36C25222Q0229.docx

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1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C25222Q0229 12-2 -2021 Mead, Jennifer 414-844-3273 01-10-2022 9:00

CDT

36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476 X 721110 $35 Million N/A X 36C537 Department of Veterans Affairs Jesse Brown VA Medical Center 820 S. Damen Ave Chicago IL 60612 36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476

Department of Veterans Affairs Financial Services Center PO Box 149971 Austin TX 78714-9971 877-353-9791 512-460-5540 See CONTINUATION Page This procurement is to establish a BPA for EXCULSIVELY Set aside for the use for Homeless Veterans while awaiting permanent housing from Jesse Brown VA Medical Center.

A separate BPA Call shall provide the accounting and appropriation data.

See CONTINUATION Page X X X Statz, Jeffrey Jeffrey.Statz@va.gov B.1 BPA ADMINISTRATION DATA (continuation from Standard Form 1449)

OFFERORS MUST COMPLETE AND RETURN ALL INFORMATION DESIGNATED HEREIN 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:

1. TASK ORDER ADMINISTRATION: All task order administration matters will be handled by the following individuals:

a. CONTRACTOR:

CONTRACTOR NAME

ADDRESS

CITY – STATE - ZIP

POINT OF CONTACT/TITLE

PHONE NUMBER

FAX NUMBER

E-MAIL ADDRESS

DUNS NUMBER NO.

CONTRACTOR’S PAST PERFORMANCE POINT OF CONTACT

(IF DIFFERENT THAN ABOVE):

NAME: __________________________________________

EMAIL ADDRESS:_________________________________

b. GOVERNMENT: JENNIFER MEAD – CONTRACT SPECIALIST

CONTRACTING OFFICE CODE: 36C252

MILWAUKEE WI 53214

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

a. FAR 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER – SYSTEM FOR AWARD MANAGEMENT (OCT 2018)

3. INVOICES:

a. Invoices shall be submitted monthly in arrears in accordance with 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

b. Payments shall be made in arrears upon receipt of a properly prepared invoice

c. The VA has mandated electronic invoice submission to the Veterans Affairs Financial Services Center (VAFSC). VAFSC has partnered with Tungsten Network e-Invoicing network, for submissions of all electronic invoices to VA. Tungsten Network electronic invoicing is free to all VA vendors. In order to submit electronic invoices, all VA vendors must register with Tungsten Network by submitting an email to VA.Registration@Tungsten-Network.com or calling 1-877-752-0900 option 2 for Enrollment.

d. Contractor shall submit an electronic invoice by the tenth (10th) of the following month services were performed to the Veterans Affairs Financial Services Center (VAFSC) e-Invoice through the website at https://portal.Tungsten-Network.com/Login.aspx. For questions regarding the submission of VA electronic invoices, Tungsten Network customer service may be contacted at 1-877-489-6135.

e. All invoices shall reference the vendor’s name and address, customer name, task order number, appropriate obligation/funding order number, description of services provided, quantity, unit price, and total invoice amount (any additional info). Invoices shall also include any payment discount terms.

4. GOVERNMENT INVOICE ADDRESS (See SF1449 Block 18):

a. All invoices from the contractor shall be submitted electronically in accordance with 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

b. Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests.

c. VA’s Electronic Invoice Presentment and Payment System – The Veterans Affairs Financial Services Center (VAFSC) uses a third-party contractor, Tungsten Network e-Invoice, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/customer-campaigns/veterans-affairs-us/ to begin submitting electronic invoices, free of charge.

d. As of July 1, 2020, the VA10091 form has been eliminated and the VAFSC is requiring our vendors to update and add their information in the Customer Engagement Portal (CEP) at https://www.cep.fsc.va.gov/. This is for new vendors being added to FMS only.

e. For assistance setting up e-Invoice, the below information is provided:

i. * Tungsten Network e-Invoice Setup Information: 1-877-489-6135

* Tungsten Network e-Invoice email: VA.Registration@Tungsten-Network.com

* FSC e-Invoice Contact Information: 1-877-353-9791

* FSC e-invoice email: vafsccshd@va.gov

5. Type of Procurement: Establishing a Blanket Purchase Agreement (BPA) EXCLUSIVELY set aside for the use of Veteran, Veteran with immediate family, or Veteran with designated caregivers.

6. ACQUISITION OF COMMERCIAL ITEMS:

This Request for Quote (RFQ) solicitation is issued under the authority of FAR Part 12 Acquisition of Commercial Items and FAR Part 13 Simplified Acquisition Procedures. FAR Part 15 will not be used. The procedures in Part 12 used in conjunction with Part 13 allow the Government to procure services resembling those in the commercial marketplace and streamline the procurement process. From this RFQ, the Government intends to award a firm fixed price contract where the contractor provides a price that is not subject to any adjustment on the basis of the contractor’s cost experience in performing the contract.

7. CONTRACTING OFFICER AUTHORITY:

The Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this task order. The Contractor shall communicate with the Contracting Officer on all matters pertaining to task order administration. Only the Contracting Officer is authorized to make commitment or issue changes that will affect price, quantity, or quality of performance of this task order. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the task order price to cover any increase in cost incurred thereof.

8. IDENTIFICATION, PARKING, SMOKING AND VA REGULATIONS:

a. All VA property is considered Federal property and all Federal laws are applicable.

b. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking is available from the VA Police Section. The VA will not invalidate or make reimbursement for parking violations of the Contractor under any conditions.

c. All VA facilities are drug free. Possession of drugs, to include Marijuana and all Marijuana biproducts are prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

d. All contractor personnel are required to adhere to all VA rules and regulations.

e. Smoking is prohibited on the entire campus, both inside and outside the VA Facility

f. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

g. VHA DIRECTIVE 1192: This Veterans Health Administration (VHA) directive establishes policy and provides guidance for the prevention of seasonal influenza in VHA facilities through the vaccination or masking of health care personnel (HCP). AUTHORITY: Title 38 United States Code (U.S.C.) 7301(b), 7318(b). Contractor is responsible in ensuring that all aspects of this directive are implemented, including providing face masks and influenza vaccines for all employees working at a VA facility.

9. SECURITY & PRIVACY CONTROL:

The Authorization & Accreditation (A&A) requirements of VHA Handbook 6500.6 do not apply to this requirement, therefore, a Security Accreditation Package is not required. No A&A or MOU/ISA is required. Sensitive information exposure as part of this contract involves applicable security controls within the facility as part of the VA Information Security If there are any questions related to privacy, please have a member of your staff contact the VA Privacy Service at (202) 461-6309. If there are any questions related to the information security, please have a member of your staff contact the Office of Cyber Security at (304) 262-7733.

STATEMENT OF WORK (SOW) Blanket Purchase Agreement (BPA) Jesse Brown VA Medical Center (VISN 12) Project Based VASH Emergency Hotel Contract FY22

INTRODUCTION

The Statement of Work (SOW) defines the scope for lodging requirements. The Contractor is to provide the Jesse Brown VA Medical Center (VISN 12), VA Contracting Officer Representative (COR) authorized Veteran patients, caregivers, and other VA COR authorized persons with hotel/motel lodging. The majority of Veteran patients requiring this lodging are homeless and awaiting permanent housing. The Veteran patients may also require 30 day stays in lodging prior to admission to other VA and/or community programming.

VISN 12 Location:

Jesse Brown VA Medical Center (All of Lake County, Indiana) 820 S. Damen Ave.

Chicago, IL 60612

PERFORMANCE PERIOD: The contractor shall complete required work detailed in this SOW upon contract award, unless otherwise directed by the Contracting Officer (CO). The performance periods of the contract are identified in Table 1.

Table 1 Type of Contract: This is a Blanket Purchase Agreement Contract for rooms EXCLUSIVELY set aside for use of Veteran, Veteran with immediate family, or Veteran with designated caregivers.

The facility does not guarantee a minimum quantity. Estimated annual quantity of rooms for each location are found in table 2.

Length of Stay – Initial 30-night stay with length of stay to be reduced or extended as authorized by VA. See “Determination of Eligibility.”

VISN 21 Service Requestors and Estimated Rooms

Table 2

NON-NEOGOTIABLE REQUIREMENTS: All rooms for this contract will be compliant with requirements outlined in The Americans with Disabilities Act (Public Law 101-336) (42 U.S.C. 12101 et. Seq.), and the Hotel and Motel Safety Act of 1990 (Public Law 101-391) (15 U.S. C. 2201 et Seq).

As required by FAR 52.216-22, “Indefinite Quantity” clause contained in this solicitation, the minimum quantity of hotel/motel rooms that will be required by VISN 12 facilities on the awarded contract is 70 rooms for the year and if exercised unilaterally at the Government’s Discretion Ordering Period 1, Ordering Period 2, Ordering Period 3, Ordering Period 4, Ordering Period 5 is 70 rooms per year.

The contractor shall be paid full price based on awarded contract pricing for occupied rooms.

Scope. The contractor shall be responsible for ensuring contracted lodging facilities meets or exceeds the following criteria and are included with the awarded room price:

1. Lodging to be furnished to the Veteran patients authorized by the VISN 12 facilities. See “Determination of Eligibility.”

2. VA lodgers shall include the Veterans and their spouse/family member or caregiver (Veteran plus one) based on determination of clinical need to have another party with the Veteran in the room.

3. Rooms will be located on the ground floor if there is no public elevator access readily available.

4. Lodging will be notified by VA prior to Veteran’s arrival. VA encourages lodging to accept Veteran patients at all hours, but VA will be flexible based on motel/hotel schedule and check-in policies.

5. All rooms must be compliant with requirements outlined in The Americans with Disabilities (ADA) Act (Public Law 101-336) (42 U.S.C. 12101 et. Seq.), and the Hotel and Motel Safety Act of 1990 (Public Law 101-391) (15 U.S. C. 2201 et Seq).

NOTE: ADA service animals will be allowed in the hotel and room.

6. Clear policies regarding pets are made available to the VA and Veterans.

7. All rooms must be compliant with the requirements of the National Fire Protection Association (NFPA) 101, Chapter 29, Life Safety code.

8. Documents of fire and health inspections by the local city, county, or state will be provided if requested.

9. Veterans will be arriving by VA transportation, local ambulance, or private vehicles from their referring VA Medical Center.

10. All rooms must be located on the ground floor for handicapped patients unless there is an accessible public elevator.

11. Rooms shall have at minimum one (1) double bed for single occupancy and two (2) double beds for family occupancy.

12. Each Room should have a bathroom.

13. Bar soaps and shampoos must be complementary.

14. Laundry facilities must be available on premises or within walking distance.

15. Refrigerators and microwaves should be available in the room.

16. Prior to occupancy by new tenant, the rooms shall be thoroughly cleaned in accordance with CDC guidelines. A checklist shall be utilized with a rating system to evaluate the cleanliness of each room.

https://www.cdc.gov/coronavirus/2019-ncov/community/organizations/cleaning-disinfection.html

17. Housekeeping services will use CDC guidelines to clean rooms in regard to both how to clean and what to wear for Person Protective Equipment (PPE) while cleaning.

https://www.cdc.gov/coronavirus/2019-ncov/community/organizations/cleaning-disinfection.html

18. During the 30-day stay, towels and linen can be delivered contact-free at Veteran’s request.

19. Clear policies should be available to VA and Veterans about what items can be brought into the hotel room.

20. Working TV in each room with remote and minimum basic cable to include network channels.

21. Telephone service must be provided in each room with free local calls and voicemail. Policies regarding long distance calls must be made clear to the VA and Veterans. Cost resulting from phone calls from the room will not be incurred by the VA or Veterans.

22. Hotel premises security will be provided and ensured.

23. Cost resulting from damages to the room will not be incurred by the VA or Veterans unless specified in incidentals charge agreement.

24. VA will not incur charges for any Pay Per View services or alcohol in minibars, etc.

25. The Government reserves the right, at any time before and after contract awards and during the term of the contract, to inspect available rooms and all other areas of the complex; access to which is necessary to ensure a safe and healthy environment for the occupants. This includes, but is not limited to:

a. Floors, baseboards, corners, and wall edges shall be free of dirt, dust, and debris. Glass and mirrors shall have no traces of film, dirt, smudges, or water. Stairways shall be free of dirt, debris, marks, smudges, scuffs, and other foreign matter. Carpets shall not be torn and free of dirt, debris, litter, and other foreign matters and are securely installed to avoid tripping hazards. Window treatments shall be free of stain, dust, and mold, hung by all drapery hooks, free of wear and tears. Ceiling tiles and light fixtures are to be free of stains and mold.

b. Pest Management: There shall be no observation of roaches, ants or any other pests that will cause an unhealthy environment. Infestation of skin parasites, such as bed bugs, must have rapid (within 24-hour) response.

c. Restrooms shall be disinfected, free of dirt, deposits, streaks, and odors. Showers shall be disinfected and free of soap film, scum, and other deposits. Floor shall be free of litter, dirt, dust, and debris.

d. Linen items shall not be torn, overly worn and must be free of stains.

DETERMINATION OF ELIGIBILITY

1) The contractor is responsible for communicating with the VA in determining Veteran eligibility for placement into contractor facility. All Veterans must be eligible for VA health care in order to be considered for admission to any hotel/motel. Failure to establish eligibility with appropriate VA staff prior to admission may result in denial of payment for services provided to ineligible Veterans.

2) The VA is capable in determining eligibility of Veterans prior to admission to contractor bed for services. The contractor is expected to work with identified VA Liaison or other designees to confirm eligibility; it is understood that payment for Veterans admitted without an initial determination of eligibility may not be authorized if the Veteran is found to be ineligible.

3) A list of authorized VA ordering personnel, including primary identified VA Liaison, shall be made available to the contractor upon award of the contract. VA employees may be added or deleted from this list during the term of the contract at the discretion of VA. The contractor shall not deviate from the list of individuals authorized to approve admissions without an updated list.

4) Referral constitutes authorization of an initial service period of up to 30 days (unless otherwise specified). Length of stay to be reduced or extended as authorized by VA.

5) For Extension Requests, the contractor is responsible for receiving communication from the VA regarding VA requests for stay extensions of services beyond the initially authorized service period of 30 days. Contractors must ensure requests for stay extensions of services beyond the initially authorized 30-day service period are reviewed and approved in writing by the VA Liaison (Social Work Service Contract Coordinator/COR).

CANCELLATION

1) VA reserves the right to cease payment on behalf of any or all Veterans in the facility at any time without additional cost, when it is determined to be in the best interest of the Veteran or VA.

2) Cancellation of a Veteran’s room by the contractor for policy violations or other reasons will be explained to the VA liaison immediately and within 24 hours. Policies that could lead to cancellation should be made clear and available to Veterans and the VA. Attempts should be made by the contractor to avoid sudden room cancellation by contacting the VA in advance whenever possible in order to seek other arrangements of hotel or shelter placement for the Veteran.

3) Removal of Veterans from the hotel-by-hotel staff, security, local police, emergency medical personnel, etc. will be documented by the hotel and documentation will be made available to the VA.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

SERVICES

Jesse Brown VA Medical Center - Project Base VASH Emergency Hotel (INDIANA)

Regular Rooms

Ordering Period 1 POP Begin: 02-01-2022 POP End: 09-30-2022

PRINCIPAL NAICS CODE: 721110 - Hotels (except Casino Hotels) and Motels PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Jesse Brown VA Medical Center - Project Base VASH Emergency Hotel (INDIANA)

Family

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Jesse Brown VA Medical Center - Project Base VASH Emergency Hotel (INDIANA)

Ordering Period 2 POP Begin: 10-01-2022 POP End: 09-30-2023

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Jesse Brown VA Medical Center - Project Base VASH Emergency Hotel (INDIANA)

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Jesse Brown VA Medical Center - Project Base VASH Emergency Hotel (INDIANA)

Ordering Period 3 POP Begin: 10-01-2023 POP End: 09-30-2024

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Jesse Brown VA Medical Center - Project Base VASH Emergency Hotel (INDIANA)

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Jesse Brown VA Medical Center - Project Base VASH Emergency Hotel (INDIANA)

Ordering Period 4 POP Begin: 10-01-2024 POP End: 09-30-2025

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Jesse Brown VA Medical Center - Project Base VASH Emergency Hotel (INDIANA)

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Jesse Brown VA Medical Center - Project Base VASH Emergency Hotel (INDIANA)

Ordering Period 5 POP Begin: 10-01-2025 POP End: 09-30-2026

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Jesse Brown VA Medical Center - Project Base VASH Emergency Hotel (INDIANA)

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

GRAND TOTAL

B.3 INTRODUCTION

In the spirit of the Federal Acquisition Streamlining Act, the Department of Veterans Affairs (DVA) and hereby enter into a cooperative agreement, otherwise referred to as a Blanket Purchase Agreement (BPA), to further reduce the administrative costs of acquiring supplies/services.

The agreement details all with accompanying prices and descriptions, which may be ordered under this BPA.

All orders placed against this BPA are subject to the terms and conditions of all the clauses and provisions in full text or incorporated by reference in this document.

SECTION C - CONTRACT CLAUSES

C.1 TERMS AND CONDITIONS

The Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH the Department of Veterans Affairs:

C.2 OPTION TO EXTEND THE TERM OF THE BPA

a. The Government may extend the term of this BPA by written notice to the Contractor at any time prior to the expiration of the BPA, provided that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 30 days before the BPA expires. The preliminary notice does not commit the Government to an extension.

b. If the Government exercises this option, the extended BPA shall be considered to include this option provision.

C.3 NONPERSONAL SERVICES

a. In performance of this contract, the BPA holder will provide services as required by program offices to support management of their overall mission. This will be based upon the order's performance work statement for the specific effort. Orders will be formally issued to the BPA holder as opposed to individual BPA holder employees.

b. The services required under the Agreement constitute professional and management services within the definition provided by FAR 37.201. Under this Agreement the Government will obtain professional services, which are essential to the Department of Veterans Affairs mission but not otherwise available within Department of Veterans Affairs.

c. The Government will neither supervise BPA holder employees nor control the method by which the BPA holder performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual BPA holder employees. It shall be the responsibility of the BPA holder to manage their employees and to guard against any actions that are of the nature of personal services or give the perception of personal services. If the BPA holder feels that any actions constitute, or are perceived to constitute personal services, it shall be the BPA holder's further responsibility to notify the Contracting Officer immediately.

d. These services shall not be used to perform work of a policy/ decision making or management nature. All decisions relative to programs supported by BPA holders will be the sole responsibility of the Government. Support services will not be ordered to circumvent personnel ceilings, pay limitations, or competitive employment procedures.

C.4 AUTHORIZED LIMITS

The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach $5,000.00/per Order. This Order Limit may be increased by mutual agreement of the parties as necessary, in whole or part. The authorized Ceiling Limit of the Agreement is set at $200,000.00 over the period covered by the Agreement; this ceiling is also not a guarantee. The Ceiling Limit may also be raised in association with Order Limit increases or other conditions which, by mutual agreement of the parties, maybe considered necessary. Authorization for individual orders above the stated order and/or Ceiling Limits must be coordinated through the Contracting Officer before larger valued orders can be issued and prior to commencement of work. All unauthorized work, regardless of amount, will be processed through the ratification process.

C.5 OBLIGATION OF FUNDS

This BPA does not obligate any funds. The Government is obligated only to the extent of authorized orders actually issued under the BPA by the Contracting Officer.

C.6 AUTHORIZED INDIVIDUALS

Individuals Authorized to Place Orders:

DVA authorizes the following entities to place orders: Contracting Officer

C.7 ORDER FORMAT

Orders will be placed against this BPA via e-mail, Electronic Data Interchange (EDI), FAX, or in hardcopy format. Each individual BPA Order will describe the tasks, services and deliverables required.

C.8 AUTHORIZED REPRESENTATIVES

The primary Contracting Officer (CO) for this Agreement is:

Jeffrey.Statz@va.gov

The Primary Contracting Officer's Representative (COR) for projects under this Agreement is:

The Secondary Contracting Officer's Representative (COR) for projects under this Agreement is: The Primary and/or Secondary COR will be responsible for technical monitoring of the contractor's performance and deliveries. The COR and the Contractor's Representative shall work together to ensure that all contractual requirements are being met. The COR will interpret specifications or technical portions of the work. The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract.

(2) Waive or agree to modification of the delivery schedule.

(3) Make any final decision on any contract matter subject to the Disputes Clause.

(4) Terminate, for any reason, the contractor's right to proceed.

(5) Obligate in any way, the payment of money by the Government. Only a warranted Contracting Officer is authorized to obligate funds on this or any other contract action.

The contractor shall immediately notify the Contracting Officer in writing if the COR has taken an action (or fails to take action) or issues directions (written or oral) that the contractor considers exceeding the above limitations.

The contractor shall provide the Contracting Officer information copies of all correspondence to the COR.

C.9 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) Contractors 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.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)

DEC 2013

C.11 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from Award Date through September 30, 2026.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

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

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

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

(3) If sent electronically, the Government either—

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

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

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

(End of Clause)

C.12 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $500, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $5,000.

(2) Any order for a combination of items in excess of $200,000; or

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

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

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

(End of Clause)

C.13 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.14 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

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

(End of Clause)

C.15 VAAR 852.212-70 PROVISIONS AND CLAUSES…