify and sign.

F. Currency orders picked up on one day shall be delivered to the VA facility the following business day.

4. DEPOSITS: The contractor is required to pick-up and deliver the deposit to the financial institution designated in the schedule of services listed in the B.2 Price Schedule and in accordance with item #3 Orders for Change above.

5. TIME SCHEDULE: The AGENT CASHIER/ CANTEEN STAFF or his/her designated representative may request that the contractor provide service during other than normal duty hours (to include weekends and holidays) based on an assessment of the situation and its impact on operations. If the contractor arrives at the VA earlier than designated in the schedule for pick-up and the VA personnel are not ready, the contractor's representative shall wait until the scheduled hours of pick-up.

The contractor shall be paid the appropriate "cost per run" amount if the contractor is required to provide service other than stated in the B.2 Price Schedule or if the contractor must return to the VA due to the fault of VA personnel not being ready for the scheduled pick-up.

6. RECEIPTS: The armored car guard(s) shall report to the Agent Cashier and Canteen Director or designated representative(s) who shall sign, date, and obtain a copy of the contractor's properly completed standard pick-up receipt. The contractor agrees to give a receipt for every deposit received and made for the designated area at the time of pick-up. Such receipt, when signed by the contractor shall constitute evidence that the distinctively and securely sealed container(s) has been received, and that the contractor accepts, as stated, carriage of the distinctively and securely sealed container(s). Any and all liabilities that arise or may arise under this agreement begins with the proper delivery of the distinctively and securely sealed container(s) to the contract carrier and terminate with the delivery of the distinctively and securely sealed container(s) by the contractor to the designated consignee (financial institution) named in this agreement and the receipt given to the contract carrier by the consignee.

7. PERSONNEL: The contractor shall provide personnel who possess the skills, knowledge, and training to satisfactorily perform the services required by this contract. The contractor has the sole responsibility of training, providing uniforms, equipping, supervising and discharging of all employees.

8. SECURITY: The contractor shall be responsible for obtaining installation passes and inspections for armored vehicles and armed personnel. The contractor shall submit a list of designated individuals or ensure contractor employees are wearing security badges for individuals who will be responsible for the pick-up and delivery of monies to the Agent Cashier or Canteen Director or designated representative. Contractor employees shall observe and adhere to all applicable federal, state and municipal laws, codes and regulations in connection with the performance of this contract. All employees shall be subject to a security clearance in accordance with the contractor’s policies and procedures. A copy of this policy and procedure shall be provided to the Contracting Officer.

An armored car vehicle shall be used for transporting monetary documents. The contractor shall transport necessary documentation indicating amounts transported and any return deposit documents.

9. TRAINING: The contractor shall ensure that all employees are qualified to use the type of weapon issued by the firm in accordance with state and local regulations. The contractor is also responsible for weapon re-qualification. A copy of the individual qualification/re-qualification shall be made available to the Contracting Officer. All costs associated with this training shall be borne by the contractor.

a. The armored car guard(s) coming into the VA facility shall be compliant with “VA Privacy Training for Personnel” This training must be completed on an annual basis and the completion certificate provided to the COR on an annual basis.

10. INSURANCE REQUIREMENTS: Contractor shall maintain the minimum state required insurance of properties on board of any one conveyance covered under this contract and shall furnish a certificate thereof to the Contracting Officer. Contractor shall ensure that the contract number is annotated on the insurance forms.

11. INVOICES: Contractor shall submit invoices to the address in Block 18a of the Standard Form (SF) 1449, contract award document. One additional copy of the invoice shall be forwarded to the COR designated upon contract award. (Name and e-mail address will be provided.)

In order to be considered a valid invoice, the following information must be on each invoice:

Name and Address of Company Taxpayer Identification Number Contract Number assigned Purchase Order Number (ie: 528 – CXXXXX – as assigned annually.)

Contract Line Item Number (CLIN) for each VA Medical Center location Invoice number Date Monthly Total Charge

12. MAXIMUM BONDING REQUIREMENTS: Contractor personnel shall be responsible for Government funds up to the maximum amounts listed on the B.2 Price Schedule per run (Maximum Bonding 100,000.00 per run).

B.3 PRICE SCHEDULE

Base Period: 10/1/2020-9/30/2021

3495 Bailey Ave Buffalo NY 14215 Cashier Office Main Bldg. Room 194C 1st floor M-F 8:00am-12:00pm; round trip pick-up and delivery service *4 days a week pick-up deposit *No cash delivery needed M&T University Plaza 3500 Main St.

Amherst NY 14226

3495 Bailey Ave Buffalo NY 14215 Canteen Main Bldg. Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service *5 days per week pick up deposits *1 day per week deliver cash M&T University Plaza

113 Holland Ave Albany NY 12208 Cashier Office Main Bldg. Room 109 1st Floor M-F 8:30am-12:30pm; round trip pick-up and delivery service *1 days per week pick up deposits (currency only) *1 day per week deliver cash Bank of America 69 State Street Albany NY 12201

113 Holland Ave Albany NY 12208 Canteen Main Bldg. Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service *2 days per week pick up deposits (Tuesdays & Fridays) *1 day per week deliver cash (Tuesday) Bank of America Vault Schenectady NY

800 Irving Ave Syracuse NY 13210 Cashier Office Main Bldg. Room 109 1st floor M-F 8:00am-12:00pm; round trip pick-up and delivery service *5 days per week pick up deposits *2 days per week deliver cash JP Morgan Chase 6605 Joy Rd East Syracuse, NY 13057

800 Irving Ave Syracuse NY 13210 Canteen Main Bldg. CG38 Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service *5 days per week pick up deposits *5 days per week deliver cash

400 Fort Hill Ave Canandaigua NY 14424 Cashier Office Bldg. 2 Room 15B Basement M-F 8:00am-12:00pm; round trip pick-up and delivery service *No deposit pick-up *2 days per week deliver cash Canandaigua National Bank 72 S. Main Street Canandaigua NY 14424

400 Fort Hill Ave Canandaigua NY 14424 Canteen Bldg. 4 Basement Room 8 M-F 8:00am-12:00pm,round trip pick-up and delivery service *5 days per week pick up deposits *No cash deliveries Canandaigua National Bank

76 Veterans Avenue Bath NY 14810 Cashier Office Bldg. 76 1st floor Room 161 M-F 8:00am-12:00pm; round trip pick-up and delivery service *No deposit pick-ups needed *1 day per week deliver cash Five Star Bank 323 W. Washington St Bath NY 14810

76 Veterans Avenue Bath NY 14810 Canteen Bldg. 35 1st Floor M-F 8:00am-12:00pm,round trip pick-up and delivery service *2 days per week pick up deposits *1 day per week deliver cash Five Star Bank

Option Period 1: 10/1/2021-9/30/2022

3495 Bailey Ave Buffalo NY 14215 Cashier Office Main Bldg. Room 194C 1st floor M-F 8:00am-12:00pm; round trip pick-up and delivery service *4 days a week pick-up deposit *No cash delivery needed M&T University Plaza

3495 Bailey Ave Buffalo NY 14215 Canteen Main Bldg. Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service *5 days per week pick up deposits *1 day per week deliver cash M&T University Plaza

113 Holland Ave Albany NY 12208 Cashier Office Main Bldg. Room 109 1st Floor M-F 8:30am-12:30pm; round trip pick-up and delivery service *1 days per week pick up deposits (currency only) *1 day per week deliver cash Bank of America

113 Holland Ave Albany NY 12208 Canteen Main Bldg. Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service *2 days per week pick up deposits (Tuesdays & Fridays) *1 day per week deliver cash (Tuesday) Bank of America Vault

800 Irving Ave Syracuse NY 13210 Cashier Office Main Bldg. Room 109 1st floor M-F 8:00am-12:00pm; round trip pick-up and delivery service *5 days per week pick up deposits *2 days per week deliver cash JP Morgan Chase

800 Irving Ave Syracuse NY 13210 Canteen Main Bldg. CG38 Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service

400 Fort Hill Ave Canandaigua NY 14424 Cashier Office Bldg. 2 Room 15B Basement M-F 8:00am-12:00pm; round trip pick-up and delivery service *No deposit pick-up *2 days per week deliver cash Canandaigua National Bank

400 Fort Hill Ave Canandaigua NY 14424 Canteen Bldg. 4 Basement Room 8 M-F 8:00am-12:00pm,round trip pick-up and delivery service *5 days per week pick up deposits *No cash deliveries Canandaigua National Bank

76 Veterans Avenue Bath NY 14810 Cashier Office Bldg. 76 1st floor Room 161 M-F 8:00am-12:00pm; round trip pick-up and delivery service *No deposit pick-ups needed *1 day per week deliver cash Five Star Bank

76 Veterans Avenue Bath NY 14810 Canteen Bldg. 35 1st Floor M-F 8:00am-12:00pm,round trip pick-up and delivery service *2 days per week pick up deposits *1 day per week deliver cash Five Star Bank

Option Period 2: 10/1/2022-9/30/2023

3495 Bailey Ave Buffalo NY 14215 Cashier Office Main Bldg. Room 194C 1st floor M-F 8:00am-12:00pm; round trip pick-up and delivery service *4 days a week pick-up deposit *No cash delivery needed M&T University Plaza

3495 Bailey Ave Buffalo NY 14215 Canteen Main Bldg. Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service *5 days per week pick up deposits *1 day per week deliver cash M&T University Plaza

113 Holland Ave Albany NY 12208 Cashier Office Main Bldg. Room 109 1st Floor M-F 8:30am-12:30pm; round trip pick-up and delivery service *1 days per week pick up deposits (currency only) *1 day per week deliver cash Bank of America

113 Holland Ave Albany NY 12208 Canteen Main Bldg. Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service *2 days per week pick up deposits (Tuesdays & Fridays) *1 day per week deliver cash (Tuesday) Bank of America Vault

800 Irving Ave Syracuse NY 13210 Cashier Office Main Bldg. Room 109 1st floor M-F 8:00am-12:00pm; round trip pick-up and delivery service *5 days per week pick up deposits *2 days per week deliver cash JP Morgan Chase

800 Irving Ave Syracuse NY 13210 Canteen Main Bldg. CG38 Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service

400 Fort Hill Ave Canandaigua NY 14424 Cashier Office Bldg. 2 Room 15B Basement M-F 8:00am-12:00pm; round trip pick-up and delivery service *No deposit pick-up *2 days per week deliver cash Canandaigua National Bank

400 Fort Hill Ave Canandaigua NY 14424 Canteen Bldg. 4 Basement Room 8 M-F 8:00am-12:00pm,round trip pick-up and delivery service *5 days per week pick up deposits *No cash deliveries Canandaigua National Bank

76 Veterans Avenue Bath NY 14810 Cashier Office Bldg. 76 1st floor Room 161 M-F 8:00am-12:00pm; round trip pick-up and delivery service *No deposit pick-ups needed *1 day per week deliver cash Five Star Bank

76 Veterans Avenue Bath NY 14810 Canteen Bldg. 35 1st Floor M-F 8:00am-12:00pm,round trip pick-up and delivery service *2 days per week pick up deposits *1 day per week deliver cash Five Star Bank

Option Period 3: 10/1/2023-9/30/2024

3495 Bailey Ave Buffalo NY 14215 Cashier Office Main Bldg. Room 194C 1st floor M-F 8:00am-12:00pm; round trip pick-up and delivery service *4 days a week pick-up deposit *No cash delivery needed M&T University Plaza

3495 Bailey Ave Buffalo NY 14215 Canteen Main Bldg. Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service *5 days per week pick up deposits *1 day per week deliver cash M&T University Plaza

113 Holland Ave Albany NY 12208 Cashier Office Main Bldg. Room 109 1st Floor M-F 8:30am-12:30pm; round trip pick-up and delivery service *1 days per week pick up deposits (currency only) *1 day per week deliver cash Bank of America

113 Holland Ave Albany NY 12208 Canteen Main Bldg. Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service *2 days per week pick up deposits (Tuesdays & Fridays) *1 day per week deliver cash (Tuesday) Bank of America Vault

800 Irving Ave Syracuse NY 13210 Cashier Office Main Bldg. Room 109 1st floor M-F 8:00am-12:00pm; round trip pick-up and delivery service *5 days per week pick up deposits *2 days per week deliver cash JP Morgan Chase

800 Irving Ave Syracuse NY 13210 Canteen Main Bldg. CG38 Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service

400 Fort Hill Ave Canandaigua NY 14424 Cashier Office Bldg. 2 Room 15B Basement M-F 8:00am-12:00pm; round trip pick-up and delivery service *No deposit pick-up *2 days per week deliver cash Canandaigua National Bank

400 Fort Hill Ave Canandaigua NY 14424 Canteen Bldg. 4 Basement Room 8 M-F 8:00am-12:00pm,round trip pick-up and delivery service *5 days per week pick up deposits *No cash deliveries Canandaigua National Bank

76 Veterans Avenue Bath NY 14810 Cashier Office Bldg. 76 1st floor Room 161 M-F 8:00am-12:00pm; round trip pick-up and delivery service *No deposit pick-ups needed *1 day per week deliver cash Five Star Bank

76 Veterans Avenue Bath NY 14810 Canteen Bldg. 35 1st Floor M-F 8:00am-12:00pm,round trip pick-up and delivery service *2 days per week pick up deposits *1 day per week deliver cash Five Star Bank

Option Period 4: 10/1/2024-9/30/2025

3495 Bailey Ave Buffalo NY 14215 Cashier Office Main Bldg. Room 194C 1st floor M-F 8:00am-12:00pm; round trip pick-up and delivery service *4 days a week pick-up deposit *No cash delivery needed M&T University Plaza

3495 Bailey Ave Buffalo NY 14215 Canteen Main Bldg. Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service *5 days per week pick up deposits *1 day per week deliver cash M&T University Plaza

113 Holland Ave Albany NY 12208 Cashier Office Main Bldg. Room 109 1st Floor M-F 8:30am-12:30pm; round trip pick-up and delivery service *1 days per week pick up deposits (currency only) *1 day per week deliver cash Bank of America

113 Holland Ave Albany NY 12208 Canteen Main Bldg. Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service *2 days per week pick up deposits (Tuesdays & Fridays) *1 day per week deliver cash (Tuesday) Bank of America Vault

800 Irving Ave Syracuse NY 13210 Cashier Office Main Bldg. Room 109 1st floor M-F 8:00am-12:00pm; round trip pick-up and delivery service *5 days per week pick up deposits *2 days per week deliver cash JP Morgan Chase

800 Irving Ave Syracuse NY 13210 Canteen Main Bldg. CG38 Basement M-F 8:00am-12:00pm,round trip pick-up and delivery service

400 Fort Hill Ave Canandaigua NY 14424 Cashier Office Bldg. 2 Room 15B Basement M-F 8:00am-12:00pm; round trip pick-up and delivery service *No deposit pick-up *2 days per week deliver cash Canandaigua National Bank

400 Fort Hill Ave Canandaigua NY 14424 Canteen Bldg. 4 Basement Room 8 M-F 8:00am-12:00pm,round trip pick-up and delivery service *5 days per week pick up deposits *No cash deliveries Canandaigua National Bank

76 Veterans Avenue Bath NY 14810 Cashier Office Bldg. 76 1st floor Room 161 M-F 8:00am-12:00pm; round trip pick-up and delivery service *No deposit pick-ups needed *1 day per week deliver cash Five Star Bank

76 Veterans Avenue Bath NY 14810 Canteen Bldg. 35 1st Floor M-F 8:00am-12:00pm,round trip pick-up and delivery service *2 days per week pick up deposits *1 day per week deliver cash Five Star Bank

TOTAL ANNUAL:

Base $ Option 1 $ Option 2 $ Option 3 $ Option 4 $

Total Base Period plus Four (4) Option Periods $____________________________

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 52.216-18 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 October 1, 2020 through September 30. 2021.

(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.3 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 $50.00, 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 $500.00 per week;

(2) Any order for a combination of items in excess of $1,000.00 per week; or

(3) A series of orders from the same ordering office within 3 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 5 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.4 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 September 30, 2021.

(End of Clause)

C.5 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; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

(End of Clause)

C.6 52.219-13 NOTICE OF SET-ASIDE OF ORDERS (MAR 2020) ALTERNATE I (MAR 2020)

(a) The Contracting Officer will set aside orders for the small business concerns identified in 19.000(a)(3) when the conditions of FAR 19.502-2 and the specific program eligibility requirements are met, as applicable.

(b) The Contracting Officer will give notice of the order or orders, if any, to be set aside for small business concerns identified in 19.000(a)(3) and the applicable small business program. This notice, and its restrictions, will apply only to the specific orders that have been set aside for any of the small business concerns identified in 19.000(a)(3).

(End of Clause) C.7 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[X] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[] 852.233–71, Alternate Protest Procedure.

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

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

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

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

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

[] 852.273–74, Award without Exchanges.

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

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.8 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer 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.

(c) 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 Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not…