36C25923Q0360.docx

36C25923Q0360

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

36C259-23-AP-1638

36C25923Q0360 04-05-2023 Joycellyn Williams 405-456-2356 04-15-2023 16:00

CDT

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village

CO

80111 X X 492110 1500 Employees N/A X

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village

CO

80111

Financial Service Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page Lab Courier Services for Oklahoma City VA Medical Center and surrounding Commun.ity Outpatient Based Clinics (CBOCs) The offeror in block 17a certifies it remains a small business for the standard set for this procurement and it has status as a SDVOSB concern, recognized as valid by the SBA Veteran Small Business Certification (VetCert) database.

Instructions to Offerors:

1. Price: Fill out "Price/Cost Schedule" in its entirety.

2. Limitations of Subcontracting information: Offerors must identify each Subcontractor IAW VAAR 852.219-77Y.

3, Past Performance: CPARS will be obtained by the Contracting Officer.

See CONTINUATION Page X Jeffery Farley 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

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

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

STATEMENT OF WORK

Courier Services for Oklahoma VA Health Care System

1. COURIER SERVICES: The Department of Veterans Affairs, Oklahoma City VA Health Care System (OKC VAHCS), 921 N.E. 13th, Oklahoma City, Oklahoma, is performing Market Research for the procurement of Courier Services between the OKC VAHCS and the following Community Based Outpatient Clinics (CBOC’s):

Ada VA Clinic 717 Better Now Plaza Ada, OK 74820-2279 Altus VA Clinic 1604 North Main Altus, OK 73521-2145 Ardmore VA Clinic 1235 12th Avenue Northwest Ardmore, OK 73401-1850 Blackwell VA Clinic 1009 West Ferguson Avenue Blackwell, OK 74631-5602 Clinton VA Clinic 315 West Gary Boulevard Clinton, OK 73601-2835 Enid VA Clinic 401 South 3rd Street Enid, OK 73701-5737 Fourteenth Street VA Clinic 1301 Northeast Fourteenth Street Oklahoma City, OK 73117-2018 Lawton North VA Clinic 2640 Miner Road, Suite 2640 Fort Sill, OK 73503-4437 Lawton VA Clinic 4303 Pitman Street, Building 4303 Fort Sill, OK 73503-4473 Norman VA Clinic 1020 24th Avenue Northwest Norman, OK 73069-6341 North May VA Clinic 2915 Pine Ridge Road Oklahoma City, OK 73120-6111 North OKC VA Clinic 14400 Bogert Pkwy, Oklahoma City, OK 73134 Shawnee VA Clinic 3700 N Kickapoo Ave.

Shawnee, OK 74804 South Oklahoma City VA Clinic 7919 Mid-America Boulevard, Suite 250 and Third Floor Oklahoma City, OK 73135-6610 Stillwater VA Clinic 320 North Perkins Road Stillwater, OK 74075-5513 Tinker VA Clinic 7050 Air Depot, 72nd Medical Group, Suite 1094 Tinker AFB, OK 73145-8716 Wichita Falls VA Clinic 2600 Central Freeway, Suite 180 Wichita Falls, TX 76306-2850 Yukon VA Clinic 1808 Commons Circle Yukon, OK 73099-9518

The Contractor shall provide regularly scheduled pickups and deliveries of various items, as identified in this Statement of Work, between the OKC VAHCS and Community Based Outpatient Clinics listed above.

2. ITEMS TO BE TRANSPORTED include:

a. Sterile Supplies.

b. Laboratory specimens included, but not limited to: blood, urine, body fluids, biopsies, and viral cultures.

c. Interoffice Mail.

d. Basic office supplies: paper, files, pencils, paperclips, etc.

e. Basic clinical supplies: linens, gauze, tape, etc.

f. Equipment that does not exceed 75 lbs. Small oxygen tanks “E” type.

g. Pharmacy Prescriptions

3. DELIVERY SCHEDULE: Pick up supplies from a designated area at the OKC VAHCS dock by 11:00 am and deliver to various CBOC’s by timeframe specified by those locations. Pick up supplies and specimens from various CBOC’s and deliver the supplies back to the designated area at the OKC VAHCS by 4:00 pm. Specimens must be handed to a laboratory employee. Deliver the specimens to Pathology & Laboratory Medicine Service, 4th floor, Drawing Area. No service required on Federal holidays and weekends.

Pickups will also be made on the day before a Federal Holiday (New Year’s Day, July 4th, Veteran’s Day, Thanksgiving Day, Christmas Day) unless the holiday is on a Monday. These pickups shall be between 4:00-4:30pm and delivered to OKC VAHCS Lab no later than 6:30pm same day.

List of Locations and number of daily pickups Monday through Friday per location:

4. PACKAGING FOR DELIVERY:

a. Sterile Supplies and basic clinical supplies will be properly packaged by the VA personnel for transport and will be placed in plastic distribution boxes that shall be locked by VA SPD personnel prior to pick up. Protective Packaging will be provided by the VA as necessary.

The VA will be responsible for preparing an inventory sheet listing all items in the distribution boxes. There shall be no tampering with the distribution boxes. The responsible person will account for and sign the inventory sheet.

The Contractor shall ensure that transportation vehicle is clean at all times and free of any soiled items on board that could cause contamination of sterile instruments (i.e. prevent boxes from becoming wet, no puncture holes or openings in the outer layer of the packaging).

Contractor shall take special care in transporting sterile supplies and handle each distribution box with care, as the supplies are fragile. Contractor’s vehicle shall be of sufficient size to accommodate the size and weights of the distribution boxes and have racks to secure oxygen bottles. To prevent excess jarring of instruments and distribution boxes from sliding around in the vehicle, the Contractor shall provide adequate padding while in transport to maintain stability of the distribution boxes. Contractor shall provide a smoke free vehicle.

b. Laboratory specimens will be packaged and marked by VA personnel in sealed containers/bags and separated into three temperature increments, room air, chilled, and frozen. Protective packaging will be provided by VAMC as necessary.

All specimens must be transported in accordance with all Department of Transportation and OSHA Codes of Federal Regulations (CFR) 29 and 49.

5. TEMPRATURE REQUIREMENTS FOR SPECIMENS: Contractor shall maintain proper temperature in vehicles and shall provide shipping containers to preserve specimens. Contractor shall provide insulated transport carriers that shall maintain the required temperatures to be used for pickup and delivery of specimens. Contractor will provide a daily temperature log and note the temperature at time of pickup and again at time of delivery.

a. Room temperature specimens shall be maintained between 20 and 24 degrees Centigrade.

b. Chilled/Refrigeration temperature specimens shall be maintained between 2 and 8 degrees Centigrade.

c. Frozen temperature specimens shall be maintained at less than 0 degrees Centigrade.

6. CONTRACTOR’S DUTIES AND RESPONSIBILITIES: Contractor must be a courier company with a state license and carry a minimum of $1,000,000.00 liability insurance. All couriers transporting specimens under this contract must be bonded and carry cellular phones and pagers for communications purposes.

Any delays in the pickup/delivery of specimens to the laboratory must be reported to:

VA Medical Center Pathology Department at Oklahoma City VA Health Care System, Oklahoma City,

a. The Contractor shall provide all courier services with a company vehicle and uniformed driver(s) to transport items identified herein. Items transported may have Personally Identifiable Information (PII), e.g. full names, addresses, etc., and/or Protected Health Information (PHI), e.g.

medical test information, test results, etc. All such information will be secured in locked containers prior to pickup by the courier. The courier shall insure that this information is kept in the sealed containers throughout transport and must immediately notify the Contracting Officer if any PII or PHI is compromised or revealed to them or any other person in the performance of their duties. The Contractor shall ensure the confidentiality of all patient information being transported and may be held liable in the event of breach of confidentiality.

b. The Contractor shall provide the Contracting Officer with their proposal, hazardous material license number, certificate of training of couriers (employees), Valid State Driver license for drivers, vehicle insurance, and registration.

c. Vehicle Insurance: Before award of contract, the Contractor shall furnish to the Contracting Officer a certificate of insurance which shall contain an endorsement to the effect that cancellation of, or any material change in the policies which adversely affect the interests of the Government in such insurance shall not be effective unless 30 day written notice of cancellation or change is furnished to the Contracting Officer.

d. Workmen’s Compensation: The Act of June 25, 1936, Stat. 1938 (40 U.S.C. 290), The Contractor agrees to procure and maintain while the contract is in effect, Workmen’s Compensation and Employers Public Liability Insurance. The policy shall provide coverage for Public Liability limits of not less than the statutory limitations for any one accident, and at least meet the statutory limitations if more than one person is involved.

e. Training: Contractor’s couriers transporting lab specimens must be trained in “Universal Precautions” in the handling of biohazard materials (specimens). Training must include using clinical procedures in case of biohazard spills and accidents. Drivers must also be trained in accordance with Oklahoma City VA Sterile Processing Service Standard Operating Procedures “IAP-106 Transport Driver Training”, from our Sterile Processing Service Chief, Deidrea Reisman. Per facility policy, anyone who will be transporting RME is required to have the training included in the attachment:

f. Driver: All drivers must maintain a valid driver’s license for the type of vehicle operated as required by the State of Oklahoma. Drivers are required to carry a valid picture driver’s license, valid vehicle registration and valid proof of insurance at all times while performing under this contract. A record of each driver as to character and physical capabilities of performing the duties as a courier must be maintained and made available to the Contracting Officer for inspection upon request.

g. The Contractor personnel performing services to the Government must be able to read, write, speak, and understand English. The name of this person, and an alternate, or alternates, who shall act for the Contractor when the manager is absent, shall be designated in writing to the Contracting Officer.

An updated listing will be provided as changes in personnel occur.

h. The Contractor’s personnel performing services to the Government shall, at all times, conduct themselves in a professional manner, present a neat appearance and be easily recognized as a contract employee by wearing identification badges with the company name, and employee name affixed to the uniform. The company employee identification badge shall be worn in clear view above the waist, at all times, while on the premises of any Federal property.

i. Contractor’s vehicle shall have the company name/logo prominently displayed.

j. Parking: It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking at the VA is available from the VA Police. There will be no validation or reimbursement for parking violations of the Contractor under any conditions.

k. Restrictions: All Federal properties have implemented a smoke free environment policy.

Authorized smoking areas are outdoors and more than 50 feet from any entrance. Smoking is prohibited inside any building. No alcoholic beverages or drugs are allowed on any of the installations mentioned in this solicitation. Possession of weapons is prohibited. Enclosed containers may be subject to search.

Violations of Federal regulations may result in citation answerable in the United States (Federal) District Court, no a local district, state or municipal court. The speed limit on VA property is 15 miles per hour.

Citations for violations on VA property of speed limits, parking violations and other infractions will be issued by the VA police. These infractions are federal offenses, which must be handled in a Federal District Court. No employee of the Government can assist any Contractor employee with the citation.

l. Drivers are required to notify the Contracting Officer’s Representative (COR) of any unusual events that impede delivery as required by the contract (i.e. weather). A written report of the event will be delivered to the COR by close of business the next work day.

m. The Contractor shall direct all questions and problems regarding this contract to the Contracting Officer. The Contracting officer is the sole authority to amend the terms and conditions of this requirement. All changes will be issued via amendment and/or modifications in writing from the Contracting Officer to the Contractor.

n. The CONTRACTING OFFICER SHALL BE NOTIFIED within two (2) hours, via phone and confirmed via facsimile of Contractor’s knowledge of any conditions which may adversely affect the Contractor’s ability to perform under the terms and conditions as stated in the specifications of this requirement.

o. Should delivered or picked up items be lost, broken, or stolen, the Contractor shall be required to submit a written report to the Contracting officer within twenty-four (24) HOURS EXPLAINING THE CIRCUMSTANCES. Failure to provide the report within the specific timeframe will cause further review by the Government to determine if the infraction warrants suspension/termination of the contract.

p. The Contractor shall be required to maintain a record and log of courier pickups and deliveries, indicating time and date of pickups, number of specimens from each location, along with signatures.

q. The Government reserves the right to restrict any Contractor employee from performing services under this contract who do not meet the required qualifications, or who violates Federal regulations or are identified as a potential threat to the security, safety, health and/or operational mission of the VA and its veteran population. The restriction of such Contractor personnel shall not relieve the Contractor from performing all the required services in accordance with all terms, conditions and schedules contained herein.

r. The Contractor shall provide the description of the vehicle(s) which will be used under this contract in their offer.

7. QUALITY CONTROL: The Contractor shall develop and maintain a quality control program that ensures courier services are performed in accordance with these specifications. The Contractor shall develop and implement procedures to track, identify, prevent, remedy, and ensure non-recurrence of defective services. The Contractor shall provide a method to accept and resolve customer complaints and notify the customer of the resolution.

The Contractor shall immediately notify the Contracting Officer upon receipt of a customer complaint so joint validation may be accomplished. The Contractor is responsible for quality control and specification compliance.

8. QUALITY ASSURANCE: The Government will evaluate the Contractor’s performance using customer complaint, periodic on-site inspection, and may at the Government’s discretion, inspect each task to incur conformance and acceptance prior to payment.

9. EVIDENCE OF RESPONSIBILITY: Offerors must submit with their proposal the following:

1. Proof of Insurance

2. Hazardous Material License

3. Proof of Bonded Successful Offerors must meet all requirements of federal, state, or city codes and licenses regarding operations of this type of service.

a. The Government reserves the right to thoroughly inspect and investigate the Contractor’s vehicles, facilities, business reputation, and other qualifications of any Offeror and to reject any offer irrespective of price if it shall be administratively determined lacking in any of the essentials necessary to assure acceptable standard of performance.

10. ADMINISTRATIVE MATTERS – DEFINITIONS

a. CONTRACTING OFFICER: The Contracting Officer is the only person authorized to approve changes or modify any of the requirements under the resultant contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitments or issue changes which will affect price, quantity, quality or performance of the resultant contract.

b. CONTRACTING OFFICER’S REPRESENTATIVE (COR): a VA official who will provide the daily administration and coordination of the contract. Any technical questions pertaining to the resultant contract should be directed to the COR as delegated by the Contracting Officer (refer to 36C25918D0262 Delegation of Authority Memo issued after award). The COR duties and limited responsibilities are detailed in the Delegation of Authority, which the Contractor is advised to read.

c. In the event the Contractor affects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment to the contract price will be made to cover the increase in cost incurred as a result thereof.

11. SECURITY

a. Background Investigation The position sensitivity impact for this effort has been designated as LIMITED Risk and the level of background investigation is SAC.

b. Contractor Responsibilities

1. The contractor shall bear the expense of obtaining background investigations.

If the investigation is conducted by the Office of Personnel Management (OPM) through the VA, the contractor shall reimburse the VA within 30 days of transfer to OPM.

2. Background investigations from investigating agencies other than OPM are permitted if the agencies possess an OPM and Defense Security Service certification. The Vendor Cage Code number must be provided to the Security and Investigations Center (07C), which will verify the information and advise the contracting officer whether access to the computer systems can be authorized.

3. The contractor shall prescreen all personnel requiring access to the computer systems to ensure they maintain a U.S. citizenship and are able to read, write, speak and understand the English language.

4. After contract award and prior to contract performance, the contractor shall provide the following information to the CO:

(1) List of names of contractor personnel.

(2) Social Security Number, Date of Birth, Place of Birth and e-mail of contractor personnel.

(3) Home address of contractor personnel or the contractor's address, Point of Contact, e-mail and telephone.

5. The contractor, when notified of an unfavorable determination by the Government, shall withdraw the employee from consideration from working under the contract.

6. Failure to comply with the contractor personnel security requirements may result in termination of the contract for default.

7. Further, the contractor will be responsible for the actions of all individuals provided to work for the VA under this contract. In the event that damages arise from work performed by contractor provided personnel, under the auspices of this contract, the contractor will be responsible for all resources necessary to remedy the incident.”

c. Government Responsibilities

1. The VA Security and Investigations Center (07C) will provide the necessary forms to the contractor or to the contractor's employees after receiving a list of names and addresses.

2. Upon receipt, the VA Security and Investigations Center (07C) will review the completed forms for accuracy and forward the forms to OPM to conduct the background investigation.

3. The VA facility will pay for investigations conducted by the OPM in advance.

In these instances, the contractor will reimburse the VA facility within 30 days of transfer to

OPM.

4. The VA Security and Investigations Center (07C) will notify the contracting officer and contractor after adjudicating the results of the background investigations received from OPM.

5. The contracting officer will ensure that the contractor provides evidence that investigations have been completed or are in the process of being requested.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Base Year Contract Period: Base POP Begin:

POP End:

Option Year 1 Contract Period: Option 1

Option Year 2 Contract Period: Option 2

Option Year 3 Contract Period: Option 3

Option Year 4 Contract Period: Option 4

B.4 DELIVERY SCHEDULE

1.00

1.00

1.00

1.00

1.00

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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. 4701 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 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from through .

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than , the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of ;

(2) Any order for a combination of items in excess of ; or

(3) A series of orders from the same ordering office within days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after .

(End of Clause)

C.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

C.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

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

(End of Clause)

C.7 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

(End of Clause) C.8 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA…