36C25021Q0735.docx

36C25021Q0735

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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

541-22-1-2406-0001 36C25021Q0735 06-14-2021 Gary Small 216-447-8300 x49505 07-09-2021

05:00PM

EDT

36C250 Department of Veterans Affairs Network Contracting Office (NCO) 10 6150 Oak Tree Blvd., Suite 300 Independence OH 44131 X X 812320 $6 Million N/A X 36C541 Department of Veterans Affairs Louis Stokes Cleveland VA Medical Center 10701 East Blvd Cleveland OH 44106 36C250 Department of Veterans Affairs Network Contracting Office (NCO) 10 6150 Oak Tree Blvd., Suite 300 Independence OH 44131

To be determined

36C250 Department of Veterans Affairs Financial Services Center Invoices to be Submitted Electronically www.ob10.com/us/en/veterans-affairs// e-Invoice Setup Info Phone 877-489-6135 TX 78714-9971 See CONTINUATION Page See Schedule and Statement of Work for additional information.

Fisher House: Louis Stokes Cleveland VA Medical Laundry Linen Cleaning Base Year: October 1, 2021 through September 30, 2022 Option Year 1: October 1, 2022 through September 30, 2023 Option Year 2: October 1, 2022 through September 30, 2023 Option Year 3: October 1, 2022 through September 30, 2023 Option Year 4: October 1, 2022 through September 30, 2023 See CONTINUATION Page X X Davina J Perry Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: To be determined

b. GOVERNMENT: Contracting Officer 36C250, Davina J Perry Department of Veterans Affairs Network Contracting Office (NCO) 10 6150 Oak Tree Blvd., Suite 300 Independence OH 44131

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.

Department of Veterans Affairs Financial Services Center Invoices to be Submitted Electronically www.ob10.com/us/en/veterans-affairs// e-Invoice Setup Info Phone 877-489-6135 TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE

The estimates provided below are clean dry weights. The contractor is to weigh carts full of CLEAN and DRY linen for billing purposes. ALL CHARGES ARE TO BE BASED ON CLEAN, DRY WEIGHT. ALL NEW LINEN REPLACEMENT AND LOST CHARGES SHOULD BE BASED ON THE INDUSTRY STANDARDS.

The period of performance shall be one (1) base year with four (4) one-year options from the date of award. The contract will be reviewed at least annually to verify use/need and to determine the contract pricing remains fair and reasonable.

Base Year 10-1-2021 through 9-30-2022

Total Price for Base Year/Period

Option Year One 10-1-2022 through 9-30-2023

Total Price for Option Year One

Option Year Two 10-1-2023 through 9-30-2024

Total Price for Option Year Two

Option Year Three 10-1-2024 through 9-30-2025

Total Price for Option Year Three

Option Year Four 10-1-2025 through 9-30-2026

Total Price for Option Year Four

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GRAND TOTAL CONTRACT:______________________________________

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B.3 STATEMENT OF WORK

B.3.1. The contractor shall provide all labor, equipment, supervision, management, supplies bulk carts, exchange delivery carts, transportation, and facilities necessary to perform contractor owned/contractor operated bulk laundry/linen services prepare linen carts to the PARs provided and tasks required under this contract for the Department of Veterans Affairs Hospitality linen service for the Fisher House in a manner that will maintain a satisfactory facility condition as determined by the Contracting Officer Representative (COR). The contract will consist of a base year/period followed by four consecutive option years. Service shall be required two (2) days a week; The contractor shall be responsible for laundering and processing and delivery of all linens, which shall include bath towels, washcloths, shower curtains, sheets, pillowcases, duvet covers, pillow shams, blankets, comforters, mattress pads, and pillows. The Fisher House consists of 2 buildings, 32 bedroom/bathroom/suites and is approximately 16,500 square feet, address:

Fisher House 10521 Lee Ave Cleveland Ohio 44106

B.3.2. All work shall be performed by skilled and trained personnel. The contractor shall provide all necessary labor, travel, supervision, equipment, supplies and coordination.

B.3.3. The contractor shall perform these services in Compliance with Standards for hotel laundry operations (Association of Linen Management) to include Infection Prevention and Control Guide. All services shall be performed by qualified Contractors who are licensed and authorized to perform the work defined herein. It is expected that all tasks shall be performed in a neat, professional manner, to present a professional appearance.

B.3.4. The contractor shall be fully responsible for any repairs and all damage to VA property, which results from the activities, negligence, or carelessness of its employees or subcontractors. All damages shall be immediately brought to the attention of the COR by the end of the workday of occurrences. If damage is not discovered on the day the work is performed, it shall be repaired within 72 hours of notification of the contractor by the VA. In cases of disputes between the COR and the contractor, the contractor shall notify the Contracting Officer, in writing as soon as possible, to avoid any delay in conflict resolution. If the Contracting Officer is not notified in writing within thirty (30) days of the date of the incident, the incident shall be considered to have been resolved to the satisfaction of the contractor.

Contractor’s Personnel B.3.5. Contract Manager/Point of Contact (POC): The contractor shall provide a contract manager who will be responsible for the performance of the contract. The contract manager shall have full authority to act on behalf of the contractor on all contract matters relating to the daily operation of this contract. The contract manager or alternate(s) shall be available during normal business hours and be able to meet, either in-person or telephonically, with VA personnel designated by the Contracting Officer within 24 hours to discuss deficiencies.

B.3.6. Contractor Employees: Contractor personnel shall present a professional appearance and be easily recognized as contract employees. This may be accomplished by wearing distinctive clothing bearing the company name and/or by wearing appropriate badges that prominently display the contractor’s company name or a professional appearance commensurate with standards delineated for Government civilian personnel acting in similar capacities.

B.3.7. Contractor personnel shall conduct themselves in a professional manner (i.e. timeliness, communication; spoken and written etc.). The Contracting Officer may require the Contractor to remove from the job site any employee working under this contract for reasons of suspected misconduct, a suspected security breach, or suspected to be under the influence of alcohol, drugs, or any other incapacitating agent.

B.3.8. The contractor shall not employ persons for work on this contract if such an employee is identified to the contractor by VA Police or Contracting Officer as a potential threat to the health, safety, security, general well-being, or mission of the medical center and the VA.

B.3.9. The contactor shall not employ any person who is presently an employee of the U.S. Government when and if the employment of that person would create either a conflict of interest or the perception of such a conflict.

Delivery Requirements

B.3.10. The contractor shall provide The COR with a written report of all soiled linen processed and all clean linen delivered, showing cart tare and weight. This information must be on a delivery day basis and delivered to COR at end of the current delivery week. The reports of soiled linen received, and clean linen delivered must show date name of item, number of pieces received. The soil to clean variance should not exceed 8%-12% in alignment with national standards. All necessary labor, travel, supervision, equipment, supplies and coordination. The Contractor is to pick-up soiled linens between the hours of 9:00 am and 1:00 pm two days per week (days based on VA need) and to deliver clean linens (wrapped in clear plastic or in covered cart) from previous pick-up on next pick-up (i.e., Monday pick-up delivered completed on Thursday, and Thursday pick-up delivered on Monday.

B.3.11. Contractor will pick up soiled laundry two days per week excluding all holidays, from the Fisher House.

B.3.12. Contractor will provide pick-up and delivery between the hours of 9:00 am and 1:00 pm of clean linen two days per week, excluding all holidays.

B.3.13. All exchanges should be completed at agreed time.

B.3.14. If an emergency causes laundry to be missed on one of these days, the Contractor shall pick-up/drop-off the laundry on the following business day.

B.3.15. The Contractor shall provide a copy of an invoice identifying items picked-up and delivered, including the time and date, driver and cost of the invoice to the Contracting Officer Representative upon scheduled pick-up/delivery timeframes.

Additional As-Needed Services

B.3.16. Due to the possible variations of lodging census and emergent situations, additional services may be required on an as-needed basis on off schedule days. Contractor shall respond to immediate calls within two (2) hours during regular working hours, Monday - Friday, 8:00 a.m. - 4:00 p.m.

B.3.17. The Following Federal legal holidays are observed by this facility: *Any holidays falling on Saturday will be observed on the preceding Friday; holidays falling on Sunday will be observed on the following Monday.

New Year’s Day Martin Luther King Jr Day President’s Day Memorial Day Independence Day Labor Day Columbus Day Veteran’s Day Thanksgiving Day Christmas Day

Procedures and Documentation

B.3.18. Contractor will be subject to frequent unannounced safety and environmental inspections. Contractor will have ten (10) working days to correct sanitation infractions designated as non-critical and two (2) working days to correct critical infractions.

Compliance Standards

B.3.19. All workmanship shall be in accordance with practices/guidelines established by the Association for Linen Management (ALM) and accepted industry standards. It is intended that services shall include all processes necessary for the laundering and finishing of the articles even though every step involved is not specifically mentioned.

B.3.20. All services shall be performed by qualified Contractors who are licensed and authorized to perform the work defined herein.

B.3.21. All services shall be completed in a timely manner and in accordance with the state, local, federal, and VA standards as listed in the Performance Work Statement.

B.3.22. In no case shall clean and soiled linen share the same physical space. The contractor must have a physical barrier separating the clean from soiled.

B.3.23. The Laundry Plant shall be open to inspection of sanitary conditions by the COR and/or the Fisher House representatives. And maintain physical separation between soil and clean processing.

B.3.24. After processing, laundered articles shall be in serviceable and sanitary condition, meeting established quality and performance requirement standards.

B.3.25. The Contractor shall report any circumstances, which may affect the performance of the work, unhealthy or hazardous conditions, or any delays or interference with work. Such reports shall be made immediately upon discovery by the Contractor to the COR and Fisher House Manager by phone. A follow-up shall be sent to the COR and Fisher House Manager via email or facsimile.

Training and Records Maintenance

B.3.26. Orientation and initial training of all personnel shall be accomplished within the first fourteen (14) days of employment with written documentation furnished to the COR. All training shall be documented, and written copies of signed attendance sheet provided to COR within ten (10) days of completion of training.

Documentation of Services Performed

B.3.27. Contractor shall maintain documentation of all delivery services rendered, All replacement linen and fair Wear and Tear rag outs.

Linen Control

B.3.28. Fisher House and Environmental Management Service (EMS) will supply a 3- day inventory of startup linens. On an as-required basis the Contractor will replace these linens as needed thru fair wear and tear or lost. The contractor will factor in all linen replacements and or linen loses thru fair wear and tear. This should be factored into any additional cost for replacement and billed monthly if necessary, except in the case where linens are lost and/or damaged through the negligence of the contractor. The Contractor will accept the 3-day par of linen with the understanding that if for some reason the contract is not renewed The Government has an expectation of the 3-day par (see phase out) being returned. The contractor shall however inventory the outgoing soiled linens; re-inventory the incoming clean linens. Items deemed too fragile to be cleaned by the laundry service due to high-temperature levels will be cleaned by housekeeping staff in the Fisher House washers and dryers as needed. NOTE: Fisher House utilizes “hotel” quality linens (high thread count, satin banding, etc.) vs. hospital quality linens.

B.3.29. Unusual losses, including suspected pilferage, shall be reported at once to the COR who will take immediate action to investigate the loss. If the loss is not recovered, the cost of replacement will be negotiated with the Contracting Officer, along with the approval of the COR on a quarterly basis. The Vendor will supply an itemized list of linen that will be replaced, (including item description, quantity and unit cost).

B.3.30. Contractor shall comply with all Government request and policies relative to linen control.

B.3.31. Contractor shall participate, as required by VA policy, in inventories of Government provided Hospitality linen.

Linen Handling Instructions

B.3.32. Refer to handling instructions on linen tags if available, otherwise:

B.3.32.a. Flat Bottom Sheets (Queen and Full) – are to be cleaned, dried, and immediately folded to avoid excessive wrinkling (pressed as needed). They are to be kept separate from other items.

B.3.32.b. Flat Top Sheets (Queen and Full) - are to be cleaned, dried, and immediately folded to avoid excessive wrinkling pressed as needed). They are to be kept separate from other items.

B.3.32.c. Pillowcases must be cleaned, dried, and immediately folded to avoid excessive wrinkling (pressed as needed). They are to be kept separate from other items.

B.3.32.d. Pillow protectors must be cleaned, tumble dry on low, and folded immediately to avoid excessive wrinkling. They are to be kept separate from other items.

B.3.32.e. Pillow shams must be cleaned, dried, and immediately folded to avoid excessive wrinkling (pressed as needed). They are to be kept separate from other items.

B.3.32.f. Mattress Pads/protectors – are to be cleaned, dried, folded and kept separate from other items. NO HOT DRYERS

B.3.32.g. Down Comforters – are to be cleaned, dried, folded and kept separate from other items. Must be dried on low setting.

B.3.32.h. Quilts – are to be cleaned, dried, folded and kept separate from other items.

B.3.32.i. Duvets – to be dry cleaned, and immediately folded to avoid excessive wrinkling (pressed as needed).

B.3.32.j. Bath Towels – to be cleaned, dried, folded and kept separate from other items.

B.3.32.k. Hand Towels - to be cleaned, dried, folded and kept separate from other items.

B.3.32.l. Wash Cloths - to be cleaned, dried, folded and kept separate from other items.

B.3.32.m. Bath Mats - to be cleaned, dried and kept separate from other items.

Miscellaneous blankets and comforters are to be cleaned, dried and folded.

B.3.33. The workload stated in the following schedule of services is an estimate, and in no way is to be construed as a guarantee by the government as to work that will be processed under contract. In this regard, the workload is subject to changes resulting from many factors, i.e. Fisher House admissions, weather, mission changes, product changes (new light weight fabric etc.).

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.217-8 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 52.219-14 LIMITATIONS ON SUBCONTRACTING (MAR 2020) (JUN 2020) (DEVIATION)

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

(b) Definition. “Similarly situated entity,” as used in this clause, means a first-tier subcontractor, including an independent contractor, that—

(1) Has the same small business program status as that which qualified the prime contractor for the award (e.g., for a small business set-aside contract, any small business concern, without regard to its socioeconomic status); and

(2) Is considered small for the size standard under the North American Industry Classification System (NAICS) code the prime contractor assigned to the subcontract.

(c) Applicability. This clause applies only to—

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

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

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

(4) Orders expected to exceed the simplified acquisition threshold and that are—

(i) Set aside for small business concerns under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or

(ii) Issued directly to small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii);

(5) Orders, regardless of dollar value, that are—

(i) Set aside in accordance with subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or

(ii) Issued directly to concerns that qualify for the programs described in subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 19.504(c)(1)(ii); and

(6) Contracts using the HUBZone price evaluation preference to award to a HUBZone small business concern unless the concern waived the evaluation preference.

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

(e) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees that, in performance of a contract assigned a North American Industry Classification System (NAICS) code for—

(1) Services (except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract;

(2) Supplies (other than procurement from a non-manufacturer of such supplies), it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent limitation shall apply only to the supply portion of the contract;

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

(4) Construction by special trade contractors, it will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 75 percent subcontract amount that cannot be exceeded.

(f) The Contractor shall comply with the limitations on subcontracting as follows:

(1) For contracts, in accordance with paragraphs (c)(1), (2), (3), and (6) of this clause— [Contracting Officer check as appropriate.] _ By the end of the base term of the contract and then by the end of each subsequent option period; or _ By the end of the performance period for each order issued under the contract.

(2) For orders, in accordance with paragraphs (c)(4) and (5) of this clause, by the end of the performance period for the order.

(g) A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (e) of this clause will be performed by the aggregate of the joint venture participants.

(End of Clause) C.5 VAAR 852.204-70 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (MAY 2020)

(a) The Contractor shall comply with current Department of Veterans Affairs policy for personal identity verification of all employees performing under this contract when frequent and continuing access to VA facilities or information systems is required.

(b) The Contractor shall insert this clause in all subcontracts when the subcontractor’s employees will require frequent and continuing access to VA facilities or information systems.

(End of Clause)

C.6 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

(End of Clause) C.7 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.

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

[X] 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.

[] 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.

[] 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.8 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-14 Limitations on Subcontracting.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the…