36C25621Q0730.pdf

36C25621Q0730

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

STATEMENT OF WORK

SECTION C - CONTRACT CLAUSES

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

2018)

C.2 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ... 15

C.3 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

C.4 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

C.5 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND

COMPLIANCE (JUL 2018)

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2021)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JUN 2020) 22

E.2 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.3 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (OCT 2020)

E.4 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.5 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL ITEMS (FEB 2021)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT:

Contracting Officer 36C256 Department of Veterans Affairs Southeast Louisiana Veterans HCS 1515 Poydras Street New Orleans LA 70112

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, or [ ] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Services shall be invoiced upon completion

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 PO Box 149971 Austin TX 78714 9971

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

AMENDMENT NO DATE

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT

UNIT

PRICE AMOUNT

12.00 MO _________ _______________

Base Year - Services to include contracted daily mail presort services, Intelligent Mail Package Barcode (IMpb) marking on mail that comply with USPS presort and barcode marking requirement, and cost effective postage rates on mail.

Contract Period: Base POP Begin: 05-01-2021 POP End: 04-30-2022

0002 12.00 MO _________ ________________

Base Year - Contract shall provide reimbursement for any additional postage require due to mis-metering by Government.This is an estimated amount and the contractor must separately request the reimbursement amount on submitted.

Contract Period: Base POP Begin: 05-01-2021 POP End: 04-30-2022

12.00 MO ________ ________________

Option Year One - Services to include contracted daily mail presort services, Intelligent Mail Package Barcode (IMpb) marking on mail that comply with USPS presort and barcode marking requirement, and cost effective postage rates on mail.

Contract Period: Option 1 POP Begin: 05-01-2022 POP End: 04-30-2023

12.00 MO _________ ________________

Option Year One - Contract shall provide reimbursement for any additional postage require due to mismetering by Government. This is an estimated amount and the contractor must separately request the reimbursement amount on submitted.

Contract Period: Option 1 POP Begin: 05-01-2022 POP End: 04-30-2023

Option Year Two - Services to include contracted daily mail presort services, Intelligent Mail Package Barcode (IMpb) marking on mail that comply with USPS presort and barcode marking requirement, and cost effective postage rates on mail.

Contract Period: Option 2 POP Begin: 05-01-2023 POP End: 04-30-2024

Option Year Two - Contract shall provide reimbursement for any additional postage require due to mismetering by Government. This is an estimated amount and the contractor must separately request the reimbursement amount on submitted.

Contract Period: Option 2 POP Begin: 05-01-2023 POP End: 04-30-2024

3001 12.00 MO _________ ________________

Option Year Three - Services to include contracted daily mail presort services, Intelligent Mail Package Barcode (IMpb) marking on mail that comply with USPS presort and barcode marking requirement, and cost effective postage rates on mail.

Contract Period: Option 3 POP Begin: 05-01-2024 POP End: 04-30-2025

3002 12.00 MO _________ ________________

Option Year Three - Contract shall provide reimbursement for any additional postage require due to mismetering by Government. This is an estimated amount and the contractor must separately request the reimbursement amount on submitted.

Contract Period: Option 3 POP Begin: 05-01-2024 POP End: 04-30-2025

4001 12.00 MO _________ ________________

Option Year Four - Services to include contracted daily mail presort services, Intelligent Mail Package Barcode (IMpb) marking on mail that comply with USPS presort and barcode marking requirement, and cost effective postage rates on mail.

Contract Period: Option 4 POP Begin: 05-01-2025 POP End: 04-30-2026

4002 12.00 MO _________ ________________

Option Year Four - Contract shall provide reimbursement for any additional postage require due to mismetering by Government. This is an estimated amount and the contractor must separately request the reimbursement amount on submitted.

Contract Period: Option 4 POP Begin: 05-01-2025 POP End: 04-30-2026

GRAND

TOTAL

STATEMENT OF WORK

Mail Presorting Services

Overton Brooks VA Medical Center

1.PURPOSE OF CONTRACT

Overton Brooks VA Medical Center of Shreveport requires contracted daily mail presort services Intelligent Mail Package Barcode (IMpb) marking on mail, that comply with USPS presort and barcode marking requirement, and allow the VA to obtain the most cost effective postage rates on mail, while supporting of the VA Mission.

2. BACKGROUND

Overton Brooks VAMC actively serves over 65,000 Veterans in Louisiana. Patient and business communications include an average of 9,000 letters (“letter”),1,600 First Class flats (“flats”), and 500 parcels (“parcels”) per week. Letters and flats are of dimensions as identified in the USPS regulations. Small parcels include packages of varying sizes and weight, but typically less than 5 pounds per mail item. Approximately 95% of the mail items to be processed under this contract are for Shreveport-based locations. The remaining 5% is mixed mail.

3.SCOPE

Overton Brooks VAMC will sort mail into bins or tubs containing letters, flats, and parcels. Each Piece of mail will be in sealed envelopes or mailing containers. The VA will meter their mail at the current USPS automated rates for one-ounce and for two-ounce first class mail as of the date of this statement of work. As agreed, the VA and the Contractor will share equally in the postal discount(s). These rates may change from time to time due to postal rate changes. The VA. will be responsible for metering the VA’s mail in accordance with the terms of this statement of work regardless of the amount of the V.A.’s mail that qualifies or does not qualify for presort rates. The VA will have their mail ready for pick-up at the VA.’s designated locations and in accordance with the schedule the Contractor may mutually agree upon from time to time. The VA. agrees that time is of the essence with respect to each provision in which time is a factor.

The VA will ensure that the mail complies with all applicable laws, rules and regulations, including but not limited to all USPS regulations, and the VA. will promptly execute all documents required by the USPS. The VA will ensure that the mail complies with the requirements set forth as follows:

➢ Place one- and two-ounce letter size First Class mail together in trays.

➢ Place any handwritten envelopes and greater than two-ounce mail together in trays or tubs.

➢ Have the bottom right hand corner of the envelopes clear of any markings.

➢ Print “Presort First Class” on the front of the envelopes that are going to be presorted.

➢ Organize mail in a uniform orientation and facing the same direction in USPS trays.

➢ Have mail ready and available for pick up at the agreed upon time, unless alternate arrangements have been agreed too.

➢ The VA. will be responsible for reimbursing the Contractor for any additional postage required due to mis-metering and/or mail not qualifying for automated presort discounts.

Authority of the COR The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract. In the event the Contractor affects any changes at the direction of any person other than the Contracting Officer, the changes will be considered to have been made without authority and no adjustment will be made in the contract price or schedule to cover any increase in costs incurred as a result thereof. The Contracting Officer shall be the only individual authorized to accept nonconforming work, waive any requirement of the contract, and/or modify any term or condition of the contract. The Contracting Officer is the only individual who can legally obligate Government funds. No costs chargeable to the proposed contract can be incurred before receipt of a fully executed contract or specific authorization from the Contracting Officer. Oral orders may be placed by the COR directly with the Contractor’s Representative, followed by written* confirmation from both parties prior to the service commencing, and only for services, quantities and periods within the scope of this PWS and Price/Cost Schedule.(Written confirmation does not include cell phone text messages for the purpose of ordering.)

Government Alternate Points of Contact (POC) – Emergencies Only The COR will identify Alternate Points of Contact (POC) to be used only for instances of emergencies when the COR is not easily contactable. These will be individuals in supervisory or managerial roles within the same department as the COR. The contractor will be provided this information within 5 days after contract award and within 48 hours of a change to this information. An Alternate POC does not replace the COR nor do they replace the Contracting Officer during the performance and administration of this contract, nor does it relinquish or diminish the Contractor’s requirements in relation to the performance of this Contract.

CONTRACTOR’S RESPONSIBILITIES

The Contractor will never become involved with the content of the mail and must never access internal contents of mail processed as part of the services in this PWS.

Contractor must ensure each Requirement and each Desired Outcome listed in this SOW is satisfied and that Constraints are honored and respected. If the contractor has any conflicts or challenges with these, they should consult the COR or CO.

The Contractor will pick up the VA’s metered first-class mail at the time agreed upon by both parties.

Monday through Friday at Overton Brooks VA Medical Center 510 East Stoner Shreveport LA,71101 at VA’s designated location(s) except on holidays observed by the VA. The mail will be prepared by the V.A. in accordance with this statement of work. The pick- up schedule may be changed by mutual agreement. The Contractor will sort this mail at their facility to the qualifying automated presort rates and deliver the mail to the United States Postal Service the same day that it is picked up. No representation is made as to the amount of the VA’s mail that will qualify for automated presort mailing rates. The Contractor will perform this service under this statement of work in accordance with accepted mail processing industry standards. The Contractor makes no other expressed or implied warranties as to his/her performance. The Contractor agrees that time is of the essence with respect to each provision in which time is a factor.

CONTRACTOR PERSONNEL SPECIFICATIONS AND REQUIREMENTS

At all times during performance of Services, in accordance with this SOW the Contractor must ensure Contractor personnel:

➢ Be able to function professionally amongst the general public in a hospital and health care environment. Where possible, a warm-natured and humane approach from Contractor personnel is preferred during the performance of services.

➢ Be able to read, understand and apply printed rules, detailed orders, and instructions.

➢ Be familiar and compliant with this SOW and all Contractual requirements.

➢ Wear Contractor-issued identification name tags in a way that are visibly displayed on the uniform in a prominent manner, being clearly visible to the general public.

➢ Always maintain Decorum. During the performance of services care and consideration must be given to VA visitors and staff. All Services must be performed with minimal disturbance or hindrance to VA Health Care System visitors and staff.

➢ Park only in the dock loading area or other parking areas as designated parking by the

COR.

➢ Always maintain Decorum during the performance of services care

SAFETY AND SECURITY

Check In/Out Procedures Prior to commencement of, and immediately after each service visit, the Contractor or Contractor’s authorized Personnel, must check in and out with the COR. Only individual VA Mail Room staff at the VA Location, and as delegated in writing by the COR, can coordinate check in and check out procedures for the Contractor in the absence of the COR.

➢ Mail”, for the purpose of this contract, consists of (“letter”), First Class flats (“flats”), and parcels.

Report Information The contractor will provide a weekly, written report which includes, as a minimum, the following information pertaining to the previous week’s services. Each report must be submitted to the COR within 5 business days following completion of the previous week’s services.

➢ Number of mutilated/unreadable items returned to the Overton Brooks VAMC.

➢ Costs for encoding or any special services provided.

➢ Total amount of postage used.

➢ Copies of PS 3600-R for each day within the period of the invoice.

OTHER MISCELANEOUS CONSTRAINTS

CAPS Account Centralized Account Processing System (CAPS) is an USPS electronic postage payment system designed to make payment for all classes of mail easier and more cost-effective. A CAPS account will be set up with the appropriate Post Office to deduct daily postage. The Overton Brooks VAMC will not issue postage funds directly to the Contractor.

Address Correction and Marking Contractor must provide address correction using one of the USPS-approved methods (https://ribbs.usps.gov/index.cfm?page=moveupdate) to comply with US Postal Service Move Update requirements. All presort mail shall be processed and sprayed with a barcode representing the “Zip+4” zip code, presorted and released to the US Post Office on the same day released from Overton Brooks VAMC The bar-coded “Zip+4” zip code is to be correct for the street, city and state address. The contractor must ensure the final bar-coded and presorted mail product complies with the latest USPS requirements and standards.

Information Protection Overton Brooks VAMC mail contains Personally Identifiable Information (PII) that must be protected from unauthorized disclosure. Contractor site must be secure to prevent unauthorized individuals from access to the Overton Brooks VAMC mail. All Contractor vehicles must be closed and secured during transport and when unattended mail is on board. Any lost or stolen mail must be reported in writing to the COR as soon as the mail is discovered missing. The report must identify the following:

Date and Time loss identified:

➢ Location of loss (address, place of business, etc.):

➢ Number of items missing:

DESIRED OUTCOME CONSTRAINTS

MAIL SERVICES

1. Presort Services

The Contractor will process Overton Brooks VAMC mail in such a way as to qualify for the lowest USPS Rates for presort mail.

a. All barcode marking and presort operations shall be in accordance with the latest United States Postal regulations and with the Domestic Mail Manual (DMM).

2. IMpb Marking

The Contractor will provide IMpb Marking on each parcel or package and process the mail to ensure the lowest possible USPS Rates and adherence to USPS standards for Intelligent Mail Parcel Barcode.

a. All barcode marking and presort operations shall be in accordance with the latest United States Postal regulations and with the Domestic Mail Manual (DMM).

3. Mail Pickup The contractor shall provide a minimum of one daily pickup during Standard Business Hours and Days, however no earlier than 10:00 AM local time.

a. The Overton Brooks VAMC designated COR will be provided with the schedule for pickup.

b. Changes to the regularly scheduled pickup time will be coordinated and agreed upon by both the COR and contractor. The contractor will be notified at least one week in advance of any peak workload periods.

https://ribbs.usps.gov/index.cfm?page=moveupdate

➢ Actions taken by the Vendor to locate or recover items:

CONTRACTOR FURNISHED EQUIPMENT / PROPERTY (CFE / CFP)

The contractor shall furnish all facilities, equipment, materials and labor required to meet the requirements of this contract which shall include, but is not limited to pick up, barcoding, presorting mail and delivery to the Post Office.

All undeliverable or mutilated mail pieces must be returned to the Overton Brooks VAMC by the contractor upon collection of mail on the following Standard Business Day.

Medical Center Policies Each VA Health Care System has policies that are updated from time to time. The COR can provide more detailed information to the contractor of these upon commencement of the contract and throughout the term of the contract, as needed, especially policies and constraints regarding parking, possession of weapons, cell phone use and photography as well as smoking on VA property. Violations of such policies may result in individual fines or citation answerable in the United States (Federal) District Court.

Weather Delays The contractor shall notify the COR within two (2) hours, via phone and confirmed via facsimile or email of Contractor’s knowledge of any weather conditions with may adversely affect the Contractor’s ability to perform under the terms and conditions as stated in the specifications of this requirement. If the COR cannot be reached the contractor must make attempts to notify the CO in the same manner required herein.

Contact Points

Contractor Point of Contact (POC) The contractor shall specify an individual who shall service as a single point of contact details, to include phone and email, as a minimum.

Standard Business Hours and Days, including Federal Holidays VA Health Care System standard operating hours occur between 8:00am to 4:30pm Monday-Friday excluding Federal holidays, except by special alternate arrangement, coordinated and authorized by the COR.

The Federal Government observes the following days as holidays.

New Year’s Day January 1st *

Martin Luther King’s Birthday Third Monday in January

Presidents Day Third Monday in February

Memorial Day Last Monday in May

Independence Day July 4th *

Labor Day First Monday in September

Columbus Day Second Monday in October

Veterans’ Day November 11th *

Thanksgiving Day Fourth Thursday in November

Christmas Day December 25th *

Holidays that fall on Saturday are observed on the preceding Friday. Holidays that fall on Sunday are observed on the following Monday.

In addition to the days designated as holidays, the Government observes the following days:

➢ Any other day designated by Federal Statute

➢ Any other day designated by Executive Order

➢ Any other day designated by the President of the United States to be a Federal holiday

The Contractor shall submit invoices directly to the Austin Finance Center via the Tungsten Network electronic invoicing system (or similar procedure if the government changes its invoicing and payment system). Invoices shall be submitted monthly, and there shall be only one invoice per month which includes separate line items for each piece of equipment or service provided under the contract. The invoice shall be provided within 15 calendar days after the end of each established billing period, but no earlier than the day after the last day of the billing period (monthly), and shall contain:

➢ Vendor name, invoice number, and date

➢ Vendor Identification Number (Tax ID)

➢ Remittance address (address where the payment is to be issued)

➢ Complete purchase order number assigned by the VA facility placing the order for goods or services.

➢ Itemized description of goods or services, dates of services provided, quantity, and unit price

➢ Total dollar amount of invoice

➢ Discount or net terms

Period of Performance:

Base Year: 05/01/2021 – 04/30/2022 Option year 1: 05/01/2022 – 04/30/2023 Option year 2: 05/01/2023 – 04/30/2024 Option year 3: 05/01/2024 – 04/30/2025 Option year 4: 05/01/2025 – 04/30/2026

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 52.217-9 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 ; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

C.3 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.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

C.4 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—

MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-6 Notice of Total Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

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

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

C.5 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING

AND COMPLIANCE (JUL 2018)

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

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

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

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

C.6 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/

FAR

Number

Title Date

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

DEC 2013

852.242-71 ADMINISTRATIVE CONTRACTING OFFICER OCT 2020

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(JAN 2021)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L.

115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C.

3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-4.

[] (13) [Reserved] [X] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219–9, Small Business Subcontracting Plan (JUN 2020) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JUN 2020) of 52.219–9.

[] (v) Alternate IV (JUN 2020) of 52.219–9.

[] (18)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

[] (ii) Alternate I (MAR 2020) of 52.219-13.

[] (19) 52.219-14, Limitations on Subcontracting (MAR 2020) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

[] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (MAR 2020) (15 U.S.C. 657f).

[X] (22)(i) 52.219-28, Post Award Small Business Program Rerepresentation (NOV 2020) (15 U.S.C 632(a)(2)).

[] (ii) Alternate I (MAR 2020) of 52.219-28.

[] (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (MAR 2020) (15 U.S.C.

637(m)).

[] (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (MAR 2020) (15 U.S.C. 637(m)).

[] (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

[] (26) 52.219-33, Nonmanufacturer Rule (MAR 2020) (15 U.S.C. 637(a)(17)) [X] (27) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[] (28) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (JAN 2020) (E.O. 13126).

[X] (29) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (30)(i) 52.222–26, Equal Opportunity (SEP…