Combined_Synopsis_Solicitation_RFQ_36C24819Q0168.docx

36C24819Q0168

COMBINED SYNOPSIS/SOLICITATION RFQ 36C24819Q0168

General Information

Contracting Office Address

NCO 8

ATTN: Steven P. Scharlow 10000 Bay Pines Blvd, Bldg. 2 Bay Pines, FL 33744 Description This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.6, “Streamlined Procedures for Evaluation and Solicitation for Commercial Items,” as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotations are being requested, and a written solicitation document will not be issued.

This solicitation is a request for quotations (RFQ). The solicitation document and incorporated provisions and clauses are those in effect through FAC Number/Effective Date: 2005-101 / 10-26-2018.

The Network Contracting Office 8-SAO East intends to award a fixed-price requirements contract to provide commercial services, providing for all labor and services necessary to complete the Services: Hotel for Warrior to Soul-Mate Retreat for Lee County needed for the Social Work Services at C.W. Bill Young VA Medical Center (CWBYVAMC) in accordance with the below Performance Work Statement (PWS) and attached Price Schedule. The Place of Performance for this requirement is Cape Coral or Fort Myers, FL.

The associated North American Industrial Classification System (NAICS) code for this procurement is 721110 - Hotels (except Casino Hotels) and Motels , with a small business size standard of $32.5 million.

VENDOR QUESTIONS: All questions regarding this RFQ must be in writing and may be sent by e‐mail to elena.bass@va.gov and to steven.scharlow@va.gov. Questions must be received no later than Monday 1/7/2019 by 09:00 AM Eastern.

ANSWERS TO VENDOR QUESTIONS: Answers to vendor questions will be posted on FBO no later than Tuesday 1/8/2019 by 04:30 PM Eastern.

You are reminded that representatives from your company SHALL NOT contact any Bay Pines VA Health Care System staff to discuss this RFQ during this RFQ process. All questions and concerns regarding this RFQ shall be directed to Contract Specialist, Elena Bass at elena.bass@va.gov.

QUOTE SUBMISSION: Offers are due on/or before of Friday 1/11/2019 by 04:30 PM Eastern. Quotes shall be sent by e‐mail “only” to the Contracting Officer, Steven P. Scharlow at Steven.Scharlow@va.gov and Contract Specialist Elena Bass at elena.bass@va.gov. The Government will award a Firm Fixed-Price Requirements Contract to provide commercial services, resulting from this RFQ to the responsible vendor whose quote is the Lowest Price Technically Acceptable (LPTA) offer.

The vendors shall submit the quote by using only the Pricing Schedule excel document attached. The vendor shall insert the data values requires (in the fields highlighted in green) and shall not alter the excel document.

Quotes submitted in formats other excel than may be disregarded.

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 36C248 Department of Veterans Affairs Network Contracting Office 8 (248) Room 329, Bldg. 2 10,000 Bay Pines Blvd Bay Pines FL 33744

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.

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

17 guestrooms for 2 consecutive nights (2 x 17 = 34) with free parking for April 2019 retreat IAW Performance Work Statement (PWS).

Contract Period: Base POP Begin: 02-01-2019 - POP End: 01-31-2020

Meals (food and beverages) for April 2019 retreat (6 meals per person to include service charges IAW PWS).

Meeting room for April 2019 retreat for 3 days IAW PWS.

Multimedia package for April 2019 retreat for 3 days IAW PWS for 3 days.

17 guestrooms for 2 consecutive nights (2 x 17 = 34) with free parking for June 2019 retreat IAW PWS.

Meals (food and beverages) for June 2019 retreat (6 meals per person to include service charges IAW PWS).

Meeting room for June 2019 retreat for 3 days IAW PWS.

Multimedia package for June 2019 retreat for 3 days IAW PWS for 3 days.

17 guestrooms for 2 consecutive nights (2 x 17 = 34) with free parking for April 2020 retreat IAW PWS.

Contract Period: Option 1 POP Begin: 02-01-2020 - POP End: 01-31-2021

Meals (food and beverages) for April 2020 retreat (6 meals per person to include service charges IAW PWS).

Meeting room for April 2020 retreat for 3 days IAW PWS.

Multimedia package for April 2020 retreat for 3 days IAW PWS for 3 days.

17 guestrooms for 2 consecutive nights (2 x 17 = 34) with free parking for June 2020 retreat IAW PWS.

Meals (food and beverages) for June 2020 retreat (6 meals per person to include service charges IAW PWS).

Meeting room for June 2020 retreat for 3 days IAW PWS.

Multimedia package for June 2020 retreat for 3 days IAW PWS for 3 days.

17 guestrooms for 2 consecutive nights (2 x 17 = 34) with free parking for April 2021 retreat IAW PWS.

Contract Period: Option 2 POP Begin: 02-01-2021 - POP End: 01-31-2022

Meals (food and beverages) for April 2021 retreat (6 meals per person to include service charges IAW PWS).

Meeting room for April 2021 retreat for 3 days IAW PWS.

Multimedia package for April 2021 retreat for 3 days IAW PWS for 3 days.

17 guestrooms for 2 consecutive nights (2 x 17 = 34) with free parking for June 2021 retreat IAW PWS.

Meals (food and beverages) for June 2021 retreat (6 meals per person to include service charges IAW PWS).

Meeting room for June 2021 retreat for 3 days IAW PWS.

Multimedia package for June 2021 retreat for 3 days IAW PWS for 3 days.

17 guestrooms for 2 consecutive nights (2 x 17 = 34) with free parking for April 2022 retreat IAW PWS.

Contract Period: Option 3 POP Begin: 02-01-2022 - POP End: 01-31-2023

Meals (food and beverages) for April 2022 retreat (6 meals per person to include service charges IAW PWS).

Meeting room for April 2022 retreat for 3 days IAW PWS.

Multimedia package for April 2022 retreat for 3 days IAW PWS for 3 days.

17 guestrooms for 2 consecutive nights (2 x 17 = 34) with free parking for June 2022 retreat IAW PWS.

Meals (food and beverages) for June 2022 retreat (6 meals per person to include service charges IAW PWS).

Meeting room for June 2022 retreat for 3 days IAW PWS.

Multimedia package for June 2022 retreat for 3 days IAW PWS for 3 days.

17 guestrooms for 2 consecutive nights (2 x 17 = 34) with free parking for April 2023 retreat IAW PWS.

Contract Period: Option 4 POP Begin: 02-01-2023 - POP End: 01-31-2024

Meals (food and beverages) for April 2023 retreat (6 meals per person IAW Performance Work Statement).

Meeting room for April 2023 retreat for 3 days IAW PWS.

Multimedia package for April 2023 retreat for 3 days IAW PWS for 3 days.

17 guestrooms for 2 consecutive nights (2 x 17 = 34) with free parking for June 2023 retreat IAW PWS.

Meals (food and beverages) for June 2023 retreat (6 meals per person to include service charges IAW PWS).

Meeting room for June 2023 retreat for 3 days IAW PWS.

Multimedia package for June 2023 retreat for 3 days IAW PWS for 3 days.

B.3 PERFORMANCE WORK STATEMENT

Hotel Services – Warrior to Soul-Mate (W2SM) Couples Retreats for VA Lee County Healthcare Center, Cape Coral, FL

1. BACKGROUND: The VA Lee County Healthcare Center (VACHC), Social Work Services focuses on the provision of social services for VACHC veterans and their family members, which includes Marriage and Relationship Health Training often referred to as a Warrior to Soul Mate Program or Retreat (W2SM).

1. SCOPE OF WORK: The Contractor shall furnish all labor and services necessary for the Lee County W2SM program which will be held at least twice a year. The Government reserves the right to add additional events which will be scheduled by mutual agreement of both parties.

The Contractor shall provide all management, administration, and labor necessary for hotel accommodations, meals, conference space and training resources equipped for up to 34 participants per event. The event room will be fully outfitted with compatible and functional PC, video, and audio equipment necessary for the event in accordance with the Performance Work Statement (PWS).

The award shall contain the schedule of the first event; the remaining W2SM events will be scheduled by mutual agreement of both parties at least 60 days in advance. The final number and list of attendees will be provided approximately 7 days prior to each event. The VA shall not be charged for same day cancellations until 4:00 P.M. Eastern time.

The target dates for the first W2SM event are: 4/5/2019 through 4/7/2019 and 4/12/2019 through 4/14/2019.

1. TYPE OF CONTRACT: The Department of Veteran Affairs (VA) intends to issue a Service Fixed-Price Requirements Contract to provide commercial services for a Base Year and four (4) Option Years. The selected Contractor shall have a favorable record of past performance in providing the services described in the PWS and be familiar with the requirements related to the services.

1. PROJECT OVERVIEW: The Contractor shall furnish all W2SM labor and services necessary for the VACHC Social Services. The contractor shall provide lodging, meals, conference and dining room, and multimedia services to Veteran patrons and their families.

1. Place of Performance: The facility for this requirement shall be a resort, hotel, boutique hotel and/or spa, or inn, and shall be located within 10 miles radius from Cape Coral or Fort Myers, Florida. The facility shall be located at least 5 miles away in straight line or “as the crow flies” from any airport. The facility shall be rated at three (3) diamonds or above on www.aaa.com/travelguides/hotels.

1. Specifications / Work Performance Statement: The responsibility of the selected Contractor at VACHC includes the following:

1. The Contractor shall satisfy the government’s requirement for the W2SM for Veterans and spouses suffering with marriage issues largely as a result of other mental health issues and stress. It shall be a facility that will meet the requirements for lodging vacancies, meeting facilities and local city amenities in Cape Coral or Fort Myers, Florida. It shall be a one-stop facility equipped to provide lodging, meals, and meeting space. The veterans shall retain the assigned room for the duration of the entire retreat; room reassignments shall occur only with the express approval of the COR.

1. The facility shall be able to provide a pleasant and calming atmosphere conducive to the nature of the retreat. The Contractor shall provide hotel accommodations to support up to for 17 Veteran couples who will be participating in a W2SM. Contractors shall satisfy the government’s requirement for the W2SM for veterans and spouses suffering with marriage issues largely as a result of other mental health issues and stress. It shall be a facility that will meet the requirements for lodging vacancies, meeting facilities, and local city amenities, including handicap accessibility.

1. The Contractor shall satisfy the government’s requirement for the W2SM for Veterans and spouses suffering with marriage issues largely as a result of other mental health issues and stress. It shall be a facility that will meet the requirements for lodging vacancies, meeting facilities and local city amenities, including handicap accessibility, in Cape Coral or Fort Myers, Florida.

1. The facility shall be able to provide a pleasant and calming atmosphere conducive to the nature of the retreat. Intense grieving exercises are conducted where very private personnel information is communicated verbally between the couples. The facility shall provide a large, clean, and relaxing conference room (approximately 75 x 80 feet) furnished with 34 chairs for participants and 6 for facilitators and sufficient number of tables or desks to accommodate private break-out sessions for couples’ private conversations that cannot be overheard by other event participants. The facility shall also provide a separate, private formal dining area situated in the proximity of the plenary room and available exclusively to the event participants. Water, coffee and tea, shall be provided each day in the meeting room to accommodate the number of participants.

1. The Contractor shall provide conference center support with sufficient space and compatible multimedia equipment. Meeting room space is needed starting at 3:00 PM on Friday, Saturday, and until 6:00 PM Sunday for each event. All multimedia equipment provided shall be connected, compatible, and ready to use. The Contractor shall provide IT support for the duration of the events held in the conference room. An IT staff member shall be present 30 minutes prior to the beginning of first event presentation and provide assistance to VA event facilitators.

The Contractor shall provide the following Multimedia Package:

☒Wireless internet with full Ethernet backup ☐Computer Desktop or Laptop with Microsoft PowerPoint and Adobe PDF programs installed equipped with mouse and keyboard.

☒Remote Controller for Advancing PowerPoint Slides ☒Tested and reliable audio equipment ☒Tested and reliable projector with ready-to-use working large projection screen or large TV monitors that will allow participating couples a forward and comfortable view of a projection screen or monitors and interaction with one another ☐All cables, and power-strips necessary.

f. The Contractor shall provide an all-inclusive meal plan (3 meals per person), for 34 individuals for 2 days. The Contractor shall provide meals in a room separate from the meeting area with five to six tables to accommodate 34 guests. Late arriving guests will have their meals packaged and available upon arrival in the meeting space. All meals shall include choice of drink (non-alcoholic) as well as gluten-free, vegetarian and non-vegetarian options. A sample menu will be provided by the facility along with the submitted quote. The definitive menu shall be submitted to the Contracting Officer Representative (COR) at least 2 weeks in advance from the scheduled date of the event, with the option of last minute changes upon mutual agreement between both parties. All meals shall be balanced and nutritious and shall not repeat during the same event. Refer to attached Sample Menu word document as a general guideline; only the beverage listed in the sample menu are mandatory. The vendors shall include specific menus in the quote; the menus shall be subject to review/change at COR’s discretion.

g. Qualifications / Performance Work Statement: The mandatory qualifications of the selected contractor at VACHC includes the following:

The facility shall be rated at three (3) diamonds or above on the website www.aaa.com/travelguides/hotels.

1. SCHEDULING, PHASING, AND WORKING HOURS

All work hours SHALL be coordinated with the project’s COR.

1. The Contractor shall be available for contact during normal business hours via telephone or email to help in trouble shooting of problems with conference support.

1. The contractor shall provide the following for each retreat, with all incidental taxes and fees to be included in the awarded contract amount. The specific mandatory tasks and associated deliverables are:

☒17 guestrooms for 2 consecutive nights (2 x 17 = 34) with free parking ☒2 Breakfasts (including beverages) for 34 event participants ☒2 Lunch Buffets (including beverages) for 34 event participants ☒2 Plated Dinners (including beverages) for 34 event participants ☒2 AM Breaks Coffee/Tea/Water for 34 event participants ☒Meeting room for 3 days ☒Dining Room for 3 days ☒Multimedia package for 3 days ☒*Service charge on above Food and Beverages shall be included in the cost of meals, alcoholic beverages excluded

1. Rescheduling: The Contractor will not bill the government for vacant/unused rooms/banquet order should unforeseen circumstances such as unsafe weather conditions. In the case of severe weather conditions (i.e. tropical storm or hurricane). Rescheduling by mutual agreement by both parties shall take place.

1. COR RESPONSIBILITIES

Duties and responsibilities of the COR include, but are not limited to the following:

1. Provides contract monitoring.

1. Acts as liaison between VACHC, the Contractor, and the Contracting Officer (CO).

1. Determining whether contract deliverables meet functional, technical, and performance specifications.

1. Communication with the COR is mandated. Failure to meet with the COR or Social Services Office Representative at the time of arrival on site will be recorded as a non-conformance of the contract and noted as a deficiency.

1. All administrative functions remain with the VA CO. Any modifications to the contract, including those involving no-cost changes, increases and decreases in cost or level of services provided, termination or extension of the contract (in part or in whole) and decisions concerning claims or disputes, shall be authorized in writing by the CO.

1. CONTRACTOR RESPONSIBILITIES

The Contractor shall provide and pay for a satisfactory substitute when the Contractor is unable to perform services as outlined in the Performance Work Statement (PWS).

1. GOVERNMENT FURNISHED PROPERTY

N/A

1. DATA RIGHTS

N/A

IX. PERFORMANCE AND QUALITY STANDARDS

· Disincentive: Unfavorable contractor performance evaluation

· Repeated violation (more than three instances during a period of performance) may result in termination of services

· Disincentive: Unfavorable contractor performance evaluation

· Repeated violation (more than three instances during a period of performance) may result in termination of services

· Disincentive: Unfavorable contractor performance evaluation

· One (1) violation may result in termination of services

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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 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 ITEMS 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 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 2-1-2019 through 1-31-2024.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than To Be Determined (TBD) the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of TBD;

(2) Any order for a combination of items in excess of TBD; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 2 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-21 REQUIREMENTS (OCT 1995)

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

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

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

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

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

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 1-31-2024.

(End of Clause)

C.5 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government's best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

(End of Provision)

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

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 15 days prior to contract expiration.

(End of Clause)

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

(a) The Government may extend the term of this contract by written notice to the Contractor within 15 days prior to contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

(End of Clause)

C.8 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

C.9 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.10 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

The contractor shall obtain all necessary licenses and/or permits required to perform this work. He/she shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract. He/she shall be responsible for any injury to himself/herself, his/her employees, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by his/her employees fault or negligence, and shall maintain personal liability and property damage insurance having coverage for a limit as required by the laws of the State of . Further, it is agreed that any negligence of the Government, its officers, agents, servants and employees, shall not be the responsibility of the contractor hereunder with the regard to any claims, loss, damage, injury, and liability resulting there from.

(End of Clause)

C.11 52.243-1 CHANGES—FIXED-PRICE (AUG 2018) ALTERNATE I (APR 1984)

(a) The Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in any one or more of the following:

(1) Description of services to be performed.

(2) Time of performance (i.e., hours of the day, days of the week, etc.).

(3) Place of performance of the services.

(b) If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this contract, whether or not changed by the order, the Contracting Officer shall make an equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the contract.

(c) The Contractor must assert its right to an adjustment under this clause within 30 days from the date of receipt of the written order. However, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a proposal submitted before final payment of the contract.

(d) If the Contractor's proposal includes the cost of property made obsolete or excess by the change, the Contracting Officer shall have the right to prescribe the manner of the disposition of the property.

(e) Failure to agree to any adjustment…