36C25521Q0526.docx

36C25521Q0526

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

36C25521Q0526 07-27-2021 Emilio Ballentos emilio.ballentos@va.gov 913-946-1981 08-10-2021 11:00 am

CDT

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 X X 493110 $30 Million N/A X Department of Veterans Affairs Robert J. Dole VA Medical Center 5500 E. Kellogg Avenue Wichita KS 67218-1607 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048

36C255 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 Warehouse Services for Wichita VAMC in accordance with the Performance Work Statement.

*** See Section B for Details *** This will result in a Firm Fixed Price, FOB Destination contract with a Base Year and Two (2) Option Years.

This is intended as a Small Business Set-Aside. Offeror must be registered in SAM (https://www.sam.gov/SAM/) per FAR 4. 1102(a). SDVOSB/VOSB must be verified in the Vendor Information Page (VIP).

WD - 2015-5341, Rev. 16 applies – See Section D for Details See CONTINUATION Page X X Emilio Ballentos Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

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

a. CONTRACTOR: NAME: ___________________________________

DUNS #: __________________________________

b. GOVERNMENT: CONTRACTING OFFICER 36C255

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE (NCO) 15

3450 S 4th STREET

LEAVENWORTH, KS 66048

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System for Award Management

3. INVOICES: Invoices shall be submitted:

[X] Upon Completion of Service [X ] Other

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

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

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

Page 1 of Page 1 of

B.2 PERFORMANCE WORK STATEMENT (PWS)

Contingency External Storage Facility

1.0 BACKGROUND

The Veterans Health Administration (VHA) Robert J. Dole VA Medical Center requires warehousing support services to supplement existing capacity for supplies and/or equipment.

2.0 SCOPE OF WORK

2.1 The contract is to provide the VHA with all warehousing services necessary and ensure continuity of access to, and delivery of, VA procured healthcare supplies and equipment to Veterans. The Contractor is to safeguard all government healthcare supplies and equipment that may be housed in the Contractor location.

2.2 In support of this initiative, the contractor shall provide logistical support services and warehouse operations such as pick-up, receipt validation, staging, and delivery for VA Warehousing in support of the Robert J. Dole VA Medical Center. The Contractor will pick-up medical/surgical items and/or equipment on a scheduled set time once a week and transport items to the Contractor facility for storage. If there are required deliveries from the Contractor Facility to the Medical Center, Contractor will complete on the weekly scheduled pick up day. The VA Contracting Officers Representative (COR)/designee will have authority to visit the contractor facility on a weekly basis, to perform physical inspections and inventory management of stored product.

2.3 The warehouse facility shall be located within driving distance of the Robert J. Dole VA Medical Center, 5500 E Kellogg Drive, Wichita, KS 67218 to ensure product can be delivered same day within 4 hours of notification between 7:30 am to 4:00 pm. The Contractor shall have storage facilities sufficient to contain VA items in secure, temperature and climate-controlled conditions (see paragraph 2.6 for details) that will preserve the operability of the items stored. The storage facility must be at a minimum of 6000 sq. ft. (total Sq Ft. capacity) with a capability to store vertical shelves at a minimum of 12 ft, unobstructed. Footprint is required to be no less than 3000 sq ft. for pallet storage and sufficient space for horizontal storage of equipment as well.

Shelving for structure will be provided and installed at the VA Medical Center’s expense, unless facility is equipped with adaptable shelving installed. If needed, the VA will install Industrial Steel Shelving. A minimum of 96”W X 48”D X 96”H with ability to hold a minimum of 3 shelves to accommodate a standard size 4 FT x 4 FT pallet (Actual sizes will be based on awarded warehouse space). Shelving will be bolted on deck per regulation.

2.4 Contractor shall comply with all applicable Federal, State, local and industry safety, i.e., OSHA, Department of Labor (DOL), and health standards, regulations and statutes pertaining to the operation of the warehouse and/or distribution of commodities, including healthcare supplies, identified herein. The facility must be kept clean and uncluttered (i.e. no visible dust on products), cleaned at least once weekly to avoid contamination. All medical/surgical items and equipment will be wrapped by VA Personnel upon receipt prior to Contractor pick-up. Contractor is to manage pest control; the facility is to remain free of insects, rodents, and other vermin.

2.5 Contractor's facility shall meet all industry standards for fire alarms and suppression systems for the commodities being warehoused. Facility shall also have individual 24/7 monitored alarm access and shall comply in accordance with the Code of Federal Regulations (CFR) Title 21, to maintain inventory in controlled warehouse storage.

2.6 VA Medical/Surgical Supplies/equipment shall be segregated by a cage or other defining material for quick identification purposes. Medical/Surgical Supplies shall be stored in a temperature-controlled environment. Storage locations must be a stable environment without extreme changes in temperature and humidity. At a minimum, supply storage areas must meet the following specifications: Relative Humidity < 75 %, Temperature 64 – 78 degrees Fahrenheit. The contracting facility must have the capability to monitor and report Temp Control out-of-range events.

2.7 Contractor shall be able and capable to receive and process an average of 6 to 8 pallets of medical/surgical supplies/equipment once a week, Monday thru Friday from 7:30 am to 4:00 pm. (Specific day of the week to be determined upon award.) The Contractor shall have the means to pick up VA items from VA facility sites, transport and store those items at the Contractor’s storage facility and have the means to deliver stored items to VA facilities as directed, VA facility will have a dock and forklift to assist with loading and offloading. To properly receive and deliver items, the Contractor’s facility must have a functional receiving dock. Transportation vehicles used to deliver products should complement the dock configuration so products are off-loaded efficiently, and products will be removed from the truck/transportation vehicle by the contractor with contractor material handling equipment at contractor’s facility; no government furnished equipment will be provided.

2.8 The initial load will consist of transferring all product from the temporary storage facility to the new facility. This will consist of approximately 200 to 250 pallets. (Separately Price)

2.9 The Contractor shall provide delivery service of medical/surgical supplies/equipment as needed and requested by the VA, when a routine out-of-cycle or emergency event occurs.

2.9.1 Regular/routine deliveries, after proper notification utilizing agreed upon method, are to be made Monday through Friday, next business day. Routine deliveries are to be made during normal business hours. A standard delivery will consist of up to 8 pallets.

2.9.2 Emergency Deliveries are to be made within four hours of request. If the VA requests an emergency item, and it can be added to the regular delivery, the contractor shall add the item to the regular delivery at no additional cost. If the VA requests an emergency delivery outside of the regular delivery timeframe, the contractor shall have the capability of delivering supplies 24 hours a day, 7 days a week on an emergency basis for an additional agreed upon cost. Emergency deliveries will likely occur once or twice a year.

2.10 At the request of the VA, supplies and equipment may be available via will call for pick-up and/or delivery. Will call orders shall be completed by government employees identified by the VA COR/Designee.

2.11 Contractor shall maintain an inventory system to document product and equipment received into and/or removed from the storage facility. Information shall be provided by VA Personnel prior to Contractor pick-up and shall include content of each pallet to include item count and product description. Contractor’s system shall have provided information and locations available.

2.12 Contractor shall accept e-mail as an acceptable tool for requests of medical supplies and equipment to be delivered from the Storage Facility to the VA Medical Center for usage as needed.

2.13 Access Control Log: All individuals (contractor personnel or VA Employee) are to sign-in and sign-out when accessing space where VA supplies or equipment are stored. A copy of the log is to be provided to the COR/designee on a monthly basis. The log is to be made available on demand if requested.

2.14 Contractor shall provide full access for VA personnel for warehouse inspection during normal business hours (8:00AM - 4:30PM, Monday - Friday). If emergency access is required, the VA will contact Contractor personnel using agreed upon means provided by contractor to ensure appropriate communication takes place prior to access by VA personnel.

2.15 Examples of types of Medical/Surgical supplies/devices/equipment The following list of items provides examples of the types of medical devices and supplies that may need to be stored under this contract in the future. This list is not all inclusive.

2.16 Contractor shall provide complete warehouse management services for an average of 100 pallets for approx. 50 to 75 items, with expansion capabilities up to a maximum of 500 pallets. A standard pallet is 40x48 inches, with a maximum height of 7 feet (approximately 86.5 cubic feet per pallet).

3.0 PERFORMANCE PERIOD

The period of performance (PoP) of this Firm Fixed Price task order is as follows:

Base period: 09/01/2021 – 08/31/2022 Option Period 1: 09/01/2022 – 08/31/2023 Option Period 2: 09/01/2023 – 08/31/2024

4.0 PLACE OF PERFORMANCE

Tasks under this contract shall be performed at Contractor Facility and commodities delivered to the designated VA facility located at 5500 E Kellogg Ave, Wichita, KS 67218.

5.0 KICKOFF MEETING

The Government will host a kickoff meeting within three (3) business days after contract award (if required).

6.0 TASKS AND DELIVERABLES,

The Contractor shall perform the Tasks contained herein. The Contractor shall provide all labor resources necessary to accomplish the deliverables described herein.

6.1 PROJECT MANAGEMENT

The Contractor shall appoint an Onsite Representative who will be the single point of contact between the Contractor and the Government. The Onsite Representative shall be responsible for ensuring that the deliverables set forth in this document are delivered on schedule and that they meet the requirements of the PWS. An On-site Representative shall provide management briefings, as required. The on-site supervisor or designee shall always be available when contract work is in progress to receive notices, reports or requests from the COR/designee.

6.2 WAREHOUSE OPERATIONS SUPPORT

Contractor shall provide the following warehouse operations support.

6.2.1 RISKS ASSET MANAGEMENT

The Contractor shall provide Receipt, Inventory, Integration, and Delivery support using multiple asset management processes and systems, as required.

6.2.2 RECEIPT

Review accuracy of all assets delivered to warehouse are in accordance with approved invoice or associated Bill of Lading, including verification of asset counts.

Inspect deliveries for damages, document condition upon receipt and notify COR/designee of any discrepancies.

6.2.3 INVENTORY

Track all packages from receipt to delivery.

6.2.4 INTEGRATION

Store assets and ability to quickly retrieve stored assets upon request.

Capture assets by pallet and rack location within the designated staging facility.

6.2.5 SHIPPING/DELIVERY

Provide inventory lists and enable supply transactions.

6.2.6 INSPECTION

Regular Inspection and Maintenance: The Contractor shall regularly inspect and maintain stored VA items in accordance with manufacturers’ requirements.

6.3 INFORMATION DESK

6.3.1 Acknowledge all information flowing in and out of the warehouse.

6.3.2 Track all inbound shipment notices, alert warehouse personnel, and track delivery status.

6.3.3 Collect delivery information for reporting purposes.

6.3.4Maintain Access Control Log.

7.0 MANAGEMENT PLAN, SAFETY PLAN, AND COVID-19 BREAKOUT PLAN

The Contractor's General Management Plan, as presented in its proposal, will be incorporated as part of the contract award and implemented upon award.

8.0 SCHEDULE FOR DELIVERABLES

Note: Deliverables with due dates falling on a weekend or holiday shall be submitted the following Government workday after the weekend or holiday unless an emergency delivery is requested.

9.0 METHOD AND DISTRIBUTION OF DELIVERABLES

The Contractor will deliver documentation in electronic format, unless otherwise directed.

10.0 CONTRACTOR PERSONNEL SECURITY

10.1 The Contractor shall provide all material handling equipment training for their employees required to perform the tasks identified herein

10.2 The Contractor shall be responsible for obtaining all necessary permits and licenses, and for complying with all applicable federal, state and municipal laws and regulations.

10.3 The contractor shall be able to read, write, speak and understand the English language.

11.0 CONTRACTOR PERSONNEL NON-SECURITY REQUIREMENTS

11.1 The Robert J. Dole VAMC is a no Smoking facility and smoking is prohibited anywhere within the perimeters of the facility.

11.2 Possession of weapons is prohibited anywhere within the perimeters of the facility.

11.3 Contractor will maintain physical security of the warehouse facilities housing the activities performed under this contract. The contractor will ensure that security procedures are defined and enforced.

12.0 NON-PERSONAL SERVICES CONTRACT

This contract is a non-personal services contract as defined in the FAR at subpart 37.101. It is understood and agreed that the Contractor and/or Contractor's employees and subcontractors:

shall perform the services specified herein as independent contractors, not as employees of the government.

Shall be responsible for their own management and administration of the work required and bear sole responsibility for complying with any and all technical, schedule, or financial requirements or constraints attendant to the performance of this contract.

Shall be free from supervision or control by any government employee with respect to the manner or method of performance of the services specified; but

Shall, pursuant to the government's right and obligation to inspect, accept or reject the work, comply with such general direction of the Contracting Officer, or the duly authorized representative of the Contracting Officer, as is necessary to ensure accomplishment of the contract objectives.

ATTACHMENT A – List of Supplies to be Relocated to Contractor Facility

Each

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

POP Begin: 09-01-2021 POP End: 08-31-2022 Warehouse Services for Wichita VA Medical Center

POP Begin: 09-01-2022 POP End: 08-31-2023 Warehouse Services for Wichita VA Medical Center

POP Begin: 09-01-2023 POP End: 08-31-2024 Warehouse Services for Wichita VA Medical Center

B.4 DELIVERY SCHEDULE

ITEM NUMBER

Robert J. Dole VA Medical Center 5500 E. Kellogg Avenue Wichita, KS 67218 1607

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 http://www.va.gov/oal/library/vaar/

(End of Clause)

C.3 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 09/01/2020 through the end of all Option Years.

(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.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 $_____, 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 $_____;

(2) Any order for a combination of items in excess of $_____; or

(3) A series of orders from the same ordering office within 30 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.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) 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 Final Expiration of contract to include any exercised Option.

(End of Clause)

C.6 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 .

(End of Clause)

C.7 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 of contract expiration.

(End of Clause)

C.8 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 3 Years and 6 Months.

(End of Clause)

C.9 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2020)

(a) Definition. Small business concern, as used in this clause—

(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the size standards in this solicitation.

(2) Affiliates, as used in paragraph (a)(1) of this clause, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

(b) Applicability. This clause applies only to—

(1) Contracts that have been totally set aside for small business concerns; and

(2) Orders set aside for small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).

(c) General.

(1) Offers are solicited only from small business concerns. Offers received from concerns that are not small business concerns shall be considered nonresponsive and will be rejected.

(2) Any award resulting from this solicitation will be made to a small business concern.

(End of Clause) C.10 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[X] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[] 852.233–70, Protest Content/Alternative Dispute Resolution.

[] 852.233–71, Alternate Protest Procedure.

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