36C25021Q0871.docx

36C25021Q0871

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

610-21-4-137-0042 36C25021Q0871 08-19-2021 Tracy L. Granger

(734) 222-4294 08-27-2021 10:00

EDT

Department of Veterans Affairs Network Contracting Office 10 24 Frank Lloyd Wright Drive Lobby M, Suite M2200 Ann Arbor MI 48105 X X 485999 $16.5 Million N/A X Department of Veterans Affairs Fort Wayne VA Medical Center Attn: Medical Administration Service 2121 Lake Avenue Fort Wayne IN 46805 Y Department of Veterans Affairs Network Contracting Office 10 24 Frank Lloyd Wright Drive Lobby M, Suite M2200 Ann Arbor MI 48105 https://www.tungsten-network.com/ customer-campaigns/veteransaffairs

See CONTINUATION Page See Price Schedule in Section B.

All questions will be answered via Solicitation amendment.

Questions must be submitted in writing to the Contract Specialist at the following e-mail: Tracy.Granger@va.gov no later than August 20, 2021 by 12pm EST.

$0.00 See CONTINUATION Page 610-3610160-137-829800-2110 010041085 X X X One(1) Kristina L. Peart Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(Continuation from Standard Form 1449, block 18A.)

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

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

Other Than System for Award Management, or [] 52.232-36, Payment by Third Party

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.

Tungsten Network: https://www.tungsten-network.com/customer-campaigns/veteransaffairs

5. SECURE FAX: All faxes in regard to this order shall contain the following on the coversheet:

This fax is intended only for the use of the person or office to which it is addressed and may contain information that is privileged, confidential, or protected by law. All others are hereby notified that the receipt of this fax does not waive any applicable privilege or exemption for disclosure and that any dissemination, distribution, or copying of this communication is prohibited. If you have received this fax in error, please notify this office immediately at the telephone number listed above.

OFFERORS MUST COMPLETE AND RETURN ALL INFORMATION DESIGNATED IN 52.212-1, INSTRUCTIONS TO OFFERORS - COMMERCIAL ITEMS, PARAGRAPH b, PRIOR TO THE TIME SPECIFIED IN BLOCK 8 OF SF 1449 IN ORDER TO BE CONSIDERED FOR AWARD.

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

AMENDMENT NO DATE

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

The Contractor shall provide all contract oversight, vehicles, technically trained personnel, management, supplies, equipment, and insurance and necessary reporting for the provision of Motor Coach services for NIHCS in accordance with the PWS.

Monday through Friday (Except Holidays Prescribed), pickup and delivery routes are as follows:

Marion VA Medical Center VA Northern Indiana Health Care System Contract Period: Base POP Begin: 09-01-2021 POP End: 08-31-2022

The Contractor shall provide all contract oversight, vehicles, technically trained personnel, management, supplies, equipment, and insurance and necessary reporting for the provision of Motor Coach services for NIHCS in accordance with the PWS.

Tuesday's and Thursday's (Except Holiday Prescribed) the pickup and delivery routes are as follows:

VA Northern Indiana Health Care System Marion VA Medical Center Muncie VA Clinic Richard L. Roudebush VA Medical Center Contract Period: Base POP Begin: 09-01-2021 POP End: 08-31-2022

The Contractor shall provide all contract oversight, vehicles, technically trained personnel, management, supplies, equipment, and insurance and necessary reporting for the provision of Motor Coach services for NIHCS in accordance with the PWS.

Monday through Friday (Except Holidays Prescribed), pickup and delivery routes are as follows:

Marion VA Medical Center VA Northern Indiana Health Care System Contract Period: Option 1 POP Begin: 09-01-2022 POP End: 08-31-2023

The Contractor shall provide all contract oversight, vehicles, technically trained personnel, management, supplies, equipment, and insurance and necessary reporting for the provision of Motor Coach services for NIHCS in accordance with the PWS.

Tuesday's and Thursday's (Except Holiday Prescribed) the pickup and delivery routes are as follows:

VA Northern Indiana Health Care System Marion VA Medical Center Muncie VA Clinic Richard L. Roudebush VA Medical Center Contract Period: Option 1 POP Begin: 09-01-2022 POP End: 08-31-2023

BASE TOTAL: ___________________

OPTION YEAR ONE (1) TOTAL: ______________________

AGGERATE TOTAL (INCLUDING OPTION YEAR): _____________________

36C25021Q0871

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B.3 PERFORMANCE WORK STATEMENT (PWS)

INTRODUCTION

VA Northern Indiana Health Care System (NIHCS) requires a contract for Motor Coach Transportation Services with the intent of transporting Veteran patients and necessary staff and/or escorts between specified locations, in support of the VA mission for the period of a base year with one (1) one (1) year option.

PURPOSE

NIHCS requires contracted Motor Coach Transportation Services for Veteran patients, staff and escorts to and from locations identified in this PWS. The Contractor shall provide all contract oversight, vehicles, technically trained personnel, management, supplies, equipment, insurance and necessary reporting for the provision of Motor Coach Transportation Services for NIHCS in accordance with this PWS.

DEFINITIONS

CO – Contracting Officer COR – Contracting Officer’s Representative POC – Point of Contact Services – Motor Coach transportation services Technically Trained Personnel – are personnel and/or employees who shall be licensed to drive/operate a Motor Coach, in order to satisfactorily perform services in accordance with the PWS. Also known as Contractor Personnel or Contractor Employees.

OSHA - Occupational Safety and Health Administration DOT – Department of Transportation CFR - Code of Federal Regulations FAR – Federal Acquisition Regulation PWS – Performance Work Statement

LOCATIONS

NIHCS - Fort Wayne Campus 2121 Lake Avenue Fort Wayne, IN 46805 NIHCS – Marion Campus 1700 E 38th St, Marion, IN 46953 Richard L. Roudebush VA 1481 W 10th St, Indianapolis, IN 46202 Muncie VA Clinic 3401 N Morrison Rd, Muncie, IN 47304

TASKS AND REQUIREMENTS

The Contractor shall ensure each Requirement and each Desired Outcome listed in this PWS is satisfied and in accordance with the terms and conditions herein:

MOTOR COACH

Handicap accessible Wheelchair and/or Scooter Accessible (Wheelchair Lift and Securing Mechanisms for 2 wheelchairs) Televisions or Entertainment Able to secure Wheelchairs and Scooters.

Handicap Accessible Restrooms Air conditioned and heated Adequate ease of passenger boarding and disembarking With seating capacity for up to 47 passengers (Not to include, limousines, sedans) AED Devices and First Aid Kits Good, working condition with less than five (5) years of age and less than 100,000 miles. and wear.

Possess valid licenses for class of vehicle operated Pass all required screening Meet Federal and State requirements for commercial vehicle operators Be CPR certified and be able to use an AED

Monday through Friday EXCEPT federal holidays (See Section Standard Business Hours & Federal Holidays)

Standard Business Hours and Federal Holidays NIHCS standard operating hours occur between 7:00am to 6:00pm Monday-Friday with some of our specialty clinics staying open until 6pm, excluding Federal holidays, except by special alternate arrangement, with issuance of a separate purchase order.

The Federal Government observes the following days as holidays:

*Holidays that fall on Saturday are observed on the preceding Friday. Holidays that fall on Sunday are observed on the following Monday.

In addition to the days designated as holidays, the Government observes the following days:

Any other day designated by Federal Statute Any other day designated by Executive Order Any other day designated by the President of the United States to be a Federal holiday

CONTRACTOR PERSONNEL REQUIREMENTS

This is a non-personal services contract. The Contractor, its employees, agents, and subcontractors shall not be considered VA employees for any purpose of fulfilling the PWS and shall be considered employees of the Contractor.

a. At all times during performance of services, in accordance with this PWS, the Contractor shall ensure Contractor personnel and drivers:

b. Shall function professionally amongst the general public in a hospital and health care environment.

c. Shall be responsible for using appropriate driver screening and selection criteria in accordance with applicable local, state, and federal regulations when employing drivers. Such screening shall include medically cleared, testing drivers for prohibited drug use and alcohol misuse, a criminal background check.

d. Shall have & maintain a valid operator's license in accordance with Federal, State, and local government requirements for their place of operation for the services they perform for the entire duration of the contract.

e. Shall prescreen all personnel who require access to VA site(s) to ensure they maintain a U.S. citizenship or Alien Registration which authorizes them to work in the U.S. and are able to read, write, speak and understand the English language.

f. Shall not engage in loud or boisterous behavior or use profane or abusive language. Where possible, a warm-natured and humane approach from Contractor personnel is preferred during the performance of services, care and consideration must be given to NIHCS patients, visitors and staff.

g. Shall be compliant with VA Safety, DOT Safety and OSHA regulations while on VA Medical Center property.

h. Shall be compliant with parking requirements at the NIHCS and park only in the designated parking areas as assigned by the COR.

SAFETY AND SECURITY

The Contractor shall perform services and ensure all equipment functions in accordance with:

local, state, and federal Occupational Safety and Health guidelines and legislation, to include Occupational Safety and Health Administration (OSHA), Department of Transportation (DOT), and VA safety guidelines.

OTHER REQUIREMENTS

The Contractor and its drivers shall:

a. Provide their own supplies. Use of VA supplies is not permitted on contractor vehicles.

b. Not smoke in or around vehicles while being used for providing services under this contract.

c. Not make unauthorized stops while traveling to the scheduled destination while transporting VA patients, Staff and Escorts.

d. Immediately upon occurrence, report all accidents, to include those that involved no apparent injury to the passenger, which occur during the performance of this contract. The written report from the driver documenting the facts of the incident or accident, shall be provided to the COR within two (2) hours upon occurrence. The written report shall include the name, addresses, and telephone numbers of any witnesses as well as a Police Report. Any accident involving major damage, personal injury, and loss of life shall be reported to the COR within 45 minutes upon occurrence.

e. Not use cell phones or similar devices while Motor Coach vehicle is in motion. If the need arises to use such a device in an emergency, the driver shall maneuver to park the vehicle in a safe and secure manner out of the flow of traffic prior to using the device. In case of emergencies, the driver shall call 911.

VEHICLE INSPECTIONS

The VA reserves the right to inspect contractor's equipment and vehicles or require documentation of compliance with contract specifications, and State laws, rules, regulations and guidelines governing transport vehicles. VA reserves the right to restrict the Contractor’s use of equipment and vehicles which are in need of repair, unclean, unsafe, damaged on the interior or exterior body, and are not in compliance with contract requirements. The restriction of such equipment and vehicles shall not relieve the contractor from performing in accordance with the strict intent and meaning of the contract.

CONTRACTOR FURNISHED EQUIPMENT / PROPERTY (CFE / CFP)

Contractor furnished property and equipment must be properly labeled, to include company name, address, and phone number. The Contractor shall clearly mark their vehicles as being property of the Contractor.

GOVERNMENT FURNISHED EQUIPMENT / PROPERTY (GFE / GFP)

The Government will not be providing any Government furnished equipment or property.

The Contractor’s employees will be allowed to park on NIHCS property, space permitting and at the discretion of the COR. All parking requests and arrangements must be coordinated with the COR. If parking on NIHCS property, drivers must comply with VA Security requirements. The VA does not validate or reimburse parking costs or violations of Contractor’s or their personnel under any circumstances.

DELIVERABLES

Contractor shall provide the COR with weekly service reports pertaining to daily tasks and requirements performed. All Service Reports shall be signed and dated by designated Contractor POC and provided to the COR on the first business day of each week.

Each Service Report shall describe the:

a. Hours performed during the applicable Service period.

b. Contractor Personnel in attendance during the applicable Service period, to include their full name.

c. Number of riders transported per day.

POINTS OF CONTACT

Contractor Representative The Contractor shall specify an individual who shall serve as a single point of contact (POC) for all Contract related business. Contractor shall provide the COR and Contracting Office with the POC contact details, to include cell phone and email within 14 business days of contract award and within five (5) business days prior to a change in the POC by the Contractor.

The POC must be easily accessible by phone and return CO/COR calls within 24 hours of a voice message left by the CO/COR.

Contracting Officer’s Representative (COR) Upon contract commencement, the Contracting Officer will notify the Contractor in writing as to the COR assigned to this contract, and upon reassignment of a new COR, as applicable. Contractor shall only respond to requests for service from the COR or the CO. If service is requested from any source, other than the COR or the CO, the Contractor is to advise the individual of this requirement and refuse to respond. Any billing resulting from unauthorized service shall not be paid by the government.

Government Alternate Points of Contact (POC) – Emergencies Only The COR will identify Alternate Points of Contact (POC) to be used only for instances of emergencies when the COR is not easily contactable. These will be individuals in supervisory or managerial roles within the same department as the COR. The contractor will be provided this information within five (5) days after contract award and within 48 hours of a change to this information. An Alternate POC does not replace the COR nor do they replace the Contracting Officer during the performance and administration of this contract, nor does it relinquish or diminish the Contractor’s requirements in relation to the performance of this Contract.

Routes:

Monday through Friday (Except Holiday prescribed) the pickup and delivery routes are as follows:

*Departure at 6:15am* VA Northern Indiana Health Care System 2121 Lake Ave, Fort Wayne, IN 46805 *Arrive 7:25am at first pick up location; Depart location at 7:40*am Marion VA Medical Center 1700 E 38th St, Marion, IN 46953

* Arrive 8:25am at second pick up location; Depart location at 8:40*am Muncie VA Clinic 3401 N Morrison Rd, Muncie, IN 47304 *Arrive 9:50am; End destination and drop off* Richard L. Roudebush VA Medical Center 1481 W 10th St, Indianapolis, IN 46202

*Return trip. Departure 3:00pm* Richard L. Roudebush VA Medical Center 1481 W 10th St, Indianapolis, IN 46202

* Arrive 1st drop-off location at 4:10 pm. Depart location at 4:20 pm * Muncie VA Clinic 3401 N Morrison Rd, Muncie, IN 47304

* Arrive 2nd drop-off location at 5:05pm. Depart location at 5:15pm * Marion VA Medical Center 1700 E 38th St, Marion, IN 46953

* Arrive at final drop-off location at 6:28pm. Final drop-off * VA Northern Indiana Health Care System 2121 Lake Ave, Fort Wayne, IN 46805

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 52.203-3 GRATUITIES (APR 1984)

(a) The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, the agency head or a designee determines that the Contractor, its agent, or another representative—

(1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the Government; and

(2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract.

(b) The facts supporting this determination may be reviewed by any court having lawful jurisdiction.

(c) If this contract is terminated under paragraph (a) above, the Government is entitled—

(1) To pursue the same remedies as in a breach of the contract; and

(2) In addition to any other damages provided by law, to exemplary damages of not less than 3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or a designee. (This subparagraph (c)(2) is applicable only if this contract uses money appropriated to the Department of Defense.)

(d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

(End of Clause)

C.3 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.4 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 two (2) years.

(End of Clause)

C.5 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

(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.

[N/A] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[N/A] 852.214–74, Marking of Bid Samples.

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

[N/A] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[N/A] 852.228–70, Bond Premium Adjustment.

[X] 852.228–71, Indemnification and Insurance.

[N/A] 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.

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

[N/A] 852.246–71, Rejected Goods.

[N/A] 852.246–72, Frozen Processed Foods.

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

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

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

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

[N/A] 852.271–74, Inspection.

[N/A] 852.271–75, Extension of Contract Period.

[N/A] 852.273–70, Late Offers.

[N/A] 852.273–71, Alternative Negotiation Techniques.

[N/A] 852.273–72, Alternative Evaluation.

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

[N/A] 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:

[N/A] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause)

C.8 VAAR 852.219-76 SUBCONTRACTING PLANS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-9, Small Business Subcontracting Plan, and VAAR 852.219-9, VA Small Business Subcontracting Plan Minimum Requirement.

(b) Accordingly, any contract resulting from this solicitation will include these clauses, unless the contract is awarded to a small business concern. The Contractor is advised in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing the Contractor's compliance with the plan, including reviewing the Contractor's accomplishments in achieving the subcontracting goals in the plan. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor compliance with the subcontracting plan.

(End of Clause)

C.9 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.10 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

(End of Addendum to 52.212-4) C.11 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JUL 2021)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.