36C24919Q0110-000.docx

36C24919Q0110

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

36C24919Q0110 01-23-2019 Michael Edwards 615-225-5506 02-13-2019 90C Department of Veterans Affairs Network Contracting Office 9 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129 X X 812930 $38.5 Million X N/A X Department of Veterans Affairs James H. Quillen VA Medical Center Corner of Veterans Way and 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 Valet Parking Services for the Department of Veterans Affairs, for the Mountain Home VAMC, Mountain Home TN.

Base Period: 04/01/2019 through 09/30/2019 Option Year 1: 10/01/2019 through 09/30/2020 Option Year 2: 10/01/2020 through 09/30/2021 Option Year 3: 10/01/2021 through 09/30/2022 Option Year 4: 10/01/2022 through 09/30/2023 This solicitation will be setaside for a Service Disabled Veterans Owned Small Business.

Contractors MUST be registered in Vendor Information Page at the time quotes are received AND at time of contract award.

See CONTINUATION Page 621-3690152-4078-840700-2580 010040700 x X 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 36C626 Michael Edwards Department of Veterans Affairs Network Contracting Office 9 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129

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.

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

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Valet Service at the Mountain Home VAMC Contract Period: Base POP Begin: 04-01-2019 POP End: 09-30-2019

Valet Service at the Mountain Home VAMC Contract Period: Option 1 POP Begin: 10-01-2019 POP End: 09-30-2020

Valet Service at the Mountain Home VAMC Contract Period: Option 2 POP Begin: 10-01-2020 POP End: 09-30-2021

Valet Service at the Mountain Home VAMC Contract Period: Option 3 POP Begin: 10-01-2021 POP End: 09-30-2022

Valet Service at the Mountain Home VAMC Contract Period: Option 4 POP Begin: 10-01-2022 POP End: 09-30-2023

B.3 PERFORMANCE WORK STATEMENT

James H. Quillen Veterans Affairs Medical Center

PERFORMANCE WORK STATEMENT

VALET PARKING

SCOPE

The contractor shall provide all necessary labor, supervision, uniforms, safety apparel, material, equipment, safety equipment, and supplies to provide on demand timely patient valet parking services in accordance with the terms and conditions of this Performance Work Statement (PWS) at the James H. Quillen Veterans Affairs Medical Center (JHQVAMC), Dogwood Avenue, Building 69 and 160, Mountain Home, Tennessee 37684. Quality performance of this contract is pivotal in JHQVAMC’s ability to improve and sustain high patient satisfaction and appointment utilization rates.

CONTRACTOR RESPONSIBILITIES.

1. Courtesy: Valet parking employees shall be courteous and cordial to all patients, their family members, their escorts, their property, the JHQVAMC staff, and other visitors located in the valet parking area of operations. The valet parking contractor shall treat all patient vehicles with respect, safety, and with competence.

a. Courteously greet Veteran patients and assume responsibility of their vehicles within 5 minutes, 98% of the time when the vehicle enters the valet parking staging area of operations. The point at which time starts for surveilling the intake metric is when a vehicle passes the intersection of Second Street and Dogwood Avenue and enters the valet parking area of operation, unless a traffic backup occurs, at which time the end of the traffic line is the starting point. Each parking attendant will park/return 15 to 18 vehicles per hour minimum.

b. Courteously greet Veteran patients and responsibly return a Veteran patient’s vehicle within 5 minutes 98% of the time when the Veteran presents at the valet parking booth to depart. The point at which time starts for surveilling the retrieval metric is when a patient, patient’s guide, or patient family member presents their key tag at the valet parking booth for vehicle pick up. Each parking attendant will return/park 15 to 18 vehicles per hour minimum.

c. Valet parking contractor may assist patients getting in and out of their vehicles as well as assist with removal of wheelchairs, walkers, carts and personal medical equipment from vehicles, if requested. Valet parking contractor shall provide minimal assistance but shall not be required to lift or pick up patients in and out of their vehicles. The contractor shall deliver Government-provided wheelchairs as needed and coordinate with JHQVAMC Valet Service to facilitate patient transportation from the valet parking area of operations to medical appointments.

2. Safety: Valet parking contractor employees shall adhere to all state and federal traffic safety laws, JHQVAMC patient safety and hospital safety rules, policies, regulations. Valet parking contractor employees shall maintain a valid Tennessee State driver license with no historical record of traffic violations for Driving Under Influence (DUI), driving under suspended or revoked license or reckless driving. Discovery of a contractor employee with a violation on his/her driver’s license will require the Government to disallow the contractor employee on site. Contract employees are not allowed to carry or use cell phones or any other electronic device except a contractor walkie-talkie while on duty. Valet parking contractor employees may use cell phones or other electronic devices while on break or during their appointed lunch period only. Breaks and lunch must be taken away from the valet parking area of operations. No pets or other persons shall be left to wait in vehicles presented at valet parking.

3. Security: The contractor shall ensure all employees process through the JHQVAMC Personal Identify Verification (PIV) Office and undergo a Special Agency Check (SAC) (Federal Information Processing Standards Publication 201-1, change 1 notice, dated March 1, 2006 and all subsequent updates or modifications), shall undergo a background screening in accordance with VHA Directive 0710 and shall be qualified to receive and wear a PIV badge to be eligible to work under this contract. Should a prospective applicant be found ineligible to receive a PIV badge that person will not be allowed to work at JHQVAMC under this contract. The valet parking contractor will provide key tags, vehicle key lock box, key tag dispenser, communication devices such as walkie-talkies, and other equipment required to safely and securely complete the contract terms and conditions timely. The valet parking contractor shall be responsible for securing patient vehicles and keys and remains 100% accountable for security of all patient property while in valet parking area of operations. Valet parking contractor employees shall report sighting of any type of weapon in a vehicle or on a person directly to the JHQVAMC Police Service immediately, then will contact the Contracting Office Representative (COR). All contract employees will wear their PIV Badge visible to all people while on the JHQVAMC station, no exceptions. Contractor employees will wear a designated professional uniform at all times while on station. Accidents and other infractions will be reported to the Police Service immediately, then the COR, no exceptions.

4. Competency/Training/License/Qualifications: The contractor shall provide bonded, fully trained, experienced parking attendants who possess a valid Tennessee State driver’s license and be legal United States Citizens. Contractor shall ensure all employees maintain their license with no historical record of traffic violations for Driving Under Influence (DUI), driving under suspended or revoked license or reckless driving driver’s license. Contractor employees shall be at least 18 years of age, have no criminal history, and be able to perform all duties, functions, and activities as required. Contractor employees shall read, write, and speak English clearly. English is the only acceptable language for use on duty. Valet parking contractor is responsible to maintain employee’s competencies clearly documenting each employee can operate a vehicle with an automatic or manual shift transmission, four-wheel drive, compact vehicle, mid-size vehicle, large vehicles, pickup trucks, vans of all types, and heavy-duty pickup trucks, and impaired/disabled driver vehicle. The contractor shall furnish at its cost evidence of qualifications and competency assessment of all employees. Such evidence shall include but are not limited to copies of driver’s licenses, DMV printouts, and copies of security background checks. The contractor shall be responsible for providing facility competency training for all valet parking employees. Completing training is a condition of employment. The Government will provide the training packet and each contractor employee will read, sign and date that they understand and will abide by the instruction provided annually. This instruction will include Health Insurance Portability and Accountability Act, Privacy Act, Safety, and Occupational Safety and Health Administration, Security, Emergency Procedures, accidents/injuries, and communication with JHQVAMC staff. The contractor shall include compliance with this training in their employee competency documentation showing the employee accomplished this training annually.

5. Tobacco and Food: All valet parking area of operations shall be tobacco free. Smoke, smokeless, e-cigarettes, snuff, and chewing tobacco are not authorized in the valet parking area of operations. Contract employees may only use tobacco products in designated hospital smoking/tobacco use areas while on break or during lunch. Eating or drinking is not authorized in patient vehicles or while walking between parking lots and the traffic circle. Consumption of water is encouraged but only around the valet parking booth or in authorized break areas while on break.

6. Uniform Standards: Valet parking contractor shall provide employees with distinctive bright colored professional uniforms containing the contractor’s logo for quick easy identification. Uniforms will include a high visibility class 3A ANSI 207 bright colored reflector safety vest to be worn for duty and the uniform shall consist of pants, shirt, cap or visor, raincoat, rain pants, over coat, gloves, and watch cap as appropriate for weather. The high visibility vest will always be worn on the outside, incorporated in the clothing item or worn on top of all other clothing. Personal clothing is not acceptable on duty. The Contracting Officer (CO) and Contracting Officer Representative (COR) are the approval authority for uniforms. Jewelry and eyewear shall be conservative when worn and present a professional appearance. PIV Badges will be worn visible to the public as part of the uniform at all times while on duty. The contractor shall provide large umbrellas for employees to assist patients from their vehicles to cover in the rain.

7. Traffic Control: The valet parking contractor shall staff the valet parking service to ensure management of the flow of traffic from Second Street and Dogwood Avenue into the valet parking area of operations experiences no traffic stoppage, backup or jam in the valet parking area of operations 99% of the time. The valet parking contractor will notify the JHQVAMC Police Service and the COR immediately of a traffic flow stoppage, backup or jam. The inside lane in the valet parking area of operation must remain clear of any parked or waiting vehicles at all times as this is a fire lane and must remain clear. Outpatient clinic schedules vary at JHQVAMC generating increased volume at different times during the day and on different days of the week; the contractor may request a copy of the appointment schedule template to forecast and improve prediction of patient demand. Contractor will not send or escort patients to the valet parking lot to retrieve their own vehicle. The only exception to this rule is a vehicle equipped with special hand/foot controls to accommodate the Veteran’s special orthopedic or physical impairment needs.

8. Lost or Stolen Items: The valet parking contractor is responsible for lost or stolen items including vehicle keys and other items taken from patient vehicles and for lost or stolen vehicles. The contractor is responsible to promote a secure and accountable environment and compel contractor employees to protect patient and patient escort property. Should lost or stolen items occur the contractor shall immediately report the event to the JHQVAMC Police Service and the COR. Any claims of damage or missing or stolen patient property shall be the responsibility of the valet parking contractor. JHQVAMC assumes no responsibility for such claims. All claims shall be directed to and handled by the valet parking contractor. Corrective actions to resolve all claims shall commence immediately. All claims shall be settled within twenty (20) working days, unless extenuating circumstances warrant additional time and is authorized by the Contracting Officer. The contractor shall communicate with the patient within one business day to provide information and direction to resolve lost or stolen items. All lost or stolen property claim details shall be included in the monthly report to the COR. Failure to report lost or stolen items immediately to the Police Service and to include lost or stolen incidents in the monthly report may result in termination of the contract for default.

9. Claims/Damage: The valet parking contractor shall be responsible and accountable for any damage to patient vehicles occurring in their charge. The valet parking contractor shall ensure safety first at all times in the operations area including parking lots and shall establish a continuous quality improvement program to sustain an accident free record. Should an accident occur, the valet parking contractor shall report the situation immediately to the JHQVAMC Police Service, the COR and to the contractor’s insurance company. The contractor shall immediately communicate to the patient detailed and actionable information to resolve damage claims. The contractor shall be insured and bonded. The contractor shall be completely liable for all vehicle damage while a patient vehicle is in the possession of the valet parking contractor service. All vehicle damage claims brought to the attention of the valet parking contractor shall be immediately investigated and validated claims shall be processed for settlement within 24 hours. All damage claims shall be resolved within twenty (20) working days of the initiation of the claim. All damage claim details shall be included in the monthly report to the COR.

10. Reporting Requirements: The valet parking contractor shall provide formal written reports on company letterhead as follows:

a. Daily Reports: Each day a written report shall be provided to the COR or assistant COR with the number of cars parked by the hour of operation, the number of employees on duty by hour, number of accidents, complaints, and reports of lost or stolen property if any by the hour. This report shall be delivered to the dispatch office daily at 6:00 p.m.

b. Monthly Reports: Monthly reports shall contain the total number of vehicles parked by day, the total number of staff on duty by day, the total number of hours worked by the valet parking employees, details of accidents, lost or stolen items, and traffic stoppage, backups, and jams by day, and the monthly invoice amount. Deliver this monthly report to the COR or assistant COR in Police Service by 12:00 noon the fifth business day of each month.

c. Security Reports: Immediately provide a written report to the Police Service for all line of sight weapons and other contraband noticed in a patient vehicle or in the possession of a patient or escort and packages or weapons or suspicious items left in the valet parking area of operations. Details are required including the day, time, vehicle license number, person’s name if available, and the event that occurred must be included in this report.

11. Demand Management: The contractor will plan to manage 500 to 700 vehicles per day. The volume of Veterans using valet parking should be growing and the contractor should be expected to increase staffing to consistently meet the growing demand. Each valet parking attendant will be able to park/return 15 to 18 vehicles per hour minimum. The contractor should anticipate a growing and varying daily demand therefore employ an on-call pool of parking attendants and staff trained and ready to perform that can be activated on short notice to respond to the varying ups and downs of a growing demand and to fill in during annual and sick leave periods for other employees. This on-call pool will be activated upon the contractor receiving notice of termination by another employee. The important point is to maintain staffing levels to meet the demand and not experience low staff with high demand for parking. The objective is no traffic jams in valet parking. Traffic jams in valet parking are unacceptable and unsafe.

DESIGNATED VALET PARKING LOTS.

The JHQVAMC designated valet parking lots N and O are to be used for the valet parking service. Lots N and O are fenced and gated. More spaces can be made available when performance demonstrates the requirement. The contractor shall maintain control of vehicles parked in designated valet parking lots in order to maximize the space available and facilitate smooth operations. The contractor is responsible for control of and monitoring flow in and around these parking lots. Valet parking contractor employees are not authorized to park their privately-owned vehicles in valet parking lots.

FACILITIES.

1. The Government will provide a valet parking booth, covered walkway around the valet parking staging area, telephone in the booth and outside the booth (only local calls are authorized), parking lots, keys/gate switches for the valet parking operations, wheel chairs, traffic flow signage, and 18 wall lockers 2 rows of 9 double stacked. JHQVAMC will provide snow removal and deicer to promote safe operations area during winter months. The government is responsible to maintain the equipment they provide. No alterations to the parking lots or parking lot striping shall be permitted. If parking lot alterations are required, the contractor shall notify the COR or the CO in writing with the recommended changes. If the recommended changes are approved by JHQVAMC, the contractor shall be notified in writing by the CO.

2. The valet parking contractor will provide locking key cabinet(s), office supplies and material, large umbrellas, and miscellaneous items necessary to operate an efficient valet service.

HOURS OF OPERATION.

Valet parking contractor shall be operational on or before the hours of 6:45 a.m. to 6:00 p.m., Monday through Friday, except federal holidays.

Listed below are the ten national holidays:

When a holiday falls on a Sunday, the following Monday shall be observed as a legal holiday by U.S. Government agencies. When a holiday falls on a Saturday, the preceding Friday shall be observed as a legal holiday by U.S. Government agencies. Also included would be any other day specifically declared by the President of the United States as a National Holiday. Every day at closing the valet parking site supervisor or designee will deliver the remaining patient vehicle keys to the Police Service Dispatch Office, located in building 204 co-located with the Emergency Department, for vehicles still parked in the valet parking lots at 6:00 pm, valet parking closing time. The valet parking contractor is responsible for vehicle key accountability 100% of the time. The Contractor shall be notified in advance of any special events which might cause parking problems as a result of additional patients, patrons, or visitors to JHQVAMC. The Contractor shall provide increased staffing or staff the demand during these periods.

STAFFING.

The valet parking contractor shall provide competent, fully trained and professional valet parking employees to perform the valet parking service. Valet parking employees will not be confrontational with patients or members of the JHQVAMC staff, mistreat patient’s property, or members of the JHQVAMC staff, and should an incident occur the valet parking site supervisor or assistant shall call Police Service, the COR or the assistant COR for immediate assistance and reporting. Valet parking contractor employees shall not accept tips, gifts, any gratuities, or other services from anyone, including patients or members of the JHQVAMC staff, and shall receive all compensation from the valet parking contractor their employer via direct deposit. Valet parking employees will store their cell phones, not on their person, while on duty and not use them unless they are on break or at lunch. The Contractor shall assume full responsibility for the protection of its personnel furnishing services under this contract, such as providing Workers’ Compensation, professional liability insurance, health examination and social security payments. Payment for any leave, including sick leave or vacation time is considered the responsibility of the Contractor. The Contractor shall follow all existing local, state, federal employment laws and union regulations relevant to fringe benefits and premium pay for their employees. Such personnel shall not be considered VA employees for any purpose. Cost quoted in the solicitation is all-inclusive of all incidental costs including housing, transportation and premium payments for applicable insurance coverage. The contractor will provide a site supervisor from 6:45am to 6:00pm Monday thru Friday and as many professional parking attendants as the demand requires to ensure timely patient vehicle parking service, traffic control, safety, and security in the valet parking area of operations and parking lots.

SURVEILLANCE/QUALITY ASSURANCE.

The Contractor shall be responsible for complying with all appropriate regulations and guidelines of the Occupational Safety and Health Administration (OSHA), Department of Transportation, and any other pertinent federal, state, and local policy relating to the herein mentioned work or valet parking services. The government has the right to surveil performance under this contract at any time. No schedule of surveillance will be established or communicated with the contractor. Surveillance will be accomplished by the COR or assistant COR or their appointed member of the JHQVAMC staff. Surveillance maybe done in locations that overlook the valet parking site or in person directly located in the valet parking area of operations or by camera. Specific or general surveillance can be conducted. All surveillance conducted in a month will be included in the monthly Quality Assurance Surveillance Plan.

GENERAL INFORMATION. The contractor shall ensure all contract employees provide the following documentation:

1. Purified Protein Derivate (PPD) Skin Test: Annual test is required. Individuals must provide documentation of receiving the PPD skin test.

2. Annual Flu Shot – Annual flu shot is required. Individuals must provide documentation of receiving the annual flu vaccine or wear a mask during duty. It shall be the responsibility of the contractor to provide documentation of the above prior to assignment or hiring and during employment.

3. Drug/Alcohol Policy: Contractor shall ensure that all valet parking staff performing under this contract complies with the JHQVAMC alcohol and drug free workplace policy. The contractor shall be expected to conduct random alcohol and drug tests on all valet parking staff. Random alcohol and drug tests shall be conducted at least once a year on each employee performing under the resulting contract. Valet parking staff shall also be subject to drug and alcohol testing when reasons exist to suspect the use of drugs and alcohol while on duty that impaired judgment, performance, operation of vehicles and the safety of Veteran patients, VA employees, visitors, voluntaries and other valet parking staff. Upon request, the contractor shall be expected to provide evidence or copy of the results of employee drug and alcohol testing.

4. Monthly Invoice Requirement:

The invoice shall be itemized to include the information listed below. Incomplete and incorrect invoices shall be returned for correction.

(1) Invoice Number and Date

(2) Contract Number

(3) Purchase Order/Obligation Number

(4) Line item from Schedule of Service associated with each charge

(5) Net Payment Due

(6) The specific period of time/dates the invoice is issued to cover.

Contractor shall submit original invoice with pre-printed company name. For the Government invoice/billing address information, reference Contract Administration Data section.

SECTION C - CONTRACT CLAUSES

C.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

C.2 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016)

(a) Definitions. As used in this clause— Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures. (1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of Clause)

C.3 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…