36C24918R0195-001.docx

36C24918R0195

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

621-18-2-825-0026 36C24918R0195 04-27-2018 Stacey McClendon 615-225-6970 05-11-2018

CENTRAL TIME

90C Department of Veterans Affairs Network Contracting Office 9 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129 X X 485991 $15 Million

NET 30

X N/A X Department of Veterans Affairs

JAMES H. QUILLEN VA MEDICAL CENTER

CORNER OF VETERANS WAY & SIDNEY

MOUNTAIN HOME TN 37684

90C Department of Veterans Affairs Network Contracting Office - 9 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129

90C FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 Invoice must be submitted electronically

Setup 1-877-489-6135 See CONTINUATION Page

NON-EMERGENT WHEELCHAIR TRANSPORTATION SERVICES

PERIOD OF PERFORMANCE:

BASE PERIOD: 6/1/2018 TO 5/31/2019

OPTION ONE: 6/1/2019 TO 5/31/2020

OPTION TWO: 6/1/2020 TO 5/31/2021

OPTION THREE: 6/1/2021 TO 5/31/2022

OPTION FOUR: 6/1/2022 TO 5/31/2023

THIS IS 100% SET-ASIDE FOR SDVOSB. ALL SDVOSB/VOSB VENDORS

MUST BE REGISTERED IN VETBIZ.GOV AND SAM.GOV TO BE

CONSIDERED. UNVERIFIED SDVOSBs OR VOSBs WILL BE CONSIDERED

NON-RESPONSIVE TO THE REQUIREMENTS.

WAGE DETERMINATION NO. 2015-4641, REV NO. 5, DATED 1/10/18

SHALL APPLY DURING THE BASE PERIOD, AND WILL CHANGE

WITH EACH OPTION YEAR RENEWAL EXERCISED.

THIS IS WILL BE AN IDIQ CONTRACT WITH A $2,000 MINIMUM AMOUNT

GUARANTEE.

See CONTINUATION Page 621-3680160-825-829800-2113 010041085 X X X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C249 STACEY MCCLENDON

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.

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

B.2 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

B.3 STATEMENT OF WORK

Services: Under the authority of Public Law 103-355, the contractor agrees to furnish 24-hour, seven days per week, including Federal Holidays, non-emergent transportation service for the beneficiaries of the James H. Quillen, Department of Veterans Affairs Medical Center, Mountain Home, TN and ALL facilities (CBOC’s) under the jurisdiction of Mountain Home Health Care System, Mountain Home, TN 37684 are included. Services to include all labor, materials, insurances, licenses and equipment to provide Wheelchair Van transport services for VAMC, Mountain Home, TN. The Primary service area (PSA) encompasses the following: Tennessee, Virginia, Kentucky and North Carolina. On rare occasions transports, may be outside the Primary Service Area such as Nashville TN, Charleston SC. The Primary Service Areas are as follows:

Tennessee: Counties of Anderson, Blount, Campbell, Carter, Claiborne, Cocke, Grainger, Greene, Hamblen, Hancock, Hawkins, Jefferson, Johnson, Knox, Loudon, Monroe, Sevier, Sullivan, Unicoi, Union and Washington.

Tennessee CBOC’s: Knoxville, Morristown, Rogersville, Sevierville, Lafollette.

Virginia: Counties of Buchanan, Dickenson, Grayson, Lee, Russell, Scott, Smyth, Washington and Wise.

Virginia CBOC’s: Bristol, Jonesville, Marion, Norton, Vansant.

North Carolina: Allegany, Ashe, Avery, and Watauga.

Kentucky: Harlan, Bell, Letcher, Knox, Leslie, Perry, Hazard, Knott.

Federal Holiday’s

Christmas Day

Number of Patients: It is understood and agreed that only one patient will be transported on a trip unless specifically authorized by the VA. When, pursuant to the Department of Veterans Affairs, verbal authorization to the contractor, more than one patient is transported on the trip, reimbursement shall be made at the rates for transporting a single patient. However, when travel is beyond the local mileage limits, which is hereby defined as: Local Mileage Limits. The local mileage limit is any mileage within a 30-mile radius of the VA Medical Center, Corner of Lamont and Sidney, Mountain Home, TN. The Contractor shall ensure that the pickups and drop-offs are scheduled so that the total distance traveled will result in the most economical cost to the government. The average number of out of town trips per day is estimated at Ten (10). However, this may be depending on patient demand. The average number of local trips per day is fifteen (15) this may be more or less depending on patient demand. Drivers should not drive more than 8 consecutive hours in a 24-hour period.

Waiting Times: Waiting times shall not begin until 15 minutes after the designated pick-up time. However, if the contractor's driver arrives earlier than the specified time, it is not considered wait time for the purposes of payment. For lost time, at either end or both ends of the trip due to Causes beyond his control, the Contractor shall be reimbursed. Reimbursement is at the rate of one-fourth the hourly rated quote in this bid. For each quarter hour or the fraction thereof, more than one-quarter hour from the time the contractor responds to the designated call the contractor will be reimbursed. If the pickup is other than the VA hospital, the Contractor shall call the Supervisor, Travel unit or Medical Administrative Assistant on duty as soon as he anticipates that a delay may develop for which reimbursement is expected. This call is only for the purposes of verifying his arrival time at the pick-up point and is not necessary if the Contractor anticipates no delay for which he will claim reimbursement. In case of those patients that are being transported to the Airport for boarding a Military Aircraft, the vehicle must remain on the flight line until the air craft lifts off the runway.

Local Mileage Limits: The Local Mileage limits, for this contract, is defined as mileage within a 30-mile radius in any direction, of the VA Medical Center, located at the corner of Lamont and Sidney, Mountain Home, TN. Mileage will be paid only when 30 miles of the Medical Center is exceeded. Any trip within 30 miles of the VA Medical Center will be paid at the applicable per trip rate. Any trip exceeding the 30-mile radius will be paid the applicable per trip rate plus the mileage rate from the patient pick-up point to the point the patient disembarks.

Rates: Trips within 30 miles will only be billed for the pick-up rate. Any trip exceeding a 30-mile radius of Mountain Home TN 37684 will be billed at the over 30-mile pick-up rate plus a per mile charge that will be determined from the Pick-up location of the passenger to be transported to the Drop off location based on Bing Maps. Only loaded passenger miles are authorized to be billed. There will be no charge for mileage to the patient pick-up point. Mileage will be paid from where the passenger is loaded, to where the passenger disembarks.

Service Request: Request for services will be made in writing and/or by telephone, by the Chief, Business Office or his designee authorized to request transportation service. A list of all authorized requesters will be forwarded upon award of the contract. A log will be maintained listing all pertinent information regarding patient transport such as date and time of request, last name of patient, and the last four of the SSN, contractor name (etc.). A log will be maintained in the travel office and/or designed area(s), as directed by the designated official of the Business office. If the contractor fails to furnish wheelchair van services within (1) hour after receiving request, the VA reserves the right to obtain the service from another source and to charge the Contractor with any excess cost which may result therefrom.

Toll Charges: It is agreed and understood that the prices quoted in the schedule does not include any ferry, bridge, tunnel or road toll charges. Any such legitimate charges incurred shall be limited to ONE WAY ONLY and shall be listed separately on the Contractor's invoice along with the toll receipts for payment.

Vehicles: To meet the requirements of this contract, vehicles must have less than 20,000 miles on the odometer and be no older than Model Year 2016. A minimum of at least ten (10) vehicles must be available to furnish the services required. All vehicles used to transport Patients in wheelchairs must be equipped with a wheelchair lift that is, in compliance with VA requirements. The vehicles under this contract should accommodate common wheelchairs and mobility aids belonging to class 3 or 4 wheeled device, usable indoors, designed for and used by persons with mobility impairments which do not exceed 32 inches in width, 48 inches in length and does not exceed a weight of 600 pounds when occupied. The vehicles also must have a wheelchair lockdown system, a 70" doorway clearance, a 15" raised roof (minimum clearance) on all vans transporting wheelchair patients. All vehicles must have a Camera in the van to ensure proper procedures are followed. There must be sufficient clearance inside the vehicle to accommodate high-backed wheelchairs. All passenger locations in all vehicles transporting VA patients will have both lap and shoulder restraint systems. If transporting veterans in electric mobility carts, the cart should be secured the same as a wheelchair and the patient should be seated in a seat and properly secured. All vehicles shall be a smoke-free environment.

Vehicle Inspection: Initial inspection of all vehicles to be utilized in the performance of this contract will be inspected prior to contract award and at the beginning of the contract period for each option year. All vehicles must be inspected by VA personnel. Any vehicle that does not meet the requirements of this contract cannot be utilized in the performance of this contract. Any vehicle that has not been inspected at the beginning of the contract period and is anticipated to be utilized must be inspected by VA personnel prior to utilization. The contractor shall notify the Contracting Officer’s Technical Representative (COR) and a date and time for inspection must be determined.

Servicing of Vehicles: Servicing of vehicles should not be an excuse for not performing contracted services. Vehicles should be maintained by regular maintenance, the vehicle should be clean interior and exterior, cooling and heating system properly, worn tires should be replaced and noticeable noises should be checked and repairs performed as necessary. Maintenance and quality control records should be available upon request. Manufacturer's instructions are followed regarding use of vehicle and all installed adaptive equipment, wheelchair locks, etc.

Companions & Luggage: The following items may accompany the patient at no extra expense (1) one companion (2) Three pieces of luggage (3) one-wheel chair (manual or electric) (4) one egg crate mattress and (5) medical supplies.

Problem Resolution: Contractor shall specify key personnel that will be contacted for problem resolution in regards to this contract. Please include name and telephone number of this person. Patient complaints will be investigated by the VA and the contractor. Contractor shall provide written documentation to the VA resolving the complaint within 48 hours. Any substantial complaint of patient abuse or neglect will be grounds for termination of the contract.

Qualifications: (a) Only offers from contractors that have been established (at least two years) in the business solicited and who are financially responsible and have the necessary equipment and personnel to furnish the service in the volume required for all items under the contract will be considered. The contractor shall meet all requirements of federal, state and city codes regarding operations of this type of service. Contractor must show that contract of similar magnitude and types have been satisfactorily performed. All the above qualifications must be met to be considered eligible for award of contract. (b) Each Contractor shall submit as part of its technical proposal a full description of the make, model and year of vehicles which the contractor agrees to furnish under this proposal including the location and telephone numbers of the establishment where calls are received and vehicles are immediately available for dispatch. This letter shall contain information as to the metering devices or methods the contractor proposes to use in determining mileage.

Accidents/Emergencies: In the event of an obvious or suspected injury to the patient or his/her companion, the driver shall call 911, if available, or contact emergency medical services. Care and transport will be in accordance with area Emergency Response policy. The Contractor shall provide drivers with either a cellular phone or a two-way radio for communications in emergency situations. In the event of an accident, the VA should be contacted as soon as possible, giving the name of the patient(s) and/or companion, patient SSN, and an account of what happened and to what hospital, if any, VA beneficiaries are being transported to. It is requested that a copy of the accident report be forwarded to the Chief, Business Office, Department Veteran Affairs, Corner of Veterans Way Sidney, Mountain Home, TN 37684. Any traffic fines are the responsibility of the contractor.

Trip Log: Trip logs are to be maintained listing the following; Last Name of Patient’s Name, Last four of SSN, Date of Transport, Pick-up Point and Time, Destination Point and Time, Mode of Transportation, Number of out of town Miles, Waiting time (if applicable) cost of transportation, and Total Cost. Trip logs are to be submitted with each invoice. No reimbursement will be made for mileage from the contractor’s facility; invoice will be rejected.

Driver Training: Drivers shall be trained in the following areas:

Defensive driving/proper vehicle operation ensuring safety First Aid and CPR/recognition of patient exhibiting medical distress Universal Precautions training (location and availability of protective gear, availability of hepatitis injections, etc.)

Driver responsibilities (ex. keeping logs of patient transported) Customer Service Training Proper use of seat belt and all adaptive equipment in vehicles, in accordance with manufacturer's instructions.

Non-use of drugs and alcohol; maintaining a non-smoking environment in the vehicle; Proper lifting techniques.

Confidentiality of patients, in accordance with the privacy act of 1974.

Health Insurance Portability and Accountability Act Of 1996 (HIPPA): In accordance with 45 CFR 164.502(e), the Privacy Rule includes exceptions to the Business Associate standard. This contract and its requirements meet the following exception and do not require a Business Associate agreement for Covered Entity to disclose Protected Health Information to a health care provider for treatment. Based on this exception, a business Associate agreement is not required for this contract.

Cancellations / No-Shows: There shall be no charge to the Government for cancellations of at least sixty (60) minutes prior to scheduled pick-up time. A ‘no-show’ is defined as a trip which is cancelled upon the Contractor’s arrival at the pick-up point.

Patients and Equipment: The contractor shall be held responsible for patient welfare during transport. The Contractor shall be held responsible for patient and/or Government property during transport. Any damaged or lost wheelchairs, walkers, crutches or personal belongings shall be replaced by the Contractor at no charge to the Government or patient. When delivering, equipment used by a patient (i.e. wheelchair, O2) back to the VA the delivery shall be made the next trip to the VA unless otherwise instructed. Reimbursement for returning equipment shall be one-way mileage if asked to return prior to next scheduled transport from the VA.

Personnel: All drivers and attendants shall be licensed as required by all applicable Federal, State and Local laws for conducting the commercial services required under the contract. The Contractor shall submit an annual statement of certification of State Driving record, license verification and insurance including an annual statement that drivers are screened, trained and competent to safely transport patients. The annual statement of driver competency must include any advanced certifications, such as Advanced Cardiac Life support or specialized training to assist and secure patients by stretcher or wheelchair. If needed, patients must be escorted from the vehicle to their destiny before the trip is considered complete.

Quality Assurance: The Government reserves the right to inspect and investigate the establishment, facilities, business reputation and other qualifications of any offeror and reject any offer irrespective of prices, which is administratively determined to be deficient in any of the essentials necessary to assure acceptable standards of performance. This contract shall be monitored on a quarterly basis by the COR to determine acceptable performance.

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

Contract Period: Base POP Begin: 06-01-2018 POP End: 05-31-2019

Contract Period: Base POP Begin: 06-01-2018 POP End: 05-31-2019

Contract Period: Base POP Begin: 06-01-2018 POP End: 05-31-2019

Contract Period: Base POP Begin: 06-01-2018 POP End: 05-31-2019

Contract Period: Base POP Begin: 06-01-2018 POP End: 05-31-2019

Contract Period: Option 1 POP Begin: 06-01-2019 POP End: 05-31-2020

Contract Period: Option 1 POP Begin: 06-01-2019 POP End: 05-31-2020

Contract Period: Option 1 POP Begin: 06-01-2019 POP End: 05-31-2020

Contract Period: Option 1 POP Begin: 06-01-2019 POP End: 05-31-2020

Contract Period: Option 1 POP Begin: 06-01-2019 POP End: 05-31-2020

Contract Period: Option 2 POP Begin: 06-01-2020 POP End: 05-31-2021

Contract Period: Option 2 POP Begin: 06-01-2020 POP End: 05-31-2021

Contract Period: Option 2 POP Begin: 06-01-2020 POP End: 05-31-2021

Contract Period: Option 2 POP Begin: 06-01-2020 POP End: 05-31-2021

Contract Period: Option 2 POP Begin: 06-01-2020 POP End: 05-31-2021

Contract Period: Option 3 POP Begin: 06-01-2021 POP End: 05-31-2022

Contract Period: Option 3 POP Begin: 06-01-2021 POP End: 05-31-2022

Contract Period: Option 3 POP Begin: 06-01-2021 POP End: 05-31-2022

Contract Period: Option 3 POP Begin: 06-01-2021 POP End: 05-31-2022

Contract Period: Option 3 POP Begin: 06-01-2021 POP End: 05-31-2022

Contract Period: Option 4 POP Begin: 06-01-2022 POP End: 05-31-2023

Contract Period: Option 4 POP Begin: 06-01-2022 POP End: 05-31-2023

Contract Period: Option 4 POP Begin: 06-01-2022 POP End: 05-31-2023

Contract Period: Option 4 POP Begin: 06-01-2022 POP End: 05-31-2023

Contract Period: Option 4 POP Begin: 06-01-2022 POP End: 05-31-2023

*Quantities are estimates* **$2,000 minimum amount Indefinite Delivery/Indefinite Quantity (IDIQ) guarantee**

B.5 DELIVERY SCHEDULE

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

CORNER OF SIDNEY AND VETERANS WAY

TN 37684

USA

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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 52.252-2 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.