36C25820Q0121-002.docx

36C25820Q0121

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C25820Q0121 04-09-2020 Arcelia Medina 520-792-1450 X 4313 04-10-2021

1700 EST

Department of Veterans Affairs NCO22-Gilbert Network Contracting 3601 S. 6th Avenue Tucson AZ 85723 X X 624120 $12 Million N/A X Department of Veterans Affairs Phoenix VA Healthcare System 650 E. Indian School Rd.

Phoenix AZ 85012 Department of Veterans Affairs NCO22-Gilbert Network Contracting 3601 S. 6th Avenue Tucson AZ 85723

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.

See CONTINUATION Page The Contractor shall provide Companion Care Services to the beneficiaries of the Phoenix VA Health Care System (PVAHCS).

Companion Care Services are in accordance with the Performance Work Statement (PWS). Prospective Offerors are encouraged to submit a quote in accordance with Section E - Instructions to Offerors and General Instructions for Quote Submission, during the solicitation period.

X X X Nonya Montano 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 36C258 Department of Veterans Affairs NCO22-Gilbert Network Contracting 3601 S. 6th Avenue Tucson AZ 85723

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:

B.2 PERFORMANCE WORK STATEMENT

1. GENERAL INFORMATION:

1.1. Description of Services/Introduction: The Contractor shall provide non-personal Companion Care Services to eligible beneficiaries for whom such care is specifically authorized by the Phoenix VA Health Care System (PVAHCS). The Contractor shall provide all necessary personnel, equipment, transportation, and supplies associated with the full range of Companion Care Services in performing the requirements of this agreement.

VA beneficiaries to be cared for under this agreement, as referred by the PVAHCS, shall receive the Companion Care Services post procedure. These services are for beneficiaries no longer requiring medical supervision. The purpose of providing Companion Care Services is to:

1.1.1. Provide experienced caregivers to supervise non-medical, private duty home care assistance and transportation from medical facility post procedures.

1.1.2. Services include transportation, personal hygiene, bathing (if needed) medication reminder (no dispensing of medications), personal care, ambulation assistance, meal preparation, and overnight stay if needed.

1.2. Place of Performance: The work to be performed under this agreement shall be performed at the Phoenix VA Health Care System, 650 E. Indian School Rd. Phoenix, AZ 85012 and the beneficiary’s residence in any of the following State of Arizona Counties: Maricopa, Gila, and Navajo.

1.3. Term of Agreement: This agreement is for a period of five years from the effective date.

1.3.1. Termination of Agreement: either party may terminate this agreement with 30 days written notice.

1.3.2. Termination of beneficiary services: The VA reserves the right to remove any or all VA beneficiaries from the Companion Care Program at any time, when it is determined to be in the best interest of the VA or the beneficiary.

1.4. Policy/Handbooks: The contractor shall be subject to the following policies, including any subsequent updates during the period of performance:

1.4.1 VA Directive 1663, “Health Care Resources Contracting – Buying” https://www1.va.gov/vapubs/viewPublication.asp?Pub_ID=969&FType=2

1.4.2 Freedom of Information Act (5 U.S.C. 552) as amended: http://www.justice.gov/oip/foia_updates/Vol_XVII_4/page2.htm

1.4.3 Privacy Act of 1974 5 U.S.C. § 552a https://www.justice.gov/opcl/privacy-act-1974

1.5. Definitions/Acronyms: Terms used in this contract shall be interpreted as follows unless the context expressly requires a different construction and/or interpretation. In case of a conflict in language between the Definitions and other sections of this contract, the language in this section shall govern.

1.5.1 DEFINITIONS:

1.5.1.1 BLANKET PURCHASE AGREEMENT (BPA): A BPA is a simplified method of filling anticipated repetitive needs for services by establishing “charge accounts” with qualified sources of supply.

1.5.1.2 BPA ORDER CREATION: An order/contract is formed, in accordance with the terms and conditions of this agreement, when the VA contacts the CCC and the CCC agrees to accept the VA Beneficiary. Upon acceptance by CCC of VA Beneficiary all terms and conditions of this agreement shall apply during such time specified by the VA at the expense of VA. Upon acceptance of a VA Beneficiary by the CCC, if and when requested by the Contracting Officer or authorized representative, the CCC shall furnish all services herein described, at the rates specified. VA is obligated only to the extent authorized placements of patients are made under this agreement.

1.5.1.3 CONTRACTOR. A supplier or vendor awarded a contract to provide specific supplies or service to the government. The term used in this contract refers to the prime.

1.5.1.4 CONTRACTING OFFICER (CO). A person with authority to enter into, administer, and or terminate contracts, and make related determinations and findings on behalf of the government. Note: The only individual who can legally bind the government.

1.5.1.5 CONTRACTING OFFICER'S REPRESENTATIVE (COR). An employee of the U.S. Government appointed by the contracting officer to administer the contract. Such appointment shall be in writing and shall state the scope of authority and limitations. This individual has authority to provide technical direction to the Contractor as long as that direction is within the scope of the contract, does not constitute a change, and has no funding implications. This individual does NOT have authority to change the terms and conditions of the contract.

1.5.1.6 DELIVERABLE. Anything that can be physically delivered but may include non-manufactured things such as meeting minutes or reports.

1.5.1.7 KEY PERSONNEL. Contractor personnel that are evaluated in a source selection process and that may be required to be used in the performance of a contract by the Key Personnel listed in the PWS. When key personnel are used as an evaluation factor in best value procurement, an offer can be rejected if it does not have a firm commitment from the persons that are listed in the proposal.

1.5.1.8 QUALITY ASSURANCE. The government procedures to verify that services being performed by the Contractor are performed according to acceptable standards.

1.5.1.9 QUALITY ASSURANCE Surveillance Plan (QASP). An organized written document specifying the surveillance methodology to be used for surveillance of contractor performance.

1.5.1.10 QUALITY CONTROL. All necessary measures taken by the Contractor to assure that the quality of an end product or service shall meet contract requirements.

1.5.1.11 SUBCONTRACTOR. One that enters into a contract with a prime contractor. The Government does not have privity of contract with the subcontractor.

1.5.1.12 WORKDAY. The number of hours per day the Contractor provides services in accordance with the contract.

1.5.1.13 WORK WEEK. Monday through Friday, unless specified otherwise

1.5.2 ACRONYMS:

OCONUS Outside Continental United States (includes Alaska and Hawaii)

2.0 QUALIFICATIONS:

2.1 Staff: Contractor and employees must maintain the following criteria:

2.1.1 Company must be licensed and bonded for all services they are providing, and

2.1.2 Contractor must have and maintain for the life of the agreement, background checks to include fingerprint card verification, and

2.1.3 Caregiver skills training provided by contracted company or other documented training, and

2.1.4 Received orientation covering Health Insurance Portability and Accountability Act (HIPAA), ethics, integrity, respect and safety techniques (to include safe ambulation assistance protocols), and

2.1.5 Caregiver will have documented illegal drug screening tests completed a maximum of one month prior to hiring, and

2.1.6 Caregiver will have a valid Arizona Driver’s license and meet state of Arizona Insurance requirements.

2.1.7 Contractor must maintain liability insurance coverage for all contracted services at a minimum of $1,000,000.

2.1.8 Contractor Liaison. The contractor shall designate one (1) employee who shall be responsible for the performance of the work under the resulting agreement(s) and orders. The liaison shall have full authority to act for the Contractor on all matters relating to the daily performance of the contractor’s staff.

2.2 Employment Eligibility:

2.2.1 Employee must be authorized to work in the United States and Arizona and must provide verification.

2.2.2 Employee must have valid non-restricted Arizona Driver’s License

2.2.3 Documented drug screening test (negative result) within a maximum of one month prior to providing services.

2.2.4 Completed Contractor orientation and required training as reflected under required qualifications: HIPAA, ethics, integrity, respect, mandatory companion service confidentiality and safety.

2.2.5 Proof of current Basic Life Support certification from the American Heart Association.

2.2.6 Required immunization and testing:

2.2.6.1 Measles Vaccine, Mumps, and Rubella Vaccine (evidence of 2 doses or individual titers of each of these sub items)

2.2.6.2 Varicella Vaccination (2 doses) or positive Varicella Titer

2.2.6.3 Current negative Tuberculin Skin Test (if test is previously positive, then must provide copy of negative chest X-Ray after the test)

2.2.6.4 Current Flu vaccine

2.2.7 Copy of Valid, Current Fingerprint Card from the State of Arizona (must be valid throughout the duration of companion care).

2.2.8 Valid Work Permit for the United States and the State of Arizona

2.2.9 I-9 Form, Employment Eligibility Verification Form and corresponding documentation to establish identity and employment eligibility.

2.2.10 HHS/OIG Requirements. To ensure that the contract staff performing under the resulting contract(s) have not engaged in fraud or abuse regarding Sections 1128 and 1128A of the Social Security Act regarding federal health care programs, the contractor is required to check the Health and Human Services - Office of Inspector General (HHS/OIG), List of Excluded Individuals/Entities on the OIG Website (www.hhs.gov/oig) for each person providing services. Further, the contractor is required to certify in its offer that all persons listed in the contractor’s offer have been compared against the OIG list and are NOT listed. During the performance of the resulting contract, the contractor is prohibited from using any individual or business listed on the List of Excluded Individuals/Entities.

2.3 Standards of Conduct

2.3.1 The Government reserves the right to refuse acceptance of contract employee whose personal or professional conduct jeopardizes or interferes with the regular and ordinary operation of the facility. Breaches of conduct include intoxication or debilitation resulting from drug use, theft, patient abuse, dereliction or negligence in performing directed tasks, or other abuse, or other conduct resulting in formal complaints by patients or other staff members to designated Government Representatives.

2.3.2 Complaints concerning contract staff’s conduct with Veteran Beneficiary will be dealt with by the contractor and the COR. The Contracting Officer is the final authority on validating complaints. In the event that contract staff are involved and named in a validated complaint, the Government reserves the right to refuse acceptance of the services of such personnel. This does not preclude refusal in the event of incidents involving physical or verbal abuse. The final arbiter on questions of acceptability is the Contracting Officer.

2.4 Transport

2.4.1 The contractor shall certify all vehicles used for the performance of this service are maintained in safe operating conditions during operations and shall be monitored for cleanliness and sanitizing.

2.4.2 Items found in Companions vehicle is the responsibility of the Contractor to ensure that all extraneous items, except trash, found in areas under the jurisdiction of the Contractor (i.e., medical instruments and personal items) are turned in to the COR daily (M - F). A note will accompany the articles returned identifying the area or origination/facility, and the type of item that was found.

2.5 Contingency Plan

2.5.1 Because continuity of care is an essential part of VAMC’s medical services, The Contractor shall have a contingency plan in place to be utilized if the contract personnel (s) leaves Contractor’s employment or is unable to continue performance in accordance with the terms and conditions of the resulting contract.

2.5.2 The contractor shall be responsible to provide a contingency plan indicating how services will be continued, uninterrupted in the event of vehicle breakdowns, accidents, inclement weather, and/or staffing failures. This plan shall be provided with the contractor’s offer.

3.0 CONTRACTOR RESPONSIBILITIES: Contractor shall provide Companion Care Services as described in the Performance Work Statement as outlined below.

3.1 VA Beneficiary will be screened by VA providers prior to release from the hospital to the Companion Care contractor to verify patient no longer requires medical supervision.

3.2 The contractor shall accept referral of and shall provide all services specified in this contract for any person determined eligible by the VA, regardless of the race, color, religion, sex or national origin of the person for whom such services are ordered. The contractor shall not use subcontracting as a means of circumventing this provision.

3.3 Contractor shall provide experienced caregivers to provide non-medical, private duty home care assistance and transportation from medical facility post procedure. Services to include reliable transportation, , personal hygiene, bathing (if needed) medication reminder (no dispensing of medications), personal care, ambulation assistance, meal preparation, and overnight stay if needed.

3.4 Contract employees providing companion care services must have an active cell phone that has coverage for areas contracted to support. This phone must be capable of being used to call 911 in the event of an emergency.

3.5 The Contractor shall report all patient safety incidents to the authorizing VAMC and COR within 24 hours of incident.

3.6 Contractor is responsible for vetting the identity documentations of their employees providing services to the VA Beneficiaries.

3.7 Contractor is to ensure all employee providing services will maintain the Veterans privacy in accordance with Health Insurance Portability and Accountability Act (HIPAA) and the Balanced Budget and Privacy Act of 1974 (5 U.S.C. 552a).

3.8 Contractor is responsible to ensure the following Core Professional Competencies (non-clinical).

3.8.1 Veteran Safety: Ensure the safety of the veteran at all times to include transportation and companion services in the home.

3.8.2 Interpersonal Effectiveness: Provide compassionate care and non-medical support to the client.

3.8.3 Service: Provide safe and effective transportation, sitter support and companion care to the client.

3.8.4 Systems Thinking: Actively demonstrates the ability to understand the complexity the nonmedical needs of the client and provides companion support as needed.

3.8.5 Flexibility/Adaptability: Demonstrates ability to manage multiple task/priorities.

3.8.6 Technical: Demonstrates the skills necessary to perform assigned work. Evidenced by reported client incidence and proof of training/orientation to companion care.

3.8.7 General: Ensure compliance with mandatory training as reflected above in the “Qualifications” section 1.11.

3.8.8 HIPAA and Confidentiality understanding and annually signed confidentiality statement

3.8.9 GEMS:

Utilize sustainable practices to eliminate, minimize, or mitigate adverse environmental impacts. Contractor shall be a good steward of the environment by preventing pollution, minimizing waste, and continually improving environmental programs.

4.0 SPECIFIC TASKS:

4.1 Contractor shall provide services for the Companion Care Services which includes the following tasks:

4.1.1 Provide a responsible adult who meets or exceed the criteria in paragraph 2 who shall:

4.1.1.1 Transportation to beneficiary’s home

4.1.1.1.1 Transportation will be calculated utilizing a per mile charge from 650 E. Indian School Rd., Phoenix, AZ 85012, utilizing the most direct route to beneficiaries’ home.

4.1.1.2 Provide companion care services up to 24 hours post-surgery/procedure.

4.1.1.3 Companion Care Services includes:

4.1.1.3.1.1 Personal hygiene and

4.1.1.3.1.2 Bathing (if needed) and

4.1.1.3.1.3 Medication reminder (no dispensing of medications) and

4.1.1.3.1.4 Personal care and

4.1.1.3.1.5 Ambulation assistance and

4.1.1.3.1.6 Meal preparation and

4.1.1.3.1.7 Overnight stay if needed.

4.1.2 Call 911 in case of an emergency. (The caregiver must have an active cellphone that has coverage for the serviced counties).

5.0 QUALITY CONTROL:

5.1 Post Award Conference/Periodic Progress Meetings: The Contractor shall attend any post award conference convened by the contracting activity or contract administration office. The CO, Contracting Officers Representative (COR), Alternate Contracting Officer's Representative (ACOR), and other Government personnel, as appropriate, may meet periodically with the contractor to review the contractor's performance. At these meetings the CO will apprise the contractor of how the Government views the contractor's performance and the contractor will apprise the Government of problems, if any, being experienced. Appropriate action shall be taken to resolve outstanding issues. All meetings described herein shall be at no additional cost to the Government.

5.2 Quality Control: The contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with this PWS. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The contractor’s quality control program is the means by which he assures himself that his work complies with the requirement of the contract. As a minimum, the contractor shall develop quality control procedures addressing the areas identified in Technical Exhibit 1, “Performance Requirements Summary.” Within 30 days after contract award, Contractor shall submit electronic copies (compatible with Microsoft Word or PDF) of a comprehensive written Quality Control Plan (QCP) to the Contracting Officer (CO) and COR. Contractor shall submit copies of revisions to the QCP to the CO and COR within five working days when changes are made thereafter. After acceptance of the quality control plan the contractor shall receive the CO’s acceptance in writing of any proposed change to his QC system.

5.3 Quality Assurance Surveillance: The Government will periodically evaluate the contractor’s performance under this contract. Contractor shall provide the Government unrestricted access to facilities and records required to evaluate Contractor’s performance under this contract.

5.4 Performance Standards: The Contractor service requirements are summarized into performance standards that relate directly to mission essential items and the overarching objectives. The performance standards listed in the table below set thresholds for the minimum acceptable levels of service required for acceptable work under this PWS identifies systematic methods to be used to monitor performance and reporting/documentation required to support the process. These thresholds are critical to mission success. The Performance standards serves as a basis for the Government’s evaluation criteria, providing the means for evaluating how well the Contractor is doing in meeting the PWS requirements. The Government may increase the frequency of surveillance in areas where substandard performance occurs.

A “results” focus provides the Contractor flexibility to continuously improve over the course of performance as long as objectives are being achieved and performance levels are being met. This approach migrates away from scrutinizing a contractor’s compliance with the processes/practices used to achieve the outcome. Exceptions to process reviews are those required by law (federal, state, and local) and compelling situations such as information assurance, IT security, safety, or health.

TECHNICAL EXHIBIT 1

Performance Standards Summary

Performance Objective

The Contractor shall provide qualified staff.

Contract Employee shall call 911 in case of an emergency

5.5 Methods of Surveillance: In an effort to minimize the performance management burden, simplified surveillance methods shall be used by the government to evaluate contractor performance when appropriate. The primary methods of surveillance are:

a. Random Inspection – Five (5) randomly selected patient files will be reviewed per quarter. All reviews and reports will be conducted in compliance with VA Privacy and Information security standards.

INSPECTION NOTE: The COR shall record results of inspection, noting the date & time of inspection. If inspection indicates unacceptable performance, the government evaluator shall notify the CO of the deficiencies and have contractor correct those deficiencies. Contractor shall be given notification to correct the deficiencies within a reasonable amount of time, on a case-by-case basis. The CO shall have the final authority on the amount of time the contractor has to correct the deficiency. The evaluator shall not issue a receiving report accepting the services for the month in question until all deficiencies have been corrected.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Contract Period: Base POP Begin:

POP End:

Contract Period: Base

Companion Care Services in accordance with the performance work statement.

Contract Period: Option 2

Contract Period: Option 1

Contract Period: Option 2

Contract Period: Option 2

Contract Period: Option 3

Contract Period: Option 3

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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) 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 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.3 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.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 four (4) years.

(End of Clause) C.5 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (OCT 2019)

(a) In an effort to achieve socioeconomic small business goals, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business status and their proposed use of eligible service-disabled veteran-owned small businesses (SDVOSBs) and veteran-owned small businesses (VOSBs) as subcontractors.

(b) Eligible service-disabled veteran-owned small businesses offerors will receive full credit, and offerors qualifying as veteran-owned small businesses will receive partial credit for the Service-Disabled Veteran-Owned and Veteran-Owned Small Business Status evaluation factor. To receive credit, an offeror must be registered and verified in the Vendor Information Pages (VIP) database.

(c) Non-Veteran offerors proposing to use SDVOSBs or VOSBs as subcontractors will receive some consideration under this evaluation factor. Offerors must state in their proposals the names of the SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts. In addition, the proposed subcontractors must be registered and verified in the VIP database.

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

(End of Clause)

C.6 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

(a) The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses (SDVOSBs) or veteran-owned small businesses (VOSBs) proposed as subcontractors in accordance with 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more SDVOSBs or VOSBs for subcontract work of the same or similar value.

(b) Pursuant to 38 U.S.C. 8127(g), any business concern that is…