36C24225Q1036_1.docx

36C24225Q1036

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.

UEI:

EFT:

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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C24225Q1036 09-03-2025 Sachuk-Thompson, Dolores 716-862-7461 x22383 09-17-2025

10:00AM

EDT

Department of Veterans Affairs Network Contracting Office (NCO) 2 3495 Bailey Ave Building 3, Second Floor Buffalo NY 14215 X X 812930 $47 Million N/A X Department of Veterans Affairs Northport VA Medical Center 79 Middleville Road Northport NY 11768 Department of Veterans Affairs Network Contracting Office (NCO) 2 3495 Bailey Ave.

Building 3, Second Floor Buffalo NY 14215

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

See CONTINUATION Page This is a firm-fixed priced requirement to provide Parking Services; Valet and Attendant at the Northport VA` Medical Center, 79 Middleville Road, Northport, NY 11768.

Please refer to the complete Statement of Work (SOW) for all requirements.

This solicitation is 100% set-aside for SDVOSB. Limitations on Subcontracting shall be enforced. All information requested shall be provided or offeror shall be determined to be non-responsive and removed from competition. Requests for information (RFI) shall be submitted in writing by September 8, 2025 @ 10:00am ET. Quotes are due by the time in box 8 via email: Dolores.Sachuk-Thompson@va.gov.

Please follow ALL instructions in Section 52.212-1 Instructions to Offerors and provide ALL requirements by the close to be considered.

A site visit will not be conducted.

See CONTINUATION Page X X X

ONE

Dolores Sachuk-Thompson Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C242 Department of Veterans Affairs Network Contracting Office (NCO) 2 3495 Bailey Ave Building 3, Second Floor Buffalo NY 14215

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.

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

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

Page 1 of Page 1 of

B.2 STATEMENT OF WORK

NORTHPORT PARKING LOT SERVICES

VALETS AND ATTENDANTS

1. INTRODUCTION:

The Department of Veterans Affairs Medical Center in Northport, NY (Northport VAMC) at 79 Middleville Road, Northport, NY, 11768 has a firm-fixed priced requirement for Parking Lot Attendant Services for three (3) separate parking lots located at the facility; Parking Lots “L”, “B” and “Unnamed” shall have continuous coverage during the hours of operation; noted in Section 3A (a-b), while maintaining the turnaround times (TAT) in Section 5A. This requirement involves direct Veteran interaction with Veterans of all abilities and their providers. Contract Employees shall be able to provide meaningful and respectful interactions with the Veterans and their Caregivers.

It is anticipated that some of the Attendants shall serve multiple roles during the day; Supervision, Valet and Attendant to provide continuous coverage for all lots; during mandatory employee break periods, without leaving any lot unattended during the hours of service for the lot and no one person shall cover more than one (1) lot at a time.

The Valet Lot: Parking Lot “L” shall be adequately staffed with Attendants to cover all hours of operation, breaks and lunch for the attendant lots. Past performance has indicated that a minimum of five (5) Valet Service with staggered start times are able to service this lot and provide continuous coverage for the other lots while maintaining the TAT times in Section 5A.

Attendant Lot: Parking Lot “B” and Parking Lot “Unnamed” shall each require one (1) Attendant to provide continuous coverage during the hours of operation with relief by the Valet Service Attendants for mandatory breaks.

The Contractor shall furnish all necessary and appropriate labor, supervision, materials, equipment and supplies to provide the parking lot services in accordance with the terms and conditions of the resulting contract and the specifications and requirements herein.

The period of performance is October 1, 2025 - September 30, 2026, with the provision of four (4) option years.

2. CONTRACTOR QUALIFICATIONS:

The Contractor shall possess all licenses and permits as required by Local, State and Federal law. All Contractor Employees shall also have a valid U.S. driver's license; with at minimum two years of driving experience, be a U.S. Citizen, fluent in the English language and have at least 6-months of valet parking experience, in a healthcare setting; dealing with patients of all abilities.

The Contractor shall have at least five (5) years of experience in successfully providing parking valet services. The Contractor shall coordinate, supervise, and evaluate the services provided to comply with the Limitations on Subcontracting at VAAR 852.219-75.

All employees shall perform assigned duty in a professional and courteous manner.

3. CONTRACTOR PROVIDED ITEMS:

A. STAFFING:

The Contractor shall provide adequate valet staffing; with a minimum of five (5) Valet Service Attendants in Parking Lot “L” to cover the hours of 7:00 am - 5:00 pm, with the heaviest vehicle traffic between 8:00 am - 4:00 pm. TAT times during all hours shall be less than 10 minutes for each vehicle at drop off or pick up. The Contractor shall provide one (1) Parking Lot Attendant in Parking Lot “B” and one (1) Parking Lot Attendant in Parking Lot “Unnamed” to monitor authorized parking in Parking Lot “B” and Parking Lot “Unnamed” during the hours of 6:00 am – 2:00 pm. Contractor may assign Attendants to serve multiple rolls; Supervisor, Valet Service Attendant or Parking Lot Attendant, but no lot should ever be unattended and no one person shall cover more than one (1) lot at a time.

a) HOURS OF OPERATIONS: (Valet Parking Attendants Coverage):

Monday thru Friday (5) five days a week, no Federal Holiday, or weekends. The hours for valet service; 7:00 am – 5:00 pm, with the heaviest Veteran visits 8:00 am – 4:00 pm.

b) HOURS OF OPERATIONS: (Parking Lot Attendants Coverage):

Monday thru Friday (5) five days a week, no Federal Holiday, or weekends hours of operations. One (1) attendant – for each lot during the hours of 6:00 am – 2:00 pm.

B. SUPPLIES/EQUIPMENT:

The Contractor shall furnish a podium, lock boxes, automated claim checks, cones, and walkie-talkies or cell phones to facilitate the daily parking valet operations. The VA shall provide secure storage space onsite where supplies can be stored.

The VA Police shall provide the Lot “B” and/or Lot “Unnamed” Parking Lot Attendant with a radio to contact the police in case of an emergency. At no time shall the police radio be left unattended. Attendant is expected to remain in the parking lot area and have coverage when leaving either parking lot.

Contractor employees must sign in and sign out when arriving and departing the facility; utilizing any means The Contractor determines to allow for completion of the required daily report in Section 8.

The Government requires that The Contractor utilize technology (software and/or app) with the capability that enables both the individual utilizing the service to call for their car in advance, as well as allow the Government to monitor quantity and time of the valet services for quality control and performance purposes.

In addition, due to the inclement weather in our region, the Government requires that The Contractor provide a golf cart- type vehicle; for daily use, for their employees to travel between lots to minimize Veteran TAT times and maximize Veterans utilizing the service. The Government shall provide secure storage to The Contractor for their equipment.

C. UNIFORMS:

The Contractor shall furnish all uniforms, name badges, seasonal outerwear, and reflective outerwear to all contractor valet parking staff. All uniforms and outerwear shall possess The Contractor's logo and company name. All uniforms and outerwear shall be consistent in style and always worn while contractor valet parking staff are working. Shorts are not permitted.

D. SIGNAGE:

The Contractor shall furnish and install all required signage to include a sign that indicates tipping is prohibited. All signs must be approved by the Contracting Officer Representative (COR) prior to installation. The COR will approve and designate signage placement.

4. VALET PARKING LOT:

The designated valet parking lot area at the Northport VAMC is PARKING LOT “L”. The parking lot has approximately 75 parking spaces. The Contractor shall not alter the parking lot stripping but may use the available space to maximize the number of vehicles parked. The Northport VAMC will provide parking lot maintenance, cleaning, repair, and snow removal services. This should also include the main entrance curbside area, walkways, and driveways on the Northport VAMC campus. The parking valet staff shall notify the COR of any areas that may be a safety hazard to patients, employees, and visitors.

Estimated daily (valet) cars parked: Approximately 85 daily, upward to 150 on the busiest day.

5. PARKING VALET PROCEDURES:

Parking valet services for vehicle drop-off and vehicle pick-up shall be located at the Northport VAMC, Main Building (200), main entrance and curbside area. Area is subject to change as construction at the facility is ongoing.

A. VEHICLE TAT PERIOD:

The parking valet staff should ensure that vehicles have TAT times of less than 10 minutes, when dropping off or picking up their vehicles. The CO and/or COR will make periodic unannounced inspections to ensure that The Contractor is compliant within the maximum vehicle TAT period. The Contractor shall provide additional parking valet staff to ensure that no vehicles exceed the maximum TAT period. No additional costs/fees for additional contractor employees shall be made to Northport VAMC by The Contractor to meet this requirement. The Northport VAMC will provide advance notification to The Contractor of any special events which may cause an increase to the number of Northport VAMC visitors and/or cause parking problems.

B. VEHICLE DROP-OFF:

Upon vehicle drop-off, a parking valet staff shall courteously ask the driver requesting parking valet service their length of stay at the Northport VAMC. The valet parking valet staff should provide the driver with a claim check/receipt and park the car in the designated Northport VAMC parking lot based on the length of stay. The valet staff shall be in control of all valet-parked vehicles to maximize the space available and facilitate smooth operations. All valet-parked vehicles shall be locked, and the keys shall be appropriately secured in a lock box. Vehicle keys will not be left in the ignition of unattended vehicles. Unattended vehicles will not be left with the engine running.

C. VEHICLE PICK-UP:

Upon vehicle pick-up, the driver will return the claim check to a parking valet staff for vehicle retrieval. The vehicle shall then be delivered to the driver for ease of exiting the curbside area.

D. CUSTOMER SERVICE:

All patients and patient visitors shall be treated courteously and respectfully by all parking valet and parking attendant staff. The parking valet and parking attendant staff shall obey all local and Northport VAMC campus driving laws, to include pedestrian traffic. The parking valet staff should not assist drivers or passengers in and out of the vehicles. If assistance is required, the parking valet staff shall contact the Northport VAMC Escort Service. No Escort Service employee shall assist any parking valet staff in the removal or retrieval of any vehicle for valet parking. No patient or patient visitor vehicles shall be driven, removed, nor parked off the Northport VAMC campus at any time.

E. CLOSE OF BUSINESS:

At the close of each business day, the parking valet staff shall arrange the remaining vehicles in the Parking Lot “B” for easy access by the patient and patient visitor of those vehicles. All remaining keys shall be provided to the Northport VAMC Police. The patient and patient visitor of those vehicles remaining may pick up their keys at the Northport VAMC Police office.

6. VEHICLE DAMAGE & NEGLIGIENCE CLAIMS & ACCIDENTS:

All vehicle damages and negligence claims acquired during parking valet service shall be addressed and remedied by The Contractor. All accidents should be reported to the Northport VAMC Police.

7. VEHICLE THEFT:

To eliminate vehicle theft, the parking valet staff shall ensure that they are provided with the vehicle key from the vehicle owner in return for a claim check. The vehicle should not be running, and the keys should not be left in the ignition prior to parking. The keys shall be provided to the parking valet staff by the vehicle owner, and the parking valet staff shall then park the vehicle.

8. VEHICLE COUNT REPORT AND STAFF COUNT:

The Contractor shall provide a daily count of valet parked vehicles. This daily report shall be provided to the COR at the close of valet parking every day. To account for all Contractors working in the Northport facility; in lieu of the standard practice of signing in and out with the VA Police, these Contractor Employees shall provide in their report: the employees’ name, hours worked, and cars parked (if applicable).

A sample report is below:

9. TIPPING:

Tipping is strictly prohibited. The parking valet staff shall NOT accept any monetary tips from any vehicle owner or its passengers.

10. PERSONNEL PERFORMANCE:

All work shall be performed by The Contractor's employees who are trained and authorized to work as parking valet staff members at Northport VAMC. Contractor employees shall follow all rules, regulations, and directives in force at the facility.

A. CONTRACTOR BADGES:

The Contractor's employees shall be required to obtain Northport VAMC contractor identification (ID) badges for each employee working at the facility. The Contractor's employees shall be fingerprinted. The Contractor shall be required to complete security paperwork on each of their employee. The ID badge shall always be displayed while on Northport VAMC property and surrendered upon completion of the contract or termination of employment. The badge shall be worn attached to the outermost clothing, above the waistline.

B. DAILY TIMESHEETS:

To ensure the safety of the facility, the Contractor's employees shall sign a timesheet daily to confirm the name of workers on duty and to verify arrival time for duty. The on-site supervisor shall provide the sheets daily to the COR.

C. CONTRACTOR SITE VISITS:

Contractor Management shall continuously monitor TAT times, make any necessary visits to the facility and be available to meet with the COR, to ensure parking attendants are continuously providing optimal service to the visitors at the Northport VA Medical Center.

D. VA REGULATIONS / PARKING / SMOKING / CELL PHONES:

The Contractor shall abide by all Northport VAMC station policies and regulations. The Contractor's employees should always wear visible identification while on the premises of the Northport VAMC. It is the responsibility of The Contractor to park in the appropriate designated parking areas. Information on parking is available from the Northport VAMC Police. The Northport VAMC will not invalidate or make reimbursement for parking violations of The Contractor under any conditions. Smoking/Vaping is prohibited on the grounds of the Northport VAMC. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court. Cell phones and Bluetooth electronics for personal use are prohibited during duty hours. The Contractor's may not "lounge" in the Veterans waiting area or lobby. A designated area shall be provided by the COR.

E. TRAINING / ORIENTATION:

The Contractor shall ensure training completion and orientation of their employees. Documentations shall be provided to the COR and shall be kept on file with the COR. The Contractor shall ensure that all their employees that are performing under this contract shall comply of all requirements. The Contractor shall be responsible to ensure that its employees providing work on this contract are fully trained and completely competent to perform the required work. The Contractor and its employees shall attend a pre-performance orientation meeting prior to the commencement of work on site. The Northport VAMC will schedule this meeting and will include discussion of the following topics:

a) Employee Competencies (i.e., Fire and Safety, Disaster Procedures)

b) Medical Emergencies Protocol

c) Handling of lost claim checks, accidents, thefts, and other parking related incidents

d) Uniform (NO shorts) and Badges

e) Labor Standards Provisions

f) Submittals (i.e., Insurance Certification, Licenses)

g) VA 20939 – Basic Privacy Training for Contractors on-site with NO computer access.

11. HOURS OF COVERAGE:

The Contractor shall perform the required work at Northport VAMC Monday through Friday, excluding Federal Holidays during the hours specified in Section 3.

Federal Holidays observed by the Northport VAMC are:

Independence Day

12. PERSONNEL POLICY:

The Contractor shall assume full responsibility for the protection of its personnel furnishing services under this contract, in accordance with the personnel policy of The Contractor, such as providing worker's compensation, professional liability insurance, health examinations, income tax withholding, and social security payments. The parties agree that The Contractor, its employees, agents, and subcontractors shall not be considered VA employees for any purpose.

B.3 PRICE/COST SCHEDULE

CLIN xx01 should be total of xx01AA-AC

ITEM INFORMATION

Parking Attendants to Valet Park Veterans and Visitors vehicles in Lot L and Attendants to monitor and report issues to VA Police for Lot B and Lot Unnamed, with sufficient staffing to cover breaks and lunch. This is the total for CLINS AA-AC Contract Period: Base POP Begin: 10-01-2025 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 812930 - Parking Lots and Garages PRODUCT/SERVICE CODE: M1LZ - Operation of Parking Facilities

0001AA

Sufficient Valet Attendants to park Veterans and Visitors vehicles in Lot L with a TAT of 10 minutes or less.

POP Begin: 10-01-2025 POP End: 09-30-2026

0001AB

One (1) Attendant to monitor and report to Police and issues in Lot B.

POP Begin: 10-01-2025 POP End: 09-30-2026

0001AC

One (1) Attendant to monitor and report to Police and issues in Lot "Unnamed".

POP Begin: 10-01-2025 POP End: 09-30-2026

Parking Attendants to Valet Park Veterans and Visitors vehicles in Lot L and Attendants to monitor and report issues to VA Police for Lot B and Lot Unnamed, with sufficient staffing to cover breaks and lunch. This is the total for CLINS AA-AC Contract Period: Option 1 POP Begin: 10-01-2026 POP End: 09-30-2027

1001AA

Sufficient Valet Attendants to park Veterans and Visitors vehicles in Lot L with a TAT of 10 minutes or less.

POP Begin: 10-01-2026 POP End: 09-30-2027

1001AB

One (1) Attendant to monitor and report to Police and issues in Lot B.

POP Begin: 10-01-2026 POP End: 09-30-2027

1001AC

One (1) Attendant to monitor and report to Police and issues in Lot "Unnamed"

POP Begin: 10-01-2026 POP End: 09-30-2027

Parking Attendants to Valet Park Veterans and Visitors vehicles in Lot L and Attendants to monitor and report issues to VA Police for Lot B and Lot Unnamed, with sufficient staffing to cover breaks and lunch. This is the total for CLINS AA-AC Contract Period: Option 2 POP Begin: 10-01-2027 POP End: 09-30-2028

2001AA

Sufficient Valet Attendants to park Veterans and Visitors vehicles in Lot L with a TAT of 10 minutes or less.

POP Begin: 10-01-2027 POP End: 09-30-2028

2001AB

One (1) Attendant to monitor and report to Police and issues in Lot B.

POP Begin: 10-01-2027 POP End: 09-30-2028

2001AC

One (1) Attendant to monitor and report to Police and issues in Lot "Unnamed"

POP Begin: 10-01-2027 POP End: 09-30-2028

Parking Attendants to Valet Park Veterans and Visitors vehicles in Lot L and Attendants to monitor and report issues to VA Police for Lot B and Lot Unnamed, with sufficient staffing to cover breaks and lunch. This is the total for CLINS AA-AC Contract Period: Option 3 POP Begin: 10-01-2028 POP End: 09-30-2029

3001AA

Sufficient Valet Attendants to park Veterans and Visitors vehicles in Lot L with a TAT of 10 minutes or less.

POP Begin: 10-01-2028 POP End: 09-30-2029

3001AB

One (1) Attendant to monitor and report to Police and issues in Lot B.

POP Begin: 10-01-2028 POP End: 09-30-2029

3001AC

One (1) Attendant to monitor and report to Police and issues in Lot "Unnamed"

POP Begin: 10-01-2028 POP End: 09-30-2029

Parking Attendants to Valet Park Veterans and Visitors vehicles in Lot L and Attendants to monitor and report issues to VA Police for Lot B and Lot Unnamed, with sufficient staffing to cover breaks and lunch. This is the total for CLINS AA-AC Contract Period: Option 4 POP Begin: 10-01-2029 POP End: 09-30-2030

4001AA

Sufficient Valet Attendants to park Veterans and Visitors vehicles in Lot L with a TAT of 10 minutes or less.

POP Begin: 10-01-2029 POP End: 09-30-2030

4001AB

One (1) Attendant to monitor and report to Police and issues in Lot B.

POP Begin: 10-01-2029 POP End: 09-30-2030

4001AC

One (1) Attendant to monitor and report to Police and issues in Lot "Unnamed"

POP Begin: 10-01-2029 POP End: 09-30-2030

GRAND TOTAL

Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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; 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 52.217-9 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 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.3 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

(a) Workers' compensation and employers’ liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

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

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

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

(End of Clause)

C.4 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):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

C.5 VAAR 852.219-75 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (JAN 2023) (DEVIATION)

(a) Pursuant to 38 U.S.C. 8127(l)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101 definition), it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract, as follows:

(i) [X] Services. In the case of a contract for services (except construction), the contractor will not pay more than 50% of the amount paid by the government to it to firms that are not certified SDVOSBs listed in the SBA certification database as set forth in 852.219–73 or certified VOSBs listed in the SBA certification database as set forth in 852.219–74. Any work that a similarly situated certified SDVOSB/VOSB subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Other direct costs may be excluded to the extent they are not the principal purpose of the acquisition and small business concerns do not provide the service as set forth in 13 CFR 125.6.

(ii) [] General construction. In the case of a contract for general construction, the contractor will not pay more than 85% of the amount paid by the government to it to firms that are not certified SDVOSBs listed in the SBA certification database as set forth in 852.219–73 or certified VOSBs listed in the SBA certification database as set forth in 852.219–74. Any work that a similarly situated certified SDVOSB/VOSB subcontractor further subcontracts will count towards the 85% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(iii) [] Special trade construction contractors. In the case of a contract for special trade contractors, the contractor will not pay more than 75% of the amount paid by the government to it to firms that are not certified SDVOSBs listed in the SBA certification database as set forth in 852.219–73 or certified VOSBs listed in the SBA certification database as set forth in 852.219–74. Any work that a similarly situated certified SDVOSB/VOSB subcontractor further subcontracts will count towards the 75% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(2) The offeror acknowledges that this certification concerns a matter within the jurisdiction of an Agency of the United States. The offeror further acknowledges that this certification is subject to Title 18, United States Code, Section 1001, and, as such, a false, fictitious, or fraudulent certification may render the offeror subject to criminal, civil, or administrative penalties, including prosecution.

(3) If VA determines that an SDVOSB/ VOSB awarded a contract pursuant to 38 U.S.C. 8127 did not act in good faith, such SDVOSB/VOSB shall be subject to any or all of the following:

(i) Referral to the VA Suspension and Debarment Committee;

(ii) A fine under section 16(g)(1) of the Small Business Act (15 U.S.C. 645(g)(1)); and

(iii) Prosecution for violating 18 U.S.C. 1001.

(b) The offeror represents and understands that by submission of its offer and award of a contract it may be required to provide copies of documents or records to VA that VA may review to determine whether the offeror complied with the limitations on subcontracting requirement specified in the contract. Contracting officers may, at their discretion, require the contractor to demonstrate its compliance with the limitations on subcontracting at any time during performance and upon completion of a contract if the information regarding such compliance is not already available to the contracting officer. Evidence of compliance includes, but is not limited to, invoices, copies of subcontracts, or a list of the value of tasks performed.

(c) The offeror further agrees to cooperate fully and make available any documents or records as may be required to enable VA to determine compliance with the limitations on subcontracting requirement. The offeror understands that failure to provide documents as requested by VA may result in remedial action as the Government deems appropriate.

(d) Offeror completed certification/fill-in required. The formal certification must be completed, signed and returned with the offeror’s bid, quotation, or proposal. The Government will not consider offers for award from offerors that do not provide the certification, and all such responses will be deemed ineligible for evaluation and award.