36C25719Q0831-004.docx

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1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

740-20-1-2121-0004 36C25719Q0831 08-30-2019 Grace Barr 972-708-0817 09-09-2019 8am cts 36C257 Department of Veterans Affairs NCO 17 North Texas Healthcare System NCO 17 Network Contracting Activity

134 E HWY 67 #100

Dallas TX 75137 X X 492110 1500 Employees X N/A X 36C257 Department of Veterans Affairs Lab VA Texas VCB Health Care System 2601 Veterans Way Harlingen, TX 78550 36C257

NCO 17

Department of Veterans Affairs NCO 17 Network Contracting Activity

134 E HWY 67 #100

Dallas TX 75137

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

(877) 353-9791

(512) 460-5540 See CONTINUATION Page

LABORATORY COURIER SERVICES FOR VA VCB HEALTHCARE SYSTEMS IN

HARLINGEN TX

See CONTINUATION Page x X x 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 36C257 Department of Veterans Affairs NCO 17 North Texas Healthcare System NCO 17 Network Contracting Activity 134 E HWY 67 Suite 100 Dallas TX 75137

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.

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

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

VA Texas Valley Coastal Bend Healthcare System Pathology and Laboratory Medicine Service

STATEMENT OF WORK

A. GENERAL INFORMATION

1. Title of Project: Laboratory Courier Service

2. Scope of Work: The contractor shall provide regularly scheduled pick-ups of laboratory specimens and supplies from various locations noted below and deliver to the Pathology and Laboratory Medicine Service locations at the VA Texas Valley Coastal Bend Health Care System. The contractor shall furnish all labor, tools, material, equipment, and supervision necessary to provide same day pick-up and delivery of routine and emergency reagents and lab products and specimens for the following locations:

Courier service is for 2 sites: LOPC to HCC, and MOPC to HCC, with addresses below:

3. Background: The VA Texas Valley Coastal Bend Healthcare System Pathology and Laboratory Medicine Service has a requirement to provide testing services to the medical staff and veteran patients. The purpose of the resulting contract will be to provide courier services for the VA Texas Valley Coastal Bend Healthcare System.

4. Performance Period: Base + 4 Option Years

5. Type of Contract: Firm Fixed Price

B. CONTRACT AWARD MEETING

1. The contractor shall not commence performance on the tasks in this SOW until the contracting officer has conducted a kick-off meeting or has advised the contractor that a kick-off meeting is waived.

C. GENERAL REQUIREMENTS

1. For every task, the contractor shall identify in writing all necessary subtasks (if any), associated costs by task, along with associated sub-milestone dates. The contractor’s subtask structure shall be reflected in the technical proposal and detailed work plan.

2. All written deliverables shall be phrased in layperson language. Statistical and other technical terminology shall not be used without providing a glossary of terms.

3. The Contracting Officer’s Representative (COR) is identified as the Administrative Officer for the Pathology and Laboratory Medicine Service. All work coordination shall be made through the COR. The contractor shall be provided a copy of the letter of delegation authorizing the COR at the commencement of the term of this agreement. No other person shall be authorized to act in such capacity unless appointed in writing by the Contracting Officer. The Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitments or issue changes which will affect price, quantity, or quality of performance of this contract. In the event the contractor effects any such changes at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof.

4. The contractor shall not perform any inherently governmental functions. This includes, but is not limited to, determination of agency policy, determination of Federal program priorities for budget requests, direction and control of government employees, selection or non-selection of individuals for Federal Government employment including the interviewing of individuals for employment, approval of position descriptions, and performance standards for Federal employees, approving any contractual documents, approval of Federal licensing actions and inspections, and/or determination of budget policy, guidance, and strategy.

5. Services provided under the terms of this contract are required to follow the College of American Pathologists accreditation policies and all applicable Federal, State, and Government laws.

6. The Contracting Officer Representative will track and record difficulties such as poor turnaround time. Any noted difficulties or deficiencies will be reported to the contracting officer for appropriate action and remedy.

i. Texas Valley Coastal Bend Healthcare Center Julio Benavides Administrative Officer for PALMS 2601 Veterans Drive Harlingen, TX 78550 Phone (956) 291-9241

7. Items to be transported will consist primarily of small/medium prepackaged containers and/or coolers containing laboratory specimens from each location. Shipments may also include, but is not limited to:

i. Envelopes

ii. Small boxes of mail and/or supplies

iii. Medical Records

iv. X-Ray films

v. Supplies All shipments will be clearly labeled. The VAMC locations will be responsible for proper packaging and labeling.

8. The contractor assumes all liability risks for work performed under this contract. The contractor must assume total liability for all contract employees. All couriers transporting specimens under this contract shall possess a valid driver’s license, vehicle insurance and registration, and have two-way radios, cellphones, or pagers for communication purposes. The contractor shall provide proof that all drivers have had training in the transportation of hazardous materials.

9. The contractor shall provide all vehicles and couriers needed to perform this effort. Each vehicle shall be adequately stocked with at least one up-to-date complete “Spill Kit” for biohazard cleanup in case of leakage or accidental discharge.

10. The cargo may contain biohazard material and dangerous goods. The contractor shall certify that all individuals involved in shipping clinical specimens have been trained and tested as specified in the training requirements of 49 CFR Part 172, Subpart H.

11. The contractor shall maintain proper temperature in vehicles to preserve medical supplies, specimens, and films. The contractor shall provide insulated transport containers for the pick-up and delivery of specimens. Vehicles shall not be left in extreme heat or cold while specimens and/or films are being transported.

12. Pick-up/delivery Schedule

i. Pick-up and deliveries shall be made daily from each location Monday thru Friday except on Federal Holidays (as observed) for up to 251 times on each site on as needed basis per year. Pickup times shall be established by Pathology and Laboratory Medicine Service in accordance with clinic personnel.

ii.

1. Federal Holidays

a. New Year’s Day

b. President’s Day

c. Martin Luther King’s Birthday

d. Memorial Day

e. Independence Day

f. Labor Day

g. Columbus Day

h. Veterans Day

i. Thanksgiving

j. Christmas Day

k. Any other day specifically declared by the President of the United States to be a Federal Holiday.

iii. Pick-ups will be made at Laredo (LOPC) and McAllen (MOPC), and will be delivered to Harlingen (HCC) to the main laboratory on the 3rd floor.

iv. The contractor shall pick up all empty containers/coolers and other items from the delivery site and return them to the specified clinic locations at the next pick-up date/time.

13. The contractor shall ensure that qualified personnel are available to provide coverage during scheduled and unscheduled absences of primary contract providers or when they will be unable to provide services for one or more consecutive days.

D. SPECIFIC MANDATORY TASKS AND ASSOCIATED DELIVERABLES

1. The contractor must perform the required work in accordance with Joint Commission on the Accreditation of Healthcare Organizations (JCAHO) and Veterans Health Administration Standards. The JCAHO website is: http://www.jointcommission.ord/. The Contractor must comply with all annual updates as issued. Contractor agrees to maintain the minimum acceptable service as specified herein. Failure to comply with the specified terms and conditions and/or adverse reports from external monitoring agencies that indicate poor quality of care may be grounds for termination of the contract. Contractor shall provide immediate notification, within 24 hours, to the responsible VA Official of any adverse action by a regulatory agency.

2. The contractor will furnish a statement in writing to the Contracting Officer at close out of the contract to include summary of the contractor actions and statement that all requirements of the contract were fulfilled as agreed. A summary evaluation of contract performance based upon the compliance or noncompliance of contract to include a summary of contractor actions and statement that all requirements of the contract were fulfilled as agreed.

E. SCHEDULE FOR DELIVERABLES

Items are picked up directly from the laboratories in addresses below and are delivered directly to the Harlingen laboratory on 3rd floor 3G-101 for up to 251 times on each site on as needed basis per year.

F. CHANGES TO STATEMENT OF WORK

Any changes to this Statement of Work shall be authorized and approved only through written correspondence from the Contracting Officer. A copy of each change will be kept in a project folder along with all other products of the project. Costs incurred by the contractor through the actions of parties other than the Contracting Officer shall be borne by the contractor.

G. REPORTING REQUIREMENTS

Should specimens and/or transported items be lost, broken, or otherwise damaged, the Vendor shall be required to submit a preliminary summary incident report to the COR within 24 hours of the incident. The Vendor shall provide a written incident report explaining the details of the incident; specifically, what caused the incident (who, what, where, when, and how) within seventy-two hours of the incident.

The vendor’s drivers, shall be required to maintain a record log of courier pick-ups and deliveries, indicating times and dates of pick-ups and deliveries, number of containers/totes and/or loose items.

The vendor’s drivers are required to notify the assigned COR during normal business hours of any unusual events that impede him/her in making delivery 4 hours in advance and as required by the contract.

H. CONFIDENTIALITY AND NONDISCLOSURE

It is agreed that: The preliminary and final deliverables, and all associated working papers, application source code, and other material deemed relevant by the VA which has been generated by the contractor in the performance of this task order are the exclusive property of the U.S. Government and shall be submitted to the CO at the conclusion of the task order. Press releases, marketing material or any other printed of electronic documentation related to this project shall not be publicized without the written approval of the Contracting Officer.

I. CONTRACTOR PERSONNEL SECURITY REQUIREMENTS

All contractor employees who require access to the Department of Veterans Affairs’ computer systems shall be the subject of a background investigation and must receive a favorable adjudication from the VA Office of Security and Law Enforcement prior to contract performance. In addition, other Contractor personnel may require background investigations- depending upon a risk assessment to be accomplished by the VA Using Service in coordination with the VA’s Information Security Officer. This requirement is applicable to all subcontractor personnel requiring the same access. The contractor shall be responsible for ensuring that all necessary documentation is submitted for his/her employees and the employees of his/her employees and the employees of his/her subcontractors. Contractor employees will not require access to the VA Texas Valley Coastal Bend Health Care System computer systems or patient information to carry out the tasks outlined in the Statement of Work.

1. Privacy Officer – The contractor will not have access to Patient Health Information (PHI) nor will they have the capability of accessing patient information during the services provided to the VA.

2. Information Systems Officer, Information Protection: The contractor will not have access to VA desktop computers nor will they have access to online resources belonging to the government while conducting services.

3. Position Sensitivity – The position sensitivity has been designated as Low Risk.

i. Background Investigation – The level of background investigation commensurate with the required level of access is National Agency Check with Written Inquiries.

ii. Contractor Responsibilities

1. The contractor shall bear expenses of obtaining background investigations.

2. The contractor shall prescreen all personnel requiring access to the computer systems to ensure they maintain a U.S. citizenship and are able to read, write, speak, and understand the English language.

3. The contractor shall submit or ensure that their employees submit the required information to the Contracting Officer and the Contracting Officer’s Representative (COR). The contractor shall submit the required forms to the VA Security and Investigations Center within 5 days of receipt of the e-mail they receive with instructions to do so. The contractor shall not allow contractor personnel who require a background investigation to start performing until the contractor has received written confirmation from the Contracting Officer that the SIC has initiated a background investigation.

4. The contractor, when notified of an unfavorable determination by the Government, shall withdraw the employee from consideration from working under the contract.

5. The contractor shall ensure that all personnel requiring computer access will complete the VA’s Cyber Security Training and Privacy Training prior to obtaining computer access and annually thereafter.

6. Failure to comply with the contractor personnel security requirements may result in termination of the contract for default.

iii. Personal Identify Verification of Contractor Personnel

1. If required, Contracting Officer Representatives will be responsible for coordination with the VA Police Department to obtain identification badges for contract personnel working under contract for which he/she has responsibility. Contractors will wear/display issued identification badges in a visible manner while on VATVCBHCS property. These procedures implement Homeland Security Presidential Directive – 12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24, and Federal Information Processing Standards Publication (FIPS PUB) Number 201, for contracts requiring contractor to have physical access to a federally-controlled facility or access to a Federal Information System.

iv. Contractor Automation Security Requirements

Unless written authorization is issued by the Contracting Officer, contractor employees will not use any form of removable storage media when providing services under the terms of this contract. Removable storage media includes, but is not limited to, USB thumb Drives, MP3 Players, and external hard drives. Should the contractor determine that the use of removable storage devices is required they must submit a written request with full justification to the Contracting Officer. For contractor employees who have access to and store VA information, the Contracting Officer must receive written permission from a VA supervisor and VA Information Security Officer (ISO) before authorizing Contractor employees to use such devices, and if used to store sensitive information and Technology (OI&T) official. Unless and until this written authorization is received, Contractor personnel are not authorized to use any form of removable storage media when providing services under the terms of this contract.

v. Security Controls Compliance Testing

On a periodic basis, the VA, including the Office of Inspector General, reserves the right to evaluate any of all the security controls and privacy practices implemented by the contractor under the clauses contained within the contract. With 10 working-days’ notice, at the of the government, the contractor must fully cooperate and assist in a government-sponsored security controls assessment at each location wherein VA information is processed or stored, or information systems are developed, operated, maintained, or used on behalf of VA, including those initiated by the Office of Inspector General. The government may conduct a security control assessment on shorter notice (to include unannounced assessments) as determined by VA in the event of a security incident or at any other time.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Pick-up and deliveries from LAREDO Outpatient Clinic TO Harlingen HCC main laboratory on the 3rd floor shall be made daily from each location Monday thru Friday except on Federal Holidays Contract Period: Base POP Begin: 10-01-2019 POP End: 09-30-2020

LOCAL STOCK NUMBER: HOSPITAL COURIER

Pick-up and deliveries from MCALLEN Outpatient Clinic TO Harlingen HCC main laboratory on the 3rd floor shall be made daily from each location Monday thru Friday except on Federal Holidays Contract Period: Base POP Begin: 10-01-2019 POP End: 09-30-2020

Pick-up and deliveries from LAREDO Outpatient Clinic TO Harlingen HCC main laboratory on the 3rd floor shall be made daily from each location Monday thru Friday except on Federal Holidays Contract Period: Option 1 POP Begin: 10-01-2020 POP End: 09-30-2021

Pick-up and deliveries from MCALLEN Outpatient Clinic TO Harlingen HCC main laboratory on the 3rd floor shall be made daily from each location Monday thru Friday except on Federal Holidays Contract Period: Option 1 POP Begin: 10-01-2020 POP End: 09-30-2021

Pick-up and deliveries from LAREDO Outpatient Clinic TO Harlingen HCC main laboratory on the 3rd floor shall be made daily from each location Monday thru Friday except on Federal Holidays Contract Period: Option 2 POP Begin: 10-01-2021 POP End: 09-30-2022

Pick-up and deliveries from MCALLEN Outpatient Clinic TO Harlingen HCC main laboratory on the 3rd floor shall be made daily from each location Monday thru Friday except on Federal Holidays Contract Period: Option 2 POP Begin: 10-01-2021 POP End: 09-30-2022

Pick-up and deliveries from LAREDO Outpatient Clinic TO Harlingen HCC main laboratory on the 3rd floor shall be made daily from each location Monday thru Friday except on Federal Holidays Contract Period: Option 3 POP Begin: 10-01-2022 POP End: 09-30-2023

Pick-up and deliveries from MCALLEN Outpatient Clinic TO Harlingen HCC main laboratory on the 3rd floor shall be made daily from each location Monday thru Friday except on Federal Holidays Contract Period: Option 3 POP Begin: 10-01-2022 POP End: 09-30-2023

Pick-up and deliveries from LAREDO Outpatient Clinic TO Harlingen HCC main laboratory on the 3rd floor shall be made daily from each location Monday thru Friday except on Federal Holidays Contract Period: Option 4 POP Begin: 10-01-2023 POP End: 09-30-2024

Pick-up and deliveries from MCALLEN Outpatient Clinic TO Harlingen HCC main laboratory on the 3rd floor shall be made daily from each location Monday thru Friday except on Federal Holidays Contract Period: Option 4 POP Begin: 10-01-2023 POP End: 09-30-2024

36C25719Q0831

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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)

C.2 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

The Government may increase the quantity of supplies called for in the Schedule at the unit price specified. The Contracting Officer may exercise the option by written notice to the Contractor within 5 days. Delivery of the added items shall continue at the same rate as the like items called for under the contract, unless the parties otherwise agree.

(End of Clause) C.3 52.217-7 OPTION FOR INCREASED QUANTITY—SEPARATELY PRICED LINE ITEM (MAR 1989) The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within 5 days. Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

(End of Clause)

C.4 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 5 days.

(End of Clause)

C.5 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 5 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 5 days 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.7 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran-owned small business concern or SDVSOB”:

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans or eligible surviving spouses (see VAAR 802.201 Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans (or eligible surviving spouses) or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and control pursuant to 38 CFR 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov); and

(v) The business will comply with subcontracting limitations in 13 CFR 125.6, as applicable

(2) “Service-disabled veteran” means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(b) General.

(1) Offers are solicited only from verified service-disabled veteran-owned small business concerns. Offers received from concerns that are not verified service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a verified service-disabled veteran-owned small business concern.

(c) Agreement. A service-disabled veteran-owned small business concern agrees that in the performance of the contract, the concern will comply with the limitation on subcontracting requirements in 13 CFR §125.6.

(d) A joint venture may be considered a service-disabled veteran owned small business concern if the joint venture complies with the requirements in 13 CFR 125.15, provided that any reference therein to SDVO SBC is to be construed to apply to a VA verified SDVOSB as appropriate.

(e) Any service-disabled veteran-owned small business concern (non-manufacturer) must meet the requirements in FAR 19.102(f) of the Federal Acquisition Regulation to receive a benefit under this program.

(End of Clause) C.8 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.9 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

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

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

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

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

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

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

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

(2) Classified contracts or purchases when…