36C25622Q0060 - NOLA HOPTEL.docx

36C25622Q0060

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9.

ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE

WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15

CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTA

CHED

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. SIGNAT

URE OF OFFEROR/CONTRACTOR

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C25622Q0060 10-14-2021 Arlene Blade 318-466-4281 10-22-2021 4:30 pm

CDT

00502

ALEXANDRIA VA HEALTH CARE SYSTEM

NETWORK CONTRACTING OFFICE 16

ALEXANDRIA VA HEALTH CARE SYSTEM

PO BOX 69004

ALEXANDRIA LA 71306-9004

X X 721110 $35 Million N/A X 00629

DEPARTMENT OF VETERANS AFFAIRS

SOUTHEAST LOUISIANA VETERANS HEALTHCARE

2400 CANAL STREET

NEW ORLEANS LA 70119

00502

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 16

ALEXANDRIA VA HEALTH CARE SYSTEM

SHREVEPORT HIGHWAY

PINEVILLE LA 71360-4004

FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 invoice must be submitted electronically 1-877-489-6135 See CONTINUATION Page

THE CONTRACTOR SHALL PROVIDE SERVICES FOR LODGING IAW

HOPTEL STANDARDS AND THE STATEMENT OF WORK TO ACCOMMODATE

VETERANS RECEIVING MEDICAL CARE AT THE SOUTHEAST LOUISIAN

A

LOUISIANA HEALTHCARE SYSTEM IN NEW ORLEANS, LA.

THIS SOLICITATION IS SET ASIDE 100% FOR SDVOSBs. ALL

MUST BE SDVOSB VERIFIED AT THE TIME OF QUOTE

TO INCLUDE SAM AND FIRE AND SAFETY REQUIREMENTS.

ALL QUESTIONS MUST TO BE

SUBMITTED IN WRITING ELECTRONICALLY

TO THE POINT OF CONTACT LISTED ON THE NOTICE. THE DEADLINE

TO SUBMIT QUESTIONS IS OCTOBER 19, 2021 NO LATER THAN

4:30 PM (CST).

NO TELEPHONE CALLS WILL BE ACCEPTED.

PLEASE READ THE ENTIRE

SOLICITATION DOCUMENT PRIOR TO

SUBMITTING RESPONSES AND FOLLOW INSTRUCTIONS TO OFFERORS.

See CONTINUATION Page X X

ARLENE A. BLADE

Contracting Officer Table of Contents

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 Arlene A. Blade

ALEXANDRIA VA HEALTH CARE SYSTEM

NETWORK CONTRACTING OFFICE 16

ALEXANDRIA VA HEALTH CARE SYSTEM

PO BOX 69004

ALEXANDRIA LA 71306-9004

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

3. INVOICES: Invoices shall be submitted in arrears:

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

FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 invoice must be submitted electronically ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Southeast Louisiana Veterans Health Care System (SLVHCS) – New Orleans LA

STATEMENT OF WORK

HOPTEL SERVICES

1) PURPOSE:

The Department of Veterans Affairs (VA) is authorized under 38 U.S.C. 1708 to furnish temporary lodging in a Fisher House or other appropriate facility to certain individuals in connection with the examination or treatment of a Veteran.

Temporary lodging is granted on a space-available basis, with some consideration given to the compatibility of the applicant(s) and the room(s) available.

Southeast Louisiana Veterans Health Care System is seeking services for lodging in accordance with HOPTEL standards to accommodate those Veterans receiving medical care who may have to travel long distances for evaluation the day before or the day after treatment received. Only medically stable patients who would normally be discharged to their home will be considered for lodging. Accommodations must include certain required amenities.

Lodging shall be provided in accordance with HOPTEL standards to accommodate those Veterans receiving medical care who may have to travel long distances for evaluation the day before or the day after treatment received. Only medically stable patients who would normally be discharged to their home will be considered for lodging.

Lodging facilities must be located within ten (10) miles of the Southeast Louisiana Veterans Health Care System.

Period of Performance: Off-Site Lodging for Veterans and Caregivers

2) SCOPE OF WORK: The contractor shall provide all resources necessary to accomplish the deliverables described in the statement of work (SOW).

a. Contractor shall furnish three (3) rooms per month to VA beneficiaries as referred by authorized personnel of the Southeast Louisiana Veterans Health Care System. The contractor shall furnish all standard supplies/services included as minimum room requirements.

b. The contractor shall provide rooms with at least 2 beds available when requested.

c. All rooms shall be located in a single hotel or motel.

d. Contractor will be reimbursed only for actual rooms/nights used in accordance with the contract.

3) ROOM REQUIREMENTS:

a. Daily room rates shall include all fee and applicable taxes and any other no-charge services offered to guests such as shuttle service and continental breakfast. Rate quotes shall not include sales tax. The Southeast Louisiana Veterans Health Care is a Federal institution 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 patient shall be allowed one caregiver/driver/attendant to stay in the same room with the Veteran, at the single occupancy rate when pre-authorized by the VA. Any additional occupants are the responsibility of the veteran, and shall not lodge at VA expense.

b. The fully furnished hotel/motel rooms shall include contractor provided utilities including heat, air conditioning, electricity, water and sewer, local telephone service (no deposit required), basic television cable service, 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.

c. Vendor should have 3 ADA compliant rooms per month available upon request.

e. Each room shall have a microwave and refrigerator.

f. The rooms shall be smoke-free.

g. On-site parking shall be available at no additional charge.

4) ROOM RESERVATIONS:

a. Room reservations, room occupancy and room payment will be on the following basis: Reservations shall be made by the Southeast Louisiana Veterans Healthcare System lodging coordinator during administrative hours of 8:00 a.m. - 4:30 p.m. Facility will make the attempt to provide 10 days’ notice to the hotel, but on occasion may be restricted to as little as 1 hours’ notice. Contractor shall accept reservation in as little as 1 hour’s notice.

(1) The Contractor shall allow the occupancy of the room covered by this contract only upon the specific individual referral by authorized personnel of the Southeast Louisiana Veterans Health Care System. The VA will inform the Contractor of each individual’s name and the arrival date at the Contractor’s motel/hotel.

(2) Services shall be performed Sunday through Saturday for beneficiaries of the Southeast Louisiana Veterans Health Care. Saturday evenings are not authorized. The Contractor shall use its existing check in and checkout times.

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

(4) Personnel of the Southeast Louisiana Veterans Health Care who are authorized to provide referrals to the contractor will identified following award of the contract and shall be accessible to the contractor from 8 a.m. to 4:30 p.m Monday-Sunday

a. The authorized dates and length of stay will be documented on the hotel voucher issued by the authorized personnel and presented to the Contractor by the VA referred beneficiary. In the event that a VA referred beneficiary refuses to leave the room, the Contractor shall immediately notify authorized personnel. Also, in the event that a VA referred beneficiary checks out of the hotel/motel without prior notice from the VA the Contractor shall immediately notify authorized personnel at the VA.

b. The Contractor shall submit an invoice to the VA for payment of actual room nights used monthly in arrears. Invoices shall be submitted no later than ten business days after the first of the month following previous month’s services. The invoice shall contain the contract number, name of beneficiary and dates of lodging.

5) PATIENT 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 ended the Contractor shall notify the authorized personnel at the VA of the situation.

6) ROOM MAINTENANCE: Daily room maintenance shall include cleaning of baseboards and corners, all wall edges shall be free of dirt, dust, and debris. Glass and mirrors shall have no traces of smudges or water. Carpets shall not be torn and free of dirt debris litter and other foreign matter and shall be securely installed to avoid tripping hazards. Restrooms shall be cleaned daily and disinfected. All linen shall be changed and cleaned each day.

7) PEST MANAGEMENT: There shall be no observation of roaches, ants, or any other pest/vermin that will cause un unhealthy environment.

8) GENERAL BUILDING REQUIREMENTS AND SPECIFICATIONS:

a. Heating and Cooling Requirements shall be in compliance with ADA and/or State of LA Laws.

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

b. Telephone Service Requirements:

(1) Contractor shall provide local area, touch tone, telephone service (no deposit required) for each room. The telephone service shall be capable of long distance telephone service when long distance calls are placed using a telephone calling card or other telephone charge method.

c. Fire Safety:

(1) Buildings in which space is offered shall be evaluated in accordance with latest editions of the NFPA 101, LIFE SAFETY CODE and AMERICAN DISABILITIES (2) As required by code, smoke detectors/alarms shall be installed in each room, office, storage area, hallways and other common areas.

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

b. Elevators: If elevators are a part of the room complex, 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.

d. To be eligible for award under this solicitation, the Contractor must propose for use a facility that is 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 http://www.usfa.fema.gov/hotel/search.cfm and the System for Award Management (SAM) database found at https://www.sam.gov/portal/public/SAM/ or by calling 1-866-606-8220. Offers proposing facilities that are not listed will be rejected as non-responsive. In addition, the Contractor facility must be compliant with the requirements of the Americans with Disabilities Act (Public Law 101-336) (42 U.S.C. 1210 et.seq.).

9) INSPECTION AND ACCEPTANCE: The Government reserves the right to fully inspect the Contractor lodging facility by a team of VA contract and safety team members at any time. Evaluation team will complete an inspection prior to the award of the contract.

10) GENRAL CONTRACT REQUIREMENTS:

a. VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY

2) ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

HOPTEL ACCOMMODATIONS - ROOM COST PER NIGHT: Off-site lodging for VA candidates/caregivers. Off-site lodging services are to include emergent and non-emergent lodging which could either be scheduled and non-scheduled Contract Period: Base POP Begin: 01-01-2022 POP End: 09-30-2022

HOPTEL ACCOMMODATIONS - ROOM COST PER NIGHT: Off-site lodging for VA candidates/caregivers. Off-site lodging services are to include emergent and non-emergent lodging which could either be scheduled and non-scheduled Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023 HOPTEL ACCOMMODATIONS for VA beneficiaries as referred by authorized personnel of the Southeast Louisiana Veterans Health Care System.

HOPTEL ACCOMMODATIONS -ROOM COST PER NIGHT: Off-site lodging for VA candidates/caregivers. Off-site lodging services are to include emergent and non-emergent lodging which could either be scheduled and non-scheduled Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024 HOPTEL ACCOMMODATIONS for VA beneficiaries as referred by authorized personnel of the Southeast Louisiana Veterans Health Care System.

HOPTEL ACCOMMODATIONS -ROOM COST PER NIGHT: Off-site lodging for VA candidates/caregivers. Off-site lodging services are to include emergent and non-emergent lodging which could either be scheduled and non-scheduled

Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 09-30-2025 HOPTEL ACCOMMODATIONS for VA beneficiaries as referred by authorized personnel of the Southeast Louisiana Veterans Health Care System.

HOPTEL ACCOMMODATIONS - ROOM COST PER NIGHT: Off-site lodging for VA candidates/caregivers. Off-site lodging services are to include emergent and non-emergent lodging which could either be scheduled and non-scheduled Contract Period: Option 4 POP Begin: 10-01-2025 POP End: 09-30-2026 HOPTEL ACCOMMODATIONS for VA beneficiaries as referred by authorized personnel of the Southeast Louisiana Veterans Health Care System.

B.3 DELIVERY SCHEDULE

Southeast Louisiana Veterans Healthcare System 2400 Canal Street - MAS New Orleans, LA 70119

USA

504-507-5565 Kimberly.Redmond@va.gov

Southeast Louisiana Veterans Healthcare System 2400 Canal Street - MAS New Orleans, LA 70119

USA

Southeast Louisiana Veterans Healthcare System 2400 Canal Street - MAS New Orleans, LA 70119

USA

Southeast Louisiana Veterans Healthcare System 2400 Canal Street - MAS New Orleans, LA 70119

USA

Southeast Louisiana Veterans Healthcare System 2400 Canal Street - MAS New Orleans, LA 70119

USA

B.4 NONPERSONAL SERVICES

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

b. The services required under the contract constitute professional and management services within the definition provided by FAR 37.201. Under this contract the Government will obtain professional services, which are essential to the Central Arkansas Veterans Healthcare System’s mission but not otherwise available within Central Arkansas Veterans Healthcare System.

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

36C25622Q0060

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

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

C.3 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to (1) furnish phase-in training and (2) exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

(d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

(End of Clause)

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

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

(End of Clause)

C.5 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 9/30/2022. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond 9/30/2022, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause) C.6 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.

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

[] 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.

[X] 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.

[X] 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.

(End of Clause) C.7 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned 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.

(End of Clause)

C.8 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

(End of Addendum to 52.212-4)

C.9 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JUL 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.