36C25925Q0054.docx

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

36C25925Q0054 10-28-2024 Jim Lewis 303-712-5840 11-05-2024 2:00pm

MST

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

X

492210 $34 Million Net 30

N/A

36C575 Department of Veterans Affairs VA Western Colorado Health Care System Grand Junction VA Medical Center 2121 North Avenue Grand Junction CO 81501 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

36C575

Financial Service Center PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page Courier Services for the Grand Junction CO, VA Medical Center, Craig CO, Glenwood Springs CO, Montrose CO, and the Moab UT, VA Clinics in accordance with the Statement of Work (SOW).

Review the Special Standards of Responsibilities (SSRs) in sections E.1 and E.7 on pgs. 35 and 45 of this document.

Solicitation questions shall be received by:

james.lewis114fbb@va.gov no later than 2:00pm MDT 10/30/2024

Final offers must be received by:

james.lewis114fbb@va.gov no later than 2:00pm MST 11/05/2024

U.S. Department of Labor Wage Determination No.:

2015-5423 Rev26, 2015-5435 Rev25, 2015-5439 Rev24, and 2015-5497 Rev23 applies.

See CONTINUATION Page

Timothy Myers Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

(a). CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

SAM UEI: ________________________

Contracting Officer: Timothy Myers timothy.myers5@va.gov

(b). CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

(c). INVOICES: Invoices shall be submitted in arrears:

(d). GOVERNMENT INVOICE ADDRESS:

(1). All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX

(2). The contractor shall submit original invoices in proper electronic format to the Financial Services Center (FSC) through the Tungsten System. Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests. Proper electronic format means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

(A). VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

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

(i). Tungsten e-Invoice Setup Information: 1-877-489-6135 (ii). Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com (iii). FSC e-Invoice Contact Information: 1-877-353-9791 (iv). FSC e-invoice email: vafsccshd@va.gov

(e). REFERENCE NUMBERS: Please reference both the Task Order number (to be assigned) and the Obligation Number (to be assigned) on all correspondence and invoices. If contract option years are exercised, new obligation numbers will be issued and identified on the contract modification document.

(f). AUTHORIZATIONS:

(1). The Contracting Officer (CO) named in Section (a) above is responsible for the overall administration of this contract. Only the CO has the authority to make changes which affect:

(A). Contract prices, (B). Quality, (C). Quantities, or (D). Delivery terms and conditions.

(2). Contracting Officer Representatives (COR) and Alternate Contracting Officer’s Representatives (Alt-COR) may be assigned to this contract. The COR and Alt-COR shall be provided specific written delegated authority by the CO, a copy of which will be provided to the Contractor.

B.2 STATEMENT OF WORK

Statement of work for Courier Services I. General:

The Western Colorado Health Care System (WCHCS) has a requirement for Laboratory Courier Services, Local Messenger, and Local Delivery Service by contract, in accordance with all terms and conditions of this statement of work for the period of one base year plus 4 option years: December 1, 2024, through November 30, 2029.

The Contractor shall provide regularly scheduled pickups of laboratory specimens and other small medical supplies from various established locations listed below; to be delivered to and from the WCHCS, 2121 North Ave, Grand Junction, Colorado. The pickups and deliveries will be Monday through Friday. There will be no pickups or deliveries on the following federal holidays:

· New Year’s Day

· Martin Luther King Day

· President’s Day

· Memorial Day

· Juneteenth

· Independence Day

· Labor Day

· Columbus Day

· Veterans Day

· Thanksgiving Day

· Christmas Day

II. Routine, Scheduled Services:

The Contractor shall furnish all labor, tools, materials, equipment, and supervision (except as specified) necessary to provide daily, same-day courier services to pick up laboratory specimens from the following Primary Care Telehealth Outreach Clinics:

1. Centennial Mall, Suite 116, 111 West Victory Way, Craig, CO 81625 phone: 970-824-6721

2. 2425 S. Grand Avenue, Glenwood Springs, CO 81601 phone: 970-945-1007

3. 702 S. Main St, Suite 5B, Moab, UT 84532 phone: 435-719-4144

4. 154 Colorado Ave, Montrose, CO 81401 phone: 970-249-7791 NOTE: Some samples may contain dry ice, frozen packs, and biohazard specimens for laboratory testing packaged and labeled in accordance with DOT/OSHA standards

1. In addition to laboratory specimens, the Contractor shall transport other cargo to the delivery drop-off location. The delivery drop-off for all laboratory specimens is The Western Colorado Health Care System (WCHCS), 2121 North Ave, Grand Junction, CO 81501, Building One, second floor, Lab, room 2212. Cargo will be picked up from and delivered to Building 1, 4th floor, room 4210, Distribution.

Cargo: Items to be transported will include but not limited to:

· Envelopes,

· Small boxes containing mail.

· Supplies

· Durable Medical Equipment (e.g. wheelchairs, braces, etc.) not to exceed 50 pounds.

· Packaged laboratory specimens

· Laboratory containers (Empty and Packed (partial to full)

2. Next day Deliveries: At a minimum, at the drop-off location [Western Colorado Health Care System (WCHCS), 2121 North Ave, Grand Junction CO 81501, Building 1, 2nd floor, Lab, room 2212, the Contractor shall pick up empty laboratory containers and deliver one to the respective Primary Care Telehealth Outreach Clinics listed above, no later than the time of the pickup of the daily laboratory specimens.

III. STAT and Local Services: Must be available 24 hours/day, 7 days/week, 52 weeks/year with a response time of 30 minutes. Estimated 3000 trips/year. Due to the urgency of pickups and deliveries, the courier service should be located within the Grand Junction, CO area.

1. Types of pickups are as follows:

a. St. Mary’s Regional Hospital, 2635 N 7th St, Grand Junction, CO

· Blood products (estimated 5/year)

· Laboratory specimens (estimated 80/year)

· Pick up or deliver loaned medications from/or to pharmacy.

· Prosthetic equipment delivery to/from local prosthetic vendor (additional locations: Hangar Prosthetics & Orthotics, 3150 B 12th St, Grand Junction, CO; and/or Grand Mesa Medical, 1708 North Ave, Grand Junction, CO)

· Pickup and deliver reports (to St. Mary's and local doctor's offices).

b. Community Hospital, 2351 G. Rd, Grand Junction, CO

· Fresh sections (estimated 10 per year)

· Fresh sections will be in protected containers.

· Laboratory specimens (estimated 10/year)

c. Other

· Pickup and delivery of instruments to/from hospitals/clinics. (approx. weight 10-60 lbs.)

· Pick up and deliver reports to local doctor’s offices and Gastroenterology, 1035 Wellington, Grand Junction, CO

· Pickup and deliver library media to and from Mesa County Public Library. 530 Grand, Grand Junction, CO

· Pickup patient records from the Retina Center, 2478 F Road, Suite 7, Grand Junction, CO 81505

· Transport Legal Documents to court (Mesa County Court).

· Deliver Cold- Pack Medications to local housebound patients.

· Pickup and Deliver eyeglasses from Eyeglass Services.

IV. Contractor Responsibilities:

1. The Service Contract Act (SCA) applies to this requirement and the appropriate SCA Wage Determination is attached. All applicable employees performing under this contract shall be paid in accordance with SCA.

2. Transportation

a. Contractor shall be a courier company licensed for interstate transport of bio-hazardous medical specimens and materials and carry a minimum of $500,000 liability insurance.

b. This contract requires no special logos on the vehicles; however, the Contractor shall display appropriate logos when and where it is required by applicable state laws.

c. The Contractor shall provide all vehicles and courier drivers needed to perform this effort. Each vehicle shall be adequately stocked with at least one up-to-date complete “SPILL KIT”, MFR part no: 553001 or equivalent, for a bio-hazard cleanup in case of leakage or accidental discharge.

d. The Contractor shall maintain vehicle insurance and current registration throughout the term of the contract.

e. Each vehicle should be of sufficient size to carry a minimum of four 2’x2’x2’ boxes or coolers and meet all state and local safety requirements.

f. Contractor shall ensure the confidentiality of all patient information and records being transported and will be held liable in the event of a breach of confidentiality. The Contractor shall comply with the provisions of Federal Privacy Act of 1974 (Public Law 93-579).

3. Couriers

a. Each driver transporting specimens under this contract must be neat, clean, have a professional appearance, and carry/display identification at all times. Each driver must not be under the influence of alcohol or drugs and must follow all applicable state posted traffic signs and other traffic regulations.

b. All courier drivers transporting specimens under this contract shall possess a valid driver’s license.

c. When transporting specimens under this contract, the courier drivers must have in their possession a means for two-way communications while enroute between destinations (i.e., two-way radios, cell phones, or pagers) for communication purposes.

d. The cargo may contain bio-hazardous medical materials. The Contractor shall certify and provide written documentation that all individuals involved in transporting clinical specimens are trained, tested, and experienced in handling Category A and Category B infectious substances as specified in the training requirements of 49 CFR Part 172, Subpart

e. The Contractor shall certify and provide written documentation that all individuals involved in transporting clinical specimens are trained in the compliance of the Health Insurance portability and Accountability Act of 1996 (HIPAA).

f. The Contractor shall maintain proper temperature in vehicles to preserve medical supplies and specimens. Vehicles shall not be left in extreme heat or cold while specimens are being transported. Dry ice is most often used to transport certain specimens and is not expected on a routine basis.

V. Pickup/delivery schedule:

1. Pick up at Primary Care Telehealth Outreach Clinics are to be made daily no later than 3:00 P.M. MST but no earlier than 2:00 P.M. MST on regular business days (Monday thru Friday) and delivered to the WCHCS before approximately 7:00 P.M. MST on the same day.

2. WCHCS, 4th floor, room 4210, Distribution, will be the centralized location for pickup and delivery of cargo.

3. Intra-transport of cargo between Primary Care Telehealth Outreach Clinics is not contemplated under this contract.

4. The Contractor shall give prior notification to each clinic at the phone numbers indicated above if the scheduled pick-up time cannot be met for any reason.

Points of Contact: (will be addressed at time of award)

1. Any delays in deliveries shall be reported to Clinic Point of Contact

Limitations:

1. The drivers shall not transport illegal or controlled substances.

2. If a driver is involved in an accident or has mechanical problems, while enroute between pick-up and/or drop-off destinations, he/she must immediately notify the “Contractor” of the incident immediately. In turn, the Contractor shall notify the applicable Clinics’ POCs and WCHCS with his/her alternate plan(s) for remaining pick-ups, if any, and delivering of the items in transport. All deliveries, to WCHCS, must be made the same business day, any delays that result in next day delivery or pick up are not acceptable.

3. The Contractor shall insure that unattended vehicles enroute are secure when transporting cargo (i.e.., turned off and locked) and that all specimens/cargo are secured with no patient information visible.

4. The driver must contact the Clinic and/or WCHCS immediately if pick up or delivery is delayed for any reason.

5. The contractor will be legally and financially responsible for any breach of confidentiality.

The Clinics shall:

1. Package and label specimens in accordance with DOT/OSHA standards.

2. Place medical records in envelope and mark confidential.

3. Have items ready for pick up by 2:00 P.M. MST, Monday thru Friday, unless otherwise indicated.

The WCHCS shall:

1. Place medical records in envelope and mark confidential.

2. Have empty Laboratory containers (at a minimum) ready for pick up.

3. Accept deliveries at the WCHCS Bldg. 1, Lab, second floor, room 2212, after 4:00 P.M. MST.

Billing

1. The Contractor must have their tax identification number on file with the U.S. Department of Treasury to receive payment for a submitted claim. The contractor can submit a W-9, Request for Taxpayer Identification Number and Certification to the VA Financial Service Center. The completed W-9 is faxed to (512)460-5221. This is a one-time submission.

2. The Contractor must submit a Standard Form (SF) 3881, ACH Vendor/Miscellaneous Payment Enrollment Form. This authorization allows for funds to be deposited in the appropriate account electronically. This is a onetime submission unless accounts are changed. The completed SF 3881 is faxed to (512)460-5221.

3. The Contractor will remit consolidated invoices for procedures conducted at WCHCS to the Contracting Officer Representative (COR) by a HIPAA-compliant method. The invoice will be in a spreadsheet form with the following information required: Date, patient’s full name, CPT code, quantity, and cost. The invoice must include a section containing the same information for items remitted to the Authorization and Payment Center.

4. The COR will verify documentation is complete prior to authorizing payment. If documentation is incomplete, the contractor must fax the missing documentation to the COR. Payment will not be authorized until documentation is received. Upon verification of documentation, the Contractor may submit payment to the Financial Services Center.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Daily (Monday - Friday) Courier Services pick-up and delivery for the Grand Junction VA Medical Center (GJVAMC) to the Craig, CO, Glenwood Springs, CO, Montrose, CO and Moab, UT VA Outpatient Clinics; round trips in accordance with the Statement of Work (SOW).

Contract Period: Base POP Begin: 12-01-2024 POP End: 11-30-2025 PRINCIPAL NAICS CODE: 492210 - Local Messengers and Local Delivery PRODUCT/SERVICE CODE: R602 - Support - Administrative: Courier/Messenger

As needed Courier Services pick-up and delivery for the Grand Junction VA Medical Center (GJVAMC) within the Grand Junction, CO area; round trips in accordance with the Statement of Work (SOW).

POP Begin: 12-01-2024 POP End: 11-30-2025

First fifteen (15) minutes of wait time.

POP Begin: 12-01-2024 POP End: 11-30-2025

Second fifteen (15) minutes of wait time.

POP Begin: 12-01-2024 POP End: 11-30-2025

Third fifteen (15) minutes of wait time.

POP Begin: 12-01-2024 POP End: 11-30-2025

Fourth fifteen (15) minutes of wait time.

POP Begin: 12-01-2024 POP End: 11-30-2025

BASE YEAR TOTAL

Daily (Monday - Friday) Courier Services pick-up and delivery for the Grand Junction VA Medical Center (GJVAMC) to the Craig, CO, Glenwood Springs, CO, Montrose, CO and Moab, UT VA Outpatient Clinics; round trips in accordance with the Statement of Work (SOW).

Contract Period: Option 1 POP Begin: 12-01-2025 POP End: 11-30-2026

As needed Courier Services pick-up and delivery for the Grand Junction VA Medical Center (GJVAMC) within the Grand Junction, CO area; round trips in accordance with the Statement of Work (SOW).

POP Begin: 12-01-2025 POP End: 11-30-2026

First fifteen (15) minutes of wait time.

POP Begin: 12-01-2025 POP End: 11-30-2026

Second fifteen (15) minutes of wait time.

POP Begin: 12-01-2025 POP End: 11-30-2026

Third fifteen (15) minutes of wait time.

POP Begin: 12-01-2025 POP End: 11-30-2026

Fourth fifteen (15) minutes of wait time.

POP Begin: 12-01-2025 POP End: 11-30-2026

OPTION YEAR

1 TOTAL

Daily (Monday - Friday) Courier Services pick-up and delivery for the Grand Junction VA Medical Center (GJVAMC) to the Craig, CO, Glenwood Springs, CO, Montrose, CO and Moab, UT VA Outpatient Clinics; round trips in accordance with the Statement of Work (SOW).

Contract Period: Option 2 POP Begin: 12-01-2026 POP End: 11-30-2027

As needed Courier Services pick-up and delivery for the Grand Junction VA Medical Center (GJVAMC) within the Grand Junction, CO area; round trips in accordance with the Statement of Work (SOW).

POP Begin: 12-01-2026 POP End: 11-30-2027

First fifteen (15) minutes of wait time.

POP Begin: 12-01-2026 POP End: 11-30-2027

Second fifteen (15) minutes of wait time.

POP Begin: 12-01-2026 POP End: 11-30-2027

Third fifteen (15) minutes of wait time.

POP Begin: 12-01-2026 POP End: 11-30-2027

Fourth fifteen (15) minutes of wait time.

POP Begin: 12-01-2026 POP End: 11-30-2027

OPTION YEAR

2 TOTAL

Daily (Monday - Friday) Courier Services pick-up and delivery for the Grand Junction VA Medical Center (GJVAMC) to the Craig, CO, Glenwood Springs, CO, Montrose, CO and Moab, UT VA Outpatient Clinics; round trips in accordance with the Statement of Work (SOW).

Contract Period: Option 3 POP Begin: 12-01-2027 POP End: 11-30-2028

As needed Courier Services pick-up and delivery for the Grand Junction VA Medical Center (GJVAMC) within the Grand Junction, CO area; round trips in accordance with the Statement of Work (SOW).

POP Begin: 12-01-2027 POP End: 11-30-2028

First fifteen (15) minutes of wait time.

POP Begin: 12-01-2027 POP End: 11-30-2028

Second fifteen (15) minutes of wait time.

POP Begin: 12-01-2027 POP End: 11-30-2028

Third fifteen (15) minutes of wait time.

POP Begin: 12-01-2027 POP End: 11-30-2028

Fourth fifteen (15) minutes of wait time.

POP Begin: 12-01-2027 POP End: 11-30-2028

OPTION YEAR

3 TOTAL

Daily (Monday - Friday) Courier Services pick-up and delivery for the Grand Junction VA Medical Center (GJVAMC) to the Craig, CO, Glenwood Springs, CO, Montrose, CO and Moab, UT VA Outpatient Clinics; round trips in accordance with the Statement of Work (SOW).

Contract Period: Option 4 POP Begin: 12-01-2028 POP End: 11-30-2029

As needed Courier Services pick-up and delivery for the Grand Junction VA Medical Center (GJVAMC) within the Grand Junction, CO area; round trips in accordance with the Statement of Work (SOW).

POP Begin: 12-01-2028 POP End: 11-30-2029

First fifteen (15) minutes of wait time.

POP Begin: 12-01-2028 POP End: 11-30-2029

Second fifteen (15) minutes of wait time.

POP Begin: 12-01-2028 POP End: 11-30-2029

Third fifteen (15) minutes of wait time.

POP Begin: 12-01-2028 POP End: 11-30-2029

Fourth fifteen (15) minutes of wait time.

POP Begin: 12-01-2028 POP End: 11-30-2029

OPTION YEAR

4 TOTAL

GRAND TOTAL

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 2023)

(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; 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 30 days of the contract expiration date. The specified rates under this clause will be those rates in effect under the contract each time an option is exercised under this clause.

(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 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.4 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.5 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.6 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.7 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

(End of Addendum to 52.212-4)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

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

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

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L.