36C25519Q0564-003.docx

36C25519Q0564

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

657-19-3-8569-0166 36C25519Q0564 09-06-2019 Sysengchanh, Khamoy "Dee" 913-946-1975 09-19-2019 12:01 pm 00255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Leavenworth

KS

66048 X X 721110 $35 Million N/A X 00255 Department of Veterans Affairs Department of Veterans Affairs NCO 15 Contracting 3450 S 4th Street Leavenworth

KS

66048 00255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Leavenworth

KS

66048

00255 Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin

TX

877-353-9791 512-460-5429 See CONTINUATION Page To establish a commercial requirement's contract for firm fixed price orders with a base year and 4-option periods, to be exercised at the discretion of the Contracting Officer, to provide lodging services for the John Cochran Division of the St. Louis VA Health Care System.

This is a 100% Small Business set aside.

See pages 5 through 7 for the B.2 Schedule of Price and Delivery See pages 8 through 12 for the B.3 Statement of Work See page 32, Section D, for the Wage Determination, WD 2015-5075, St. Louis City See pages 39 and 40 for E.2 ADDENDUM to FAR 52.212-1: Instructions to Offerors See CONTINUATION Page 657-3690160-8569-822100-2580 0100221L4 X X Bruce L. Kidder Contracting Officer

Attention Please go to Page 39 of this RFQ and review E.1 ADDENDUM to FAR 52.212-1:

Instructions to Offerors.

This ADDENDUM contains key information 36C25519Q0564 on how to properly respond to this RFQ.

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

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

a. CONTRACTOR:

Leavenworth, Kansas 66048

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.

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

B.2 SCHEDULE OF PRICE AND DELIVERY

The quantities each (YR) listed below are estimates only. The Government is not obligated to any specified amount of services, but shall be obligated to provide payment for all services provided in accordance with the contract.

This is a firm fixed price contract with a Base Year of performance and 4-Option Years. The exercise of option years is at the discretion of the Government.

Base Year: TBD

Option Year 1: TBD

Option Year 2: TBD

Option Year 3: TBD

Option Year 4: TBD

Total of Base Year and 4-Option Years: $___________

Below, fill-in names and addresses of proposed hotel/motel accommodations which you intend to use to meet the requirements of this solicitation.

1. _______________________

2. _______________________

3. _______________________

4. _______________________

B.3 STATEMENT OF WORK

1. GENERAL INFORMATION

Provide fully furnished hotel/motel rooms with standard amenities including shuttle service and no-cost breakfast, to eligible beneficiaries of the Dept. of Veterans Affairs per this Statement of Work, and other contract terms and conditions.

a. Title of Project: Lodging Services for the beneficiaries of the St. Louis VA Healthcare System.

b. Scope of Work: The Contractor shall provide all resources necessary to accomplish the deliverables described in this statement of work, except as may otherwise be specified.

c. Location: Contract deliverables are to be furnished at the Contractor’s commercial lodging facility that is located within a five (5) mile radius of the following VA facilities:

Dept. of Veteran’s Affairs St. Louis VA Healthcare System John Cochran Division 915 N. Grand Boulevard St. Louis, MO 63106

d. Contracting Officer’s Representative (COR) The Government Contracting Officer’s Representative (COR) for this contract will be listed in Block 20, SF 1449, upon award. The contractor's representative will schedule all work with the COR prior to performance of services. The contractor shall report all issues to the COR. The contractor shall ONLY respond to service calls placed by the COR, or his representative.

e. Contract Administration Data All contract administration functions will be retained by the Department of Veterans Affairs. The Contracting Officer will be the only person authorized to approve changes or modify any of the requirements under this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer will be authorized to make commitments or issue changes that affect price, quantity, or quality of performance of this contract. 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 unauthorized and no adjustment will be made in the contract price to cover any increase in costs incurred because of the change.

f. Performance Period See B.2. SCHEDULE OF PRICE AND DELIVERY.

2. CONTRACT AWARD MEETING

The Contractor shall not commence performance on this contract until the CO has conducted a kick-off meeting or has advised the Contractor that a kick off meeting is waived.

3. SERVICES TO BE PROVIDED

a. Contractor shall furnish rooms to VA beneficiaries as referred by authorized personnel of the St. Louis VA Healthcare System. The contractor shall furnish all standard supplies/services included as minimum room requirements. Lodging shall be provided in accordance with Attachment 1: HopTel Lodging Services, to accommodate those beneficiaries receiving medical care who may have to travel long distances for evaluation the day before or the day after treatment received. Only medically stable beneficiaries who would normally be discharged to their home will be considered for lodging.

b. Room requirements:

1. Nightly room prices, as quoted in the Schedule, shall include all fees and applicable taxes and any other no-charge services offered to guests such as shuttle service and continental breakfast. Rates shall not include sales tax. The Dept. of Veterans Affairs (VA) is a Federal agency and therefore exempt from paying sales tax. Room rates offered shall be Single Occupancy and shall provide a minimum of two (2) double beds. The VA beneficiary shall be allowed one caregiver/driver/attendant to stay in the same room with the beneficiary, at the single occupancy rate when pre-authorized by the VA. Any additional occupants are the responsibility of the beneficiary and shall not lodge at VA expense.

2. Contractor shall reserve two (2) rooms for the St. Louis VA Healthcare System Sunday through Friday each week for beneficiaries from either site accordingly that are deemed eligible for temporary Lodging or HopTel services by VA staff. Additional rooms may be reserved by the VA at the same rates based on a space available basis. The Contractor will invoice for and be paid only for actual room nights occupied in accordance with the Paragraph 3.b.1. above.

3. The fully furnished hotel/motel rooms shall include contractor provided utilities and other specified services. The hotel/motel rooms shall comply with all city, county and state building codes and ordinances applicable to the ownership and operation of the building in which the rooms are located. Rooms shall comply with the applicable NFPA (Fire) 101, 2003 or latest edition, Chapters 28/29 specifications and American with Disabilities Act (ADA) guidelines. All rooms shall be located in a single hotel or motel.

4. Each room shall be wheelchair accessible or be ADA compliant elevator serviced. Access to rooms shall be from interior hallways that are accessed directly from the front desk/elevator lobby area. There shall be no physical barriers.

5. The rooms shall be smoke-free unless requested otherwise by the beneficiary. Contractor personnel shall not smoke in the rooms at any time whether or not VA referred occupants are present.

6. Contractor shall supply all utilities including heat, air conditioning, electricity, water and sewer, local telephone service (no deposit required), and basic television cable service.

c. Rooms shall be located in as reasonably quiet or tranquil part of the hotel/motel as possible. (3). Room reservations: Room reservations, room occupancy and room payment will be on the following basis:

1. The Contractor shall allow the occupancy of the room covered by this contract only upon the specific individual referral by authorized personnel of the VA St. Louis Healthcare System. The VA will inform the Contractor of each individual’s name and the arrival date at the Contractor’s facility. Stays will be limited to one night unless additional nights are specifically authorized by the VA.

2. Services shall be furnished Sunday through Friday evenings for beneficiaries of the St. Louis VA Healthcare System. The Contractor shall use its existing check in and checkout times.

3. Federal Holidays: Ten holidays observed by Federal Government are listed below plus any other day specifically declared by the President of the United States:

4. The VA personnel authorized to place beneficiaries with the Contractor and resolve conflicts are the Social Work Service Program Support, the Chief, Social Work Service, and Administrative Officer of the Day (AOD). They can be reached 8 a.m. to 4:30 p.m., Monday through Friday at 314-652-4100 x59558 or 53691. After hours, weekends and holidays, the AOD can be reached at 314-652-4100 extension “0”.

5. The authorized dates and length of stay will be documented on a written hotel voucher issued by the authorized VA personnel. The voucher will be presented to the Contractor by the VA referred beneficiary at the time of check-in. In the event that a VA referred beneficiary refuses to vacate the room, the Contractor shall immediately notify authorized personnel. Also, in the event that a VA referred beneficiary checks out of the facility without prior notice from the VA, the Contractor shall immediately notify the authorized personnel at the VA. Individual VA authorization vouchers must be retained by the Contractor until after payment for each voucher has been received.

6. The Contractor shall submit an itemized Usage Report to the VA for actual room nights furnished during the month. This report is due by the 15th of the month following the previous month’s services. The Usage Report shall contain the contract number, name of beneficiary and dates of lodging.

d. Beneficiary emergencies: In the event a VA referred beneficiaries in an emergency situation of any kind, the Contractor shall contact the 911 emergency medical services to respond to the emergency. Once the emergency has been resolved the Contractor shall notify the authorized personnel at the VA of the situation.

e. Room maintenance: Daily room maintenance shall comply with all Federal, State and local laws and commercial standards (Reference FAR 52.212-4(q)).

f. Shuttle Service from the John Cochran division to the hotel location and return transportation as required for scheduled procedures. This may require afternoon pick up from the hospital and early morning delivery times to the hospital.

4. GENERAL BUILDING REQUIREMENTS AND SPECIFICATIONS

a. Heating and cooling requirements shall be in compliance with ADA and/or State of Missouri Laws accordingly.

1. All cooling and heating devices and appliances, including but not limited to furnaces, fireplaces, electrical baseboard heaters and water heaters, shall be an approved type in good and safe working order and shall meet all installation and safety codes.

2. Contractor shall maintain all appliances and utility systems. This shall include the cleaning or replacement of air filters for both the heating system (providing the heating system is a forced hot air heating system) and for the cooling system every 30 calendar days.

b. Electrical and Lighting Requirement shall be in compliance with ADA and/or State of Missouri Laws accordingly.

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

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

e. Telephone Service Requirements:

1. Contractor shall provide local area, touch tone, telephone service (no deposit required) for each room. The telephone service shall be capable of long-distance telephone service when long distance calls are placed using a telephone calling card or other telephone charge method. The VA will not be charged for and will not pay for any long-distance calls unless prior approval is obtained from the VA.

2. Contractor shall provide one telephone in each room.

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

f. Fire Safety:

1. Buildings in which space is offered shall be evaluated in accordance with latest editions of the NFPA 101, LIFE SAFETY CODE and AMERICAN DISABILITIES ACT (ADA).

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

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

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

g. Wheelchair Accessibility: Common areas such as hallways shall provide an accessible path for travel of wheelchairs.

h. Elevators: If elevators are a part of the building, they shall conform to the latest requirements of the American National Standard A171 and A171a Safety Code for Elevators, except for elevator emergency recall and shall be inspected and maintained in accordance with American National Standard A17.1, Inspector’s Manual for Elevators or equivalent local code. The elevators shall also comply with local codes and ordinances.

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

j. The lodging facility must be compliant with the requirements of the Hotel and Motel Fire Safety Act of 1990 (Public Law 101-391) (15 U.S.C. 2201 et. seq.) and is listed on the US Fire Administration Hotel and Motel National Master List found at https://apps.usfa.fema.gov/hotel/ and the System for Award Management (SAM) database found at https://www.transportation.gov/osdbu/system-award-management-sam or by calling 1-866-606-8220. In addition, the lodging facility must be compliant with the requirements of the Americans with Disabilities Act (Public Law 101-336) (42 U.S.C. 1210 et. seq.).

5. INSPECTION AND ACCEPTANCE

The VA reserves the right to conduct an inspection of the lodging facility(ies) by a team of VA contract and safety team members at any time before and after contract award and during the term of the contract to ensure a safe and healthy environment for the VA referred beneficiaries. The Contractor will be provided appropriate notice prior to such inspection. See FAR 52.212-4 for additional Government rights and inspection requirements and Attachment 2: Hotel/Motel Evaluation Checklist.

6. IT SECURITY REQUIREMENTS

Specific training and certification requirements for Contractor personnel for the viewing, handling or storage of confidential information are not applicable to this contract.

7. ATTACHMENTS:

a. Attachment 1: HopTel Lodging Services. This memo (Memorandum 122-06: dated September 1, 2016) provides information concerning the eligibility criteria for the beneficiaries who will be assigned lodging in accordance with this contract.

b. Attachment 2: Hotel/Motel Evaluation Checklist. This checklist provides a listing of the health and safety items that will be inspected prior to contract award and that will be inspected randomly after contract award during the performance of the contract.

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.252-2 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 FAR http://www.va.gov/oal/library/vaar/ VAAR

(End of Clause)

C.3 52.216-18 ORDERING (OCT 1995)

(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 the effective date of the contract through the end of the effective period.

(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) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.4 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 one night stay, 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 3 nights stay;

(2) Any order for a combination of items in excess of 11 nights stay; or

(3) A series of orders from the same ordering office within one 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 one 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.5 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after five years and six months.

(End of Clause)

C.6 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days prior to expiration.

(End of Clause)

C.7 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days prior to expiration; 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 and six months.

(End of Clause)

C.8 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

C.9 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses or veteran-owned small businesses proposed as subcontractors in accordance with 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more service-disabled veteran-owned small businesses or veteran-owned small businesses for subcontract work of the same or similar value.

(End of Clause) C.10 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement.

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

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

(End of Clause)

C.11 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.12 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

The contractor shall obtain all necessary licenses and/or permits required to perform this work. He/she shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract. He/she shall be responsible for any injury to himself/herself, his/her employees, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by his/her employees fault or negligence, and shall maintain personal liability and property damage…