36C25922Q0443.docx

36C25922Q0443

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.

UEI:

EFT:

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. SIGNAT

URE OF OFFEROR/CONTRACTOR

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

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

36C25922Q0443 07-08-2022 Frankie Emler 918.577.3923 07-15-2022 15:00

CDT

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401 X X 812320 $6 Million N/A X Department of Veterans Affairs Miles City VA Outpatient Clinic 210 S. Winchester Ave Miles City MT 59301 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 Laundry and Linen Service at Miles City VA Outpatient Clinic, MT.

Respond to Solicitation: Email Frances.Emler@va.gov and Lance.Davis2@va.gov by date & time in block 8.

Evaluation of Solicitation:

1. Price.

See CONTINUATION Page X X Lance Davis

VA-VHA-RPOW-2022-68748

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

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.

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

B.2 PERFORMANCE WORK STATEMENT (PWS)

Performance Work Statement (PWS) Laundry/Linen Services Department of Veterans Affairs (VA) Veterans’ Health Administration (VHA)

PURPOSE: The contractor shall provide laundry and linen services for the Veterans Administration located at 210 S Winchester Ave, Miles City, MT 59301. The services shall consist of but are not limited to the following: Contractor shall furnish all labor, tools materials, equipment, transportation, supervision, and supplies to manage and perform all operations for the laundry services.

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. Contractor shall furnish all labor, materials, parts, equipment, tools, shipping, transportation, insurances, licenses, certifications and supervision necessary to provide services in accordance with this Performance Work Statement (PWS).

TASKS AND REQUIREMENTS: The Contractor shall provide the COR with a written report of all soiled linen processed and all clean linen delivered, showing cart number and weight. The VA will be charged for or invoiced against the clean linen weight. The information must be recorded daily and delivered/emailed, at a minimum every 15 days, to the COR or linen supervisor in charge. The reports of soiled linen received, and clean linen delivered must show date, the name of the item, including specialty items, number of pieces received and delivered per Schedule Line-Item number, pounds received or delivered per Schedule Line-Item number, cart number/ weight and where they were delivered.

Contractor personnel shall adhere to established training criteria (such as OSHA) and shall be able to demonstrate a documented employee initial and refresher training program that includes standard precautions, basic bacteriological concepts, infection control, safety, fire protection, PPE, and laundry operating procedures and policies.

Any change of function by the Government, which may affect this contract as contemplated by this paragraph, and which requires permanent adjustments in frequency or type of performance, will be coordinated with the Contracting Officer Representative (COR) and Contracting Officer (CO) prior to initiation of such a change to assure adequate contractual coverage.

SUPERVISION BY CONTRACTOR: The Contractor shall assign an on-site manager at their laundry processing plant who shall be physically present during prescribed work hours. The on-site manager is solely responsible to supervise the provision of these laundry/linen services and serves as the primary point of contact with the Government. The Contractor shall designate a qualified alternate to substitute for the on-site manager in his absence or during periods of work performed after normal work hours.

GOVERNMENT REPRESENTATIVE: The COR is responsible for providing technical assistance to the CO in administration of the contract. This responsibility involves quality assurance inspection, surveillance reporting and monthly certification of the Contractor’s performance by the Facility COR. The CO will furnish the name of the COR prior to the start date of the contract. The Contractor shall be advised of the extent of the authority of the COR. The COR shall have access to plant facilities, without necessity of prior notification to Contractor. Each phase of the services rendered under this contract is subject to Government inspection during both the Contractor’s operation and after completion of tasks. The Government’s program is not a substitute for quality control by the Contractor.

FEDERAL HOLIDAYS: Federal Holidays. The date of observance by the Federal Government of the following holidays: New Year’s Day, Dr. Martin Luther King Jr.’s Birthday, President’s Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day, and Christmas Day.

CIRCUMSTANCES TO BE REPORTED: Circumstances to be reported: The Contractor shall report any circumstances, which may affect the performance of the work and unhealthy or hazardous conditions or any delays or interference with work. Such reports shall be made immediately upon discovery by the Contractor to the COR by phone and then a follow up email.

HOURS OF WORK: This service will be completed Monday-Friday between the hours of 7:00 AM and 3:00 PM unless prior arrangements are requested and approved by the Contracting Officer Representative. Federal Holidays are excluded. The Contractor shall notify the Contracting Officer’s Representative (COR), Environmental Management Service, at least three (3) days prior to beginning services.

DEFINITIONS/ACRONYMS:

Definitions. Definitions used throughout this Performance Work Statement shall have the following meanings as set forth below:

Ancillary Equipment. Equipment required for Contractor’s operations but not directly related to laundry production, e.g., cleaning equipment.

AQL (Acceptable Quality Level). The maximum percent of defective work or number of defects that will be allowed before work is considered unsatisfactory. An AQL does not imply that the Contractor has knowingly performed in an unsatisfactory way. It implies that the Government recognizes that unsatisfactory performance sometimes happens unintentionally. As long as unsatisfactory performance does not exceed the AQL, the service will not be subject to payment reduction by the Government. The Contractor, however, must correct all unsatisfactory work unless excused by the Lead COR.

CDR (Contract Discrepancy Report). Government formal documentation of Contractor’s failure to provide services as required under the terms of the contract. The CDR requires the Contractor to explain in writing why performance was unsatisfactory, how performance will be returned to satisfactory levels, and how recurrence of the problem will be prevented in the future.

Clean. Laundered articles are dry and free of visible soil, lint and objectionable odor. Spots and stains are removed where practical without fabric damage. No residual harmful chemicals are present.

Consumable Supplies. Those supplies used in the day-to-day operation of the laundry, e.g., detergent, bleach, and alkali.

Contractor. An individual, partnership, or organization having a contractual relationship with the Government for provision of service.

CO (Contracting Officer). The person with the authority to enter into, administer, and/or terminate contracts and make related determinations and findings.

COR (Contracting Officer’s Representative). Any person or persons authorized to act for the Contracting Officer within authority limits.

CPM (Contractor’s Plant Manager). Contractor’s representative having supervisory responsibility and authority for total performance of work under the contract.

Cure Notice. A formal notification to Contractor to correct a deficient situation or risk termination of contract.

Defect. Each instance of noncompliance with a contract requirement. A defect may be caused by either nonperformance or poor performance. Each defect is subject to deductions, as set forth in Section VII.

Delivery Point. Point which soiled linen is picked up for processing by the Contractor and clean linen delivered to the Medical Facility.

Department of Veterans Affairs. Government agency requiring services under the terms of the contract.

Emergency. An unforeseen combination of circumstances, or the resulting state, which requires immediate action. An emergency situation shall be declared by the COR.

Fair Wear and Tear Condition. That which is worn out by normal usage with no negligent misuse involved and cannot be used for its intended purpose.

General Linens. Linens (commonized) which are commercially available, such as, sheets, towels, blankets, bedspreads, pillowcases, washcloths, bath blankets, pajamas, bathrobes, mattress pads, bed pads, fitted sheets, surgical linen and other items identified in Attachment 1.

Government. The United States Government, Headquarters, VA, VAMC, and the term used to refer to the officials designated to administer the contract or their designated representatives.

Infection Control Committee. The group designated for implementation and monitoring of the infection control program for the Medical Center as prescribed by JCAHO and the VA.

Joint Commission. A national organization dedicated to improving the care, safety, and treatment of patients in health care facilities.

Launder. To clean by chemical and mechanical action materials composed of natural or synthetic fibers. For the purposes of the contract the terms include tumble-drying, ironing, folding, and all other industry standard processes, which textile products undergo while in the laundry.

Linen. Reusable textile items composed, in whole or in part, of natural, synthetic or blended fibers.

Linen Inventory. An itemized listing of quantities and values for accounting purposes of linen items in circulation at the Medical Center(s).

Staffing Chart. A survey chart or inventory for scheduling staffing requirements in an industrial plant showing each operation with number of workers.

Medical Center Director (s). The person with final responsibility for the mission of the Medical Center. A Medical Center Director may have final authority over more than one Medical Center.

Must. This word is used in connection with the Contractor and specifies that the provision is binding.

Packaging. Packaging is the process by which cleaned garments and linen are returned to the Medical Center. Linen is delivered in linen carts by quotas according to established arrangement agreed upon by the COR and CPM. All linen is packaged securely to prevent possible contamination.

Patient Clothing. Personal property of patients, e.g., pants, shirts, underwear.

Personal Property. All Government property, except real property and expendable property.

Procedures Manual. A Contractor’s written document describing in detail the methods normally used to accomplish tasks required by the contract, proper operation of equipment, and normal fire/ safety precautions.

PWS (Performance Work Statement). A document that describes accurately the essential technical requirements for services, including the standards used to determine whether the requirements have been met.

Quality Assurance. Those actions taken by the government to check goods or services to determine that they meet the requirements of the PWS.

Quality Assurance Evaluator. Government employee(s) assigned to monitor and evaluate the quality and compliance with the Performance Work Statement requirements.

Quality Control. Those actions taken by the Contractor to control the production of goods or services so that they will meet the requirements of the PWS.

Sanitary. In a clean state, protected from the contamination of pathogenic organisms.

Satisfactory Performance. Within limits of the AQL, adherence to the requirements of the PWS.

Separation. The physical division of space through the use of an impermeable barrier wall in order to prevent cross contamination of clean materials with soiled or contaminated materials. The physical division of clean and soiled area must be accompanied by the use of pass-through equipment to prevent recontamination of materials by human or environmental contacts. This physical barrier is necessary to insure the maintenance of positive air pressure in the clean section relative to negative air pressure in the soiled section.

Service. A job performed to the standard and within the acceptable quality level. The Contractor must do the specific job, meet the standard, and meet the acceptable quality level before performance is acceptable and the Contractor is paid.

Serviceable Articles. Articles usable in their current condition, or restorable by economically justified repair methods to usable condition.

Shall. This word is used in connection with the Contractor and specifies that the provision is binding.

Specialty Items. All textile items not classified as general linens. Example includes: soap free linen, restraints, cubicle curtains, etc.

Standard. A Government acknowledged measure of comparison.

Start Date. The date work under the contract is scheduled to begin.

Surgical Linen. Linen utilized by surgical and / or specialized units. Normally blue or green linen.

Surveillance Plan. An organized written document used for quality assurance surveillance.

Task and Frequency Chart. Displays the required tasks and the minimum frequencies of performance.

Textile Care Processing Facility. A facility designed to render soiled linens clean, sanitary and aesthetically acceptable for reuse, in an efficient and non-damaging manner.

Trash. Rubbish or refuse.

Uniforms. Government owned clothing worn by VA employees as a means of identification.

Unsatisfactory Performance. Failure to meet the AQL.

Unserviceable Item. An item, which can no longer be used for its intended purpose.

VA (Department of Veterans Affairs). The Government agency requiring services under the terms of the contract.

VAMC. Veterans Affairs Medical Center

Headquarters. Veterans Affairs Central Office.

Will. This word is used in connection with the Government and specifies that the provision is binding.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Provide Laundry service for VA facility items (including cleaning rags, Micro-Fiber Mop heads, and Wet Mop Heads) and Patient Personal items (Individually bagged and hung) in accordance with the PWS.

Contract Period: Task Order #1 POP Begin: 08-01-2022 POP End: 07-31-2023 PRINCIPAL NAICS CODE: 812320 - Drycleaning and Laundry Services (except Coin-Operated) PRODUCT/SERVICE CODE: S209 - Housekeeping - Laundry/Drycleaning

Provide Laundry service for VA facility items (including cleaning rags, Micro-Fiber Mop heads, and Wet Mop Heads) and Patient Personal items (Individually bagged and hung) in accordance with the PWS.

Contract Period: Task Order #2 POP Begin: 08-01-2022 POP End: 07-31-2023

Provide Laundry service for VA facility items (including cleaning rags, Micro-Fiber Mop heads, and Wet Mop Heads) and Patient Personal items (Individually bagged and hung) in accordance with the PWS.

Contract Period: Task Order #3 POP Begin: 08-01-2022 POP End: 07-31-2023

Provide Laundry service for VA facility items (including cleaning rags, Micro-Fiber Mop heads, and Wet Mop Heads) and Patient Personal items (Individually bagged and hung) in accordance with the PWS.

Contract Period: Task Order #4 POP Begin: 08-01-2022 POP End: 07-31-2023

Provide Laundry service for VA facility items (including cleaning rags, Micro-Fiber Mop heads, and Wet Mop Heads) and Patient Personal items (Individually bagged and hung) in accordance with the PWS.

Contract Period: Task Order #5 POP Begin: 08-01-2022 POP End: 07-31-2023

B.4 QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

Linen/Laundry Services Quality Assurance Surveillance Plan (QASP)

CONTRACT PERFORMANCE MONITORING:

Monitoring of contractor’s performance shall be demonstrated through Direct Observation. The COR and/or the alternate COR shall be the VA official responsible for verifying contract compliance. After contract award, any incidents of contractor noncompliance as evidenced by the monitoring procedures shall be forwarded immediately to the Contracting Officer.

CONTRACTOR MONITORING BY SERVICE: (QASP)

At the time of contract award, the Contracting Officer will appoint a COR and the alternate COR to assist with the contract monitoring requirements. The COR (and alternate COR if appointed) will monitor such items as quality of service, timeliness of performance, customer service, cost control, and business relations. The COR will ensure that services are performed and be responsible for handling service-related requirements necessary for patient care, the Mission of VHA.

The services provided will be monitored through a variety of mechanisms, including but not limited to:

Observation Random Inspection of services provided

The Government may evaluate the quality of professional and administrative services provided; but retains no control over the medical, professional aspects of services rendered (e.g., professional judgments, diagnosis for inspections and/or testing methods), in accordance with FAR 37.401(b).

The delegated COR (and/or alternate COR) will notify the Contracting Officer of any non-compliance immediately upon his/her gaining knowledge of any such situation or incident. Initial communication may be communicated by telephone. After such communication, the COR (and/or alternate COR) will provide a written/electronic statement to the contracting officer along with any supporting documentation regarding the performance failure noted.

A summary evaluation of the contractor performance will be forwarded to the contracting officer annually prior to exercising any option year(s) and could affect positive CPARS (Contract Performance Assessment Reporting System) or other Past Performance Ratings.

PERFORMANCE REQUIREMENTS MATRIX:

Positive or Negative Past Performance Report

Non-compliance forwarded to CO.

Positive or Negative Past Performance Report

Positive or Negative Past Performance Report

Non-compliance forwarded to CO.

Positive or Negative Past Performance Report

Positive or Negative Past Performance Report

Non-compliance forwarded to CO.

Positive or Negative Past Performance Report

B.5 CONTRACTOR PAYMENT REQUESTS

Contractor e-Invoice Set-Up Information: Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

· Access the web site for more invoicing instructions: https://www.fsc.va.gov/einvoice.asp

· Tungsten e-Invoice Setup Information: 1-877-489-6135

· Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

· FSC e-Invoice Contact Information: 1-877-353-9791

· FSC e-invoice email: vafsccshd@va.gov Payment requests may be impacted if contractor fails to maintain SAM registration, has legally changed its business name or "doing business as" name (whichever is shown on the contract), or has transferred the assets used in performing the contract. Refer to FAR clause 52.204-13.

B.6 COVID-19 HEALTH REQUIREMENTS

Employee Physical Health: Contractor's employees are expected to be in good physical health and able to work in patient care areas without risk to the patients. No personnel shall be assigned to this contract who are not in good physical health or pose a risk to patients. Contractor's personnel who acquire a communicable illness shall not perform service under the contract and shall be free of illness before returning to work. All employees will be screened daily upon arriving on the VA Medical Center property, any contract worker complaining of or showing symptoms will be sent away and must quarantine for 14 days (unless they provide a Doctor’s note stating they are able to work and are not contagious).

If a contractor refuses screening, they can be denied access to the facility. 38 C.F.R. § 1.218(a)(1) vests the Secretary or his designee with authority to close facilities or portions of facilities that are under the charge and control of VA to the public. This includes the authority to prohibit contractors from entering VA facilities, if they refuse to undergo screening measures. Additionally, FAR 52.212-4(q) requires contractors to comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under contracts for commercial services and supplies.

The CDC states that employees, including contractors, with symptoms of influenza-like illness at work during a pandemic should leave the workplace. The CDC provides guidance for the workplace which OMB references in their COVID-19 guidance. The CDC recommends that employees who appear to have acute respiratory illness symptoms (i.e. cough, shortness of breath) upon arrival to work, or become sick during the day, should be sent home immediately. Additionally, if the employee is asymptomatic but tests positive, the employee should be sent home immediately. The responsible Contracting Officer must be notified immediately.

It is incumbent upon the contractor to familiarize themselves with Montana’s state quarantine rules by visiting the latest information on the web. Suggested sites are listed below.

https://www.montana.va.gov/

B.7 VHA SUPPLEMENTAL CONTRACT REQUIREMENTS FOR COMBATTING COVID-19

VHA Supplemental Contract Requirements for Combatting COVID-19

1. Contractor employees who work in or travel to VHA locations must comply with the following:

a. Documentation requirements:

1) If fully vaccinated, contractors shall show proof of vaccination.

i. NOTE: Acceptable proof of vaccination includes a signed record of immunization from a health care provider or pharmacy, a copy of the COVID-19 Vaccination Record Card (CDC Form MLS-319813_r, published on September 3, 2020), or a copy of medical records documenting the vaccination.

2) If unvaccinated, contractors shall show negative COVID-19 test results dated within three calendar days prior to desired entry date. Test must be approved by the Food and Drug Administration (FDA) for emergency use or full approval. This includes tests available by a doctor’s order or an FDA approved over-the-counter test that includes an affiliated telehealth service.

3) Documentation cited in this section shall be digitally or physically maintained on each contractor employee while in a VA facility and is subject to inspection prior to entry to VA facilities and after entry for spot inspections by Contracting Officer Representatives (CORs) or other hospital personnel.

4) Documentation will not be collected by the VA; contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

2. Contractor employees are subject to daily screening for COVID-19 and may be denied entry to VA facilities if they fail to pass screening protocols. As part of the screening process contractors may be asked screening questions found on the COVID-19 Screening Tool. Check regularly for updates.

a. Contractor employees who work away from VA locations, but who will have direct contact with VA patients shall self-screen utilizing the COVID-19 Screening Tool, in advance, each day that they will have direct patient contact and in accordance with their person or persons who coordinate COVID-19 workplace safety efforts at covered contractor workplaces. Contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

3. Contractor must immediately notify their COR or Contracting Officer if contract performance is jeopardized due to contractor employees being denied entry into VA Facilities.

1. For service contracts: Contractor agrees to comply with VHA Supplemental Contract Requirements for any orders issued prior to this modification when performance has already commenced.

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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 PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

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

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 15.

(End of Clause)

C.3 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 15; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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.4 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.

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[] 852.233–71, Alternate…