36C25525Q0116 Hoptel Solicitation.docx

36C25525Q0116

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

02-20-2025 Ferguson, Laura | Laura.Ferguson@va.gov 913.946.1962 03-03-2025 16:30

CST

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway

Leavenworth KS 66048

X

721110 $40 Million

NET 30 DAYS

N/A

SEE SCHEDULE FOR DETAILS

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 Lodging Services for the beneficiaries of the St. Louis VA Healthcare System.

The Government anticipates award a firm fixed price 5 year IDIQ with one (1) year (12 months) ordering periods.

Please see section E. for detailed Instructions for proposal submission. See section E. for Evaluation process.

Applicable Wage Determination is attached.

See CONTINUATION Page

ONE

Ferguson, Laura Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(a). CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

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

(c). INVOICES: Invoices shall be submitted in arrears:

(d). 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 Austin TX

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

(e). REFERENCE NUMBERS: Please reference both the Order number (to be assigned) and the Obligation Number (to be assigned) on all correspondence and invoices. If contract option years are exercised, new obligation numbers will be issued and identified on the contract modification document.

(f). AUTHORIZATIONS:

(1). The Contracting Officer (CO) named in Section (a) above is responsible for the overall administration of this contract. Only the CO has the authority to make changes which affect:

(A). Contract prices, (B). Quality, (C). Quantities, or (D). Delivery terms and conditions.

(g). CONTRACT TIME PERIOD:

· 06/01/2025 – 05/31/2026 Ordering Period I

· 06/01/2026 – 05/31/2027 Ordering Period II

· 06/01/2027 – 05/31/2028 Ordering Period III

· 06/01/2028 – 05/31/2029 Ordering Period IV

· 06/01/2030 – 05/31/2031 Ordering Period V 36C25525Q0116

Page 1 of Page 1 of

B.2 STATEMENT OF WORK

Lodging Services

1. GENERAL INFORMATION

a. Vendor is to provide fully furnished hotel/motel rooms for Veterans as needed. The vendor will directly handle Veteran reservations, provide lodging, housekeeping, no-cost breakfast, and shuttle services to the VA facility, also promptly resolve any issues encountered within the hotel that may impact the Veteran’s stay. Vendor should have support personnel at the site of the hotel/motel to personally and timely interact with Veterans and help to resolve any issues that may arise at the hotel during their stay, including coordination of shuttle services to meet the Veteran’s medical appointment times. The VA is not looking for booking services, i.e., travel agency or pass-through vendors. Veterans staying at the hotel/motel will be receiving medical care, testing and/or procedures at the St. Louis Jefferson Barracks VA Medical Center, so the vendors face-to-face interaction and resolution of any issues that may arise with the Veteran’s lodging is critical to minimizing the Veteran’s potential anxiety associated with their upcoming medical care. If submitting as a small business concern, vendor must be capable of meeting the limitations on subcontracting and provide a fair and reasonable price.

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

c. 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.

d. 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

e. 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 shall ONLY respond to lodging requests placed by the COR, or his representative.

f. 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.

g. Performance Period:

See SCHEDULE OF PRICE AND DELIVERY in the solicitation. Contract will be a firm fixed price five (5) year IDIQ with one (1) year, twelve (12) month ordering periods.

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 kickoff 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. The Contractor shall ensure the availability of two (2) rooms daily as specified in 3.b.1. for the St. Louis VA Healthcare System, Sunday through Friday each week for beneficiaries that are deemed eligible for temporary Lodging or HopTel services by VA staff. If the contractor has not been notified by 4:00 pm of each respective day that the rooms will be used by the government, the rooms on hold for that day may be released for use by the public. The Contractor will invoice for and be paid only for actual room nights occupied in accordance with the Paragraph 3.b.1. above. Additional rooms or rooms needed after the 4:00 pm cutoff, may be purchased by the VA at the same rates as listed in the contract B.2 Schedule of Price and Delivery, based on a space available basis.

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. Due to the varying needs of the Veteran population and their attendants, each room shall accommodate wheelchair movement and be ADA compliant. Access to rooms shall be from interior hallways that are accessed directly from the front entryway, with no physical barriers that would prevent full wheelchair access.

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.

7. Vendor must have staff available at the hotel to immediately deal with any issues that may arise, including assistance in coordinating shuttle services so that the beneficiary can make his\her medical appointments on time. It is not acceptable for VA beneficiaries to have to call an off premises point of contact to deal with such issues. It is intended that this requirement be full service, not just a room booking service.

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

8. 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.

9. 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.

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

New Year's Day Martin Luther King Jr. Day Presidents' Day Independence Day Labor Day Columbus Day Memorial Day Juneteenth Day Veteran’s Day Thanksgiving Day Christmas Day

11. 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 x66387 or 53691. After hours, weekends and holidays, the AOD can be reached at 314-652-4100 extension "0".

12. 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 VA 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.

13. 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.

a. Beneficiary emergencies: In the event a VA referred beneficiary is 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.

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

c. Hotel Shuttle Service from the hotel location to the John Cochran division and return transportation as required for scheduled procedures shall be coordinated with VA by the Contractor.

d. beneficiaries upon arrival at hotel to ensure they will be transported on time for their

a. procedures. This may require afternoon pick up from the hospital and early morning delivery times to the hospital. Vendor will have support personnel at the site of the hotel/motel to personally and timely interact with Veterans and help to resolve any issues that may arise relating to the shuttle transportation. The Veterans are not to be directed to an outside POC to assist with this coordination. It must be at the hotel/motel location.

4. GENERAL BUILDING REQUIREMENTS AND SPECIFICATIONS

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

14. 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.

15. 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.

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:

16. 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.

17. Contractor shall provide a minimum of one telephone in each room.

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

f. Fire Safety:

19. 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).

20. 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.

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

22. 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-manaqement 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

a. 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.

b. 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 April 19, 2019) 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.

c. Attachment 3: Self Performance Worksheet. This worksheet is intended to aid the VA in reviewing each potential Contractor’s ability to satisfy the Limitations on Subcontracting associated with this requirement.

B.3 PRICE/COST SCHEDULE

This is a Five-Year IDIQ Contract with Pricing Periods:

The Guaranteed Minimum is $60.00.

The Contract Ceiling for the Life of the Contract is: $68,000.00.

ITEM INFORMATION

Lodging Services Contract Period: Ordering Period I POP Begin: 06-01-2025 POP End: 05-31-2026

Lodging Services Contract Period: Ordering Period II POP Begin: 06-01-2026 POP End: 05-31-2027

Lodging Services Contract Period: Ordering Period III POP Begin: 06-01-2027 POP End: 05-31-2028

Lodging Services Contract Period: Ordering Period IV POP Begin: 06-01-2028 POP End: 05-31-2029

Lodging Services Contract Period: Ordering Period V POP Begin: 06-01-2029 POP End: 05-31-2030

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

C.3 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 06/01/2025 through 05/31/2030.

(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 $60.00, 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 the total amount of the contract value;

(2) Any order for a combination of items in excess of total amount of the contract value; or

(3) A series of orders from the same ordering office within 2 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 5 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 05/31/2030.

(End of Clause)

C.6 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

(End of Clause)

C.7 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.8 VAAR 852.208-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS – ORDERS or BPAs (JAN 2023) (DEVIATION)

(a) In an effort to increase contracting opportunities for Veterans, depending on the evaluation factors included in the solicitation, VA will evaluate responses received based on the schedule Contractor’s certified service-disabled veteran-owned small business/veteran-owned small business (SDVOSB/VOSB) status; and/or their proposed use of certified SDVOSB/VOSB listed in the SBA certification database on the SBA Veteran Small Business Certification Program portal at https://veterans.certify.sba.gov/ (see 13 CFR 128) as subcontractors or teaming partners.

(b) To receive credit under this clause a contractor or subcontractor must be listed, at time of submission of offer/quotes and at time of award, as certified SDVOSB/VOSB in the SBA certification database on the SBA Veteran Small Business Certification Program portal at https://veterans.certify.sba.gov/ (see 13 CFR 128) and be otherwise eligible in accordance with SBA size Standards for the acquisition and limitations on subcontracting requirements set forth in SBA regulations (see 13 CFR 121, 125 and 128.).

(c) A certified SDVOSB listed in the SBA certification database schedule holder will receive full credit, and a certified VOSB listed in the SBA certification database schedule holder will receive partial credit for the SDVOSB/VOSB status evaluation factor.

(d) Offerors other than SDVOSBs or VOSBs proposing to use certified SDVOSBs/VOSBs listed in the SBA certification database as subcontractors/teaming partners, will receive some consideration under this evaluation factor. To receive consideration, offerors must provide in their proposals:

(1) The name(s) and contact information of the certified SDVOSB(s)/VOSB(s) listed in the SBA certification database with whom they intend to team or subcontract.

(2) A brief description of the proposed team or subcontractor(s) arrangement.

(3) The approximate dollar value of the proposed teaming arrangements or subcontract(s).

(4) Evidence of teaming partner/ subcontractor’s listing in the SBA certification database.

(e) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.9 VAAR 852.208-71 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTOR COMMITMENTS-ORDERS AND BPAS (JAN 2023) (DEVIATION)

(a) The Contractor agrees, if selected on the basis of having certified service-disabled veteran-owned small business (SDVOSB) or veteran-owned small business (VOSB) status (see 13 CFR 128), to comply with the eligibility requirements in subpart 819.70, including the limitation on subcontracting requirements at 13 CFR 125.6.

(b) The Contractor agrees, if selected for award on the basis of teaming/subcontracting in accordance with 852.208–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors—Orders and BPAs, to use the evaluated firm(s) as proposed or if approved by contracting officer to substitute one or…