36C24919Q0299-001.docx

36C24919Q0299

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

614-19-2-260-0007 36C24919Q0299 05-31-2019 Craig S. Ziegemeier 615-225-6337 06-13-2019

2PM CT

90C Department of Veterans Affairs Network Contracting Office 9 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129 X X 721110 $32.5 Million N/A X Department of Veterans Affairs VA Medical Center Memphis 1030 Jefferson Avenue Memphis TN 38104 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 HOPTEL (hotel/motel) Services for VA Medical Center Memphis - Veteran Patients Awaiting Morning Appointments.

This IDIQ will cover a Period of Performance of 7/1/2019 - 6/30/2024 with the following ordering periods:

Ordering Period 1: 07/01/2019 through 06/30/2020 Ordering Period 2: 07/01/2020 through 06/30/2021 Ordering Period 3: 07/01/2021 through 06/30/2022 Ordering Period 4: 07/01/2022 through 06/30/2023 Ordering Period 5: 07/01/2023 through 06/30/2024 Note: The FAR provision 52.209-7(b), quoters must check either has or [ ] does not have current active Federal contracts and grants with total value greater than $10,000,000.00 or the quoter will be considered non-responsive.

Wage Determination WD 15-4673 (Rev.-9) 5-1-2019 is applicable to Ordering Period 1.

X X X Craig S. Ziegemeier

NCO916L2-4506

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 36C249 Craig S. Ziegemeier 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

All unit prices are firm-fixed priced.

The guaranteed minimum amount for this contract will be $2,000.00. The maximum capacity of this contract is $1,900,000.00.

ITEM INFORMATION

VAMC Memphis HOPTEL Services to lodge veterans and their families who live outside the 50-mile radius.

Quotes must be all inclusive pricing. The daily estimate is up to 8 rooms per day. The monthly estimate is 160 rooms per month. Yearly estimate is 1,920 rooms per year

Ordering period 1: 07-01-2019 through 06-30-2020

VAMC Memphis HOPTEL Services to lodge veterans and their families who live outside the 50-mile radius.

Quotes must be all inclusive pricing. The daily estimate is up to 8 rooms per day. The monthly estimate is 160 rooms per month. Yearly estimate is 1,920 rooms per year

Ordering period 2: 07-01-2020 through 06-30-2021

VAMC Memphis HOPTEL Services to lodge veterans and their families who live outside the 50-mile radius.

Quotes must be all inclusive pricing. The daily estimate is up to 8 rooms per day. The monthly estimate is 160 rooms per month. Yearly estimate is 1,920 rooms per year

Ordering period 3: 07-01-2021 through 06-30-2022

VAMC Memphis HOPTEL Services to lodge veterans and their families who live outside the 50-mile radius.

Quotes must be all inclusive pricing. The daily estimate is up to 8 rooms per day. The monthly estimate is 160 rooms per month. Yearly estimate is 1,920 rooms per year

Ordering period 4: 07-01-2022 through 06-30-2023

VAMC Memphis HOPTEL Services to lodge veterans and their families who live outside the 50-mile radius.

Quotes must be all inclusive pricing. The daily estimate is up to 8 rooms per day. The monthly estimate is 160 rooms per month. Yearly estimate is 1,920 rooms per year

Ordering period 5: 07-01-2023 through 06-30-2024

Ordering officers (OOs) will be authorized to place orders against this contract. The Contracting Officer (CO) will furnish the Contractor with the names of individuals authorized as OOs, by separate memorandum upon issuance of the contract. When OOs are added after award, the CO will furnish the Contractor with the names of individuals authorized as OOs, by memorandum upon OO appointment. OOs are responsible for issuing and administering orders placed under this contract. OOs have no authority to modify any term of this basic contract. Any deviation from the terms of the basic contract must be approved in writing by the CO responsible for this contract. The Contractor shall accept orders against this contract only from the CO and/or authorized OOs. Fulfilling orders from persons other than the CO or OO may result in loss or delay in payment for supplies/services provided under such orders.

B.3 PERFORMANCE WORK STATEMENT

SCOPE

1.0 GENERAL

1.1 The contractor shall furnish rooms to Veteran beneficiaries and allowed guests as referred by authorized personnel of the Memphis Veterans Affairs Medical Center (VAMC), 1030 Jefferson Avenue, Memphis, TN 38104. The Contractor shall provide fully furnished hotel or motel rooms weekly (the amount of hotel/motel rooms requested will vary based on daily VA lodging need, with the exception of Contractor black-out dates due to pre-scheduled local area events). The fully furnished hotel/motel rooms will include contractor provided utilities. The hotel/motel rooms shall comply with all city, county and state building codes and ordinances applicable to the ownership and operation of the building in which the rooms are located. Rooms shall comply with the applicable NFPA 101, 2000, Chapter 29.

1.2 Lodging facilities must be located within seven (7) miles of the Memphis VAMC located at 1030 Jefferson Avenue, Memphis, TN 38104.

2.0 SCOPE

2.1 The contract shall be for a period of five (5) ordering periods. The Memphis VAMC shall be able to take occupancy of the rooms no more than 14 calendar days following the award of the contract and rooms must be in full compliance with all requirements of the contract by that date. Daily room rates shall include all fees and any other no-charge services offered to guests such as shuttle service and or a continental breakfast when available. If shuttle services are available, the hotel shall provide shuttle services to VA patients from 6:00 a.m. through 11:00 p.m. Rate quotes shall not include sales tax. The VAMC is a Federal institution and therefore exempt from paying sales tax.

2.2 The contractor shall reserve eight (8) rooms per night, five (5) with double beds and three (3) king/queen sized beds with a let-out sofa, at the negotiated rates per the contract, 5 days a week, Sunday through Thursday for Veteran beneficiaries and allowed guest(s) of the Memphis VAMC HOPTEL program. Occasionally, additional rooms may be requested to be reserved by authorized personnel of the Memphis VAMC at the negotiated rates per the contract. Reservation of the additional rooms will be based on the contractor’s space availability. The contractor will be paid only for actual rooms nights used in accordance with this contract.

2.3 Each room shall be double occupancy and handicapped accessible or be ADA compliant. Access to rooms shall be from interior hallways that are accessed directly from the front desk/elevator lobby area. There shall be no physical barriers. Rooms shall be in a reasonably quiet or tranquil part of the hotel/motel.

2.4 Breakfast, either full or continental, if available will be provided at no additional charge. On-site parking shall be available at no additional charge.

2.5 The contractor shall allow the occupancy of the room covered by this contract only of the Veteran beneficiary and allowed guest(s) referred by authorized personnel of the Memphis VAMC and will be at the double occupancy rate. Any additional occupants that are not noted as an allowed guest(s) by authorized personnel from the Memphis VAMC are the responsibility of the Veteran beneficiary and shall not lodge at Memphis VAMC’s expense. Authorized personnel or the Administrator Officer of the Day (AOD) will call and inform the contractor of the individual’s name, allowed guest(s), and the arrival date at the contractor’s motel/hotel. Stays will be limited to one night unless additional nights are specifically authorized by the Memphis VAMC. It is the contractor's responsibility to ensure that they have a valid and approved authorization for any Veteran beneficiary and allowed guest(s) occupying a room.

2.6 Services shall be performed 5 days a week, Sunday through Thursday except on any evening preceding a Federal Holiday unless authorized in advance by authorized personnel of the Memphis VAMC. It is agreed by the Contractor that the rooms will be held until 4:00 p.m. each day. All other rooms not reserved by the VA by 11:00 a.m. will be available for the Contractor to place back into their inventory for sale and the VA will not be charged for rooms not used. The contractor shall use its standard check in and checkout times. Applicable holidays are as follows:

1. New Year's Day

2. Martin Luther King's (MLK) Birthday

3. President's Day

4. Memorial Day

5. Independence Day

6. Labor Day

7. Columbus Day

8. Veterans Day

9. Thanksgiving Day

10. Christmas Day

2.7 Personnel of the Memphis VAMC who are authorized to provide referrals to the contractor will be identified following award of the contract and shall be accessible to the contractor from 8:00 A.M. to 4:30 P.M., Monday through Friday at (901) 523-8990 extensions 7796. An AOD will be assigned for any after hours, weekends, holiday referrals, or contractor issues and shall be accessible to the contractor at (901) 523-8990 extensions 7966 or 6123. If the AOD does not answer, call the Memphis VAMC operator and have the AOD paged.

2.8 The Veteran beneficiary’s name, allowed guest(s), and authorized dates and length of stay will be documented on the hotel voucher issued by the authorized personnel of the Memphis VAMC and presented to the contractor by the referred Veteran beneficiary. If a Veteran beneficiary or allowed guest(s) refuses to leave the room, the contractor shall immediately notify authorized personnel of the Memphis VAMC, the AOD, or the Contracting Officer Representative (COR). If a Veteran beneficiary checks in the day before treatment is to be received and decides to leave or check out without prior notice, the contractor shall immediately notify authorized personnel of the Memphis VAMC as eligibility for utilizing the HOPTEL service is tied to the Veteran beneficiary keeping his or her appointment.

3.0 REQUIREMENTS

3.1 If the contractor fails to furnish the required lodging services, the Memphis VAMC reserves the right to obtain the service from another source. The contractor’s performance evaluations will be adversely affected. Contractor’s continued failure to furnish required lodging services may be grounds for termination.

3.2 In the event the Veteran beneficiary is in an emergency of any kind, the contractor shall first contact 911 emergency medical services to respond and then immediately notify authorized personnel of the Memphis VAMC, the AOD, or the COR of the emergency. A list of designated staff and contact information shall be provided to the contractor upon contract award.

3.3 If the Veteran beneficiary is admitted to the Memphis VAMC or any medical center for inpatient medical care, the authorized stay is only valid the first day of check in. Any allowed guest(s) that was residing with the Veteran beneficiary during the authorized period /stay may remain at the contractor’s motel/hotel but at his or her own expense. The Memphis VAMC will not authorize payment for rooms occupied by the Veteran beneficiary’s allowed guest(s) nor will it count toward the contractor's required lodging services as stated in this document per the contract. The Memphis VAMC is not responsible for lost revenues resulting from terminated authorizations.

3.4 The contractor is to submit monthly invoices per the contract’s payment clause instructions. The contractor shall reference the Veteran beneficiary’s name in the invoice, so it may be matched with the Memphis VAMC’s records of authorized stays.

3.5 Ceilings shall be at least 8 feet tall and no more than 11 feet clear from floor to the lowest obstruction. Each room shall have acoustical treatment with a flame spread of "5" or less and smoke development rating of 50 of less (ASTME 84). All type floor coverings shall be clean, free of stains, odor-free, and free of cracks or tears. Shag style carpets used as floor covering shall be ½” or less in length. Exterior doors to rooms shall open into a climate controlled hallway.

4.0 MISCELLANEOUS

4.1 No activity to the building and/or grounds that would cause an increase in dust, dirt or spores to be airborne (i.e., renovation to the building, movement of earth on the grounds) shall take place without the contractor's written notification and confirmed receipt to the Memphis VAMC at least seven (7) calendar days in advance of the event.

4.2 The contractor shall ensure that the premises are free of bugs and pests and provide to the Government monthly a copy of the pest control inspection conducted.

4.3 The contractor shall refer complaints received directly from the Veteran beneficiary to the COR within 2 calendar days. All complaints received by the COR will be forwarded to the Contracting Officer (CO) for documentation in the contract file and shall be promptly investigated within 24 hours upon receipt of complaint. Quality deficiencies identified by the COR shall be remedied promptly by the contractor.

4.4 If at any time the contractor's facilities become unsafe or uninhabitable due to circumstances beyond the contractor's control such as but not limited to severe storms, flooding, renovations, or other extreme weather events, the contractor is responsible for establishing alternative lodging services for the duration of the event. The contractor is responsible for ensuring the quality of the alternative lodging services, that there is no interruption of authorized services, and that all impacted lodgers are provided transportation to the alternative lodging services.

4.5 The contractor shall notify the Memphis VAMC if lodging relocation is required and the alternative lodging arrangements that were established. Verbal notification is required within one (1) hour of the event's origination. Written notification with an accompanying action plan and timeframe for reestablishment of lodging services is required within six (6) hours of the event's origination.

5.0 VA INFORMATION CUSTODIAL LANGUAGE

The following standard Items relate to records generated in executing this contract:

1. Citations to pertinent laws, codes and regulations such as 44 U.S.C. Chapter 21, 29, 31 and 33; Freedom of Information Act (5 U.S.C. 552); Privacy Act (5 U.S.C. 552a); 36 CFR Part 1222 and Part 1228.

2. Contractor shall treat all deliverables under the contract as the property of the U.S. Government for which the Government Agency shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest.

3. Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Government ‘IT’ equipment and/or Government records.

4. Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected by the Freedom of Information Act.

5. Contractor shall not create or maintain any records containing any Government Agency records that are not specifically tied to or authorized by the contract.

6. The Government Agency owns the rights to all data/records produced as part of this contract.

7. The Government Agency owns the rights to all electronic information (electronic data, electronic information systems, electronic databases, etc.) and all supporting documentation created as part of this contract. Contractor must deliver sufficient technical documentation with all data deliverables to permit the agency to use the data.

8. Contractor agrees to comply with Federal and Agency records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.].

9. No disposition of documents will be allowed without the prior written consent of the Contracting Officer. The Agency and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. Records may not be removed from the legal custody of the Agency or destroyed without regard to the provisions of the agency records schedules.

10. Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under or relating to this contract. The Contractor (and any sub-contractor) is required to abide by Government and Agency guidance for protecting sensitive and proprietary information.

It is a requirement for the contractor to complete training course VA10176 due to collection, disclosing, maintaining of the Veteran’s sensitive information.

6.0 PERFORMANCE

6.1 The service requirements are summarized into performance objectives that relate directly by mission essential items. The Performance Threshold briefly describes the minimum acceptable levels of service required for each Performance Objective. These thresholds are critical to the contractor's success.

Attachment 1 HOPTEL Voucher January 10, 1996Memphis VAMC Contract Number _______________ Contractor’s Motel/Hotel Name Contractor’s Address Veteran Beneficiary: _____________________________________________________

Allowed Guest(s): _______________________________________________________

Reservation Confirmation #: _______________________________________________

Authorized Stay Dates: ________________ to _________________ The above-named Veteran Beneficiary and allowed guest(s) have been authorized for lodging for the authorized stay dates at the above referenced motel / hotel at the Memphis Veterans Affairs Medical Center’s (VAMC) expense. The contractor’s standard check-in and check-out times are applicable.

There shall be no additional expenses to the Veteran beneficiary or allowed guest(s) for the lodging. Any expenses incurred beyond the terms of the contract (i.e. room service, damages, entertainment purchases, laundry services, long distance calls, etc.) are not the responsibility of the Memphis VAMC and are the responsibility of the Veteran beneficiary.

If the Veteran beneficiary is in an emergency of any kind, the procedures in paragraph 3.2 of the contract’s statement of work (SOW) shall be followed.

Authorized Personnel’s Printed Name: _______________________________________

Authorized Personnel’s Signature: __________________________________________

· Authorized personnel can be reached Monday – Friday 8:00 A.M. to 4:30 P.M.

Authorized Personnel: (901) 523-8990 extensions 7796 or 7864

· AOD is for after hours, weekends, holidays, issues, etc. and can be reached at:

(901) 523-8990 extensions 7966 or 6123 Attachment 2

VETERAN BENEFICIARY RESPONSIBILITIES

By signing this form, I am confirming that I have read and understand the responsibilities listed below:

1. I am personally responsible for expenses incurred beyond the terms of the contract (i.e. room service, damages, entertainment purchases, laundry services, long distance calls, etc.)

2. Disruptive behavior (i.e. too much noise, theft, vandalism, etc.) could result in my removal from the Memphis VAMC HOPTEL Program.

3. I understand that if have an allowed guest(s), the Memphis VAMC will not be responsible for any expenses incurred (i.e. meals, supplies, any other costs, etc.)

4. I understand that my pets cannot stay with me at the hotel, except for a Licensed Service Animals.

5. If for any reason, I am admitted to the Memphis VAMC or any medical center for medical care, the authorized stay is no longer valid and any allowed guest(s) that are residing with me during the authorized period / stay may remain at the contractor’s motel / hotel but at his or her own expense.

6. I understand that I am personally responsible for my own valuables and clothing.

7. If I require emergency medical care while being lodged, I am responsible for taking appropriate action, such as calling 911 or reporting to the Memphis VAMC’s Emergency Department.

8. I understand that I must provide my own transportation to and from my appointments while being lodged unless provided the motel / hotel. By law, VA transportation can only be provided for those Veterans who meet the eligibility and medical criteria for special mode transportation.

Veteran Beneficiary Printed Name: __________________________________________ Veteran Beneficiary Signature: _____________________________________________

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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 52.252-2 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.3 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 07-01-2019 through 06-30-2024.

(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.4 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 1 room, 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 1,920 rooms;

(2) Any order for a combination of items in excess of 1,920 rooms; 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 30 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.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) 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 one year from the effective date of the last task order.

(End of Clause)

C.6 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.7 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran-owned small business concern or SDVSOB”:

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans or eligible surviving spouses (see VAAR 802.201 Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans (or eligible surviving spouses) or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and control pursuant to 38 CFR 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov); and

(v) The business will comply with subcontracting limitations in 13 CFR 125.6, as applicable

(2) “Service-disabled veteran” means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(b) General.

(1) Offers are solicited only from verified service-disabled veteran-owned small business concerns. Offers received from concerns that are not verified service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a verified service-disabled veteran-owned small business concern.

(c) Agreement. A service-disabled veteran-owned small business concern agrees that in the performance of the contract, the concern will comply with the limitation on subcontracting requirements in 13 CFR §125.6.

(d) A joint venture may be considered a service-disabled veteran owned small business concern if the joint venture complies with the requirements in 13 CFR 125.15, provided that any reference therein to SDVO SBC is to be construed to apply to a VA verified SDVOSB as appropriate.

(e) Any service-disabled veteran-owned small…