S01 RFQ 36C25923Q0185.docx

36C25923Q0185

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. 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. 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

666-23-2-165-0003 36C25923Q0185 01-12-2023 Jerry Danso 303-712-5761 01-24-2023

1:00 PM

MST

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X X 621910 $20 Million N/A X Department of Veterans Affairs VA Sheridan Healthcare System 1898 Fort Road Sheridan WY 82801 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 1-877-353-9791 512-460-5221 The contractor shall Provide Ambulance Services including labor, materials, insurance, licenses, and equipment to provide safe and comfortable ambulance litter/stretcher services in accordance with statement of work (SOW) All correspondence and offers must be sent to:

Jerry.danso@va.gov. Offers are due by 1pm MT on 01/24/2023.

U.S. Dept. of Labor Wage Determination # 2015-5411 , rev 19 is applicable to this acquisition and resulting contract.

All questions must be received by 1:00 PM MST on 01/18/2023 An amendment will be issued to provide response by 01/20/23 See Section C for Subcontracting Plan. Failure to complete subcontracting plan will be deemed noncompliant to the RFQ.

The FORM must be filled-out and signed by all vendors.

X X X Timothy Myers Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

B.1.1.1. CONTRACTOR: Name:

Title:

Company:

Duns Number:

Address:

Telephone:

FAX #:

E-mail address:

B.1.1.2. GOVERNMENT: Contracting Officer 36C259 Timothy Myers Email: Timothy.Myers5@va.gov Phone: 303-815-4785

Contract Specialist 36C259 Jerry Danso, jerry.danso@va.gov, 303-712-5761

B.1.1.3. GOVERNMENT: Program Office Representatives:

Email:

Phone:

Department of Veterans Affairs Sheridan VA Medical Center 1898 Fort Rd Sheridan WY 82801

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 STATEMENT OF WORK – Sheridan Ground Ambulance Services Purpose:

The purpose of this requirement is to furnish 24-hour ambulance transportation service for beneficiaries of the Sheridan Veterans Administration Health Care System (SVAHCS). The contractor shall provide all labor, materials, insurance, licenses, and equipment to provide safe and comfortable ambulance litter/stretcher services. This will involve trips to and from any location within the SVAHCS and beyond, as appropriate. Trips are generally confined to within the local area of Sheridan City limits; however, they may encompass travel to points as far away as Billings MT, or Casper, Eastern Wyoming, Campbell, Johnson Counties and beyond, as necessary. The contractor shall be ready to start on the day of award as a fully capable entity with all required equipment required ready, certified personnel trained and prepared to respond as directed by SVAHCS. Services shall be provided 24 hours per day, seven (7) days per week, 365 days per year (366 in leap years), including holidays. Service shall include transports to and from locations (i.e. clinics, ward locations, inpatient floors, intensive care unit, patient homes, hospitals, pre-approved fee basis appointments) designated by the SVAHCS Travel Office. Contractor shall assist the patient as needed to access the vehicle for transportation. This may include but is not limited to bed to stretcher or stretcher to bed transfer when necessary.

The following healthcare facilities are under the jurisdiction of Sheridan Veterans Administration Health Care System, 1898 Fort Road, Sheridan, WY 82801 and shall be included in contract:

1. Afton CBOC (Community Based Outpatient Clinic), 125 S Washington, Afton, WY 82110 Casper CBOC, 4140 S Poplar Street, Casper, WY 8260.

2. Cody CBOC, 1432 Ramsey Avenue, Cody, WY 82414. Evanston PCTOC (Primary Care Telehealth Outpatient Clinic), 1565 S Hwy 15 #E, Evanston, WY 82930.

3. Gillette CBOC, 604 Express Drive, Gillette, WY 82718

4. Riverton CBOC, 2300 Rose Lane, Riverton, WY 82501

5. Rock Springs CBOC, 1401 Gateway Blvd, Rock Springs, WY 82901

6. Worland PCTOC, 510 S 15th Street, Suite D, Worland, WY 82401

TASKING:

1. NUMBER OF PATIENTS: It is understood and agreed that only ONE patient shall be transported on a trip unless specifically authorized or requested by the SVAHCS authorized staff. If there is a request to provide transportation for more than one veteran on the same trip, the Health Information Portability and Accountability Act (HIPPA) must be taken into full consideration.

2. WAITING TIME: For time lost in waiting at either or both ends of a trip due to causes beyond the contractor’s control, the contractor will be reimbursed per quarter hour as quoted in the schedule of services/costs on page 11. If the pick-up point is other than a SVAHCS facility; the contractor shall call the Veterans Affairs (VA) Sheridan Travel Office first, (307) 675-3612 or Supervisor (307) 675-3280 during administrative hours (07:30AM through 4:30PM, Monday through Friday) or the Administrative Officer of the Day (AOD) at (307) 675-3603. This call is only for the purpose of verifying the arrival time at the pick-up point and is not necessary if the contractor anticipates no delay for which reimbursement will be claimed. The contractor’s failure to notify the Travel Office when waiting beyond the grace period shall result in non-payment for waiting time.

3. COMPLETED TRIP: When ambulance service under the terms of this contract involves pickup of a patient who is to be brought to any SVAHCS facility or to another hospital/clinic for hospitalization or treatment, the trip shall be considered complete when the patient is delivered by contractor personnel to the admitting/evaluation unit, a specified ward or unit, or to the location specified at the time the trip is requested. Handoff communication must be completed.

4. NON-PICKUP OF PATIENT: When ambulance service involves a trip to or from any SVAHCS facility, but due to unforeseen circumstances the patient is not available for pick-up, the contractor shall invoice for the trip at the rates applicable under the schedule of services/costs portion of this contract. The VA reserves the right to substitute patients in these instances to prevent the “no-load” situation.

5. NON-ARRIVAL OF PATIENT: When ambulance service involves the pick-up of a patient scheduled to arrive by air and the ambulance driver finds such patient does not arrive as scheduled, the ambulance driver shall contact the Travel Office staff or AOD and inquire as to the status of the arrival. If the contractor reported as scheduled and no patient is transported, the contractor shall invoice at the rates applicable under the schedule of services/costs of this contract.

6. RATES: Rates shall apply twenty-four hours per day seven days a week. Payment for mileage traveled outside Sheridan County will be limited to loaded miles (Patient on board).

Such mileage costs will be paid in addition to the applicable rate per trip. Trip mileage shall be determined by the latest edition of the Bing.com Maps. The contractor shall receive the base rate quoted in the schedule of services/costs. The base rate shall constitute full compensation for one-way trips which do not exceed the contracted mileage. The Contractor shall also receive reimbursement of the additional mileage at the rates applicable under the schedule of services/costs of this contract. www.bing.com

7. PAYMENT: Contractor shall submit invoices electronically using the Tungsten system.

8. ORDERS FOR SERVICES:

a. Personnel authorized by the Contracting Officer Representative (COR)/Point of Contact (POC) shall make requests for service by telephone. The government will not be held liable for services not authorized by VA personnel Travel Office Staff and AOD’s.

b. A list of authorized ordering personnel shall be made available upon award of the contract. Employees may be added or deleted from the list during the term of the contract at the discretion of the COR/POC. The contractor will be notified of such changes as they occur. If SVAHCS is unable to establish telephone contact within 20 minutes for a routine transfer, contact will be made with another service for the routine transfer.

c. If SVAHCS is unable to establish telephone contact with the contractor for Basic Life Support (BLS) service on the first attempted call, contact will be made with Sheridan Police Department Dispatch (307) 672-2413. If the contractor fails to furnish BLS ambulance service within a reasonable time, 30 minutes after receiving a request or within 30 minutes of the scheduled pick-up time, the VA reserves the right to obtain the service from another source without compensation to the contractor. Basic life support services are defined as those life support transportation services which utilize ambulances, Emergency Medical Technician - Basic, or ACLS-prepared RN, equipment, and facilities subject to the rules of the Wyoming Department of Public Health and Environment, and the Public Health division of each city and/or county in which services are provided which shall be equipped as noted.

d. All Advanced Life Support (ALS) will be communicated through 911 emergency dispatch. Advanced life support services are defined as those life support transportation services which utilize ambulances, paramedics, equipment, and facilities subject to the rules of the Wyoming Department of Public Health and Environment, and the Public Health division of each city and/or county in which services are provided. Staff must have appropriate certifications (ACLS, RRT and recent working experience in ICU or ER), which shall be documented and on file as required.

e. The Contractor shall provide qualified Advanced Cardiac Life Support (ACLS) personnel in accordance with Department of Health-Wyoming EMS Standards. https://health.wyo.gov/publichealth/ems/

9. RESPONSE TIME: Emergent/Urgent transport response time will be within the legal time constraints of Department of Health-Wyoming EMS standards. For non-emergent transport the contractor is expected to respond within 15 minutes of ability to provide service. If contractor does not provide ambulance service within 30 minutes of order, SVAHCS may contact another service without any charges incurred to SVAHCS.

10. REPORTING REQUIREMENTS: Admissions information to include the ward/unit shall be based upon direction by AOD or authorized personnel.

11. GOVERNMENT OWNED EQUIPMENT OR SUPPLIES: All government equipment, linens, etc., taken with patients shall be returned. The contractor shall provide all medications required while in transport, and other equipment and supplies required for use while in transport, for direct patient care. Contractor shall at no time and under any circumstances (except for linen) exchange supplies, equipment, and/or medications with SVAHCS.

12. RECORDS: At the option of SVAHCS, the contractor shall be required to transport records with patients from facility to facility.

13. INCIDENT REPORT: Should an incident and/or accident occur involving the welfare of a beneficiary, the contractor shall immediately notify the Travel Office Staff or the Administrative Officer (AOD) during evenings, nights, weekends, and holidays. This notification shall be made by telephone within one (1) hour of the incident. A written report of the incident shall be filed with the Mobility Manager and the Contracting Officer’s Representative by the close of next business day. Additional actions may be required by SVAHCS as more details become known.

14. PATIENT WELFARE AND ABUSE:

b. The contractor shall be held responsible for patient welfare from pick up point hand-off to destination point hand-off. Any damaged or lost wheelchairs, walkers, crutches, or personal belongings in this timeframe will be replaced by the contractor at no additional cost to the Government or beneficiary.

c. b. The contractor shall exercise extreme caution and care in the handling of patients. Any abuse of patients will be grounds for default action or Termination of the contract.

d. In the event a patient's condition worsens during transport, the Contractor shall transport the patient to the closest facility appropriate for the required care. In the event a patient should expire during transport the Contractor shall return to the nearest facility for the appropriate care.

15. JOINT COMMISSION STANDARDS: The Contractor shall perform required services in accordance with the standards of the Joint Commission, established principles and ethics of the medical profession established by the American Medical Association (AMA) and American College of Emergency Physicians (ACEP). The Contractor upon request, shall provide quality data and information related to services provided and participate in SVAHCS Performance Improvement Programs when requested to do so. Upon request, the Contractor shall also provide documentation of the competency of staff that will be providing the contracted services. The Contractor shall be responsible for ensuring contractor Emergency Medical Technicians (EMT), Paramedics, and ambulance drivers providing work on this contract are fully trained, licensed/certified, and completely competent to perform the required work. They shall also be required to maintain records that document competence/performance level of employees working on this contract. Upon request, the Contractor shall provide a current copy of the competence assessment checklist and annual performance evaluation to the Contracting Officer/COR for each contractor working on this contract. Reported quarterly of training validation

16. AMBULANCE SPECIFICATIONS:

a. Four (4) vehicles shall be required for services within the SVAHCS between the hours of 6:00 am and 8:00 pm, Monday through Friday to include all Federal Holidays.

b. After the minimum number of ambulances has been provided at one time, the contractor has an option to provide additional vehicles at the contract rate. If the contractor is unable to provide additional transportation, SVAHCS will contact a third party to obtain these services. The contractor shall not be liable for any costs associated with the third-party provider unless the contractor failed to provide the minimum required vehicles in the time required. The contractor shall not subcontract any SVAHCS patient transports.

c. Each ambulance shall have patient compartment facilities, oxygen and suction systems and environmental climatic supplies as required by Federal Specification for Ambulances, KKK-A-1822F dated August 01, 2007. All ambulances shall meet the standards of KKK-A-1822F dated August 1, 2007, and any subsequent revisions and determined by change notices as published by GSA. http://safeambulances.org/organizations/gsa/

d. Contractor shall ensure that all stretchers receive a quarterly safety inspection of all working parts including belts and straps. Contractor shall maintain records of safety inspections and shall provide copies of documentation, when requested by VA, to the SVAHCS COR/POC for vehicles used in transporting SVAHCS patients.

e. Ambulance proposed to be provided under this contract shall meet the specification enumerated in KKK-A-1822F dated August 01, 2007, including but not limited to the following for adults:

(1) IV supplies, including pumps – when required

(2) Monitors, defibrillators, mounting brackets

(3) First aid kit with band-aids, gauze, elastic bandages, sterile gauze pads, triangular bandages, cleansing wipes, tape scissors, eye pads, ammonia inhalants, sterile gloves, etc.

(4) Two-way radio or portable phone

(5) Face masks/nasal cannulae

(6) Splints

(7) Blood tubes

(8) Oxygen. Expected to be needed on 25% of orders.

f. The ambulance (emergency medical care vehicles) under the terms of this contract shall be licensed and meet the minimum vehicle requirements for basic life support as mandated by the Wyoming Department of Public Health and Department of Transportation pertaining to ambulance service.

g. Federal specifications are mandatory as minimal requirements for such vehicles, but chassis or compartment modifications are permissible when they clearly exceed the minimal specifications.

h. Each ambulance used to provide services under this contract shall be a Type I, Type II, or Type III ambulance.

i. The contractor shall only provide stretchers that have at least three functioning safety belts. SVAHCS reserves the right to refuse services from the contractor if the stretcher does not meet this minimum specification. SVAHCS will not incur any cost associated with the contractor providing inadequate or faulty equipment. All vehicles used in this contract shall:

i. Have functioning mechanisms, which ensure that all access doors are capable of being opened from the inside and remain closed and secure during travel.

ii. Have a functioning speedometer indicating speed in miles per hour and a functioning odometer correctly indicating distance in tenths of a mile.

iii. Be equipped with operational air conditioning/heating systems. If the air conditioning system becomes inoperable or is unable to maintain temperatures between 68-79 degrees Fahrenheit in the patient compartment, the vehicle must be immediately pulled from service at the termination of the current trip and shall not be used again for service under this contract until the air conditioning/heating system has been repaired.

iv. Have exterior free of grime, oil, or other substances and free from cracks, breaks, dents, and damaged paint that noticeably detracts from the overall appearance of the vehicle.

v. Be equipped with hubcaps or wheel covers and have all vehicle body molding in place, or if removed, holes must be filled and painted.

vi. Have passenger compartment that shall be clean of dirt and free from torn upholstery or floor coverings, damaged or broken seats, protruding sharp edges and vermin or insects.

vii. Have unobstructed vision on all sides.

viii. Be equipped with an operable two-way mobile radio and/or cellular telephone communication system, which affords contact with the vehicle during all hours of operation. Beepers are not an acceptable substitute.

ix. Meet all safety and mechanical standards established by State and Federal statutes and regulations.

x. Have windows and doors, which can be opened and closed in accordance with manufacturer standards.

xi. Not have leaks of any kind.

xii. Be equipped with a functioning horn.

xiii. Have operable seat belts on all seats.

xiv. Have fully charged, certified and non-expired fire extinguisher.

xv. The Contractor shall provide the COR/POC with a list of all vehicles to provide services under this contract, including vehicle identification numbers, and insurance certificates prior to initiating service. An updated list shall be provided upon request by the SVAHCS COR/POC.

17. PATIENT RIGHTS: The Contractor shall not smoke while transporting patients. Patients may bring a reasonable number of belongings such as a one personal suitcase. The Contractor shall make the final determination of what is reasonable.

18. MISCELLANEOUS:

a. At no time shall the Contractor leave vehicles on the SVAHCS premises unless a pickup or delivery is in process.

b. Contractor employees shall conduct themselves in a business-like manner at all times while on SVAHCS premises and while transporting patients.

c. When transporting patients to or from Medical facilities, the driver, acting for the

d. Contractor will ensure that the patient’s luggage, medical records, medications, and prosthetic devices are properly accounted for and delivered with the patient as required.

Contractor shall provide a Trip Report as part of the patient’s permanent record.

e. This Trip Report shall include a record of the patient’s vital signs, medications used, oxygen use, patient’s emotional attitude, and any changes in the patient’s condition.

19. HEALTH INFORMATION PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) : The Contractor shall comply with the provisions of the Privacy with the provisions of the Privacy Act of 1974, the Health Insurance Portability and Accountability Act (HIPAA) of 1996, as well as all applicable VHA regulation, which are obtainable at https://www.hhs.gov/hipaa/forprofessionals/ index.html and www.va.gov/vhapublications .

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Provide Ambulance Services including labor, materials, insurance, licenses, and equipment to provide safe and comfortable ambulance litter/stretcher services in accordance with SOW Contract Period: Base POP Begin: 02-20-2023 POP End: 02-19-2024

Provide Ambulance Services including labor, materials, insurance, licenses, and equipment to provide safe and comfortable ambulance litter/stretcher services in accordance with SOW Contract Period: Option 1 POP Begin: 02-20-2024 POP End: 02-19-2025

Provide Ambulance Services including labor, materials, insurance, licenses, and equipment to provide safe and comfortable ambulance litter/stretcher services in accordance with SOW Contract Period: Option 2 POP Begin: 02-20-2025 POP End: 02-19-2026

Provide Ambulance Services including labor, materials, insurance, licenses, and equipment to provide safe and comfortable ambulance litter/stretcher services in accordance with SOW Contract Period: Option 3 POP Begin: 02-20-2026 POP End: 02-19-2027

Provide Ambulance Services including labor, materials, insurance, licenses, and equipment to provide safe and comfortable ambulance litter/stretcher services in accordance with SOW Contract Period: Option 4 POP Begin: 02-20-2027 POP End: 02-19-2028

Page 1 of Page 1 of

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 10 days.

(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 10 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 10 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 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS (OCT 2021) (DEVIATION)

(a) Definition. As used in this clause— United States or its outlying areas means—

(1) The fifty States;

(2) The District of Columbia;

(3) The commonwealths of Puerto Rico and the Northern Mariana Islands;

(4) The territories of American Samoa, Guam, and the United States Virgin Islands; and

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this contract, for contractor or subcontractor workplace locations published by the Safer Federal Workforce Task Force (Task Force Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

(End of Clause) C.5 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.

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

[X] 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.

[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.

[] 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.6 VAAR 852.219-77 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (SEP 2021) (DEVIATION)

(a) Pursuant to 38 U.S.C. 8127(k)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101 definition), it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract, as follows:

(i) [] Services. In the case of a contract for services (except construction), the contractor will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated VIP-listed subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Other direct costs may be excluded to the extent they are not the principal purpose of the acquisition and small business concerns do not provide the service as set forth in 13 CFR 125.6.

(ii) [] General construction. In the case of a contract for general construction, the contractor will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated VIP-listed subcontractor further subcontracts will count towards the 85% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(iii) [X] Special trade construction contractors. In the case of a contract for special trade contractors, the contractor will not pay more than 75% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs…