36C25820Q0269.docx

36C25820Q0269

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

36C25820Q0269 07-29-2020 April Graves 602-795-4475 08-14-2020 1:00pm Department of Veterans Affairs NCO22-Gilbert Network Contracting 777 E. Missouri, Suite 300 Phoenix AZ 85014 X X 485999 $16.5 Million N/A X Department of Veterans Affairs Phoenix VA Healthcare System 655 E Indian School Rd Phoenix AZ 85012 Department of Veterans Affairs NCO22-Gilbert Network Contracting 777 E. Missouri, Suite 300 Phoenix AZ 85014

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 Phoenix VA Health Care System. (PVAHCS) requires services to provide all personnel, labor, transportation, management and vehicles for the purpose of a parking shuttle service for PVAHCS in accordance with the attached performance work statement and all federal and state applicable laws and regulations.

See CONTINUATION Page X X James Moran 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 777 E. Missouri, Suite 300 Phoenix AZ 85014

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:

Page 1 of Page 1 of Page 1 of Page 1 of

B.2 STATEMENT OF WORK

“Shuttle Service” at Phoenix Veterans Health Administration

PHOENIX, ARIZONA

DESCRIPTION OF SERVICES

1. OBJECTIVE

The Contractor shall provide vehicles, personnel, management, supplies, fuel, transportation equipment and insurance necessary to transport passengers between Phoenix Veteran Administration (VA) Health Care System (PVAHCS) main facility to and from the two (2) designated off-site parking lots located within a two (2) mile radius of PVAHCS. See Section D.2 Shuttle Services Attachment.

1.1. Period of Performance: The contract shall be for one (1) Base Year and four (4) option years in accordance with price schedule.

2. Scope of Work

2.1. Contractor shall use route of greatest efficiency not to exceed 15 (fifteen) minutes total travel time roundtrip between offsite parking lots and PVAHCS main facility entrance of Building 8. Contractor shall provide signage in shuttles to indicate anticipated route. Sample Provided: See Section D.2 Shuttle Services Attachment.

2.2. Addresses:

2.2.1. Phoenix VA Health Care System (PVAHCS) main facility

**10’3” height restriction in 3 (three) locations caused by solar panels See Section D.2 Shuttle Services Attachment for Shuttle Stop Location 650 E. Indian School Road Phoenix, Arizona 85012

2.2.2. Off Site Parking Lot 1 (200 Parking Spaces)

See Section D.2 Shuttle Services Attachment for Shuttle Stop Location 3443 N. Central Avenue Phoenix, Arizona 85012

2.2.3. Off Site Parking Lot 2 (300 Parking Spaces)

See Section D.2 Shuttle Services Attachment for Shuttle Stop Location 3003 N Central Ave;

Phoenix Az, 85012

2.3. Hours of Operation: Contractor shall provide shuttle services for passengers Monday through Friday, excluding Federal Holidays between the hours of 6:00 am - 6:00 pm.

2.4. Federal Government Holidays

2.5. Performance: Off Site parking lots have driveway entrances with height restrictions. See Section D.2 Shuttle Services Attachment. Shuttle services shall pick up passengers from designated shuttle stops See Section D.2 Shuttle Services Attachment, transporting passengers between parking lots and the main entrance of the PVAHCS Building 8 (eight) or alternate drop-off location on PVAHCS campus as needed. Alternate drop off location shall be communicated to contractor by Contracting Officers Representative (COR) as needed prior to the start of daily shuttle services. Alternate drop-off location will be on the PVAHCS campus.

2.5.1. Parking Validation: Contractor shall provide parking validation stamps for passengers parking passes. Validations stamps shall be available on all shuttles. Additional validation stamp shall be provided by Contractor and available at front desk of PVAHCS.

2.5.2. Safety: Shuttles shall not have any standing passengers while in motion at any time.

2.5.3. Number of Passengers: PVAHCS anticipates the need to transport approximately 2000 or more passengers daily.

2.5.4. Shuttle Buses/Vans Requirements:

2.5.4.1. Contractor shall provide no less than 2 (two) shuttle buses available at all times with capacity not less than 25 (twenty-five) passengers each. During times of increased (peak hours) passenger transport, the Contractor shall be able to add additional shuttle with 25 (twenty-five) passenger capacity as needed to meet passenger demand.

2.5.4.2. Shuttle buses shall be handicap accessible.

2.5.5. Shuttle operations: Shuttle buses shall operate on alternating routes between parking lots and PVAHCS campus at intervals not to exceed 15 minute per circuit. Contractor shall use route of greatest efficiency not to exceed 15 (fifteen) minutes total travel time roundtrip between offsite parking lots and PVAHCS main facility entrance of Building 8 (eight) as indicated in Section D.2 Shuttle Services Attachment. When operating with 3 (three) or more shuttle buses, Contractor may skip a stop if shuttle is full.

2.5.5.1. PVAHCS – Lot 1 – Lot 2 (continuous)

2.5.5.2. PVAHCS – Lot 2 – Lot 1 (continuous)

2.5.6. Peak Shuttle Services from 6:00 am to 10:15 am: Contractor shall begin the morning peak shuttle runs at the off-site parking lots weekdays at 6:00 am. Shuttle buses shall run alternately and concurrently to pick up and drop off passengers every 15 (fifteen) minutes at the three locations. Shuttle services shall continue until the last pick-up at 10:00 am.

2.5.6.1. Shuttle Route 1: Lot 1 – Lot 2 - PVAHCS (continuous)

2.5.6.2. Shuttle Route 2: Lot 2 – Lot 1 - PVAHCS (continuous)

2.5.7. Shuttle Services from 10:00 am to 2:00 pm: One shuttle bus shall be required to make circuits between PVAHCS, Off-Site Parking Lot 1, and Off-Site Parking Lot 2 every 15 minutes to transport passengers as needed. Additional shuttle shall be available as needed. COR shall advise contractor increased demand prior to the start of daily shuttle services.

2.5.8. Peak Shuttle Services from 2:00 pm to 6:15 pm: Contractor shall begin all afternoon peak shuttle runs in front of Bldg. 1 at PVAHCS weekdays at 2:00 pm. Shuttles shall run alternately and concurrently to pick up and drop off passengers every 15 (fifteen) minutes at the three locations. Shuttle services shall continue until the last pick-up at 6:00 pm.

2.5.8.1. Shuttle Route 1: PVAHCS – Lot 1 – Lot 2 (continuous)

2.5.8.2. Shuttle Route 2: PVAHCS – Lot 2 – Lot 1 (continuous)

2.5.9. Schedules and Changes.

2.5.9.1. A shuttle service schedule shall be created by the contractor and agreed upon by the COR prior to the implementation of the service.

2.5.9.2. Schedules shall be posted at all pick-up points and within each shuttle. Additional copies shall be provided for each shuttle by the COR for passengers as requested.

2.5.9.3. Contractor shall post No Smoking signs on all shuttles.

2.5.9.4. Should route schedules need to be modified, any modifications must be coordinated with the COR and approved by the Contracting Officer prior to implementation. Any changes to the designated pick-up and drop-off zones will be coordinated and identified by the COR. All schedule modifications must be accepted by the COR prior to implementation.

2.5.9.5. Shuttle services and times are mandatory for the alternating AM and PM peak runs to provide adequate transportation services to visitors of PVAHCS offsite parking lots. Drivers shall follow the posted schedule as closely as possible with exceptions given for traffic delays. To provide a high level of customer service, drivers shall depart from all the locations at the scheduled times. If the shuttle is at capacity, drivers may depart ahead of schedule.

2.5.9.6. Designated shuttle pick/up and drop/off locations are indicated in Section D.2 Shuttle Services Attachment.

3. Contractor Personnel Qualifications

3.1. Contractor personnel shall always conduct themselves in a business-like manner while providing services and on VA premises. Contractor personnel shall wear an appropriate and professional uniform with company's name and name of the driver. Contractor personnel performing contract services shall always meet the qualifications specified in this contract, as well as any qualifications required to perform services as required by Federal, State, County and local government entities from the place in which they operate.

3.2. Within 7 (seven) days after receipt of award notification, Contractor shall provide evidence of required training, certifications, licenses and any other qualifications required for this contract. Documentation shall be provided to the COR prior to the start of services.

3.3. During performance of the contract, if the Contractor proposes to add-on or replace personnel to perform contract services, Contractor shall submit the required evidence of training, certifications, licensing and any other qualifications to the Contracting Officer and COR 7 (seven) days prior to personnel performance of services. At no time shall the Contractor utilize add-on or replacement personnel to perform contract services who do not meet the personnel qualifications of this contract.

4. Driver's Qualifications

4.1. Contractor shall be responsible for using appropriate driver screening and selection criteria when employing drivers. Such screening shall include but is not limited to testing drivers for prohibited drug use and alcohol misuse; and a criminal background check, to the maximum extent permitted by state law.

4.2. Drivers shall hold, and possess on person at all times, a valid Commercial Drivers License (CDL) in accordance with Federal, State and local government requirements for their place of services and the class of vehicle operated. Drivers shall post their CDL in such a manner as to be continually visible and readable at all times by any passenger and in a manner prescribed by the Department of Veterans Affairs.

4.3. Contractor personnel shall not operate or occupy the transport vehicles while under the influence of alcohol, controlled narcotic substances, legal or illegal, or while under the influence of any other inebriating substance that may impair vision, depth perception, mobility and reasonable judgment.

4.4. Contractor personnel shall be removed from performing services should personnel be identified as a potential threat to the security, safety, health or the operational mission of the PVAHCS facilities and its population. Contractor shall replace any personnel removed or relieved from the performance of services in accordance with this contract.

4.5. Contractor Attire and Identification: Contractor personnel shall wear an appropriate and professional uniform with company's name and name of the driver.

4.6. Contract drivers are always expected to behave in a courteous manner while interacting with passengers. Any confrontations with staff should be immediately documented and reported to the COR.

4.7. The contractor's personnel shall be kind and courteous to passengers and shall not play loud music or music that is objectionable to the passengers while transporting.

4.8. Drivers shall not use mobile/cell phone communication devices when driving. Drivers shall not Text Message while driving. See Federal Acquisition Regulation 52.223-18.

4.9. Contractor personnel shall immediately notify the COR of any incidents involving injury or passenger incidents during transport. Contractor shall promptly complete and submit to the COR, an Incident Report with all information felt to be necessary for full review.

4.10. Customers' Complaints. Contractor shall notify the COR in writing within 24 hours of any complaints made by the passengers with regards to transportation services.

4.11. Customer Feedback. The government will provide to the Contractor sufficient comment cards with government address pre-printed to be placed in each vehicle that is readily accessible to customers to provide-feedback, positive and/or negative. The COR will provide feedback to the contractor monthly. Constructive recommendations for improved services along with the passengers' complaints will be reviewed by the Contracting Officer and COR and shall be issued in writing by Contracting Officer as needed. Contractor shall notify the COR when comment cards are depleted.

5. Contractor Contingency Performance Contractor shall have a contingency/back-up plan in the event, the Contractor is unable to perform services or have services performed as required. The Contractor shall immediately notify the COR and provide a justification for non-performance and institute the contingency and/or back-up plan as quickly as possible.

6. Traffic Compliance

6.1.1. While driving vehicles on the PVAHCS campus, contractor must follow all posted speed limits and traffic signs. Failure to do so will result in a traffic citation, issued by PVAHCS Police Department. The Contractor is responsible for any citation its drivers are issued.

7. Contractor Furnished Property- Equipment -Supplies

7.1. Contractor shall provide enough vehicles necessary to properly perform the contract requirements. Contractor's equipment and vehicles shall be in good working condition and comply with industry's safety standards.

7.2. All vehicles shall be cleaned and sanitized as required for the purpose of transporting passengers. Contractor shall: Understand and utilize appropriate sanitation procedures. Control and monitor to ensure that all sanitation requirements are properly and efficiently addressed. Understand diseases and know the proper chemicals and methods of cleaning in accordance with Center for Disease Control (CDC) guidelines for non-emergency vehicles.

https://www.cdc.gov/coronavirus/2019-ncov/community/organizations/disinfecting-transport-vehicles.html

7.3. Contractor shall provide, maintain and ensure vehicles contain the following systems, supplies, and equipment in accordance with the manufacturer's specifications and guidelines.

7.3.1. Operating climate control system (heating and air conditioning system);

7.3.2. A standard first aid kit

7.3.3. Fire suppression equipment

7.3.4. Appropriate road emergency warning equipment

7.3.5. Communication equipment to communicate between the dispatcher and the driver.

7.4. The Contractor shall have written emergency procedures that are: Immediately accessible, concise, and understandable to the persons operating the vehicles and passengers.

8. GENERAL REQUIREMENTS

8.1. Contractor shall provide the COR with a list of contractor personnel expected to possibly enter the buildings. While on PVAHCS premises or off-site parking locations, all contractor personnel shall comply with the rules, regulations, and procedures governing the conduct of personnel and the operation of the facility.

8.2. Contractor personnel shall comply will all PVAHCS policies regarding health and security measures to enter PVAHCS facility. Measures may include but are not limited to answering health screening questions, having temperature taken, or any other measures PVAHCS may use to maintain health and safety of public entering facility.

8.2.1. Current policies shall be distributed and updated as needed by the COR.

8.3. It is the responsibility of the contractor’s personnel to park in the appropriate designated parking areas. Parking information shall be coordinated with facility COR.

8.4. PVAHCS shall not validate or make reimbursement for parking violations of the contractor’s personnel under any circumstance.

8.5. Contractor shall comply with all security policies/requirements. All security policies/requirements must be met, and personnel cleared prior to the contractor performing work under this contract. Personnel that cannot meet the security and clearance requirements shall not be allowed to perform work under this contract.

9. Identification, Parking, Smoking, and VA Regulations:

9.1. Contractor personnel shall wear visible identification issued by PVAHCS Police Section at all times while on the premises of PVAHCS. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking is available from the VA Police Section. PVAHCS will not invalidate or make reimbursement for parking violations of the Contractor under any conditions. Smoking is prohibited inside any buildings at PVAHCS our outside of any designated smoking area on premises. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Contractor to provide all personnel, labor, transportation, management and vehicles for the purpose of a parking shuttle service for PVAHCS in accordance with the attached performance work statement and all federal and state applicable laws and regulations.

Contract Period: Base POP Begin: 10-01-2020 POP End: 09-30-2021

Contractor to provide all personnel, labor, transportation, management and vehicles for the purpose of a parking shuttle service for PVAHCS in accordance with the attached performance work statement and all federal and state applicable laws and regulations.

Contract Period: Option 1 POP Begin: 10-01-2021 POP End: 09-30-2022

Contractor to provide all personnel, labor, transportation, management and vehicles for the purpose of a parking shuttle service for PVAHCS in accordance with the attached performance work statement and all federal and state applicable laws and regulations.

Contract Period: Option 2 POP Begin: 10-01-2022 POP End: 09-30-2023

Contractor to provide all personnel, labor, transportation, management and vehicles for the purpose of a parking shuttle service for PVAHCS in accordance with the attached performance work statement and all federal and state applicable laws and regulations.

Contract Period: Option 3 POP Begin: 10-01-2023 POP End: 09-30-2024

Contractor to provide all personnel, labor, transportation, management and vehicles for the purpose of a parking shuttle service for PVAHCS in accordance with the attached performance work statement and all federal and state applicable laws and regulations.

Contract Period: Option 4 POP Begin: 10-01-2024 POP End: 09-30-2025

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

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.

ADDENDUM: Evaluation of options under FAR 52.217- 8 will be accomplished by using the prices offered for the last option period to determine the price for a 6- month option period, which will be added to the base and other option years to arrive at the total price. Evaluation of options will not obligate the Government to exercise the option(s); IAW FAR 17.206 Evaluation.

Exercise of this option will be accomplished by using the pricing offered for the prior period of performance which shall determine the pricing for the additional 6-months if exercised.

(End of Clause)

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

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

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

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

(End of Clause)

C.5 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.6 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

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

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[X] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[X] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[X] 852.233–70, Protest Content/Alternative Dispute Resolution.

[X] 852.233–71, Alternate Protest Procedure.

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

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[X] 852.270–1, Representatives of Contracting Officers.

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

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

[] 852.273–74, Award without Exchanges.

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

[] 852.237–74, Nondiscrimination in Service Delivery.

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

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

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

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

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

(End of Clause) (End of Addendum to 52.212-4)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JUN 2020)

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

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

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115–232).

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

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

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

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