36C24919Q0460-001.docx

36C24919Q0460

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

36C24919Q0460 08-20-2019 Michael Brown 615-225-5975 09-03-2019

10:30 CST

90C Department of Veterans Affairs Network Contracting Office 9 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129 X X 492110 1500 Employees N/A X Department of Veterans Affairs

VAMC

Troy Bowling campus 1101 Veterans Drive Lexington KY 40502 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 The Lexington VAMC is seeking a contractor to perform Labratory specimen courier service for four (4) Community Based outpatient Clinics (CBOC) per Performance of Work Statement in section B.3.

Read the addendum to 52.212-1 for instructions concerning visiting the locations, submitting questions and quotes.

Please Note: THIS REQUIREMENT IS A SDVOSB SET ASIDE.

THE CONTRACTOR MUST BE REGISTERED IN VETBIZ.GOV TO BE

CONSIDERED FOR AWARD.

See CONTINUATION Page X X David B. Milner Jr.

Contracting Officer 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 David B. Milner Jr.

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

The contractor shall furnish materials, supplies, and equipment necessary to facilitate transportation of the laboratory specimens as required by laboratory accreditation guidelines and OSHA safety standards for Category B Infectious Substances per the Performance Work Statement in section B.2. These must include but are not limited to:

For clinic locations, Insulated, leak proof, rigid transport containers/packages as described in Title 49 Code of Federal Regulations (CFR) 173.199. (Containers used between VA campuses in Lexington are supplied and owned by the VA.) per Section B.3.

The contractor's minimum guaranteed amount is $28,875.00 Calculated utilizing half of the first ordering period IGCE.

The contractor's maximum amount is $400,000.00 Calculated by 52.217-8 six-month amount based on last Ordering Period IGCE and add 3 months for continuity services plus 20% of the total-$381,267.31, rounded Ordering Periods: The contract will have five ordering periods as listed in the price schedule below. Task orders may only be placed by NCO-09 contracting officers The contractor shall only invoice for actual number of trips. The estimated quantities listed in the Table below are not guaranteed amounts.

Number of Estimated Trips was calculated utilizing https://www.timeanddate.com/date/workdays.html.

ITEM INFORMATION

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 300 Medpark Dr, Somerset, KY 42503 per performance work statement in section B.3.

Ordering Period 1 POP Begin: 10-01-2019 POP End: 09-30-2020

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 333 Beacon Hill Dr., # 100, Morehead, KY 40351 per performance work statement in section B.3.

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 210 Black Gold Blvd, Suite 107 Hazard, KY 41701 per performance work statement section B.3.

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 209 Pauline Dr. Berea, KY 40403 per performance work statement of work in section B.3.

Provide courier service of patient specimens as required (Monday through Friday 4:30pm – 8:00am and all-day Saturday and Sunday, including federal holidays), from VA Sousley Campus 2250 Leestown Road, Lexington, KY 40511, delivered to 1101 Veterans Drive, Lexington, KY 40502-2236 room B102. per statement of work in section B.3.

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 300 Medpark Dr, Somerset, KY 42503 per performance work statement in section B.3.

Ordering Period 2 POP Begin: 10-01-2020 POP End: 09-30-2021

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 333 Beacon Hill Dr., # 100, Morehead, KY 40351 per performance work statement in section B.3.

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 210 Black Gold Blvd, Suite 107 Hazard, KY 41701 per performance work statement section B.3.

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 209 Pauline Dr. Berea, KY 40403 per performance work statement of work in section B.3.

Provide courier service of patient specimens as required (Monday through Friday 4:30pm – 8:00am and all-day Saturday and Sunday, including federal holidays), from VA Sousley Campus 2250 Leestown Road, Lexington, KY 40511, delivered to 1101 Veterans Drive, Lexington, KY 40502-2236 room B102. per statement of work in section B.3.

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 300 Medpark Dr, Somerset, KY 42503 per performance work statement in section B.3.

Ordering Period 3 POP Begin: 10-01-2021 POP End: 09-30-2022

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 333 Beacon Hill Dr., # 100, Morehead, KY 40351 per performance work statement in section B.3.

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 210 Black Gold Blvd, Suite 107 Hazard, KY 41701 per performance work statement section B.3.

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 209 Pauline Dr. Berea, KY 40403 per performance work statement of work in section B.3.

Provide courier service of patient specimens as required (Monday through Friday 4:30pm – 8:00am and all-day Saturday and Sunday, including federal holidays), from VA Sousley Campus 2250 Leestown Road, Lexington, KY 40511, delivered to 1101 Veterans Drive, Lexington, KY 40502-2236 room B102. per statement of work in section B.3.

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 300 Medpark Dr, Somerset, KY 42503 per performance work statement in section B.3.

Ordering Period 4 POP Begin: 10-01-2022 POP End: 09-30-2023

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 333 Beacon Hill Dr., # 100, Morehead, KY 40351 per performance work statement in section B.3.

POP Begin: 10-01-2023 POP End: 09-30-2024

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 210 Black Gold Blvd, Suite 107 Hazard, KY 41701 per performance work statement section B.3.

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 209 Pauline Dr. Berea, KY 40403 per performance work statement of work in section B.3.

Provide courier service of patient specimens as required (Monday through Friday 4:30pm – 8:00am and all-day Saturday and Sunday, including federal holidays), from VA Sousley Campus 2250 Leestown Road, Lexington, KY 40511, delivered to 1101 Veterans Drive, Lexington, KY 40502-2236 room B102. per statement of work in section B.3.

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 300 Medpark Dr, Somerset, KY 42503 per performance work statement in section B.3.

Ordering Period 5

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 333 Beacon Hill Dr., # 100, Morehead, KY 40351 per performance work statement in section B.3.

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 210 Black Gold Blvd, Suite 107 Hazard, KY 41701 per performance work statement section B.3.

Provide courier service of patient specimens between Lexington VAMC Troy Bowling Campus and 209 Pauline Dr. Berea, KY 40403 per performance work statement of work in section B.3.

Provide courier service of patient specimens as required (Monday through Friday 4:30pm – 8:00am and all-day Saturday and Sunday, including federal holidays), from VA Sousley Campus 2250 Leestown Road, Lexington, KY 40511, delivered to 1101 Veterans Drive, Lexington, KY 40502-2236 room B102. per statement of work in section B.3.

B.3. PERFORMANCE WORK STATEMENT

Courier Services for CBOC Laboratory Specimens – VA Lexington (596)

1. INTRODUCTION

Contractor shall provide once daily Monday through Friday (federal holidays excluded).

Pickup and delivery of patient laboratory specimens FROM each of the four (4) VA Community Based Outpatient Clinic (CBOC) sites delivered TO the main laboratory (Pathology & Laboratory Medicine Service) VA Medical Center (VAMC) 1101 Veterans Drive, Lexington, KY 40502-2236 room B102.

a. The CBOC Sites are located at:

300 Medpark Dr, Somerset, KY 42503 333 Beacon Hill Dr., # 100, Morehead, KY 40351 210 Black Gold Blvd, Suite 107 Hazard, KY 41701 209 Pauline Dr. Berea, KY 40403

Contractor shall provide as needed courier service after normal business hours (Monday through Friday 4:30pm – 8:00am and all-day Saturday and Sunday, including federal holidays) for pickup and delivery of patient laboratory specimens from campus to campus.

a. Campus to Campus

Specimens will be picked up from:

VA Leestown Division (LD) 2250 Leestown Road, Lexington, KY 40511

Delivered to:

Main Laboratory (Pathology & Laboratory Medicine Service) VA Medical Center (VAMC), Room B102.

1101 Veterans Drive, Lexington, KY 40502-2236

At the VA clinics, the patient laboratory specimens are packed into a contractor provided transport container/package by VA staff members at each location.

Each packed laboratory specimen transport container is subsequently delivered by the courier contractor to the VAMC Lexington laboratory, where VA laboratory staff unpack container.

VA IT Security System Certification & Accreditation requirements do not apply therefore a Security Accreditation Package is not required.

2. Ordering Periods (OP) and Invoicing:

The contract shall be established as Ordering Periods (OP): with a total of five (5) Ordering Periods and will be awarded as Fixed Price.

This is a five-year indefinite quantity contract divided into five one-year ordering periods. During each ordering period, the contractor shall monitor the amount of funds invoiced and paid compared to the obligated amount. When the invoiced amount reaches 75 percent of the obligated amount, the contractor shall notify the COR and the contracting officer by email, additional funds may be required to complete the ordering period. The email shall include the amount paid and pending payment and the remaining balance of obligated funds. Invoices shall be monthly in arrears. The contractor shall only invoice for actual trips completed. The invoice shall document the trips completed by date for each location

Invoicing will be monthly (12 per year) and “each invoice will be itemized by delivery event”.

3. REQUIREMENTS

The contractor shall furnish materials, supplies, and equipment necessary to facilitate transportation of the laboratory specimens as required by laboratory accreditation guidelines and OSHA safety standards for Category B Infectious Substances. These must include but are not limited to:

For CBOC locations, Contractor shall supply an Insulated, leak proof, rigid transport containers/packages as described in Title 49 Code of Federal Regulations (CFR) 173.199. (Containers used between VA campuses in Lexington are supplied and owned by the VA.)

a. courier personnel performing pickup will have a key in their possession provided by each CBOC to the lockable specimen holding cabinet secured in each CBOC.

b. The laboratory specimens will be prepared and packed in their transport container by VA staff members. The packed laboratory specimen containers will be transported and delivered to the VAMC Lexington laboratory room B102 destination under conditions that preserve specimen integrity and avoid unacceptable delay (see item 4. DELIVERY). Specimens are unpacked by VA laboratory staff.

The contractor shall pick up and deliver the above described rigid transport containers/packages pre-packed with the following types of human laboratory specimen(s):

a. Blood

b. Serum

c. Plasma

d. Urine

e. Miscellaneous body fluids

f. Tissue in 10% liquid formalin preservative

Patient information must be protected in a confidential manner in compliance with Health Insurance Portability & Accountability Act (HIPAA) regulations.

Drivers shall be fully licensed and insured.

Drivers shall be appropriately trained and demonstrate adherence to HIPAA regulations and the requirements for transporting Category B Infectious Substances.

Information documenting fulfillment of these requirements must be provided to the Contracting Officer Representative (COR) upon demand.

4. REFERENCES

College of American Pathologists Laboratory Accreditation Program Standards, Joint Commission Standards for Pathology & Clinical Laboratory Services, HIPAA Regulations.

Title 49 – Transportation – Shippers – General Requirements for Shipments and Packagings Code of Federal Regulations (CFR) 173.199 Category B infectious substances

5. DELIVERY

A. VA CBOC Pickup and Delivery clinic locations:

i. Pickup of each laboratory specimen transport container should be made at or near, but not prior to, close of business, at the following VA CBOC sites

a. Somerset, KY (Pulaski County)

b. Morehead, KY (Rowan County)

c. Hazard, KY (Perry County)

d. Berea, KY (Madison County)

ii. Delivery of each laboratory specimen transport container to the main laboratory VA Medical Center, 1101 Veterans Drive, Lexington, Ky. (Fayette County) located on first floor, room B-102.

iii. Pickup and delivery shall occur Monday through Friday except on federal holidays.

iv. The delivered CBOC laboratory specimen containers shall arrive at the VAMC Lexington, KY main laboratory room B102 before no later than (NLT) 10:30pm EST on the same day they are picked up from the CBOC.

v. Courier contactor personnel responsible for performing each pickup and delivery shall verify the completion of the task by legibly recording information required in the CBOC Pickup and Main Laboratory Delivery logs.

vi. The contractor courier shall must provide telephone contact information so that CBOC and main laboratory personnel can inquire about the disposition/status of pickup and delivery events.

vii. Contractor courier personnel should complete telephone calls that inform VA CBOC Pickup or VA main laboratory Delivery personnel of problems that interfere with the pickup and/or delivery process.

B. Local delivery from Campus to Campus after hours:

i. Pickup of each laboratory specimen transport container should made within one hour of order placed to courier. Delivery must be made within 30 minutes from pickup, regardless of the day or time order placed.

ii. Delivery of each laboratory specimen transport container should be made to the main laboratory VA Medical Center, 1101 Veterans Drive, Lexington, Ky. (Fayette County) located on first floor, room B-102.

iii. Pickup and delivery will occur after normal business hours Monday through Friday (4:30pm – 8am) and all-day Saturday and Sunday, including federal holidays.

iv. Courier contactor personnel responsible for performing each pickup and delivery of laboratory specimens will signify completion of the task by legibly recording information required by the LD pick up log and main laboratory Delivery logs.

v. The contractor courier must provide telephone contact information so that LD personnel and main laboratory personnel can inquire about the disposition/status of pickup and delivery events.

vi. Contractor courier personnel should complete telephone calls that inform VA LD staff and VA main laboratory personnel of problems that interfere with the pickup and/or delivery process.

6. PROGRESSES AND COMPLIANCE

To ensure service is provided at an acceptable quality level (AQL), a review procedure described by the contract’s Quality Assurance Surveillance Plan (QASP) will be applied by the COR prior to approval of the monthly invoice. The COR will use the QASP framework to evaluate the contractor courier’s adherence to the pickup and delivery protocol and fulfillment of the license, insurance, and training requirements.

Page 1 of Page 1 of

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 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.4 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 10/01/2019 through 09/30/2024.

(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.5 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 1410 Trips, 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 $20.000;

(2) Any order for a combination of items in excess of $400,000.00; or

(3) A series of orders from the same ordering office within 5 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 5 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.6 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 09/30/2024.

(End of Clause)

C.7 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

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52.219-6 Notice of Total Small Business Set-Aside (DEVIATION 2019-01).

(a) Definition. Small business concern, as used in this clause, means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the size standards in this solicitation.

(b) Applicability. This clause applies only to—

(1) Contracts that have been totally set aside or reserved for small business concerns; and

(2) Orders set aside for small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).

(c) General.

(1) Offers are solicited only from small business concerns. Offers received from concerns that are not small business concerns shall be considered nonresponsive and will be rejected.

(2) Any award resulting from this solicitation will be made to a small business concern.

(d) Agreement.

(1) For a contract at or below the simplified acquisition threshold, a small business concern may provide the end item of any firm. For a contract exceeding the simplified acquisition threshold and the requirements of paragraphs (d)(1)(i) through (iii) of this clause have not been waived by SBA in accordance with 13 CFR 121.1204, a small business concern that provides an end item it did not manufacture, process, or produce, shall—

(i) Provide an end item that a small business has manufactured, processed, or produced in the United States or its outlying areas;

(ii) Be primarily engaged in the retail or wholesale trade and normally sell the type of item being supplied; and

(iii) Take ownership or possession of the item(s) with its personnel, equipment, or facilities in a manner consistent with industry practice; for example, providing storage, transportation, or delivery.

(2) Paragraph (d)(1) of this clause does not apply to construction or service contracts.

(End of clause)

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52.219-14 Limitations on Subcontracting (DEVIATION 2019-01).

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Definition. As used in this clause— “Similarly situated entity” means a first-tier subcontractor, including an independent contractor, that has the same small business program status as that which qualified the prime contractor for the award, and that is considered small for the NAICS code the prime contractor assigned to the subcontract the subcontractor will perform. An example of a similarly situated entity is a first-tier subcontractor that is a HUBZone small business concern for a HUBZone set-aside or sole source award under the HUBZone Program.

(c) Applicability. This clause applies only to—

(1) Contracts that have been set aside or reserved any of the small business concerns identified in 19.000(a)(3);

(2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(3) Contracts that have been awarded on a sole-source basis in accordance with subparts 19.8, 19.13, 19.14, and 19.15; and

(4) Orders set aside for any of the small business concerns identified in 19.000(a)(3) under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e) Agreement. By submission of an offer and execution of a contract, the Offeror/Contractor agrees in performance of the contract in the case of a contract for—

(1) Services (except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the 50 percent subcontract amount that cannot be exceeded;

(2) Supplies (other than procurement from a nonmanufacturer of such supplies), it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the 50 percent subcontract amount that cannot be exceeded;

(3) General construction, it will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the 85 percent subcontract amount that cannot be exceeded; or

(4) Construction by special trade contractors, it will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities.