36C25024Q5383.docx

36C25024Q5393

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED

STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

538-24-2-775-0006 36C25024Q5383 10-19-2023 Robert Bolcavage None 11-08-2023 13:00

EDT

36C2 Department of Veterans Affairs Dayton VA Medical Center 3140 Governor’s Place Blvd. Suite 210 Kettering OH 45409-1337 X X Y 492110 1500 Employees N/A X 36C250 Department of Veterans Affairs Chillicothe VA Medical Center 17273 State Route 104 Chillicothe OH 45220 36C250 Network Contracting Office (NCO) 10 Department of Veterans Affairs 3140 Governors Place Blvd. Suite 210 Kettering OH 45409-1337

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Please provide all required documents, as stated herein, for evaluation no later than the date/time located in Block 8 of this form.

Quotation packages will only be accepted via email and shall be delivered to this email address: robert.bolcavage@va.gov This solicitation is an SDVOSB Set-Aside (100%) and is applicable to the Service Contract Act.

Any Questions to regarding this RFQ please email the

CO

robert.bolcavage@va.gov. Questions will not be accepted after 1:00 PM on 30 October 2023.

See CONTINUATION Page X X John M. Ryan

VA-VHA-SAOC-2018-12C2305A

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C250 Department of Veterans Affairs Dayton VA Medical Center 3140 Governor’s Place Blvd. Suite 210 Kettering OH 45409-1337

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Courier Service for Chillicothe VAMC Contract Period: Base POP Begin: 01-07-2024 POP End: 01-06-2025

Courier Service for Chillicothe VAMC Contract Period: Option 1 POP Begin: 01-07-2025 POP End: 01-06-2026

Courier Service for Chillicothe VAMC Contract Period: Option 2 POP Begin: 01-07-2026 POP End: 01-06-2027

Courier Service for Chillicothe VAMC Contract Period: Option 3 POP Begin: 01-07-2027 POP End: 01-06-2028

Courier Service for Chillicothe VAMC Contract Period: Option 4 POP Begin: 01-07-2028 POP End: 01-06-2029

B.3 PERFORMANCE WORK STATEMENT (PWS) dated 18 October 2023

PERFORMANCE WORK STATEMENT (PWS)

Network Contracting Office 10 For Lab Courier Services

1. Contract Title. Courier Services

2. Background.

The Department of Veterans Affairs has a need to transport lab specimens for testing from the local CBOCs and mobile unit, to the Chillicothe VAMC. Also, delivery of lab specimens to Dayton VAMC and Columbus VAMC.

3. Scope.

Provide daily courier services transporting all lab specimens and limited lab supplies from the CBOCs to the Chillicothe VAMC, daily. Also, delivery of lab specimens to Dayton VAMC and Columbus VAMC.

Each run will require no more space than a standard compact car’s trunk can hold.

4. Specific Tasks.

4.1 Daily Lab Specimen Pick-Up & Drop-Off (Medical Centers):

The contractor shall provide for morning (once daily) pickups for lab specimens from the following location Monday through Saturday:

· Chillicothe VA Medical Center (Building 31, Pathology and Laboratory Medicine Service)

Pick-ups shall be conducted at the location once daily, between 7:30 A.M. and 8:00 A.M. EST.

The contractor shall deliver all lab specimens to:

Dayton VAMC (Building 310, Room 2E-130) Chalmers P. Wylie Outpatient Clinic (Room #2B262).

Delivery should be made no later than 12:30 P.M. EST. to both sites. All pick-ups and delivers must be made on the same day. The government is responsible for preparing specimens.

There may be a need to have a return trip to the Chillicothe VAMC to drop off supplies/specimens, after stopping at the Chalmers P. Wylie Outpatient Clinic. This is estimated to be needed no more than five (5) time per year.

There shall be no stops from the point of pickup until all delivers have been made, other than additional locations that involve performance, outside of emergency situations.

The contractor shall maintain a record and log of daily courier pick-ups and deliveries and will also sign a receipt for items pick-ups.

Due to the nature of this requirement, the contractor is required to maintain these services daily, unless the Chillicothe VA Medical Center is closed (Holidays & Inclement Weather).

Recognized Holidays:

Independence Day

Hours of Operation:

The contractor is responsible for conducting business, between the hours of 7:30 A.M. and 6:30 P.M. EST., Monday thru Friday, except federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government directed facility closings. For other than firm fixed price contracts, the contractor will not be reimbursed when the government facility is closed for the above reasons.

The Contractor must, always, maintain an adequate workforce for the uninterrupted performance of all tasks defined within this statement of work when the Government facility is not closed for the above reasons. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce are essential.

4.2 Daily Lab Specimen Pick-Up & Drop-Off (CBOCs):

The contractor shall provide for afternoon (once daily) pickups for lab specimens from the following CBOC locations Monday through Friday:

· Marietta CBOC

· Cambridge CBOC

· Athens CBOC

· Lancaster CBOC

· Wilmington CBOC

· Portsmouth CBOC

· Mobile Medical Unit

· Monday and Tuesday in Wellston Ohio

Pick-ups shall be conducted at location once daily, between 3:30 P.M. and 4:30 P.M. EST

The contractor shall deliver all lab specimens from CBOCs to the VA Pathology and Laboratory Medicine Service, Building 31, at the Chillicothe VA Medical Center no later than 5:30 P.M. EST. All pick-ups and delivers must be made on the same day. The CBOC personnel are responsible for preparing specimens.

There shall be no stops from the point of pickup until all delivers have been made, other than additional locations that involve performance, outside of emergency situations.

The contractor shall maintain a record and log of daily courier pick-ups and deliveries and will also sign a receipt for items pick-ups.

Due to the nature of this requirement, the contractor is required to maintain these services daily, unless the CBOC is closed (Holidays, Inclement Weather & Weekends). The contractor is also required to call the delivery location if they think they will be late.

4.3 Task 1 - Enterprise Management Controls.

The contractor shall provide, for evaluation, a detailed approach to performance under the requirements of this solicitation. This submission shall include at a minimum the following:

· Number of employees required for performance (both prime and any sub-contracted)

· Number of anticipated hours worked, per year

· Number of anticipated mikes driven, per year

· Number of vehicles required for performance

5. Performance Monitoring

Quality Control Plan (QCP):

The contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with this statement of work. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The contractor’s quality control program is how he/she assures himself/herself that his work complies with the requirement of the contract. This QCP should be provided with the submittal of the quote to the contracting office for evaluation. After acceptance of the quality control plan the contractor shall receive the contracting officer’s acceptance in writing of any proposed change to his QC system.

Quality Assurance:

The government shall evaluate the contractor’s performance under this contract in accordance with the Quality Assurance Surveillance Plan (QASP). This plan is primarily focused on what the Government must do to ensure that the contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s).

6. Security Requirements

LICENSES/PERMITS/CERTIFICATIONS

a. Contractor shall have all licenses, permits, and/or certification as required by the State of Ohio for the transport of laboratory specimens.

b. Contractor shall be responsible for complying with all regulations that define appropriate transportation of specimens and shall supply, in writing, proof that all drivers have been adequately trained on an annual basis. The contractor’s employees/couriers transporting test specimens shall be trained in Universal Precautions in the handling of biohazard materials (specimens). Training shall include utilizing clinical procedures in case of biohazard spills and accidents. The contractor shall furnish a record of all required training.

c. All drivers shall have attained legal age (the age of 18 years) and shall maintain neat, clean, and professional appearance. Drivers shall be licensed in accordance with the State of Ohio to include any special licensure required for the transport of diagnostic or infectious substances.

CONTRACTOR PERSONNEL

a. The contractor is responsible for having sufficient qualified personnel to meet the requirements as stated herein. This includes backup personnel to cover in case of illness, injury, vacations, etc.

b. The contract services and or personnel shall not be considered VA employees for any purpose.

c. Personnel Clearances and Privacy Act Considerations.

All Contractor employees shall be required to observe the requirements imposed on sensitive data by law, Federal regulations, VA statutes and policy, and associated requirements to ensure appropriate screening of all personnel. Because of the inherent sensitivity of the data at the clinic facilities and data to be maintained at the facilities, the level of security clearance required of the Contractor’s employee shall reflect the same level of security clearance carried by the VA personnel for the function under contract. The Contractor shall ensure that its personnel meet the above restrictions, and that confidential and proprietary information shall be divulged only to those officers and officials of the VA who are authorized to receive such information.

All contractor employees who require physical access to the Department of Veterans Affairs’ facility shall be subject of a background investigation and must receive a favorable adjudication from the VA Office of Security and Law Enforcement prior to contract performance. This requirement is applicable to all subcontractor personnel requiring the same access. If the investigation is not completed prior to the start date of the contract, the contractor will be responsible for the actions of those individuals they provide to perform work for the VA.

· Position Sensitivity – The position sensitivity has been designated as Low Risk.

· Background Investigation – The level of background investigation commensurate with the required level of access is national Agency Check with Written Inquiries.

The VA reserves the right to restrict any Contractor employee from performing services under this contract who does not meet the required qualifications for the services they perform and/or who violates federal regulations or is identified as a potential threat to the security, safety, health or operational mission of the Department of Veterans Affairs Medical Centers and their populations. The restriction of such a person shall not relieve the Contractor from providing all the required services as described herein.

At all times during the performance of this contract, Contractor employees shall conduct themselves in a professional manner, wear clean, neat uniforms, and be identified by having company name and/or logo, and employee name attached to their uniforms, by name tag or other means. The Contractor shall be responsible for acquiring an appropriate number of uniforms, and tags or badges to meet this requirement. Employee identification shall be worn in clear view above the waist.

Under no circumstances shall any person other than those personnel designated in writing by the contractor will be allowed to handle items being transported while in transit or deliver specimens to the laboratory.

Only Contractor's personnel are allowed to ride in Contractor's vehicles during performance under this contract. Under no circumstances shall the Contractor permit other person then the driver to handle items being transported.

Prior to the commencement of contract, the Contractor shall provide the Contracting Officer a personnel roster identifying all Contractor personnel who will be performing contract services, including any personnel used as "backup" personnel. In this document the Contractor shall identify the name, position title, and work assignment area of each employee. Thereafter, all changes shall be submitted no later than two (2) business days prior to substitution.

Contractor shall provide and maintain training for its employees in appropriate safety and packaging procedures suitable to specimen type and distances transported. This should include issues such as adherence to regulations for transport of biohazards, use of rigid containers where appropriate, temperature control, notification procedures in case of accident or spills, etc. Upon request by the Contracting Officer Representative (COR) or designee, contractor shall provide documentation certifying that training has been provided to contractor’s employees.

PRIVACY/RELEASE OF INFORMATION

Personnel Clearances and Privacy Act Considerations. Contractor employee shall be required to observe the requirements imposed on sensitive data by law, Federal regulations, VA statutes and policy, and associated requirements to ensure appropriate screening of all personnel. Because of the inherent sensitivity of the data at the clinic facilities and data to be maintained at the facilities, the level of security clearance required of the Contractor’s employee will reflect the same level of security clearance carried by the VA personnel for the function under contract. The Contractor shall ensure that its personnel meet the above restrictions, and that confidential and proprietary information shall be divulged only to those officers and officials of the VA who are authorized to receive such information.

All Contractor employees shall be required to observe the requirements imposed on sensitive data by law, Federal regulations, VA statutes and policy, and associated requirements to ensure appropriate screening of all personnel. Because of the inherent sensitivity of the data at the clinic facilities and data to be maintained at the facilities, the level of security clearance required of the Contractor’s employee shall reflect the same level of security clearance carried by the VA personnel for the function under contract. The Contractor shall ensure that its personnel meet the above restrictions, and that confidential and proprietary information shall be divulged only to those officers and officials of the VA who are authorized to receive such information.

Position Sensitivity – The position sensitivity has been designated as Low Risk.

Background Investigation – The level of background investigation commensurate with the required level of access is national Agency Check with Written Inquiries.

The C&A requirements do not apply and a Security Accreditation package is not required.

7. Government-Furnished Equipment (GFE)/Government-Furnished Information (GFI).

· Insulated carry all bags for transporting specimens.

· Packaging of items to be transported (plastic tubs) All government furnished items must be returned to their pick-up location daily.

8. Other Pertinent Information or Special Considerations.

a. The Contractor shall provide well maintained vehicles for performance. Vehicles are to be in good order and dependable to complete the day-to-day requirements under the contract. Vehicles will be required to transport no more than one full trunk (standard compact care size) of materials (medical supplies/lab specimens/sterile or soiled instruments bins) per trip.

b. Record of pick-up and delivery

· The contractor shall maintain a record and log of daily courier pick-ups and deliveries indicating time and date of pick-up, delivery, number of transport containers and signatures.

· The logs shall be submitted to the COTR/COR or authorized representative of the COTR/COR monthly.

· The contractor shall sign a log indicating date and time of daily courier pick-ups and number of transport containers from the VA Chillicothe

c. Identification of Potential Conflicts of Interest (COI).

Contractor and subcontractor personnel performing work under this contract may receive, have access to or participate in the development of proprietary or source selection information (e.g., cost or pricing information, budget information or analyses, specifications, or work statements, etc.) or perform evaluation services which may create a current or subsequent Organizational Conflict of Interests (OCI) as defined in FAR Subpart 9.5. The Contractor shall notify the Contracting Officer immediately whenever it becomes aware that such access or participation may result in any actual or potential OCI and shall promptly submit a plan to the Contracting Officer to avoid or mitigate any such OCI. The Contractor’s mitigation plan will be determined to be acceptable solely at the discretion of the Contracting Officer and in the event the Contracting Officer unilaterally determines that any such OCI cannot be satisfactorily avoided or mitigated, the Contracting Officer may affect other remedies as he or she deems necessary, including prohibiting the Contractor from participation in subsequent contracted requirements which may be affected by the OCI.

9. Risk Control The contractor shall have a designated contract manager that has at least two (2) years’ experience in the management of the same or like courier services supervision and coordination.

The contractor shall employee only individuals, to perform under the contract, that are at least 18 years of age and must hold a current state issued and valid driver’s license.

The contractor shall be in compliance with all applicable laws and regulations pertaining to the following throughout the entirety of the contract:

· Vehicle insurance requirements

· Current Issued driver’s licenses

· Department of Transportation (DOT), Occupational Safety and Health Administration (OSHA) and state requirements for transporting such items/samples

10. Place of Performance.

The work to be performed under this contract will be performed at:

Chillicothe VAMC 17273 State Route 104 Chillicothe, Ohio 45601

Chalmers P. Wylie Outpatient Clinic 420 N. James Road Columbus Ohio 43219

Dayton VA Medical Center 4100 W. Third Street Dayton, Ohio 45428

Marietta CBOC 27843 St. Rt. 7 Marietta, Ohio 45750

Athens CBOC 88 N. Plains Road The Plains, Ohio 45780

Cambridge CBOC 2146 Southgate Parkway Cambridge, Ohio 43725

Lancaster CBOC 1703 North Memorial Drive Lancaster, Ohio 43130

Wilmington CBOC 448 West Main Street Wilmington, Ohio 45177

Portsmouth CBOC 4038 Rhodes Ave. 840 Gallia Street .

New Boston, Ohio 45662

Mobile Medical Unit 111 South Railroad Ave Wellston, Ohio 45692

**Some of these locations (due to leasing requirements/constraints) may change throughout the life of the contract. The government will negotiate these changes as they occur with the contractor to establish fair and reasonable prices moving forward for all parties.

11. Records Management Obligations A. Applicability This clause applies to all Contractors whose employees create, work with, or otherwise handle Federal records, as defined in Section B, regardless of the medium in which the record exists.

B. Definitions “Federal record” as defined in 44 U.S.C. § 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them.

The term Federal record:

1. includes [Agency] records.

2. does not include personal materials.

3. applies to records created, received, or maintained by Contractors pursuant to their [Agency] contract.

4. may include deliverables and documentation associated with deliverables.

C. Requirements

1. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

2. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

3. In accordance with 36 CFR 1222.32, Contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

4. [Agency] and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of [Agency] or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, Contractor must report to [Agency]. The agency must report promptly to NARA in accordance with 36 CFR 1230.

5. The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the [contract vehicle]. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to [Agency] control or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the [contract vehicle]. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

6. The Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The Contractor (and any sub-contractor) is required to abide by Government and [Agency] guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

7. The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with [Agency] policy.

8. The Contractor shall not create or maintain any records containing any non-public [Agency] information that are not specifically tied to or authorized by the contract.

9. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the Freedom of Information Act.

10. The [Agency] owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which [Agency] shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Contractor rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR 52.227-20.

11. Training. All Contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take [Agency]-provided records management training. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

[Note: To the extent an agency requires contractors to complete records management training, the agency must provide the training to the contractor.] D. Flowdown of requirements to subcontractors

1. The Contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph, in all subcontracts under this [contract vehicle], and require written subcontractor acknowledgment of same.

2. Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.

12. Period of Performance.

The period of performance shall be for one (1) Base Year of 12 months and four (4) 12-month option years summarized as follows:

13. Delivery Schedule.

Contractor must be ready to provide courier services at outline in this statement of work on 1/7/2024.

36C25024Q5393

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 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 PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

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

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

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

C.3 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State…