Solicitation Amendment - 36C24222Q0540 - NEW YORK HARBOR COURIER SERVICES - 3-8-2023.pdf

31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

Janice Brooks Campbell

Contracting Officer

30c. DATE SIGNED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

1. REQUISITION NO. PAGE 1 OF 59

INFORMATION CALL: Brooks Campbell, Janice 908-647-0180 ext 214709 TIME 03-22-2023

10:00AM EDT

9. ISSUED BY CODE 36C242 10. THIS ACQUISITION IS UNRESTRICTED OR X SET ASIDE: 100 % FOR:

Department of Veterans Affairs

Network Contracting Office 2

SMALL BUSINESS WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

James J. Peters VA Medical Center

130 West Kingsbridge Road

HUBZONE SMALL

BUSINESS

SMALL BUSINESS PROGRAM

EDWOSB

NAICS: 492110

Bronx NY 10468-3904 SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS 8(A)

SIZE STANDARD:

1500 Employees

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

N/A

14. METHOD OF SOLICITATION

15. DELIVER TO

CODE

16. ADMINISTERED BY

X RFQ IFB

CODE

RFP

36C242

See Delivery Schedule

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE

Department of Veterans Affairs

James J. Peters VA Medical Center

Network Contracting Office 2

130 West Kingsbridge Road

Bronx NY 10468-3904

18a. PAYMENT WILL BE MADE BY CODE

Tungsten Network https://www.tungsten-network.com/ customer-campaigns/veteransaffairs/

PHONE: FAX:

TELEPHONE NO. DUNS: DUNS+4:

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. See CONTINUATION Page 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES

Provide Path and Lab Courier Services at the New York

Harbor VA Health Care System.

This solicitation is in accordance with Federal Acquisition

Regulation (FAR) Part 13.

Please review Statement of Work on page 4-9 and complete D.2

Price Cost Schedule.

The deadline for the submittal of all questions is

March 15, 2023.

Contractors should pay close attention to Section: 52.212-1, 52.212-2 and Section D.1 - D.3 before submitting a quote.

QUANTITY UNIT UNIT PRICE AMOUNT

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

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

X 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

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

X ARE

ARE

ARE NOT ATTACHED.

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . YOUR OFFER ON SOLICITATION

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

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) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449

(REV. NOV 2021)

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

X

X

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

36C24222Q0540 03-08-2023

7. FOR SOLICITATION a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL http://www.tungsten-network.com/ http://www.tungsten-network.com/

36C24222Q0540

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK

B.3 PRICE/COST SCHEDULE

SECTION C - CONTRACT CLAUSES

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

SERVICES (DEC 2022)

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

C.3 MANDATORY WRITTEN DISCLOSURES

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

C.5 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

C.6 SUPPLEMENTAL INSURANCE REQUIREMENTS

C.7 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL

ITEMS (APR 2020)

C.8 VAAR 852.201-70 CONTRACTING OFFICER’S REPRESENTATIVE (DEC 2022) ………………………

C.9 VAAR 852.219-74 VA NOTICE OF TOTAL SET-ASIDE FOR VERIFIED VETERAN-OWNED SMALL

BUSINESSES (NOV 2022)L

C.10 VAAR 852.219-75 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF

COMPLIANCE FOR SERVICES AND CONSTRUCTION (NOV 2022)

C.11 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (JAN 2022)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 NEW YORK HARBOR WAGE DETERMINATION

D.2 NEW YORK HARBOR COURIER SERVICES PRICE SCHEDULE

D.3 SPECIMEN COLLECTION - TRANSPORTATION TO THE TESTING LABORATORY 53832

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

(NOV 2021)

E.2 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

E.3 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

E.4 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

E.5 52.216-1 TYPE OF CONTRACT (APR 1984)

E.6 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.7 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

COMMERCIAL SERVICES (NOV 2021)

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

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:

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

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly

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

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ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the

Solicitation numbered and dated as follows:

AMENDMENT NO DATE

https://www.tungsten-network.com/customer-campaigns/veteransaffairs/

B.2 STATEMENT OF WORK

COURIER SERVICES

NEW YORK HARBOR VA HEALTHCARE SYSTEM

1. BACKGROUND: Pathology and Laboratory Medicine service (P&LMS) VA New York

Harbor Health Care System requires a courier service contractor to provide 24/7 specimen pickup and delivery. Courier services involve transportation of Laboratory specimens, Pharmacy products and Dental instruments to and from VA New York Harbor Healthcare System facilities and New York University-Langone Hospitals, Tisch Hospital. On occasion, there may be a need for pick up from the James J. Peters VA Medical Center, 130 West Kingsbridge Road, Bronx

NY, 10468-3904 and East Orange VA Medical Center, 385 Tremont Avenue, East Orange, NJ

07023 to be delivered to one of the VA New York Harbor Healthcare System facilities and vice versa.

2. SERVICE LOCATION: VA New York Harbor Healthcare System

3. PERIOD OF PERFORMANCE: The period of performance is expected to be as follows:

Base Year - May 12, 2023 - May 11, 2024 Option Period 1 - May 12, 2024 – May 11, 2025

Option Period 2 - May 12, 2025 – May 11, 2026

Option Period 3 - May 12, 2026 – May 11, 2027

Option Period 4 - May 12, 2027 – May 11, 2028

4. SCOPE OF WORK:

a. Contractor shall provide transport of biological specimens, supplies, equipment, and pharmaceuticals. All transport containers are provided by the P&LMS and will meet all applicable regulations for safe transport. Transport will be routine on day shifts and as needed 24/7 between the New York Harbor Healthcare Systems’ (VA NYHHS) three main facilities (Manhattan Campus, Brooklyn Campus, & St. Alban’s Campus), and its two

CBOCs (Staten Island and Harlem campuses) and the NYU Langone Tisch Hospital. There may be a need for pick up from the James J. Peters VA Medical Center, 130 West

Kingsbridge Road, Bronx NY, 10468-3904 and East Orange VA Medical Center, 385

Tremont Avenue, East Orange, NJ 07023 to be delivered to one of the VA New York

Harbor Healthcare System facilities and vice versa.

b. VA NYHHS reserves the right to change the frequencies of pick-up and deliveries to meet the demand of our patients’ needs. VA New York Harbor Healthcare System requires the courier to be at the VA Medical Center for pick-up within 45 minutes of the time the service call is acknowledged. A minimum of one (1) pick-up/delivery and a maximum of twenty-four (24) can be scheduled per day.

c. Deliveries / Pickups will be made directly in accordance with section 11. ROUTINE TRIP

SCHEDULE TABLE.

d. The contractor is responsible for the safe transportation in accordance with VA Handbook

5383.2 Specimen Collection – Transportation to the Testing Laboratory of all items to their destination. See attachment D.3 on page 28 of this solicitation.

e. The contractor shall ensure that all drivers are trained and have received instruction in the safe transport of infectious/diagnostic specimens as required by federal, state, and local law.

Training must be renewed annually. This shall include instructions on procedures to follow in the event of leaks, spills, or breakage. The contractor must submit evidence for each driver within 10 calendar days of award of the contract. The contractor must submit evidence for each driver within 10 calendar days of notice of award.

f. The contractor shall ensure that all drivers are trained and certified in Health Insurance

Portability and Accountability Act of 1996 (HIPAA) rules and regulations as it relates to the major components with emphasis on, the HIPAA Privacy rule, Security rule, and the breach notification rule. Submit OSHA - Blood Borne Pathogen training certificate in that is compliant with U.S. D.O.T. 49 CFR 173.6 – Materials of Trade Exceptions for all drivers performing on the contract The contractor must submit evidence for each driver within 10 calendar days of notice of award.

g. Vehicles must provide protection for the items being transported to prevent exposure to weather (direct sunlight, heat, cold, rain, snow, water, etc.), and insure items are secured to prevent theft or loss.

h. The contractor shall notify Pathology and Laboratory Medicine Service within an hour of the occurrence of the delaying incident by phone (718-567-4016 / 212-686- 7500 ext. 5460) if conditions exist that may affect their ability to perform contracted requirement at any given time.

i. The P&LMS will require a written report from the contractor when pick up/deliveries are documented by the P&LMS as being untimely. Examples include a single incident with significant impact to patient care, or consistently late pickups or deliveries. This report will be due within 24 hours of request. In addition to P&LMS manifest of specimens, contractor is responsible for maintaining a log of all pick-ups and deliveries. Logs will indicate the time, dates of pick-ups and deliveries, and appropriate signature/s plus comments. Upon request, contractor logs shall be available for review by the P&LMS at any time during the contract.

j. Drivers must meet OSHA standards for cleanliness and attire as addressed in the required training and always display visible identification identifying them as an employee of the courier service.

5. CONTRACTOR RESPONSIBILITIES:

a. The contractor shall bear the expense of obtaining background investigations. If the investigation is conducted by the Office of Personnel Management (OPM), the contractor shall reimburse VA within 30 days.

6. COMPLIANCE WITH REGULATIONS/SECURITY REQUIREMENTS &

CONFIDENTIALITY:

a. Contractor personnel performing work under this contract shall satisfy all requirements for appropriate security eligibility in dealing with access to sensitive information belonging to or being used on behalf of the Department of Veterans Affairs. All contractor employees who require access to the Department of Veterans Affairs’ computer system, access to sensitive records or access to the facility shall be the subject of a background investigation and must receive a favorable adjudication from the VA Office of Security and Law Enforcement prior to contract performance. This requirement is applicable to all subcontractor personnel requiring the same access. If the investigation is not completed prior to the start of the contract, the contractor will be responsible for the actions of those individuals they provide to perform work for VA.

(1) Position Sensitivity - The position sensitivity has been designated as low risk.

(2) Background Investigation - The level of background investigation commensurate with the NACI level of access is National Agency Check with Written Inquiries.

7. INVOICING:

a. Contractor shall provide documentation of completion of all tasks upon which invoicing is based. Couriers must sign P&LMS logs whenever they pick up or drop off to document trips and track cargo. Payment invoices should be detailed enough to correlate with P&LMS logs as well as the chain of custody form.

b. The Government contemplates award of a Fixed-Price contract. Trips are defined as one complete one-way trip to include the pick-up of cargo and drop off of cargo. A trip is defined as departure from one address and arrival at another address. Routine and as needed trips include in Section (H) below.

c. Callouts are defined as any trip outside of the established schedule. Price in accordance with the pricing schedule based on pick up and drop off location.

d. If a trip is cancelled after a vehicle has reached the designated point for pickup, or if the contractor is unable to perform a scheduled pickup as a result of the government (for example, contractor was given an incorrect address), contractor may charge the cancelled/invalid trip as completed.

8. RESPONSIBILITY OF NEW YORK HARBOR HEALTHCARE SYSTEM:

a. 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.

b. Provide all packing materials including shipping containers and ensure that all packages are correctly addressed. Containers must have a mechanism for locking to ensure compliance with

VA privacy standards.

c. 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.

d. Ensure enough 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

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

f. Coordinate access to VA New York Healthcare Medical Facilities according to current Security

Forces rules, regulations, and requirements.

9. QUALITY CONTROL:

a. Contractor shall provide a written Quality Control Plan (QCP) which includes procedures for mitigating deficiencies in service and a proposed mechanism for correcting issues that may arise.

Private Patient Information:

b. All contractor couriers shall agree to “VA Privacy Training for Personnel without Access to VA

Computer Systems or Direct Access to or the Use of VA Sensitive Information”.

10. CUSTOMER ORDERING OFFICER AUTHORITY LIMITATION:

The CO will furnish the contractor with the names of individuals delegated Ordering Officer (OO) authority by separate letter upon award of the contract. When COs appoint OOs after award, the

CO will furnish the contractor with an updated list of individual OOs authorized to place orders against the contract. OOs may not negotiate contract terms and conditions, determine price reasonableness, or determine best value. OOs are responsible for issuing and administering orders placed under the contract. OOs do not have authority to modify any of the terms and conditions in the contract. The CO must approve any changes in or deviations from the terms and conditions of the contract in writing prior to placing orders invoking those terms and conditions. The contractor shall accept orders against the contract only from the CO or authorized OOs.

Orders will be placed via Electronic Data Interchange (EDI) if possible. If the vendor cannot set up

EDI, specific ordering procedures will be modified into the contract after award.

11. ROUTINE TRIP SCHEDULE TABLE:

ROUTINE TRIP SCHEDULE TABLE

WEEKDAYS

ORIGIN DESTINATION

PICK UP

TIME

ESTIMATED DROP

OFF TIME

INTERNAL LOCATIONS

TO PICK UP FROM

INTERNAL LOCATIONS

TO DROP OFF TO

MANHATTAN BROOKLYN 9:00 AM 10:00 AM CORE, HISTO CORE, HISTO, CYTO

MANHATTAN BROOKLYN 11:00 AM 12:15 PM CORE, HISTO CORE, HISTO, CYTO

MANHATTAN BROOKLYN 1:00 PM 2:15 PM CORE, HISTO CORE, HISTO, CYTO

MANHATTAN BROOKLYN 3:00 PM 4:15 PM CORE, HISTO CORE, HISTO, CYTO

BROOKLYN MANHATTAN 9:00 AM 10:30 AM CORE, HISTO, CYTO CORE, HISTO, MICRO

BROOKLYN MANHATTAN 11:00 AM 12:15 PM CORE, HISTO, CYTO CORE, HISTO, MICRO

BROOKLYN MANHATTAN 1:00 PM 2:15 PM CORE, HISTO, CYTO CORE, HISTO, MICRO

BROOKLYN MANHATTAN 3:00 PM 4:15 PM CORE, HISTO, CYTO CORE, HISTO, MICRO

BROOKLYN MANHATTAN 5:00 PM 6:15 PM CORE CORE

ST ALBANS MANHATTAN 11:00 AM 12:30 PM LAB CORE, MICRO

ST ALBANS MANHATTAN 3:00 PM 4:30 PM LAB CORE, MICRO

STATEN ISLAND MANHATTAN 12:00 PM 1:30 PM LAB CORE, MICRO

STATEN ISLAND MANHATTAN 2:00 PM 3:30 PM LAB CORE, MICRO

HARLEM MANHATTAN 11:00 AM 12:00 PM LAB CORE, MICRO

NYU TISCH MANHATTAN AS NEEDED ONLY NYU HISTO

MANHATTAN NYU TISCH AS NEEDED ONLY HISTO NYU

WEEKENDS AND FEDERAL HOLIDAYS

BROOKLYN MANHATTAN 10:00 AM 11:15 AM CORE, MICRO CORE

BROOKLYN MANHATTAN 2:00 PM 3:15 PM CORE, MICRO CORE

MANHATTAN BROOKLYN AS NEEDED ONLY CORE CORE

ST ALBANS MANHATTAN AS NEEDED ONLY LAB CORE

NYU TISCH MANHATTAN AS NEEDED ONLY NYU HISTO

MANHATTAN NYU TISCH AS NEEDED ONLY HISTO NYU

DENTAL MONDAY – FRIDAY, NO HOLIDAYS

BROOKLYN ST ALBANS 11:00 AM 12:30 PM BASEMENT SPS, G/R 2ND FL. DENTAL RM A

BROOKLYN ST ALBANS 3:00 PM 4:30 PM BASEMENT SPS, G/R 275(R)/A-245(G)

ST ALBANS BROOKLYN 1:00 PM 2:30 PM 2ND FL. DENTAL RM A BASEMENT SPS, G/R

ST ALBANS BROOKLYN 4:30 PM 6:00 PM 275(R)/A-245(G) BASEMENT SPS, G/R

B.3 PRICE/COST SCHEDULE

See attached document: D.2 NEW YORK HARBOR COURIER SERVICES PRICE/COST SCHEDULE

SECTION C - CONTRACT CLAUSES

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

PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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 Federal Acquisition

Regulation (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 FAR

32.608-2 in effect on the date of this contract.

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work.

Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the

Government upon acceptance, regardless of when or where the Government takes physical possession.

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31

U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18

U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards;

41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49

U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to

Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

U.S.C. 1341), the following shall govern:

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

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

Government or any Government authorized end user to such clause.

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

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

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

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

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

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

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

FAR

Number

Title Date

52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST JUN 2020

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS

AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS

JUN 2020

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON

POSTCONSUMER FIBER CONTENT PAPER

MAY 2011

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL

JAN 2011

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

52.228-5 INSURANCE—WORK ON A GOVERNMENT

INSTALLATION

JAN 1997

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

NOV 2021

852.242-71 ADMINISTRATIVE CONTRACTING OFFICER OCT 2020

C.3 MANDATORY WRITTEN DISCLOSURES

Mandatory written disclosures required by FAR clause 52.203-13 to the Department of Veterans Affairs, Office of Inspector General (OIG) must be made electronically through the VA OIG Hotline at http://www.va.gov/oig/contacts/hotline.asp and clicking on "FAR clause 52.203-13 Reporting." If you experience difficulty accessing the website, call the Hotline at 1-800-488-8244 for further instructions.

C.4 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 five (5) years.

C.5 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to (1) furnish phase-in training and (2) exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The

Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

http://www.va.gov/oig/contacts/hotline.asp

(d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

C.6 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

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

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

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.

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

[] 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.

[X] 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.

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

[X] 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.

[] 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.

C.8 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

C.9 VAAR 852.219-74 VA NOTICE OF TOTAL SET-ASIDE FOR VERIFIED VETERAN-

OWNED SMALL BUSINESSES (NOV 2022)

(a) Definition. For the Department of Veterans Affairs, ‘‘Veteran-owned small business or VOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more 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 Veteran(s);

(ii) The management and daily business operations of which are controlled by one or more Veteran(s);

(iii) The business meets Federal small business size standards for the applicable North American Industry

Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and control pursuant to 38 CFR part 74 and is listed in

VA’s Vendor Information Pages (VIP) database at: https:// www.vetbiz.va.gov/vip/; and

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR parts 121 and

125, provided that any requirement therein that applies to a service-disabled veteranowned small business concern or SDVO SBC, is to be construed to also apply to a VA verified and VIP-listed VOSB, unless otherwise stated in this clause.

(vi) The term VOSB includes VIP-listed service-disabled veteran-owned small businesses (SDVOSB).

(2) ‘‘Veteran’’ is defined in 38 U.S.C. 101(2).

(3) The term ‘‘small business concern’’ has the meaning given that term under section 3 of the Small

Business Act (15 U.S.C. 632).

(4) The term ‘‘small business concern owned and controlled by Veterans’’ has the meaning given that term under section 3(q)(3) of the Small Business Act (15 U.S.C. 632(q)(3)), except that for a VA contract the firm must be listed in the VIP database (see paragraph (a)(1)(iv) of this clause).

(b) General.

(1) Offers are solicited only from VIP-listed VOSBs, including VIP-listed SDVOSBs. Offers received from entities that are not VIP-listed at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made only to a VIP-listed VOSB who is eligible at the time of submission of offer(s) and at time of award.

(3) The requirements in this clause apply to any contract, order or subcontract where the firm receives a benefit or preference from its designation as a VOSB, including setasides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C. 8127(e), only VIP-listed VOSBs are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible VOSB as defined in this clause, 38 CFR part 74, and VAAR subpart 819.70.

(d) Agreement. When awarded a contract action, including orders under multipleaward contracts, a VOSB agrees that in the performance of the contract, the VOSB shall comply with requirements in VAAR subpart

819.70 and SBA regulations on small business size and government contracting programs at 13 CFR parts

121 and 125, including the non-manufacturer rule and limitations on-subcontracting requirements in 13

CFR 121.406(b) and 125.6. Unless otherwise stated in this clause, any requirement in 13 CFR parts 121 and

125 that applies to an SDVO SBC, is to be construed to also apply to a VIP-listed VOSB. For the purpose of the limitations on subcontracting, only VIP-listed VOSB, (including independent contractors) is considered eligible and/or ‘‘similarly situated’’ (i.e., a firm that has the same small business program status as the prime contractor). An otherwise eligible firm further agrees to comply with the required certification requirements in this solicitation (see 852.219–75 and/or 852.219–76 as applicable). These requirements are summarized as follows:

(1) Services. In the case of a contract for services (except construction), the VOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance to firms that are not VIP-listed VOSBs (excluding direct costs to the extent they are not the principal purpose of the acquisition and the SDVOSB/ VOSB does not provide the service, such as airline travel, cloud computing services, or mass media purchases). When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract.

(2) Supplies/products.

(i) In the case of a contract for supplies or products (other than from a non-manufacturer of such supplies), the VOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not VIP-listed VOSBs.

When a contract includes both supply and services, the 50 percent limitation shall apply only to the supply portion of the contract.

(ii) In the case of a contract for supplies from a non-manufacturer, the VOSB prime contractor will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in

13 CFR 121.406(b)(5) has been granted. Refer to 13 CFR 125.6(a)(2)(ii) for guidance pertaining to multiple item procurements.

(3) General construction. In the case of a contract for general construction, the VOSB prime contractor will not pay more than 85% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not VIP-listed VOSBs.

(4) Special trade construction contractors. In the case of a contract for special trade contractors, no more than 75% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, may be paid to firms that are not VIP-listed VOSBs.

(5) Subcontracting. A VOSB must meet the NAICS size standard assigned by the prime contractor and be listed in VIP to count as similarly situated. Any work that a first tier VIP-listed VOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, the cost of materials is excluded and not considered to be subcontracted. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the portion of the contract with the preponderance of the expenditure upon which the assigned NAICS is based. For information and more specific requirements, refer to 13 CFR 125.6.

(e) Required limitations on subcontracting compliance measurement period. A VOSB shall comply with the limitations on subcontracting as follows:

[X] By the end of the base term of the contract or order, and then by the end of each subsequent option period; or

[ ] By the end of the performance period for each order issued under the contract.

(f) Joint ventures. A joint venture may be considered eligible as a VOSB if the joint venture is listed in VIP and complies with the requirements in 13 CFR 125.18(b), provided that any requirement therein that applies to an SDVO SBC is to be construed to also apply to a VIP-listed VOSB.