36C24922Q0050.docx

36C24922Q0050

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

36C24922Q0050 11-26-2021 Tina Briones Smith 615.225.2742 12-20-2021 4:00

CST

Department of Veterans Affairs Network Contracting Office 9

NCO 9

1639 Medical Center Parkway, Suite 400 Murfreesboro

TN

37129 X X 721110 $35 Million N/A X Department of Veterans Affairs Robley Rex VA Medical Center 800 Zorn Ave.

Louisville

KY

40206 90C Network Contracting Office 9 Department of Veterans Affairs Network Contracting Office 1639 Medical Center Parkway Suite 400 Murfreesboro

TN

37129

90C FSC e-Invoicing 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 HOPTEL (hotel/motel) Services for the Robley Rex VA Medical Center, Louisville, KY.

Anticipated Period of Performance:

Base Period: 4/01/2022 through 09/30/2022 Option Period 1: 10/01/2022 through 09/30/2023 Option Period 2: 10/01/2023 through 09/30/2024 Option Period 3: 10/01/2024 through 09/30/2025 Option Period 4: 10/01/2025 through 09/30/2026 $0.00 See CONTINUATION Page X X Christina B. Smith V914L3-00000 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 Tina Briones Smith Department of Veterans Affairs Network Contracting Office 9

NCO 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-Invoicing 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 STATEMENT OF WORK

1. Lodging Requirements – Hotel shall have a minimum of AAA three-diamond rating, Bed & Breakfast-type facility does not qualify.

A. Seven (7) double-occupancy rooms shall be required of the Contractor for VA lodging services Monday through Thursday evenings. At least two (2) of these rooms per night are to be handicap accessible. An occasional rollaway bed may be requested and is to be provided at no additional charge. The veteran is permitted to have a spouse/significant other or other family member reside in the room with them for the duration of the stay. The rooms are to be held in reserve until 5:00PM each day and released back to the vendor after this time.

B. Two (2) double-occupancy, handicap accessible rooms shall be required of the Contractor for VA lodging services on Sunday evenings. An occasional rollaway bed may be requested and is to be provided at no additional charge. The veteran is permitted to have a spouse/significant other or other family member resident in the room with them for the duration of the stay. The rooms are to be held in reserve until 5:00PM and released back to the vendor after this time.

C. The hotel is to be within a 5-mile radius of the Louisville VA Medical Center, 800 Zorn Ave, Louisville, KY 40206.

D. No rooms shall be required of the Contractor or paid for by the VA on any evening preceding a Federal Holiday unless authorized in advance. Applicable holidays are as follows:

1. New Year's Day

1. Martin Luther King's (MLK) Birthday

1. President's Day

1. Memorial Day

1. Juneteenth National Independence Day

1. Independence Day

1. Labor Day

1. Columbus Day

1. Veterans Day

1. Thanksgiving Day

1. Christmas Day

E. In the event that the VA requires rooms on Friday and/or Saturday evening(s) or additional rooms above the guaranteed Monday through Thursday and Sunday requirements, the Contractor shall be given first right of refusal to provide these services at the contract rate. If the Contractor is unable to provide these additional services at the contract rate, the VA will contact a third party to obtain these services. The Contractor shall not be liable for any costs associated with the third party unless the Contractor failed to provide the required number of rooms.

F. If the Contractor fails to furnish the required lodging services, the VA reserves the right to obtain the service from another source and charge the Contractor with any excess cost that may result there-from. Contractor shall provide signed written documentation with an explanation when contract services are unavailable and VA will issue a Bill of Collections for any excess costs incurred during the referenced timeframe. Failure to pay as charged within timeframes specified in the Bill of Collections will result in cost deduction from the next month's invoice.

G. The lodging authorization is only valid for the authorization period or while the veteran remains under outpatient medical care. In the event that an authorized veteran is admitted to the VA or any medical center for inpatient medical care, the authorization is no longer valid. Any spouse/significant other or other family member that has been residing with the veteran during the authorized period may remain in the hotel at their own expense. The VA will not authorize payment for rooms occupied by veteran spouse/significant other or other family member only nor will it count toward the Contractor's required lodging services if the authorized veteran is admitted for inpatient medical care. The VA is not responsible for lost revenues resulting from terminated authorizations. It is the Contractor's responsibility to ensure that they have a valid authorization for any veteran occupying a room.

2. Reservation and Authorizations

The VA Lodging Coordinator shall be responsible for establishing lodging reservations during the administrative hours of 8:00 a.m. and 4:30 p.m. Monday through Friday. The VA Administrator-on-Duty (AOD) shall be responsible for establishing lodging reservations during non-administrative hours. A list of VA staff approved to authorize said services shall be supplied to the Contractor upon award of contract and updated at least annually.

3. Billing and Payment

A. The contract price shall include local telephone calls, onsite parking, complimentary breakfast, and daily changing of linens and cleaning. Any expenses incurred above and beyond those included in the lodging (i.e. unauthorized meals, damages, movies, room service, long distance telephone calls, etc) are the responsibility of the veteran.

B. Invoices shall be submitted monthly, in arrears, listing each day lodging services were provided for the previous month. The monthly invoice shall contain at least the following information:

1. Contract number

1. Invoice identification number

1. Date and associated charges for each day of lodging services to include patient names

C. The monthly invoice shall be submitted electronically for processing:

Invoice Setup Information 1-877-489-6135

D. A copy of the monthly invoice as well as an itemized invoice shall be sent to the address listed below for review and reconciliation of payment.

The itemized invoice shall contain at least the following information:

1. Contract number

1. Invoice identification number

1. Date and associated charges for each day of lodging services to include patient names

4. Customer Service and Quality Assurance

A. The COR will monitor services provided and shall have the right to inspect rooms or services made available to the veteran for quality and accessibility at any time. Contractor shall cooperate with the COR by providing information and answering questions in a timely manner when requested.

B. Contractor shall refer complaints received directly from the customer(s) to the COR. All complaints received by the COR and forwarded to the Contractor shall be investigated promptly. Quality deficiencies identified by the COR shall be remedied promptly by the Contractor. The COR may forward all complaints and/or quality deficiencies to the Contracting Officer for appropriate follow-up and documentation to be completed by the Contractor as the COR deems necessary.

C. After investigation and disposition, Contractor shall respond to the Contracting Officer within five (5) working days after receipt by the Contractor. Any substantiated complaint of abuse or neglect by the Contractor's staff or representative or unresolved quality deficiency that jeopardizes customer(s) safety shall be grounds for termination of the contract.

4.1 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.

5. Lodger Relocation

A. In the event that 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, 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.

B. The Contractor shall notify the VA Lodging Coordinator of the event that required lodger relocation and of what alternative arrangements were established. Verbal notification is required within six (6) hours of the event's origination. Written notification with an accompanying action plan and timeframe for reestablishment of lodging services is required within twenty-four (24) hours of the event's origination.

C. Any cost in excess of the schedule of services incurred by the Contractor may be submitted to the VA for consideration of payment. Absolutely no requests for changes will be made without first consulting with the Contracting Officer. Payment determination of excess costs will be based on the circumstances surrounding the event and the availability of alternative resources at the Contractor's disposal.

6. Operation Requirements

A. The Contractor shall obtain and maintain all necessary licenses and/or permits required for operations. He/she shall take all reasonable precautions to protect person and property from injury, damage, or loss as a result of the Contractor's employees' fault and/or negligence.

B. The Contractor shall obtain and maintain personal liability and property damage insurance as required by the laws of the state in which the Contractor operates. Before award of contract, the contractor shall furnish to the Contracting Officer a certificate of insurance which shall contain an endorsement to the effect that cancellation of, or any material change in, the policies which adversely affect the interests of the Government in such insurance shall not be effective unless 30 days written notice of cancellation or change is furnished to the Contracting Officer. The Contractor shall carry the following types and minimum amounts of insurance coverage throughout the term of this contract:

1. Liability: Workers compensation and employers liability. Contractors are required to comply with applicable Federal and State Workers Compensation and occupational disease statutes. Employer's liability coverage of at least $100,000 shall be required.

1. General Liability: Bodily injury liability insurance coverage written on the comprehensive form of policy of at least $500,000 per occurrence.

C. It is agreed that any negligence of the Government, its officers, agents, servants, and employees, shall not be the responsibility of the Contractor hereunder with the regard to any claims, loss, damage, injury, and liability resulting there from.

7. Nondiscrimination in Services Provided Beneficiaries

The Contractor agrees to provide all services specified in this contract regardless of race, color, religion, sex, or national origin of the person for which services are authorized or those in attendance with the authorized party.

8. Q & A from Sources Sought Notice:

1. Is there a monetary cap for this contract? Based on the hotel often provides set "military" rates that are sometimes better or worse throughout the years. This based on certain events such as the Kentucky Derby weekend. Hence, is there a specific rate per room the VA is looking to obtain? I understand you might not be able to answer that question. Cannot say (CO)

2. The hotel needs the history of the actual number of rooms used per day. Is there any history on this you can shed light on? In hotel language this is known as a room pick up report. This year 111 used.

3. Is there an ability to contract for less than 7 rooms per day, maybe 2 or 3? If more rooms are needed on any given day and there is availability, in order to adjust the number of reserved rooms. Yes, it will most likely be less than 7 rooms per day, perhaps 2 rooms per day.

4. Based on the previous question... obviously, during the Kentucky Derby Weekend business is heavy. This is always the first Saturday of May. Is there a need for rooms during that time? Not really.

5. Can rooms be released 24-48 hours prior to arrival vs day of arrival? Yes. 24 hours is what the service has been doing.

6. Does the VA require reservations to be made for each individual each day or is the contract to block-out seven rooms for the entire length of the contract? I suspect the latter. If reservations are required by the VA, do the individuals themselves call in or would you prefer we create a link for each person so they can make the reservations on line? The reservations are done through Benetravel staff. The veteran just has to come and pick up paperwork.

7. Per Statement of Work and specifically regarding Friday and Saturday occupancy…. are there any issues / hesitations for the rooms being occupied with other guests during that time frame? No.

8. Can a Bed and Breakfast be utilized to fill this contract? Or, is the requirement only for a hotel? Requirement only for hotel.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Five (5) double-occupancy rooms, two (2) of which must be handicap accessible Monday through Thursday night Contract Period: Base POP Begin: 10-01-2021 POP End: 09-30-2022

Two (2) double-occupancy, handicap accessible room Sunday night Contract Period: Base POP Begin: 10-01-2021 POP End: 09-30-2022

Five (5) double-occupancy rooms, two (2) of which must be handicap accessible Monday through Thursday night Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

Two (2) double-occupancy, handicap accessible room Sunday night Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

Five (5) double-occupancy rooms, two (2) of which must be handicap accessible Monday through Thursday night Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

Two (2) double-occupancy, handicap accessible room Sunday night Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

Five (5) double-occupancy rooms, two (2) of which must be handicap accessible Monday through Thursday night Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 09-30-2025

Two (2) double-occupancy, handicap accessible room Sunday night

POP Begin: 10-01-2024 POP End: 09-30-2025

Five (5) double-occupancy rooms, two (2) of which must be handicap accessible Monday through Thursday night Contract Period: Option 4 POP Begin: 10-01-2025 POP End: 09-30-2026

Two (2) double-occupancy, handicap accessible room Sunday night

POP Begin: 10-01-2025 POP End: 09-30-2026

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:

The quoter shall submit their quote on company letterhead and include the Price/Cost Schedule provided with the Statement of Work. Quoter shall include unit price, total, unit quantity and item description as specified above, as quoted discounts, proposed delivery time, name, address, and telephone number of the quoter, firm’s DUNS# and ORCA document in SAM at www.sam.gov, terms of any express warranty, unit price, overall total price, applicable shipping charges, completed copy of 52.212-3 Quoters Representations and Certifications- Commercial Items, and ORCA document. All prospective quoters must include appropriate references which must include all applicable company information. In addition, the quote shall include a separate narrative to specifically communicate the quoter’s technical ability to meet the performance requirements and VAAR 852.219-10, Limitations of Subcontracting. Submitted licensing and insurance must be in the name of the prime contractor and only the prime contractor.

The quoter should provide past performance evidence. The past performance evaluation results is an assessment of the quoter’s probability of meeting the solicitation requirements. This assessment is based on the quoter’s record of relevant and recent past performance information that pertain to the products and/or services outlined in the solicitation requirements. Past Performance information from the prime contractor is the only Past Performance information that will be considered. Past performance information may be obtained through other sources known to the VA and the Federal Government.

In the case of a quoter without a record of relevant past performance or for whom information on past performance is not available or so sparse that no meaningful past performance rating can be reasonably assigned, the quoter may not be evaluated favorably or unfavorably on past performance. Therefore, the quoter shall be determined to have unknown past performance. In the context of acceptability/unacceptability “unknown” shall be considered “acceptable.”

The following factors shall be used to evaluate quotes:

Price Technical Capabilities Past Performance

Quotes must be received NLT December 20, 2021 by 4:00PM Central Time. Email your quote to Christina.Smith7@va.gov. The subject line must specify “HOPTEL SERVICE” There will be no automated email notification of receipt of quotes. All quotes received without requested documentation will not be considered. Please submit all questions via email NLT December 13, 2021 by 12:00AM Central Time.

The solicitation package will be posted on Contract Opportunities, which can be accessed at https://beta.sam.gov.

The Government will not provide paper copies of the solicitation. Telephone, written, or facsimile requests for the solicitation package will not be honored. All interested parties MUST be registered in the System for Award Management (SAM) Database and have completed On-Line Representation and Certifications Application (ORCA) in order to receive a contract award. If you are not registered with SAM, you may request an application via phone at 866-606-8220 or register on-line at https://www.sam.gov. To keep informed of changes: Check www.fbo.gov frequently. All Veteran Owned Small Business must be registered in Vendor Information Page (VIP), prior to award.

Award will be made on the basis of the quote meeting or exceeding the acceptability standard for the non-price factor. Acceptability Standard: The quoter’s technical narrative demonstrates that the quoter can conform with the requirements as described in the statement of work. The Government will evaluate quotes for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options shall not obligate the Government to exercise the option(s). Before making award, the Contracting Officer will determine whether the proposed price is fair and reasonable in accordance with FAR 13.106-3.

This Request for Quote (RFQ) is issued in accordance with Far 12 and in conjunction with Simplified Acquisition Procedures Far 13.5. Evaluation of price and other factors will be performed in accordance with procedures outlined in FAR 13.106. A single award will be made to the quoter that meets the acceptable past performance and technical capability criteria provided in this RFQ.

Service Disabled Veteran Owned Small Business Set-Aside VetBiz Status and Verification:

The quoter's VetBiz listing must appear at the time quotes are due (VAAR 819.7003(b)) AND at the time of award (rather than “prior to award”). Quoters should also be advised that the “fast-track” re-verification program ended September 30, 2012. Consequently, any quoter appearing in VetBiz at the time quotes are due AND at the time of award but only with the “re-verification” moniker will not be considered and will not be “fast-tracked” for re-verification."

C.2 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)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

(End of Clause) C.4 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS

ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS (OCT 2021) (DEVIATION)

(a) Definition. As used in this clause -

United States or its outlying areas means—

(1) The fifty States;

(2) The District of Columbia;

(3) The commonwealths of Puerto Rico and the Northern Mariana Islands;

(4) The territories of American Samoa, Guam, and the United States Virgin Islands; and

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this contract, for contractor workplace locations published by the Safer Federal Workforce Task Force (Task Force Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

(End of clause) C.5 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[X] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[X] 852.233–70, Protest Content/Alternative Dispute Resolution.

[X] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[X] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.6 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (DEVIATION)

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

(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 802.101, 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 part 74 and is so listed in the Vendor Information Pages (VIP) database (https://www.vip.vetbiz.va.gov); and

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR 121.406 and 125.6, provided that any reference therein to a service-disabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB. The nonmanufacturer rule and the limitations on subcontracting apply to all SDVOSB and VOSB set-asides and sole source contracts.

(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 eligible service-disabled veteran-owned small business concerns. Only VIP-listed service-disabled veteran-owned small business concerns (SDVOSBs) may submit offers in response to this solicitation. Offers received from concerns that are not VIP-listed service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this…