36C24924Q0022_1.docx

36C24924Q0022

COMMUNITY HOPTEL LODGING SERVICE

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.

UEI:

EFT:

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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

36C24924Q0022 12-28-2023 Cecelia Knight-Holton 615-225-5810 01-18-2024

10:00 AM

CST

Department of Veterans Affairs Network Contracting Office 9 (90C)

NCO 9

1639 Medical Center Parkway, Suite 204 Murfreesboro TN 37129 X X 721110 $40 Million N/A X Department of Veterans Affairs James H. Quillen VA Medical Center corner of Lamont and Veterans Way Mountain Home TN 37684 90C Network Contracting Office 9 Department of Veterans Affairs Network Contracting Office (90C) 1639 Medical Center Parkway Suite 204 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 James H. Quillen VA Medical Center (JHQVAMC) requires the use of furnished hotel or motel rooms, an average of 1-15 rooms per night (the amount of hotel/motel rooms requested will vary) based on VA lodging needs daily each month.

The rooms offered shall be within 5-mile radius of JHQVAMC.

Period of Performance: 04/01/2024 - 03/31/2026 This requirement will be an Indefinite Delivery, Indefinite Quantity contract.

This procurement will be a Small Business set-aside.

See CONTINUATION Page X X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C249 Department of Veterans Affairs Network Contracting Office 9 (90C)

NCO 9

1639 Medical Center Parkway, Suite 204 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.

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

B.2 STATEMENT OF WORK

1.0 INTRODUCTION

The U.S. Department of Veterans Affairs requires the use of furnished hotel or motel rooms, an average of 1-15 rooms per night (the amount of hotel/motel rooms requested will vary) based on VA lodging needs daily each month. The rooms offered shall be within a five-mile radius of the James H. Quillen VA Medical Center, corner of Lamont & Veterans Way, Mountain Home, TN 37684.

2.0 SCOPE

2.1 The Contractor shall provide fully furnished hotel or motel rooms an average of 1-15 rooms per night (the amount of hotel/motel rooms requested will vary based on daily VA lodging need, except for Contractor black-out dates due pre-scheduled local area events). The fully furnished hotel/motel rooms will include contractor provided utilities. The hotel/motel rooms shall comply with all city, county and state building codes and ordinances applicable to the ownership and operation of the building in which the rooms are located. Rooms shall comply with the applicable NFPA 101, 2000, Chapter 29. The rooms offered shall be within a five-mile radius of the James H. Quillen VA Medical Center, corner of Lamont & Veterans Way, Mountain Home, TN 37684.

2.2 It is agreed by the Contractor that reserved rooms will be held until 8:00 pm each day. Any of the rooms that are not reserved by the VA will be available for the Contractor to place back in their inventory for sale and the VA will not be billed for rooms not used.

3.0 REQUIREMENTS

3.1 All rooms shall be located in a single hotel or motel. (Hotel rating of 2 stars or above, with preference of a 3-star hotel.)

3.2 Each room shall be on the ground floor or be elevator serviced. Access to rooms shall be from internal hallways (preferred) that are easily accessed from the front desk/elevator lobby area.

3.3 Each room shall be double occupancy and handicapped accessible or be ADA compliant (to include access by Service Animals).

3.4 Rooms shall be in a reasonably quiet or tranquil part of the hotel/motel.

3.5 All rooms will be non-smoking.

3.6 Contractor shall supply all utilities including heat, air conditioning, electricity, water and sewer, local telephone service, and basic television cable service.

3.7 Contractor shall provide each morning a continental breakfast or buffet, if available, at no additional charge.

3.8 On-site parking shall be available at no additional charge.

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

3.10 The Contractor will retain contact information from the member upon check in (Name, address, contact # /info.- verified with valid I.D.) for any/all extra services (extra phone charges, sundries, smoking charges/other damages) or emergency situations. The government incurs no liability in these instances and it is the Contractor’s responsibility to collect these charges from the individual(s).

3.11 It will be the responsibility of the Contractor to provide timely billing invoices in arrears of the month the services were provided on or about the 10th of the month.

3.12 Security: Parking facilities shall be available with adequate lighting.

3.10.0 All entrance doors to rooms shall have interior security locks, either deadbolt or double locking locks.

3.10.1 All exterior doors, with direct accept to guest quarters, will be locked and access controlled.

3.10 Occupancy: The VA must be able to take occupancy of the rooms no later than 14 calendar days following the award of the contract. The rooms must be in full compliance with all requirements of the contract by that date.

3.11 Inspection: The government reserves the right, at any time during the term of the contract, to inspect the premises and all other areas of the building to ensure a safe and healthy work environment for the Government tenants.

3.11.0 All findings of incomplete or unsatisfactory performance will be recorded, verbal notice given, and confirmed in writing. The lodging facility/Contractor will reply in writing, giving the reasons for the unsatisfactory condition, the corrective action taken to prevent recurrence to the COR.

3.12 Room Reservations will be on the following basis:

3.12.0 The Contractor shall allow the occupancy of the room covered by this contract only upon the specific individual referral by the Contracting Officer’s Representative (COR) or staff designated by the COR. The VA will inform the Contractor of arrival date /departure date and obtain a confirmation/reservation number from the Contractor. The COR/staff designee will provide an additional back- up identifier (last initial/birth year) to the Contractor for situations in which the confirmation # is not available by the member at time of check in to identify their reservation/confirmation #.

3.12.1 For this contract, the Contractor shall use its existing check in and check-out times.

3.12.2 The COR or staff designated by the COR will notify the Contractor of when specific individuals will be checking in/ out of the hotel/motel. In the event that a VA referred occupant refuses to leave the room, the Contractor shall immediately notify the COR. Also, in the event that a VA referred occupant checks out of the hotel/motel-without prior notice from the VA the Contractor shall immediately notify the COR or the VA Medical Center Officer of the Day if the check-out occurs in other than normal business hours.

3.12.3 Privacy and Confidentiality. The Contractor agrees to comply with the Privacy Act of 1974 and the agency rules and regulations issued under the Act and the design and development, or operation of any system of records on all Veteran Lodger to accomplish an Agency function. Contractors to the Department of Veteran Affairs may be unintentionally exposed to sensitive information. Information may be overheard, seen on documents or electronic devices, or observed that could potentially violate the privacy and confidential of our Veteran, employees, volunteers, and their families. Regulations such as, but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA, Freedom of information Act (FOIA ad Privacy Act of 1974 have been enacted to protect sensitive information from being improperly disclosed. Information should not be divulged or released to anyone unless specifically authorized by this contract or its’ attached documents in accordance with contracted services. Failure to comply with applicable statues and regulation can result in termination of this contract and civil and criminal penalties, including fines and imprisonment. All suspected or actual breeches of privacy and confidentiality should be reported immediately to the Contract Officer, Contracting Office Representative (COR) or the Facility Privacy Officer.

3.13 The Contractor shall submit an invoice to the VA for payment for all rooms covered by this contract monthly in arrears. The invoice shall be for the actual number of rooms reserved in the previous month. Submit invoices to the following address:

3.14 DAILY ROOM SERVICE: Daily room service shall be provided each room on the following basis:

3.14.0 If the previous night's occupant is different from the VA referred occupant for the next night, the bed linens will be changed daily as the room occupants change.

3.14.1 Daily services include, but are not limited to, room cleaning, bed making, linen change (as required) and replacement of soap/towels, sanitized drinking glasses, facial tissues/other.

4.0 GENERAL BUILDING REQUIREMENTS & SPECIFICATIONS

4.1 Heating and Cooling Requirements:

4.1.0 Each room shall have permanently installed, functioning cooling and heating system with thermostatic control.

0. All cooling and heating devices and appliances shall be an approved type in good and safe working order and shall meet all installation and safety codes.

0. Contractor shall maintain all appliances and utility systems.

0. Electrical and Lighting Requirements:

4.2.0 Every room shall be provided with not less than two electrical receptacle outlets and electric light fixtures in accordance with the Furniture and Accessories section of this solicitation.

1. Every toilet room, bathroom, laundry room, furnace room, public hallway, porch, and flight of stairs between stories shall contain at least one (1) supplied electric light fixture. Where an interior stairway or public hallway changes in direction, more than one (1) supplied electric light fixture is required.

1. All electrical equipment, wiring and appliances shall be of an approved type, in good and safe working order and shall meet all installation and safety codes.

0. Sanitation Requirements: All plumbing fixtures shall be trapped and vented and connected to an approved sanitary sewer. All sanitary facilities, fixtures, equipment, structures, and premises shall be of an approved type, in safe and sanitary condition and in good working order and meet all installation and safety codes.

0. Telephone Service Requirements:

4.4.0 Contractor shall provide local area, touch tone, telephone service for each room. The telephone service shall be capable of long-distance telephone service when long distance calls are placed using a telephone calling card or other telephone charge method.

0. Contractor shall provide one telephone in each room.

0. Telephone service shall be equipped with voice messaging system or front desk message service.

0. Interior Space Requirements: Standard lodging facility bedrooms will have a bed for an occupant that contains a pillow, tow sheets, mattress, mattress pad or cover, blankets, spread, wall to wall carpeting (desired) or other floor covering, a wall switch near the entrance door for at least one lamp, incandescent table or wall mounted lights for each bed, color TV, closet or hangar space, smoke detectors, individual thermostats, telephone, bathrooms with vanity, mirror, light with grounded electrical outlet, and exhaust fan/privacy outside window.

4.5.0 Rooms shall be constructed and finished to provide good light and sound attenuation. All piping and wiring must be enclosed.

1. All finishes (walls and ceiling) should be free from damage, scars, marks, dirt and dust. Vents and surrounding finishes must be free of dirt and dust.

1. Ceilings and walls shall be finished in paint or wall coverings.

1. All floors in living and sleeping areas shall have a clean, serviceable covering.

1. All windows shall be provided drapes with blackout lining, shades or blinds.

1. Sufficient electrical outlets shall be available. All electrical cords, bulbs, lights and switches shall be operational and free from defects.

1. All entrance doors shall have interior security locks, either deadbolt or double locking locks. All doors shall be free from holes, dents or other physical defects.

1. Smoke and fire protection systems must be installed and meet federal, state or local fire codes.

1. Bathrooms must be constructed to provide convenient sanitary facilities. Wash basin and shower tub areas shall have a vanity table, a large lighted mirror, stopper devices, soap dishes, towel bars/hooks and grounded electrical outlets conveniently located for use of electric razors/hair dryers/etc. Loose, missing or badly worn/damaged wall tiles, floor tiles, fixtures or accessories are unacceptable. The fixtures controlling the flow of water must not be cracked or leaking and shall operate properly to maintain a constant, adequate flow and temperature. Bathrooms must have a working exhaust fan or alternative for adequate ventilation. The shower or shower/tub combination shall have shower doors or curtains.

0. Fire Safety:

0. Buildings in which space is offered shall be evaluated in accordance with latest editions of the National Fire Codes and Uniform Building Code.

4.6.1 Equipment, services, or utilities furnished, and activities of other occupants shall be free of safety, health, and fire hazards. When hazards are detected, the contractor shall promptly correct hazards.

0. Maintenance of contractor-owned fire extinguishers shall be provided by the contractor in, accordance with NFPA Standard No: 101.

0. As required by code, smoke detectors/alarms shall be installed in each room, office, storage area, hallways, and other common areas.

4.7 Asbestos- No asbestos containing fireproofing or insulation on building structures, acoustical treatment, molded or wet-applied ceiling or wall finishes/decorations, will be permitted.

4.8 Wheelchair Accessibility: Rooms and common areas such as lobby, hallways and laundry room shall be ADA compliant.

4.9 Elevators: If elevators are a part of the room complex, they shall conform to the latest requirements of the American National Standard A171 and Al71a Safety Code for Elevators, except for elevator emergency recall and shall be inspected and maintained in accordance with American National Standard A17.1, Inspector's Manual for Elevators, or equivalent local code. The elevators shall also comply with local codes and ordinances.

4.10 Miscellaneous:

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

4.10.1 If the building is partially or totally destroyed or damaged by fire or other casualty so that the space is untenantable as determined by the Government, the government may terminate the contract upon 15 calendar days prior notice to the contractor and no further payments will be due.

4.10.2 The Contractor shall maintain the premises, including the building and all equipment, fixtures, and appurtenances furnished by the contractor under this contract, in good repair and tenantable condition.

4.10.3 In the event the Contractor fails to perform any service, to provide any item, or meet any requirement of this lease, the Government may perform the service, provide the item, or meet the requirement either directly or through a contract. The Government may deduct any costs incurred for the service or item, including administrative costs, from the payments.

4.10.4 The C&A requirements do not apply, and that a Security Accreditation Package is not required.

5.0 DELIVERABLES

5.1 FURNITURE AND ACCESSORIES:

5.1.0 Each room shall comply with the following general room requirements:

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

5.1.2 General Furniture Package

(1) All furniture shall be in good general condition; shall be clean; free of stains and odors; and have no tears or rips in the fabric coverings. Non-upholstered furniture surfaces shall be free of scratches, broken surfaces, splinters, free of stains, and clean.

(2) Each double size bed shall be supplied with the proper bed linens which will be freshly cleaned, free of stains, odors, tears, and in good condition.

The following minimum furnishings are required:

5.1.2.0 Lamp- 1 per desk or writing table

5.1.2.1 Chair, occasional

5.1.2.2 Clothes storage drawers

5.1.2.3 Mirror

5.1.2.4 Table, night, with lamp and alarm clock

5.1.2.5 Desk or writing table with chair

5.1.2.6 Luggage rack

5.1.2.7 Trash containers- one in living area and one in bathroom

5.1.2.8 Color television and radio

5.1.3 Bathrooms must be properly cleaned with all the necessary accessories.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Community Hoptel Service is used to lodge Veterans and their caregivers who live outside the 50 mile radius, have an early morning app't and/or financial hardship. We no longer have hoptel on station.

ESTIMATED ROOMS PER MONTH: 140x12=1,680 ROOMS PER YEAR.

PERIOD OF PERFORMANCE: 04/01/2024 - 03/31/2025.

Contract Period: Base POP Begin: 04-01-2024 POP End: 03-31-2025 PRINCIPAL NAICS CODE: 721110 - Hotels (except Casino Hotels) and Motels PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Community Hoptel Service is used to lodge Veterans and their caregivers who live outside the 50 mile radius, have an early morning app't and/or financial hardship. We no longer have hoptel on station.

ESTIMATED ROOMS PER MONTH: 140x12=1,680 ROOMS PER YEAR.

PERIOD OF PERFORMANCE: 04/01/2025 - 03/31/2026.

Contract Period: Option 1 POP Begin: 04-01-2025 POP End: 03-31-2026 PRINCIPAL NAICS CODE: 721110 - Hotels (except Casino Hotels) and Motels PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

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SECTION C - CONTRACT CLAUSES

C.1 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (NOV 2021)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

C.2 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 1 room, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of 3360 rooms;

(2) Any order for a combination of items in excess of 5040 rooms; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 30 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.3 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 01/31/2026.

(End of Clause)

C.4 52.216-18 ORDERING (AUG 2020)

(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 02/01/2024 through 01/31/2026.

(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) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause) C.5 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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; 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)

C.6 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.7 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 30 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 one (1) year.

(End of Clause)

C.8 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2020)

(a) Definition. Small business concern, as used in this clause—

(1) 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.

(2) Affiliates, as used in paragraph (a)(1) of this clause, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

(b) Applicability. This clause applies only to—

(1) Contracts that have been totally set aside 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…