36C24619Q0825-005.docx

36C24619Q0825

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

558-20-1-6184-0002 36C24619Q0825 07-30-2019 Anthony D. Long 757-315-3956 08-1 -2019

:00 PM EST

Anthony D. Long Department of Veterans Affairs Network Contracting Office 6 100 Emancipation Drive Hampton VA 23667 X X 485410 $15 Million X N/A X Department of Veterans Affairs Durham VA Medical Center 508 Fulton Street Durham NC 27705 Anthony D. Long Department of Veterans Affairs Network Contracting Office 6 100 Emancipation Drive Hampton VA 23667 http://www.fsc.va.gov/einvoice.asp

X See CONTINUATION Page Durham Employee Shuttle Bus Service for the Durham VA Medical Center.

See CONTINUATION Page X X Anthony D. Long

VA-VHA-SAOE-2018-3FF42BFE

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 36C246 Anthony D. Long Department of Veterans Affairs Network Contracting Office 6 100 Emancipation Drive Hampton VA 23667

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

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

http://www.fsc.va.gov/einvoice.asp

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

B.2 SCHEDULE OF SERVICES

The contractor shall provide all labor, materials, drivers, vehicles, insurance, vehicle maintenance, fuel and supervision required to provide transportation services for VA employees as specified herein in strict accordance with these specifications in accordance with the terms and conditions herein. Offers shall propose prices for all the following Contract Line Item Numbers:

Base Period October 1, 2019 – September 30, 2020

Total

Option 1 October 1, 2020 – September 30, 2021

Total

Total Base + Option Year

B.3 PERFORMANCE WORK STATEMENT

Performance Work Statement VAHCS Durham, North Carolina Shuttle Bus Transportation Services for Employees

1. SCOPE: The Contractor shall provide all labor, materials, drivers, vehicles, insurance, vehicle maintenance, fuel and supervision required to provide transportation services for VA employees as specified herein in strict accordance with these specifications, subject to the terms and provisions of this contract. Services are normally required during normal working days only (Monday – Friday, excluding holidays). The Contractor shall not provide additional weekends or holiday services until proper contract modification has been issued. Contractor shall maintain, without interruption, the services defined in this statement of work. In the event the Contractor employee(s) strike, the Contractor shall obtain (at the Contractor’s expense) qualified outside employees to continue the services described herein.

1.1 Shuttle Bus Services: VAHCS Durham

1.1.1 Shuttle Services from/to offsite leased office space (NC Mutual Insurance Company/ Legacy Tower Building): The Contractor shall provide scheduled shuttle bus services between NC Mutual Insurance Company/ Legacy Tower Building: 411 W Chapel Hill St. Durham, N.C., and VAHCS Durham on the half-hour from 7:30 am until 5:00 pm. Vendor shall provide one (1), fourteen (14) passenger minimum bus and one (1) driver to operate route continuously during this time period. Shuttle service will start at 7:30 from Legacy Tower Building and will end the service at Legacy Tower Building.

1.1.2 Shuttle Services from/to offsite leased parking (Northgate Mall): PEAK HOURS The Contractor shall provide scheduled shuttle bus services from the Northgate Mall parking garage: 1058 W. Club Blvd, Durham, NC 27701 and delivery to VAMC Durham during morning shift (6:00 am until 9:00 am) and pick-up from VAHCS Durham and return to Northgate during afternoon shift (3:30 pm until 6:00 pm). Vendor shall provide three (3), fourteen (14) passenger minimum bus and three (3) drivers to operate route continuously during this time period.

1.1.3 Shuttle Services from/to offsite leased parking (Northgate Mall) ALL DAY: The Contractor shall provide scheduled shuttle bus services between the Northgate Mall parking garage: 1058 W. Club Blvd, Durham, NC 27701 and VAHCS Durham during entire day shift (6:00 am until 7:00 pm). Vendor shall provide one (1), fourteen (14) passenger minimum shuttle bus and driver, and one (1) ten (10) passenger minimum shuttle with wheelchair lift and driver to operate route continuously during the time period. Wheelchair accessible shuttle will accommodate a minimum of one (1) wheelchair.

1.2 Response Times: The Contractor is required to provide shuttle services every fifteen (15) minutes between pick-up points. If the Contractor fails to provide the shuttle within the above prescribed time period. The VA reserves the right to obtain the services from another source and shall charge the Contractor with any resulting excess cost.

1.2.1 Delays: The Contractor is required to provide shuttle services at the designated time periods referenced above. If the Contractor is aware of any delay in meeting a schedule pick-up time, the Contracting Officers Representative (COR) shall be notified immediately of the delay, the reason for the delay and estimated time of arrival. All reported delays must be verifiable. ie receipts, weather, etc.

1.3 Cleanliness

Maintenance: The Contractor will provide all maintenance and repair services required to insure all vehicles are serviceable, mechanically safe, have adequate heat and/or air conditioning and meet applicable state, and local vehicle safety inspection requirements. All maintenance and repairs are to be performed off station.

The Contractor shall have qualified personnel inspect the vehicles used in performance of this contract to insure vehicles are mechanically safe.

All buses shall be equipped with a heating system to provide an even temperature throughout the bus of not less than 68 degrees Fahrenheit and a defroster for the windshield. Air conditioning equipment must be sufficient to provide an even temperature of 80 degrees Fahrenheit or less throughout the bus.

The Government reserves the right to periodically inspect the Contractor’s vehicles and, if any vehicle is determined to be unsafe or unsatisfactory, to prohibit its use until such unsafe or unsatisfactory conditions have been corrected. In such event, the Contractor must provide replacement vehicles to maintain the schedules.

The Contractor shall provide a sufficient quantity of the correct capacity of vehicles and must possess sufficient vehicles to provide uninterrupted service under this contract and to furnish replacement vehicles while the regular vehicle is out of service. The Contractor may substitute a larger vehicle for a smaller vehicle for any particular trip.

The Contractor shall provide a maintenance log upon request.

2. Accessibility: The Contractor shall provide handicap accessible vehicles in accordance with U.S. Department of Transportation (DOT), National Highway Transportation Safety Administration (NHTSA), North Carolina Department of Transportation (NCDOT), The Americans with Disabilities Act (ADA) and all applicable State and Federal Laws and Regulations. The Contractor employees will be required to have the knowledge and skills to safely operate the handicap vehicle and safely load and unload handicap passengers.

3. Drivers List: The Contractor shall provide the COR a list of all drivers utilized for this contract. The Contractor shall ensure that all drivers providing services under this contract will have less than five (5) current points on their driver’s license, none of which were assessed for “Reckless Driving” and a process in place to ensure this is monitored on a regular basis. Any change in driving status shall be reported to the COR immediately. The Contractor shall certify that all drivers have no serious health conditions which could impair their driving skills and place employees at risk. The Durham VA Medical Center reserves the right to order the removal from service under this contract, any key personnel who violate the provisions of this contract. Contractor shall provide a copy of the state driver’s license as supporting documentation. All drivers’ packets will be updated with the COR/CO every quarter via electronic email. `

3.1.1 Regular Uniforms: The Contractor shall furnish matching two-piece uniforms for drivers in any color as approved by the contracting Officer or their authorized representative.

3.1.2 Conduct: The following acts are not permissible by drivers that provide services under this contract or while on VA premises:

Use of intoxicating liquors, narcotics or controlled substances of any kind (excluding doctor’s prescriptions which do not impair driver’s driving ability) while on duty or reporting for duty while under the influence of liquors, narcotics or controlled substance of any kind (excluding doctors’ prescriptions which do not impair driver’s driving ability).

Gambling in any form.

Carrying of pistols, firearms or concealed weapons.

Resorting to physical violence to settle a dispute with VA employees or in general public whilepublic while on duty.

Spitting in prohibited places or any other unsanitary, offensive or insensitive practices or behavior.

Use of loud, indecent or profane language and/or making threatening or obscene gestures toward customers or other employees.

Stopping for personal business, including excessive use of restroom facilities, while shuttle is occupied by a passenger. The driver shall not leave the shuttle with the key in the ignition at any time.

Engaging customers in a verbal confrontation in an attempt to settle a disagreement. Should a disagreement arise, the driver is to contact his dispatcher/supervisor via the radio system. The Contractor shall then contact the COR.

Soliciting or accepting tips from customers, companions or others at any time.

Contractor shall ensure that the shuttle is smoke free when transporting VA employees.

Contractor employees shall not loiter in or around the facility during off duty hours.

3.1.3 Telephone Service: The Contractor communication system shall consist of telephone systems. The Contractor shall make available sufficient telephone capacity to ensure immediate communication access between the VAHCS Durham and the Contractor’s facility for the purposes of canceling trip request as well as handling other emergencies. The Contractor must have telephone coverage to accept calls from the VAHCS Durham during the hours of 7:30 am through 5:00 pm. The Contractor must ensure the availability of mobile radio and/ or cellular telephone communication with all shuttles providing transportation at all times.

If the Contractor place of business is located beyond the local call zone of the VAHCS Durham, the Contractor will accept telephone orders for services on a collect call basis or provide a 1-800 number.

4. Contractor Experience: Only Contractors with a minimum of 3 years’ experience in providing similar transportation services may submit a proposal. The Contractor shall submit references along with his cost proposal.

5. Licenses: The Contractor shall provide proof of applicable state, and local licenses for all operators and vehicles and shall comply with all applicable State laws governing the operation of commercial vehicles, such as the requirement for a Commercial Driver’s License (CDL).

5.1 Vehicle Inspections:

The right is reserved to thoroughly inspect and investigate the establishment, facilities business reputation and other qualifications of any offeror and to reject any offer, irrespective of price. The Durham VA Healthcare System reserves the right to inspect all shuttle vehicles prior to award. If any equipment is added after inspection, subsequent to award of contract, it shall be inspected and approved by the Contracting Officer and/or COR before being placed in use under this contract.

The Government reserves the right to inspect any hired shuttle used to provide transportation services under this contract and reject equipment, without advance notification which is found to be in a condition or equipped in a manner which does not comply with contractual provisions.

Such suspensions will be effective at the time of arrival of such equipment, or at the time the Contracting Officer notifies the Contractor that deficiencies have been reported.

5.2 Service Disruptions: The Contractor shall report to the COR or CO any and all shuttle breakdowns or other problems, which may cause service disruptions immediately. When a breakdown occurs, it shall be the responsibility of the Contractor to provide back-up shuttles to minimize any delay or inconvenience to the customer(s). Contractor shall provide backup vehicles to minimize any delay in transporting the VA employees.

6. Inclement weather: When conditions, neither foreseeable and / or controllable by the Contractor occur, e.g., severe storms, flooding, hazardous road and travel conditions occur, time and distance requirements shall be considered secondary to safety precautions. Delays or exceptions to the required quality of services will be reported to the COR or CO. The COR will make a determination as to whether such delays in service will be excused.

6.1 Cancellation: In the event that services are not required due to inclement weather conditions, natural disaster, etc. the COR will notify the Contractor within twenty-four (24) hours of cancellation.

6.2 Incidents and Accidents: Contractor will immediately report all medical incidents and accidents, including those where there is no apparent injury to the individual that occur while transporting VA employees. A written report from the driver documenting the facts of the incident/accident must be provided to the VA Medical Center within twenty-four (24) hours of the occurrence. The written report will include the names, addresses, and telephone numbers of any witnesses as well as any applicable Police Reports. Any accident involving major damage, serious personal injury or loss of life shall be reported to the VA Police immediately. Records shall be kept for three (3) years for each accident a shuttle is involved in, including the repair work required to return the shuttle to service.

6.3 Contractor Liability for Personal Injury and/or Property Damage:

The Contractor assumes responsibility for all damage or injury to persons or property occasioned through the use, maintenance, and operation of the Contractor’s vehicles or other equipment by, or the action of, the Contractor or the Contractor’s employees and agents.

The Contractor, at the Contractor’s expense, shall maintain adequate public liability and property damage insurance during the continuance of this contract, insuring the Contractor against all claims for injury or damage.

The Contractor shall maintain Workers’ Compensation and other legally required insurance with respect to the Contractor’s own employees and agents.

The Government shall in no event be liable or responsible for damage and/or injury to any person or property occasioned through the use, maintenance, or operation of any vehicle or other equipment by, or the action of, the Contractor of the Contractor’s employees and agents in performing under this contract, and the Government shall be indemnified and saved harmless against claims for damage or injury in such cases.

6.3 Complaints Handling: The COR (Contracting Office Technical Representative) will monitor the service provided. The Contractor shall cooperate with the COR in providing information and answering questions in a timely manner when requested. The Contractor shall refer complaints received directly from the customer(s) to the COR. All complaints received by the COR and forwarded to the Contractor shall be investigated promptly. After investigation and disposition, the Contractor shall respond to the COR within five (5) working days after receipt by the Contractor.

Complaints against driver(s) and behavior or courtesy will be submitted to the COR and may result in the Durham VA Medical Center requiring Contractor to remove offending driver(s) from service. Drivers who accumulate five (5) unrelated, substantiated complaints in a twelve (12) month period shall be prohibited from providing any further services under this contract.

7. Records: Records shall be maintained by the Contractor, filed at a location designated by the Government Inspector, and be available for review by Government Personnel at all times.

Contractor shall submit copies of the records as requested to the COR Information in weekly reports shall include, but not be limited to the following:

Number of passengers transported utilizing shuttle bus services, per day.

B.4 SPECIAL CONTRACT REQUIREMENTS

QUALITY ASSURANCE SURVEILLANCE PLAN

The Government intends to utilize a Quality Assurance Surveillance Plan (QASP) to monitor the quality of the contractor’s performance. The oversight provided for in the order and in the QASP will help to ensure that service levels reach and maintain the required levels throughout the contract term. Further, the QASP provides the COR with a proactive way to avoid unacceptable or deficient performance and provides verifiable input for the required Past Performance Information Assessments. The QASP will be finalized immediately following award and a copy provided to the Contractor after award. The QASP is a living document and may be updated by the Government as necessary.

BILLING AND PAYMENT

The contractor shall submit payment requests in electronic form via VA’s Electronic Invoice Presentment and Payment System. (See Web site at http://www.fsc.va.gov/einvoice.asp.)

The Department of Veterans Affairs published a final rule in the Federal Register on November 27, 2012 to require contractors to submit payment requests in electronic form in order to enhance customer service, departmental productivity, and adoption of innovative information technology, including the appropriate use of commercial best practices. The rule is effective December 27, 2012. Invoices shall be submitted monthly, in arrears, and shall include at a minimum: Date of Invoice, Contract Number, Purchase Order Number, Vendor Name, Invoice Number, CLIN & Date of Service.

Al contractors shall be registered as a vendor with the OB10 e-Invoicing System at time of award.

CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (CPARS)

(a) FAR 42.1502 directs all Federal agencies to collect past performance information on contracts. The Department of Veterans Affairs has implemented use of the Contractor Performance Assessment Reporting System (CPARS) to comply with this regulation. One or more past performance evaluations will be conducted in order to record your contract performance as required by FAR 42.15.

(b) The past performance evaluation process is a totally paperless process using CPARS. CPARS is a web-based system that allows for electronic processing of the performance evaluation report. Once the report is processed, it is available in the Past Performance Information Retrieval System (PPIRS) for Government use in evaluating past performance as part of a source selection action.

(c) Please furnish the Contracting Officer with the name, position title, phone number, and email address for each person designated to have access to your firm’s past performance evaluation(s) for the contract no later than 30 days after award. Each person granted access will have the ability to provide comments in the Contractor portion of the report and state whether or not the Contractor agrees with the evaluation, before returning the report to the Assessing Official. The report information must be protected as source selection sensitive information not releasable to the public.

(d) When your Contractor Representative(s) (Past Performance Points of Contact) are registered in CPARS, they will receive an automatically-generated email with detailed login instructions. Further details, system requirements, and training information for CPARS are available at www.cpars.gov. The CPARS User Manual, registration for online training for Contractor Representatives may be found at this site.

(e) You have 14 calendar days following the Assessing Official signature date to submit comments before the evaluation is made available in the Past Performance Information Retrieval System (PPIRS). You have a total of 60 calendar days following the Assessing Official signature date to submit comments. Any comments that you submit will be posted to PPIRS. If you do not sign and return the evaluation within 60 calendar days the evaluation will be returned to the Assessing Official, you will no longer be able to provide comments and the evaluation will be annotated as follows: 'The report was delivered/received by the contractor on (date). The contractor neither signed nor offered comment in response to this evaluation.' Partially completed comments that were not signed and returned to the Government within 60 calendar days will be removed from the evaluation.

(f) The following guidelines apply concerning your use of the past performance evaluation:

(1) Protect the evaluation as “source selection information.” After review, transit the evaluation by completing and submitting the form through CPARS. If for some reason you are unable to view and/or submit the form through CPARS, contact the Contracting Officer for instructions.

(2) Strictly control access to the evaluation within your organization. Ensure the evaluation is never released to persons or entities outside of your control.

(3) Prohibit the use of or reference to evaluation data for advertising, promotional material, preaward surveys, responsibility determination, production readiness reviews, or other similar purposes.

(g) If you wish to discuss a past performance evaluation, you should request a meeting in writing to the Contracting Officer no later than seven days following your receipt of the evaluation. The meeting will be held in person or via telephone or other means during your 60-day review period.

(h) A copy of the completed past performance evaluation will be available in CPARS for your viewing and for Government use supporting source selection actions after it has been completed.

BACKGROUND INVESTIGATIONS AND SPECIAL AGREEMENT CHECKS

http://vaww.pclo.infoshare.va.gov/PCLO/PMWeb/Vol6Chapter7.aspx

All contractor employees are subject to the same level of investigation as VA employees who have access to VA Sensitive Information. The level of background investigation commensurate with the level of access needed to perform the statement of work is Low Risk, National Agency Check with Written Inquiries (NACI). This requirement is applicable to all subcontractor personnel requiring the same access. Upon award, the CO shall provide the contractor with detailed instructions on fulfilling security requirements.

All contractor employees are subject to the same level of investigation as VA employees who have access to VA Sensitive Information. The level of background investigation commensurate with the level of access needed to perform the statement of work is Special Agency Check (SAC). This requirement is applicable to all subcontractor personnel requiring the same access. Upon award, the CO shall provide the contractor with detailed instructions on fulfilling security requirements.

BILLING AND PAYMENT

The contractor shall submit payment requests in electronic form via VA’s Electronic Invoice Presentment and Payment System http://www.fsc.va.gov/fsc/einvoice.asp.

Invoices shall be submitted monthly, quarterly etc. make this in accordance with your contract schedule, in arrears. The following information must be included on all submitted invoices. Invoices submitted without the following information may be rejected for payment. Invoices shall include at a minimum:

Contract Number Obligation/Purchase Order Number Invoice Number CLIN (contract line item number) Date of Service

CONTRACT ADMINISTRATION

Notwithstanding the Contractor's responsibility for total management during the performance of this contract, the administration of the contract will require maximum coordination between the Government and the Contractor.

The Contracting Officer is the only person authorized to approve changes or modify any of the requirements of this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitments or issue changes that shall affect price, quantity or quality of performance of this contract.

The COR shall be responsible for the overall technical administration of this contract as outlined in the COR Delegation of Authority.

In the event the contractor effects any such change at the direction of any person other than the contracting officer without authority, no adjustment shall be made in the contract price to cover an increase in costs incurred as a result thereof.

Points of Contact Contracting Specialist Contracting Officer

COR

TRAVEL

Travel may occur throughout the duration of this contract. Costs for transportation may be based upon mileage rates, actual costs incurred, or a combination thereof, provided the method used results in a reasonable charge. Travel costs will be considered reasonable and allowable only to the extent that they do not exceed on a daily basis, the maximum per diem rates in effect at the time of the travel. The Joint Travel Regulations (JTR), while not wholly applicable to contractors, shall provide the basis for the determination as to whether travel costs are reasonable. Maximum use is to be made of the lowest available customary standard coach or equivalent airfare accommodations available during normal business hours. Exceptions to these guidelines shall be approved in advance by the Contracting Officer.

The contractor is required to submit travel receipts in accordance with the JTR in order to receive payment of authorized travel expenses. Travel will be reimbursed on a cost reimbursable basis; no profit or fee will be paid. Contractor travel within the local commuting area will not be reimbursed.

The Contractor’s travel plan is subject to advanced Contracting Officer’s Representative (COR) review and Contracting Officer (CO) written approval. All travel must be approved by the CO prior to incurring any travel expenses. Travel expenses shall be invoiced in the subsequent month following the completion of travel in order to be reimbursed.

KEY PERSONNEL

Key personnel will be identified in the proposal and shall be considered key personnel essential for the successful completion of the work performed under the contract. The contractor agrees that such personnel shall not be removed, diverted or replaced from the work without prior written approval of the Contracting Officer. The contractor shall submit written notice of proposed personnel changes to the Contracting Officer for approval at least thirty (30) business days in advance.

CONTRACT ADMINISTRATION

Notwithstanding the Contractor's responsibility for total management during the performance of this contract, the administration of the contract will require maximum coordination between the Government and the Contractor.

The Contracting Officer (CO) is the only person authorized to approve changes or modify any of the requirements of this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitments or issue changes that shall affect price, quantity, or quality of performance of this contract.

The COR shall be responsible for the overall technical administration of this contract as outlined in the COR Delegation of Authority.

In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer without authority, no adjustment shall be made in the contract price to cover an increase in costs incurred as a result thereof.

POINTS OF CONTACT

Anthony D. Long Contracting Officer, Services 1 Department of Veterans Affairs Network Contracting Office (NCO) 6 100 Emancipation Drive, Building 27 Hampton, Virginia 23667

(757) 315-3956 fax (757)728-3132 anthony.long@va.gov

Chinedu Nwauwa Branch Chief, Services 1 Department of Veterans Affairs VISN 6 Network Contracting Office 100 Emancipation Drive, Building 27 Hampton, Virginia 23667

(757) 315-3937 Fax (757) 728-3132 Chinedu.Nwauwa@va.gov

Contracting Officer’s Representative (COR):

TBD

36C24619Q0825

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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