36C26021Q0467.docx

36C26021Q0467

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C26021Q0467

JAMES HARRIS

3605537618 04-19-2021 16:00

PDT

36C260 Department of Veterans Affairs Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver

WA

98662 X X 492110 1500 Employees N/A X 36C648 Department of Veterans Affairs WALLA WALLA VA Medical Center

77 WAINWRIGHT DRIVE

WALLA WALLA

WA

99362 36C260 Department of Veterans Affairs Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver

WA

98662

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center

PO BOX 149971

Austin

TX

78714-9971 See CONTINUATION Page

a. VENDOR SHALL PROVIDE COURIER SERVICES FOR THE WALLA WALLA

VAMC AND ALL OF ITS CLINICS AND CBOCS WITHIN ITS CATCHMENT

AREA IN ACCORDANCE WITH THE STATEMENT OF WORK.

PERIOD OF PERFORMANCE IS: 05/01/2021 TO 04/30/2026.

GUARANTEED MINIMUM FOR THIS CONTRACT WILL BE FULFILLED

DURING THE FIRST DELIVERY ORDER PLACED UNDER THIS CONTRACT

IN ACCORDANCE WITH FAR 16.504(a)(1) AND FAR 16.504(a)(2).

GUARANTEED MINIMUM AMOUNT SHALL BE $500.00

THIS IS A FIVE YEAR INDEFINITE DELIVERY INDEFINATE QUANTITY

CONTRACT.

SUBMIT ALL RESPONSES TO THE SOLICITATION VIA EMAIL TO JAMES

HARRIS @ JAMES.HARRIS13@VA.GOV. DEADLINE FOR QUESTIONS IS

4PM PST ON 4/14/21.

See CONTINUATION Page X X

ONE

Ross Byrne 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: TBD

b. GOVERNMENT: Contracting Officer 36C260

Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver WA 98662

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center

PO BOX 149971

Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 STATEMENT OF WORK

I. Richland and Yakima, Washington & Boardman, Oregon

1. Provide the necessary courier services to transport Laboratory Specimens, contaminated and clean supplies, office supplies, prosthetics, mail and Pharmaceuticals (non-narcotic) to and from Community Based Outpatient Clinics (CBOC) in Yakima and Richland, Washington and the Telehealth Clinic in Boardman, Oregon to Jonathan M. Wainwright Memorial Veterans Affairs Medical Center Pathology and Laboratory Service (Bldg. 143) and to the Warehouse (Bldg. 81).

2. The proposal must include cost for pick-up and delivery of laboratory specimens, contaminated and clean supplies, office supplies, prosthetics, mail and pharmaceuticals (non-narcotic).

3. The contractor shall be responsible for the following:

a. Pick-up of laboratory specimens, contaminated and clean supplies, office supplies, prosthetics, mail and pharmaceuticals (non-narcotic) from Yakima VA clinic (717 Fruitvale Blvd., Yakima, WA) and Richland VA clinic (625 Jadwin Avenue, Suite 250, Richland, WA) and Boardman Telehealth Clinic (2 Marine Dr., Boardman, Oregon 97818). Those items will then be delivered to Jonathan M. Wainwright Memorial Veterans Affairs Medical Center (Walla Walla VA) Laboratory and Pharmacy in the Outpatient building (Building 143) and/or Warehouse (Building 81). Daily (M-F) delivery of items to the Yakima and Richland is a requirement of this contract. Boardman Clinic will be restricted to as-needed deliveries and pick-up of Laboratory specimens and items. The Boardman Clinic deliveries/pick-ups are estimated to be no more than 8 occurrences per month.

b. Specimen pick-up schedule is Monday thru Friday excluding Federal Holidays and on cancellation of either Yakima or Richland Clinics with advanced notice. Boardman Clinic will be on call, as necessary, anticipated to be no more than 8 times per month. This may be subject to change if additional scheduled services are required.

c. Items to be picked up for delivery to the Yakima, Richland and Boardman Clinics will be at the Warehouse (Building 81) or the Pharmacy in the Outpatient Building (Building 143). Pick up no earlier than 9:30 AM.

d. Pick-up times would be between the hours of 10:00AM to 11:00AM at the Yakima VA Clinic.

e. Pick-up times at the Richland VA clinic would be between 11:30AM and 12:30PM.

f. Delivery time to the Walla Walla VA Laboratory would be no later than 2:00 PM.

g. Pick up or delivery of supplies/items for the return trip would be no later than 2:30PM from the Warehouse (Building 81) at the Walla Walla VA.

h. Specimens shall be transported in conditions required to preserve specimen integrity. Accommodations must be made to transport Room Temperature, Refrigerated Temperature and Frozen specimens. Specimens must arrive in optimal conditions to ensure specimen viability and integrity.

i. Frozen Specimens must be transported on Dry Ice or VA supplied reusable dry ice alternative gel packs.

j. VA Walla Walla will provide a courier cooler/transport for the driver to use in transporting the specimens. It has separate compartments for Frozen, Refrigerated and Room temperature specimens.

k. The courier service shall provide notification, as early as possible, to the Walla Walla Laboratory manager or designee via telephone if there is to be a delay beyond the set delivery or pick-up times. (The appropriate phone numbers will be supplied to the drivers upon award of contract).

l. Specimen and item tracking shall be provided via shipping manifests generated by VA Walla Walla and the Yakima, Richland and Boardman locations for delivery. The manifest is signed by the driver and presented to the final destination of the run daily.

m. Courier service shall provide written or electronic documentation of training of courier personnel in current IATA hazardous transport regulations to the Laboratory Manager, or designee, at least yearly or on request.

n. Courier service shall provide written or electronic documentation of training of courier personnel in HIPPA security regulations. Couriers may need to undergo VA background investigation checks.

o. The contractor, their personnel, and their subcontractors shall be subject to the Federal laws, regulations, standards, and VA Directives and Handbooks regarding information and information system security as delineated in this contract.

p. Quality review will be ongoing (reviewed at least quarterly) and include late pick up or delivery time; specimens arriving not within temperature specifications; lost or damaged items. No more than 1 occurrence per month unless mitigating circumstances (road closure or extreme weather) will be allowed. Failure to provide the service (no pick up) will have no occurrences unless mitigating circumstances and immediate notification to the Core Laboratory (The appropriate phone numbers will be supplied to the drivers upon award of contract).

q. Specimens must be transported in separate, temperature controlled areas of the transport vehicle from clean supplies to prevent contamination according to IATA regulations including securing the items in the vehicle.

r. Return materials must be held in secure, temperature controlled, clean storage until delivered to the CBOC.

s. Cost to be Yakima CBOC $_**____ + Fuel Surcharge (West Coast index on www.eia.gov). Cost for Richland is $_**____+ Fuel Surcharge (West Coast index on www.eia.gov). Cost for Boardman Tele-Medicine Clinic is $__**_____ per occurrence plus Fuel Surcharge West Coast index on www.epa.gov).

** - All costs shall be IAW contractor’s quote - **

t. Changes to Fuel surcharge must have prior notification and approval by the Contracting officer and COR.

u. Cost of Dry ice not to exceed local cost for 1 lb. of dry ice per day of delivery plus 10%. Contractor shall provide actual cost information to the VA. Dry ice or alternative may be provided by VA, if required.

v. Billing per contract to be on a monthly basis, no prior monthly billing allowed.

w. Billing shall be itemized including dry ice charges (if any), fuel surcharges and each delivery occurrence.

x. Contractor shall supply contact information for all couriers for emergencies and routine notifications.

y. Pathology and Laboratory Services Manager or designee will act as Contracting Officer Representative (COR) for this contract.

II. LaGrande, Enterprise Oregon & Lewiston, Idaho

1. Provide the necessary courier services to transport Laboratory Specimens, contaminated and clean supplies, office supplies, prosthetics, mail and Pharmaceuticals (non-Narcotic) to and from Community Based Outpatient Clinics (CBOC) in Lewiston, Idaho (1630 23rd Ave, Bldg. 2, Lewiston, ID), La Grande, Oregon (202 12th St., LaGrande, OR) and the Telehealth Clinic in Enterprise, Oregon (401 NE 1st St., Enterprise, OR) to Jonathan M. Wainwright Memorial Veterans Affairs Medical Center Pathology and Laboratory Service and Pharmacy (Bldg. 143, Walla Walla VA) and to the Warehouse (Building 81, Walla Walla, WA).

2. The proposal must include cost for pick-up and delivery of Laboratory specimens, contaminated and clean supplies, office supplies, prosthetics, mail and Pharmaceuticals (non-narcotic).

3. The contractor shall be responsible for the following: a. Pick up of Laboratory Specimens, contaminated and clean supplies, office supplies, prosthetics, mail and Pharmaceuticals (non-narcotic) from Lewiston VA CBOC (1630 23rd Ave, Bldg. 2, Lewiston Idaho 83501), La Grande VA CBOC (202 12th St., La Grande Oregon 97850) and Enterprise Tele-Medicine Clinic (401 NE 1st ST, Enterprise Oregon 97828) returning to Jonathan M. Wainwright Memorial Veterans Affairs Medical Center (Walla Walla VA) Laboratory and Pharmacy in the Outpatient Building (Bldg. 143) and Warehouse (Building 81) and returning mail and supplies to the Lewiston, La Grande and Enterprise Clinics following specimen pick-up.

b. Specimen pick-up schedule is Monday thru Friday for Lewiston and La Grande and on an as-needed/will-call for Enterprise, with the option to increase to a regular schedule, if needed, excluding Federal Holidays and on cancellation of either Lewiston or La Grande or Enterprise Clinics with advanced notice from either the Walla Walla Core Lab or the Clinic managers.

c. Pick up times shall be no earlier than 8:30AM at the Warehouse (Bldg. 81) and 11:00AM at all clinics.

d. Delivery time to the Walla Walla VA Laboratory shall be no later than 2:00PM.

e. Pick up or delivery of supplies and items for the return trip shall be no later than 2:30PM from the Warehouse (Building 81) Walla Walla VAMC.

f. The courier service shall provide notification to the Walla Walla Laboratory manager or designee via telephone if there is to be a delay beyond the set delivery or pick-up times. (The appropriate phone numbers will be supplied to the drivers upon award of contract).

g. Specimens must be transported in conditions required to preserve specimen integrity. Accommodations must be made to transport Room Temperature, Refrigerated temperature and Frozen specimens. Specimens must arrive in optimal conditions to ensure specimen viability and integrity.

h. Frozen Specimens must be transported on Dry Ice or VA supplied reusable dry ice alternative gel packs.

i. VA Walla Walla will provide a courier cooler/transport for the driver to use in transporting the specimens. It has separate compartments for Frozen, Refrigerated and Room temperature specimens. Specimen transport bags and other items must be secured in the vehicle to avoid breakage or loss in transport.

j. Specimens and other contaminated materials shall be transported in separate, temperature controlled, areas of the transport vehicle from clean supplies to prevent contamination according to IATA regulations.

k. Specimen and item tracking shall be provided via shipping manifest generated by VA Walla Walla and the Lewiston, La Grande and Enterprise locations for delivery. The manifest is signed by the driver and presented to the final destination of the run of the day.

l. Courier service shall provide written and/or electronic documentation of annual training of courier personnel in current IATA hazardous transport regulations to the Laboratory Manager at least yearly or on request.

m. The contractor, their personnel, and their subcontractors shall be subject to the Federal laws, regulations, standards, and VA Directives and Handbooks regarding information and Information system security as delineated in this contract.

n. Quality review will be ongoing (reviewed at least quarterly) and include late pick up or delivery time. Specimens arriving not within temperature specifications. Lost or damaged items. No more than 1 occurrence per month unless mitigating circumstances (road closure or extreme weather) will be allowed. Failure to provide the service (no pick up) will have no occurrences unless mitigating circumstances and immediate notification to the Core Laboratory (The appropriate phone numbers will be supplied to the drivers upon award of contract).

o. Feedback will be provided to the service on quality review.

p. Return mail and supplies must be held in secure, clean, temperature controlled storage until delivered to the CBOC.

q. Cost to be Lewiston CBOC $__***____ + Fuel Surcharge (West Coast index on www.eia.gov). Cost for La Grande CBOC $ _***_____ + Fuel Surcharge (West Coast index on www.eia.gov), Cost for Enterprise Clinic $_***_______ + Fuel Surcharge (West Coast index on www.eia.gov)

*** All costs shall be IAW contractor’s quote ***

r. Billing per contract to be monthly basis, no prior monthly billing allowed.

s. Pathology and Laboratory Services Manager or designee will act as Contracting Officer Representative (COR) for this contract.

III. Yakima, WA to Seattle, WA

1. Provide the necessary courier services to transport Laboratory Specimens returning to the Yakima Community Based Outpatient Clinics (CBOC) from Jonathan M Wainwright Memorial Veterans Affairs Medical Center (VAMC) (BLDG. 143) and transported on to Puget Sound (VAMC) (BLDG. 100).

2. The proposal must include cost for receipt and delivery of laboratory specimens.

3. The Contractor shall be responsible for the following:

a. Receipt of laboratory specimens from the Yakima, Richland, Walla Walla driver upon return to Yakima at a location in Yakima determined by the contractor. Daily (M-F) delivery of items to the Puget Sound VAMC is a requirement of this contract.

b. Specimen transfer is scheduled Monday thru Friday excluding Federal Holidays and on cancellation of Walla Walla VAMC services with advanced notice. Every attempt will be made to provide the contractor with as much advance notice as possible should a weather even necessitate the cancellation of the route.

c. Transfers of specimens should occur between the hours of 3:00 PM and 6:00 PM in Yakima.

d. Delivery of samples to the Puget Sound VAMC Laboratory will be no later than 11:30 PM.

e. Specimens shall be transported in conditions required to preserve specimen integrity. Accommodations much be made to transport Frozen specimens. Specimens must arrive in optimal conditions to ensure specimen viability and integrity.

f. Frozen specimens mist be transported on dry ice or VA supplied reusable dry ice alternative gel packs.

g. VA Walla Walla will provide samples packaged in DOT approved shipping box with appropriate shipping labels for transport.

h. The courier service shall provide notification, as early as possible, to the Walla Walla laboratory manager or designee via telephone if there is to be a delay beyond the set delivery or pick-up times. (The appropriate phone numbers will be supplied to the drivers upon award of contract).

i. Specimen and item tracking shall be provided via shipping manifests generated by VA Walla Wall for Seattle delivery. The manifest will be inside the specimen package and a copy will be provided to the courier to be signed by the courier and presented at the final destination.

j. Courier service shall provide written or electronic documentation of training of courier personnel in current IATA hazardous transport regulations to the laboratory manger, or designee, at least yearly or on request.

k. Courier service shall provide written or electronic documentation of training of courier personnel in HIPPA security regulations. Couriers may need to undergo VA background investigation checks.

l. The contractor, their personnel, and their subcontractors shall be subject to Federal laws, regulations, standards, and VA Directives and Handbooks regarding information and information system security as delineated in this contract.

m. Quality review will be ongoing (reviewed at least quarterly) and include late pick up or delivery time; specimens arriving not within temperature specifications; lost or damaged items. No more than 1 occurrence per month unless mitigating circumstances (road closure or extreme weather) will be allowed. Failure to provide the service (no pick up) will have no occurrences unless mitigating circumstances and immediate notification to the Walla Walla VA laboratory. (The appropriate phone numbers will be supplied to the drivers upon award of contract).

n. Specimens must be transported in temperature-controlled areas of the transport vehicle.

o. Changes to fuel surcharges mush have prior notification and approval by the Contracting Officer and COR.

p. Cost of dry ice not to exceed local cost for 1 lb. of dry ice per day of delivery plus 10%. Contractor shall provide actual cost information to the VA. Drive ice or alternative may be provided by VA, if required.

q. Billing per contract to be monthly, no prior monthly billing allowed.

r. Billing shall be itemized to including dry ice charges (if any), fuel surcharges and each delivery occurrence.

s. Contractor shall supply contact information for all couriers for emergencies and routine notifications.

t. Pathology and Laboratory Services Manager or designee will act as Contracting Officer Representative (COR) for this contract.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

COURIER SERVICES FOR THE WALLA WALLA VAHCS

ORDERING PERIOD NUMBER ONE 5/1/21 TO 4/30/22

TRANSPORTATION OF COVID TEST SAMPLES TO THE SEATTLE VAMC LAB

ORDERING PERIOD NUMBER ONE 5/1/21 TO 4/30/22

COURIER SERVICES FOR THE WALLA WALLA VAHCS

ORDERING PERIOD NUMBER TWO 5/1/22 TO 4/30/23

TRANSPORTATION OF COVID TEST SAMPLES TO THE SEATTLE VAMC LAB

ORDERING PERIOD NUMBER TWO 5/1/22 TO 4/30/23

COURIER SERVICES FOR THE WALLA WALLA VAHCS

ORDERING PERIOD NUMBER THREE 5/1/23 TO 4/30/24

TRANSPORTATION OF COVID TEST SAMPLES TO THE SEATTLE VAMC LAB

ORDERING PERIOD NUMBER THREE 5/1/23 TO 4/30/24

COURIER SERVICES FOR THE WALLA WALLA VAHCS

ORDERING PERIOD NUMBER FOUR 5/1/24 TO 4/30/25

TRANSPORTATION OF COVID TEST SAMPLES TO THE SEATTLE VAMC LAB

ORDERING PERIOD NUMBER FOUR 5/1/24 TO 4/30/25

COURIER SERVICES FOR THE WALLA WALLA VAHCS

ORDERING PERIOD NUMBER FIVE 5/1/25 TO 4/30/26

TRANSPORTATION OF COVID TEST SAMPLES TO THE SEATTLE VAMC LAB

ORDERING PERIOD NUMBER FIVE 5/1/25 TO 4/30/26

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. 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 ITEMS 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 5/1/2021 through 4/30/2026.

(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 $500.00, 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 $300,000;

(2) Any order for a combination of items in excess of $1,500,000.00; or

(3) A series of orders from the same ordering office within 30 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 5 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 4/30/2026.

(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 of contract expiration..

(End of Clause) C.6 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

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

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[X] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[X] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.7 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran owned small business concern or SDVOSB”:

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.101, Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled Veterans (or eligible surviving spouses) or, in the case of a service-disabled Veteran with permanent and severe disability, the spouse or permanent caregiver of such Veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and control pursuant to 38 CFR part 74 and is so listed in the Vendor Information Pages (VIP) database (https://www.vip.vetbiz.va.gov); and

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR 121.406 and 125.6, provided that any reference therein to a service-disabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB. The nonmanufacturer rule and the limitations on subcontracting apply to all SDVOSB and VOSB set-asides and sole source contracts.

(2) “Service-disabled Veteran” means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(b) General.

(1) Offers are solicited only from eligible service-disabled veteran-owned small business concerns. Only VIP-listed service-disabled veteran-owned small business concerns (SDVOSBs) may submit offers in response to this solicitation. Offers received from concerns that are not VIP-listed service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a VIP-listed service-disabled veteran-owned small business concern that meets the size standard for the applicable NAICS code.

(c) Representation. By submitting an offer, the prospective contractor represents that it is an eligible SDVOSB as defined in this clause, 38 CFR part 74, and VAAR subpart 819.70. Pursuant to 38 U.S.C. 8127(e), only VIP-listed SDVOSBs are considered eligible. Therefore, any reference in 13 CFR part 121 and 125 to a servicedisabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB and only such concern(s) qualify as similarly situated. The offeror must also be eligible at the time of award.

(d) Agreement. Agreement.