36C25920Q0022-001.docx

36C25920Q0022

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

36C25920Q0022 4-07 -2020 Lance Davis 918-577-3838 04- -2020 16:00

CST

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401 X X 621610 $16.5 Million N/A X Oklahoma City VA Health Care System 921 NE13th St Oklahoma City OK 73104 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Solicitation for Shuttle Services, Patients and Employees.

Respond to Solicitation:

Submit through E-Mail to Lance.Davis2@va.gov Ensure e-mail sizes don’t exceed 7MB per e-mail. If multiple e-mails, indicate “__ of __” to ensure all are received and suggest Vendors send e-mail to request confirmation of receipt of ?? number of attachment(s) & # of e-mails.

Location of Performance:

Oklahoma City VA Health Care System 921 N.E. 13th Street Oklahoma City OK 73104 Must provide: Price, Technical Capability Statement, and Past Performance Statement (see 52.212-2 Evaluation Commercial Items) See CONTINUATION Page X X Judy Chambers 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 36C259

Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401

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.

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971

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

B.2 Performance Work Statement

PERFORMANCE WORK STATEMENT

SHUTTLE SERVICES

Department of Veterans Affairs (VA) Veterans Health Administration (VHA) Oklahoma City VA Health Care System (OKCVHS)

GENERAL INFORMATION

Oklahoma City VA Health Care System requires a multi-year, contracted Shuttle Service with the intent of transporting people between specified bus stop locations, in support of the VA mission. The purpose is to transport VA Health Care System patients and visitors. VA staff may also use the shuttle service if there is unused capacity.

DEFINITIONS

Contractor Employees – has the same meaning as Contractor Personnel Contractor Personnel - has the same meaning as Contractor Employees CO – Contracting Officer COR – Contracting Officer’s Representative POC – Point of Contact Services – Shuttle bus transportation services Technically Trained Personnel – are personnel and/or employees who shall be licensed to drive/operate a shuttle bus, in order to satisfactorily perform services in accordance with the PWS. Also known as Contractor Personnel or Contractor Employees.

PWS – Performance Work Statement OSHA - Occupational Safety and Health Administration DOT – Department of Transportation CFR - Code of Federal Regulations FAR – Federal Acquisition Regulation

VA Mission - To fulfill President Lincoln's promise "To care for him who shall have borne the battle, and for his widow, and his orphan" by serving and honoring the men and women who are America's Veterans.

PURPOSE

The purpose of this contract is to engage a Contractor who can provide Shuttle Services to the locations identified in this PWS at OKC VA Health Care System. The Contractor shall furnish all contract oversight, management, technically trained personnel, equipment, and insurances necessary to provide Shuttle Services for OKC VA Health Care System in accordance with this PWS. This is a non-personal services contract. The Contractor, its employees, agents and subcontractors shall not be considered VA employees for any purpose of fulfilling the PWS and shall be considered employees of the Contractor.

LOCATION OF PERFORMANCE

Oklahoma City VA Health Care System 921 NE 13th St Oklahoma City OK 73104 Four total stops are used for passenger pick-up and drop-off. Two stops are at existing bus stop shelters, located on the east side of N Everest Ave between NE 12th St and NE 8th St. Two stops are at the SE corner Entrance and S Entrance by skybridge of Oklahoma City VA Health Care System, 921 NE 13th St, Oklahoma City, OK 73104.

TASKS AND REQUIREMENTS

The Contractor must ensure each Requirement and each Desired Outcome listed in this PWS is satisfied and that Constraints are honored and respected. If the contractor has any conflicts or challenges with these, they should consult the COR, then if not resolved the CO.

SHUTTLE SERVICE

a. Handicap accessible

b. Air conditioned and heated

c. Adequate ease of passenger boarding and disembarking

d. Minimum seating capacity for 23 people

b. Shuttle passenger waiting time will be less than fifteen minutes between 4:30 a.m. and 6:30 a.m., between 9:00 a.m. and 2:30 p.m., and between 5:00 p.m. and 6:30 p.m.

Below is a table showing the maximum number of shuttle bus passengers within a 14-minute timeframe riding the shuttle buses at one time. These numbers were taken from a count of passengers throughout one week per month for the entire year.

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

The Federal Government observes the following days as holidays.

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

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

· Any other day designated by Federal Statute

· Any other day designated by Executive Order

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

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CONTACT POINTS

Contractor Point of Contact (POC) The Contractor shall specify an individual who shall serve as a single point of contact (POC) for all Contract related business. Contractor must provide the COR and Contracting Office with the POC contact details, to include cell phone and email, as a minimum:

a) Within 2 business days of contract start date and

b) Within 5 business days prior to a change in the POC by the Contractor.

The POC must be easily accessible by phone and return COR calls within 24 hours of a voice message left by the COR.

Contracting Officer’s Representative (COR) Upon contract commencement, the Contracting Officer will notify the Contractor in writing as to the COR assigned to this contract, and upon reassignment of a new COR, as applicable. Contractor shall only respond to requests for service from the COR or the CO. If service is requested from any source, other than the COR or the CO, the Contractor is to advise the individual of this requirement and refuse to respond. Any billing resulting from unauthorized service will not be paid by the government.

Authority of the COR The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract. In the event the Contractor affects any changes at the direction of any person other than the Contracting Officer, the changes will be considered to have been made without authority and no adjustment will be made in the contract price or schedule to cover any increase in costs incurred as a result thereof. The Contracting Officer shall be the only individual authorized to accept nonconforming work, waive any requirement of the contract, and/or modify any term or condition of the contract. The Contracting Officer is the only individual who can legally obligate Government funds. No costs chargeable to the proposed contract can be incurred before receipt of a fully executed contract, contract modification, or specific authorization from the Contracting Officer.

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

CONTRACTOR PERSONNEL SPECIFICATIONS AND REQUIREMENTS

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

1. Be able to function professionally amongst the general public in a hospital and health care environment.

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

1. Drivers shall have & maintain a valid State of Oklahoma operator's license (to include State of Oklahoma CDL license if required by size of bus/vehicle operating) in accordance with Federal, State and local government requirements for their place of operation, for the services they perform, for the entire duration of the contract.

1. Shall not engage in loud or boisterous behavior or use profane or abusive language. Where possible, a warm-natured and humane approach from Contractor personnel is preferred during the performance of services, care and consideration must be given to VA Health Care System visitors and staff.

1. Be compliant with VA Safety, DOT Safety, and OSHA regulations while performing this contract at all times, on or off VA Medical Center property.

1. Be compliant with parking requirements at the VA Health Care System and park only in the designated parking areas as assigned by the COR.

SAFETY AND SECURITY

Safety and Compliance The Contractor must perform services and ensure equipment functions in accordance with:

local, state, and federal Occupational Safety and Health guidelines and legislation, to include Occupational Safety and Health Administration (OSHA), Department of Transportation (DOT), and VA safety guidelines;

CONTRACTOR FURNISHED EQUIPMENT / PROPERTY (CFE / CFP)

Contractor furnished property and equipment must be properly labeled, to include company name, address, and phone number.

GOVERNMENT FURNISHED EQUIPMENT / PROPERTY (GFE / GFP)

Parking Spaces Contractor parking arrangements will be made available and must be coordinated with the COR. If parking on VA property drivers must comply with VA Security requirements. The VA does not validate or reimburse parking costs or violations (to include parking tickets) of Contractor’s or their personnel under any circumstances.

DELIVERABLES

Service Reports Contractor shall provide the COR with weekly Service Reports pertaining to daily tasks and requirements performed. All Service Reports are to be signed and dated by designated Contractor POC and provided to the COR on the first business day of each week.

Each Service Report must describe the:

a) hours performed during the applicable Service period

b) Contractor Personnel in attendance during the applicable Service period, to include their full name

B.3 Quality Assurance Surveillance Plan (QASP)

QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

INTRODUCTION

This quality assurance surveillance plan (QASP) is pursuant to the requirements listed in the performance work statement (PWS). This plan sets forth the procedures and guidelines the VA will use in ensuring the required performance standards or services levels are achieved by the contractor.

Purpose The purpose of the QASP is to describe the systematic methods used to monitor performance and to identify the required documentation and the resources to be employed. The QASP provides a means for evaluating whether the contractor is meeting the performance standards/quality levels identified in the PWS and the contractor’s quality control plan (QCP), and to ensure that the government pays only for the level of services received.

This QASP defines the roles and responsibilities of all members of the integrated project team (IPT), identifies the performance objectives, defines the methodologies used to monitor and evaluate the contractor’s performance, describes quality assurance documentation requirements, and describes the analysis of quality assurance monitoring results.

Performance Management Approach The PWS structures the acquisition around “what” service or quality level is required, as opposed to “how” the contractor should perform the work (i.e., results, not compliance). This QASP will define the performance management approach taken by VA to monitor and manage the contractor’s performance to ensure the expected outcomes or performance objectives communicated in the PWS are achieved. Performance management rests on developing a capability to review and analyze information generated through performance assessment. The ability to make decisions based on the analysis of performance data is the cornerstone of performance management; this analysis yields information that indicates whether expected outcomes for the project are being achieved by the contractor.

Performance management represents a significant shift from the more traditional quality assurance (QA) concepts in several ways. Performance management focuses on assessing whether outcomes are being achieved and to what extent. This approach migrates away from scrutiny of compliance with the processes and practices used to achieve the outcome. A performance-based approach enables the contractor to play a large role in how the work is performed, as long as the proposed processes are within the stated constraints. The only exceptions to process reviews are those required by law (federal, state, and local) and compelling business situations, such as safety and health. A “results” focus provides the contractor flexibility to continuously improve and innovate over the course of the contract as long as the critical outcomes expected are being achieved and/or the desired performance levels are being met.

Performance Management Strategy The contractor is responsible for the quality of all work performed. The contractor measures that quality through the contractor’s own quality control (QC) program. QC is work output, not workers, and therefore includes all work performed under this contract regardless of whether the work is performed by contractor employees or by subcontractors. The contractor’s QCP will set forth the staffing and procedures for self-inspecting the quality, timeliness, responsiveness, customer satisfaction, and other performance requirements in the PWS. The contractor will develop and implement a performance management system with processes to assess and report its performance to the designated government representative. The contractor’s QCP will set forth the staffing and procedures for self-inspecting the quality, timeliness, responsiveness, customer satisfaction, and other performance requirements in the PWS. This QASP enables the government to take advantage of the contractor’s QC program.

The government representative(s) will monitor performance and review performance reports furnished by the contractor to determine how the contractor is performing against communicated performance objectives. The government will make determination regarding incentives/disincentives based on performance measurement metric data and notify the contractor of those decisions. The contractor will be responsible for making required changes in processes and practices to ensure performance is managed effectively.

ROLES AND RESPONSIBILITIES

The integrated project team (IPT) consists of the contracting officer (CO) and the Contracting Officer’s Representative (COR).

The Contracting Officer The contracting officer (CO) is responsible for monitoring contract compliance, contract administration, and for resolving any differences between the observations documented by the contracting officer's representative (COR) and the contractor. The CO will designate one full-time COR as the government authority for performance management. The number of additional representatives serving as technical inspectors depends on the complexity of the services measured, as well as the contractor’s performance, and must be identified and designated by the CO.

The Contracting Officer’s Representative The Contracting Officer’s Representative (COR) is designated in writing by the CO to act as his or her authorized representative to assist in administering a contract. COR limitations are contained in the written appointment letter. The COR is responsible for technical administration of the project and ensures proper government surveillance of the contractor’s performance. The COR is not empowered to make any contractual commitments or to authorize any contractual changes on the government’s behalf. Any changes that the contractor deems may affect contract price, terms, or conditions shall be referred to the CO for action. The COR will have the responsibility for completing QA monitoring forms used to document the inspection and evaluation of the contractor’s work performance. Government surveillance may occur under the inspection of services clause for any service relating to the contract.

IDENTIFICATION OF REQUIRED PERFORMANCE STANDARDS/QUALITY LEVELS

The required performance standards and/or quality levels are included in the PWS and in Attachment 1, “Performance Requirements Summary.”

Incentives or Disincentives in Relation to Standards and Quality Levels Contractor performance on this contract, be it less than, greater than, or equal to satisfactory performance on this contract, will be subject to the Incentives/Disincentives identified in the Performance Requirements Summary. The results will also be documented by the COR and CO, for use as past performance indicators to support any interest or bids the contractor makes in future government requirements and solicitations. Failure to meet the required service or performance level will result in a delinquency notice to the contractor.

METHODOLOGIES TO MONITOR PERFORMANCE

Surveillance Techniques 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:

· Random monitoring - which shall be performed by the COR/COR designated inspector. An example of a sampled week could be the COR sampling four successive waiting times for each of five days in one week.

· 100% Inspection – Each month, the COR, shall review the generated documentation and enter summary results into the Surveillance Activity Checklist.

· Periodic Inspection – COR typically performs the periodic inspection which should align with the frequency of required services per the PWS, such as weekly or monthly, depending on the required task.

· Customer Feedback The contractor is expected to establish and maintain professional communication between its employees and customers. The primary objective of this communication is customer satisfaction. Customer satisfaction is the most significant external indicator of the success and effectiveness of all services provided and can be measured through customer complaints.

Performance management drives the contractor to be customer focused through initially and internally addressing customer complaints and investigating the issues and/or problems but the customer always has the option to communicate complaints to the CO and COR, as opposed to the contractor. Customer complaints, to be considered valid, must set forth clearly and in writing the detailed nature of the complaint, must be signed, and must be forwarded to the COR. The COR will accept those customer complaints and investigate using the Quality Assurance Monitoring Form – Customer Complaint Report, identified in Attachment 4.

Customer feedback may also be obtained either from the results of formal customer satisfaction surveys or from random customer complaints.

Acceptable Quality Levels The acceptable quality levels (AQLs) included in Attachment 1, Performance Requirements Summary, for contractor performance are structured to allow the contractor to manage how the work is performed while providing disincentives for performance shortfalls. For certain critical activities such as those involving maintaining safety during operations, the desired performance level is established at 100 percent. Other levels of performance are keyed to the relative importance of the task to the overall mission performance at the VA Medical Center in this PWS.

QUALITY ASSURANCE DOCUMENTATION

The Performance Management Feedback Loop The performance management feedback loop begins with the communication of expected outcomes.

Performance standards are expressed in the PWS and are assessed using the performance monitoring techniques shown in Attachment 1.

Monitoring Forms The government’s QA surveillance, accomplished by the COR, will be reported using the monitoring forms in Attachments 2, 3 and 4. The forms, when completed, will document the government’s assessment of the contractor’s performance under the contract to ensure that the required results satisfy the Purpose of the Performance Work Statement. The COR will retain a copy of all completed QA surveillance forms and forward electronic copies to the CO.

ANALYSIS OF QUALITY ASSURANCE ASSESSMENT

Determining Performance Government shall use the monitoring methods cited to determine whether the performance standards/service levels/AQLs have been met. If the contractor has not met the minimum requirements, it may be asked to develop a corrective action plan to show how and by what date it intends to bring performance up to the required levels. Failure to meet the AQL may result in disincentives, as shown in Attachment 1 of this document.

Reporting The COR will prepare a written report for the CO summarizing the overall results of the quality assurance surveillance of the contractor’s performance, as needed. This written report, which includes the contractor’s submitted monthly report and the completed quality assurance monitoring forms (Attachment 2, 3 or 4), will become part of the QA documentation. It will enable the government to demonstrate whether the contractor is meeting the stated objectives and/or performance standards, including cost/technical/scheduling objectives.

Reviews and Resolution The COR may require the contractor’s project manager, or a designated alternate, to meet with the CO and other government IPT personnel as deemed necessary to discuss performance evaluation. The COR will define a frequency of in-depth reviews with the contractor, including appropriate self-assessments by the contractor; however, if the need arises, the contractor will meet with the COR as often as required or per the contractor’s request. The agenda of the reviews may include:

· Monthly performance assessment data and trend analysis

· Issues and concerns of both parties

· Projected outlook for upcoming months and progress against expected trends, including a corrective action plan analysis

· Recommendations for improved efficiency and/or effectiveness

The COR must coordinate and communicate with the contractor to resolve issues and concerns regarding marginal or unacceptable performance.

The COR and contractor should jointly formulate tactical and long-term courses of action. Decisions regarding changes to metrics, thresholds, or service levels should be clearly documented. Changes to service levels, procedures, and metrics will be incorporated as a contract modification at the convenience of the PCO/ACO.

QASP ATTACHMENT 1: PERFORMANCE REQUIREMENTS SUMMARY

Incentive/Disincentive Rating, refer to Incentive/Disincentive Rating Table

POC is available to COR per PWS.

Direct Observation - POC contact accessibility.

Non-compliance forwarded to CO.

Incentive/Disincentive Rating, refer to Incentive/Disincentive Rating Table

POC is available to COR per PWS

Direct Observation - POC contact accessibility Non-compliance forwarded to CO.

Incentive/Disincentive Rating, refer to Incentive/Disincentive Rating Table

Disincentive - Negative performance rating input via CPARS

Incentive/Disincentive Rating Table

(+) Meet the acceptable performance definition as a condition for positive ratings in CPARS assessment.

Minimum SATISFACTORY rating for ALL TASKS.

(+) Meet the acceptable performance definition as a condition for positive ratings in CPARS assessment. Minimum THREE (3) or more TASKS with at least VERY GOOD or EXCEPTIONAL rating.

(+) Meet the acceptable performance definition as a condition for positive ratings in CPARS assessment. Minimum SATISFACTORY rating for ALL TASKS to include Exceptional and Very Good rating requirements described above.

(-) Does not meet the acceptable performance definition as a condition for positive ratings in CPARS assessment.

(-) Does not meet the acceptable performance definition as a condition for positive ratings in CPARS assessment.

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

Shuttle Bus Services for Oklahoma City VA Health Care System, as per the PWS.

Contract Period: Base POP Begin: 06-01-2020 POP End: 09-30-2020

Shuttle Bus Services for Oklahoma City VA Health Care System, as per the PWS.

Contract Period: Option 1 POP Begin: 10-01-2020 POP End: 09-30-2021

Shuttle Bus Services for Oklahoma City VA Health Care System, as per the PWS.

Contract Period: Option 2 POP Begin: 10-01-2021 POP End: 09-30-2022

Shuttle Bus Services for Oklahoma City VA Health Care System, as per the PWS.

Contract Period: Option 3 POP Begin: 10-01-2022 POP End: 09-30-2023

Shuttle Bus Services for Oklahoma City VA Health Care System, as per the PWS.

Contract Period: Option 4 POP Begin: 10-01-2023 POP End: 09-30-2024

Shuttle Bus Services for Oklahoma City VA Health Care System, as per the PWS.

Contract Period: Option 5 POP Begin: 10-01-2024 POP End: 05-31-2025

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.