36C26025Q0018.docx

36C26025Q0018

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

36C26025Q0018 12-20-2024

JAMES HARRIS

3605537618 12-27-2024 10:00

PST

36C260 Network Contracting Office 20

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661 X X 721110 $40 Million N/A X 36C668 Department of Veterans Affairs Spokane VA Medical Center 4815 N Assembly St Spokane WA 99205-6185 36C260 Network Contracting Office 20

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

Dept of Veterans Affairs

FMS-VA-2(101)

Financial Services Center

PO BOX 149971

Austin TX 78714-9971 See CONTINUATION Page The contractor shall provide lodging for eligible beneficiaries at the Spokane Veterans Affairs Medical Center in accordance with the attached statement of work.

This solicitation is for a Five Year single award Indefinite Delivery Indefinite Quantity (IDIQ) Contract.

Period of performance is 1/01/25 to 12/31/30.

The guaranteed minimum for this contract will be fulfilled during the first delivery order placed under the resulting contract in accordance with FAR 16.504(a)(1) & 16.504(a)(2).

All questions regarding this solicitation are to be in writing to the POC listed on this notice.

See CONTINUATION Page X x x x

ONE

Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer 36C260 Network Contracting Office 20

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Veteran Lodging - Single Occupancy

Ordering Period One: 1/1/25-12/31/25

Veteran Lodging - Double Occupancy Room

Ordering Period One 1/1/25 - 12/31/25

Veteran Lodging - Single Occupancy Room

Ordering Period Two 1/1/26-12/31/26

Veteran Lodging - Double Occupancy Room

Ordering Period Two 1/1/26-12/31/26

Veteran Lodging - Single Occupancy Room

Ordering Period Three 1/1/27-12/31/27

Veteran Lodging - Double Occupancy Room

Ordering Period Three 1/1/27-12/31/27

Veteran Lodging - Single Occupancy Room

Ordering Period Two 1/1/28-12/31/28

Veteran Lodging - Double Occupancy Room

Ordering Period Four 1/1/28-12/31/28

Veteran Lodging - Single Occupancy Room

Ordering Period Five 1/1/29-12/31/29

Veteran Lodging - Double Occupancy Room

Ordering Period Five 1/1/29-12/31/29

B.3 IDIQ Contract Minimum/Maximum

1. The following were considered in determining the IDIQ Minimum/Maximum in accordance FAR 16.504(a)(4)(ii).

The minimum guarantee is settled at approximately 10% of the first ordering period estimate which equals approximately 600 rooms.

The contract maximum ceiling is calculated to be 3000 rooms

B.4 Statement of Work

Lodging Services Mann-Grandstaff VAMC 4815 N. Assembly St.

Spokane, WA 99205

1. GENERAL

The Contractor shall provide Hotel Services for Patient Lodging for preapproved patients for the Mann-Grandstaff VA Medical Center (MGVAMC). The rooms shall be fully furnished. If additional rooms are required and available, they shall be provided at the same rate. The number of rooms required during the contract period maybe subject to increase and/or decrease, as the need arises. Veterans, as well as significant others shall be referred to the Contractor's facility for lodging. Contractor shall be obligated to hold the rooms for patients until approximately 5:00PM every evening, Sunday through Saturday.

2. CONDITIONS

Only the cost of the daily room rate shall be the responsibility of the MGVAMC; all other costs for meals, incidentals, telephone calls or other amenities available at or delivered to the Veteran Beneficiary, shall be the sole responsibility of the Veteran Beneficiary at the time of checkout. These charges shall be paid for by the Veteran providing a credit card at time of check-in or by other methods of payment approved by the Contractor.

3. ROOM RATES

Room rates offered shall be single (1 bed) and/or double occupancy (2 beds), depending on the presence of a spouse, significant other and/or caregiver for each individual patient. Contractor shall provide a minimum of Seven (7) standard rooms during the week and shall be located in a reasonably quiet, tranquil location within the facility. Contractor shall allow spouses, significant others or caretakers to stay with the patients, at no additional cost to the Veteran Beneficiary.

Daily room rates will include all applicable taxes, fees, and any other no-charge services offered to guests of the hotel/motel. Contractor will offer one and only one room rate. The room rate will cover reservations for Single Occupancy and for Double Occupancy. The room rate will cover rooms with one (1) bed of queen size or larger and will cover rooms with two (2) queen size beds. The Veteran will be allowed their caregiver, driver, and/or attendant to stay in the same room with them. Any additional rooms for caregivers, drivers, and/or attendants are the sole responsibility of the Veteran or the caregiver, driver, and/or attendant and will not lodge at MGVAMC expense.

a. Daily room rates will include daily changes of linens and toiletries and daily maid service.

b. Daily room rates will include free parking.

c. Daily room rates will include free wireless internet access.

d. Daily room rates will include, at least, one touch tone telephone (no deposit required). Telephone service will be capable of long-distance calls when long distance calls are placed using a telephone calling card or other telephone charge method. Any long-distance charges are the responsibility of the occupant and not of VAMC. Telephone service will be equipped with voice messaging system or front desk message service.

e. Daily room rates will include, at the minimum, a complimentary continental breakfast.

f. Daily room rates will include 24-hour front desk coverage.

4. FACILITY

MGVAMC requires approximately Seven (7) hotel/motel rooms be held per day for beneficiaries from Sunday through Thursday and two (2) hotel/motel rooms per day on Friday and Saturday. Needed room type will be identified at time of reservation (single, double, ADA). Reservations for Friday will be made by 5:00 pm on Wednesday and reservations for Saturday will be made by 5:00 pm on Thursday. Rooms not reserved by these times will be released. For all reservations, the Veteran needs to call and provide a credit card cover any incidental charges incurred that are not the responsibility of the agency. The VA will notify the Veteran that they must call the hotel and give a credit card for a reservation. The VA will notify the Veteran that if they do not show up or if they do not call on the day of arrival by 3:00 pm and cancel, they will be charged. If the Veteran does call and confirm and then does not show, the Veteran will also be charged for one night.

Rooms shall be wheelchair accessible. In no case shall there be interior or access stairs in any of the rooms for the Veteran Beneficiary. Handicapped rooms must be available and comply with ADA guidelines, to include wheelchair access to the room, bathroom, and shower. At least two (2) rooms will provide wheelchair, roll-in shower access. Rooms with roll-in showers must have two beds. All ADA rooms must be ground floor or accessible by ADA compliant elevator.

All rooms shall be non-smoking rooms.

All rooms shall be fully furnished and shall include Contractor provided utilities, customary room amenities, and other specified services in this contract.

All rooms shall be located in a single hotel or motel property.

All communal areas, such as lobbies, hallways, restrooms and laundry rooms must be wheelchair accessible.

5. SAFETY

Buildings in which space is offered shall be evaluated in accordance with the latest editions of the National Fire Codes and the Uniform Building Codes.

Maintenance by the Contractor of Contractor-owned fire extinguisher(s) shall be in accordance with NFPA 10.

Smoke detectors shall be installed in each guestroom, office/storage area, hallway and other communal areas -in accordance with the National Fire Protection Association (NFPA) standard 72.

Facility shall comply with all City, County, State and Federal Building Codes and ordinances applicable to ownership and operation of the building in which the rooms are located.

Facility must meet the minimum fire safety requirements. Facility shall be incompliance with the Hotel and Motel Fire Safety Act of 1990 (PL 101-3) Facility must be professional clean and sanitary Facility shall have an automatic sprinkler system, with a sprinkler head in each guestroom in compliance with the (NFPA) standards 13 or l 3R. Properties three stories or lower in height are exempt from the sprinkler requirement.

6. RESERVATIONS

a. Hotel/motel rooms are to be held for reservation by authorized MGVAMC staff for eligible MGVAMC beneficiaries until 5:00 p.m. If no reservation has been made by 5:00 p.m. on that day, the hotel/motel rooms are released for use. If a reservation has been made, the room must be held until 6:00 p.m. to allow time for the lodger to check-in. If the lodger does not check-in or notify the hotel by 6:00 p.m. of a late arrival, the Contractor may release the reserved room for that night. If the lodger arrivals late without notifying the Contractor and the reserved room was released and provided to another client, the Contractor is authorized to lodge the Veteran in another room, as available.

b. The Contractor shall allow occupancy of the room covered by this contract for the specific individual referred by authorized MGVAMC personnel using a signed reservation and authorization form. MGVAMC will inform the Contractor of each Veteran’s name, identification number, date of arrival, and duration of stay.

c. Services shall be performed seven days a week. General check in time may begin at 2:00 p.m. and general check out time will be at 11:00 a.m. Early and late check in and check out times may be arranged by authorized MGVAMC personnel or the Veteran with hotel/motel staff, at no additional charge.

d. Hotels/motels reserve the right to deny lodging services to a MGVAMC beneficiary on the basis of disruptive or inappropriate behavior by the beneficiary or the beneficiary’s companion, or due to flagrant disregard for hotel/motel property, policy, or personnel by the beneficiary or the beneficiary’s companion(s). Hotel/motel staff are to notify AOD/COR in writing via letter or email, of the Veteran’s name and the date and description of the incident.

7. RESTAURANT/CONTINENTAL BREAKFAST

Lodging facility shall be within walking distance of a reasonably priced restaurant. Contractor shall provide menus and/or listing of restaurants that are nearby to the hotel. The Contractor shall allow food to be delivered to their facility for the Veteran in the event that the Veteran cannot go get their own food. Lodging facility shall provide a daily continental breakfast available for the Veteran.

8. CHECK IN I CHECK OUT

The Admirative Officer on Duty (AOD) shall inform the Contractor of the name and time each specific, VA-referred occupant is expected to be checking in/out of the hotel/motel via email. In the event a VA referred occupant refuses to leave the room, the Contractor shall immediately notify the COR. Also, in the event that a VA-referred occupant checks out of the hotel/motel without prior notice from the VA, the Contractor shall immediately contact the COR and AOD. For the purposes of this contract, the Contractor shall use existing check-in/check-out times.

9. EXTENTIONS I CANCELLATIONS

The AOD or COR shall have the option of extending VA patients stay at the agreed upon rate.

In the event that the requested rooms are not needed and/or required, the AOD or COR shall have the option to request same day cancellations at no additional cost to the Government and/or be penalized for last minute cancellations. The AOD or COR shall cancel the rooms before 7:00PM each day. MGVAMC shall not be charged for the rooms, unless they are utilized.

10. DAMAGES

The room occupant shall be liable for any damages occurred during occupancy. The MGVAMC shall not assume any liability for such damages or theft of property. These charges shall be paid for by the Veteran providing a credit card at time of check-in or by other methods of payment approved by the Contractor.

11. EMERGENCIES

VA-referred occupants are afforded no special emergency privileges and shall be instructed to utilize local 911 emergency services in the event of an emergency situation. If the Contractor becomes aware that a VA-referred occupant appears to be involved in an emergency situation of any kind, the Contractor shall contact local 911 emergency services and the COR and/or AOD.

12. INSPECTION AND ACCEPTANCE

The hotel/motel facility shall be inspected by a team of VA employees cognizant with the requirements and appropriate standards prior to award of this contract or the exercise of any option periods. The Contracting Officer shall notify the Contractor COR or POC prior to the inspections and set-up the date, times and make arrangements with the Contractor POC, COR and/or his/her designee to inspect the Contractor facility.

13. CONTRACTING OFFICERS REPRESENTATIVE (COR)

Delegation of Authority letters shall be forwarded to the using service and the Contractor after agreement has been signed, identifying the individual(s) as the COR(s). No service shall be provided without the approval of the COR or his/her designee of this contract.

The Contractor shall not accept any instructions issued by any other person(s) other than the Contracting Officer or his/her delegated representative acting within the limits of his/her authority.

Richard Smith Program Application Specialist (509)434-7935 Richard.smith80@va.gov

Administrative Officer on Duty (509)434-7010 Spoaod@med.va.gov

14. HOURS OF SERVICE

Except by special alternative arrangement, MGVAMC holds the following business hours. Business Hours/Days: are defined as the time of 7:00AM to 9:00PM, Monday through Friday, excluding Federal holidays:

New Year's Day January 1 * Martin Luther King's Day Third Monday in January President's Day Third Monday in February Memorial Day Last Monday in May Juneteenth June 19* Independence Day July 4* Labor Day First Monday in September Columbus Day Second Monday in October Veteran's Day November 11* Thanksgiving Day Fourth Thursday in November Christmas Day December 25* *If the date falls on a Saturday, the Government holiday is the preceding Friday. If the date falls on a Sunday, the Government holiday is the following Monday.

In addition to the designated holidays, the Government observes the following days:

Any other day designated by Federal Statute Any other day designated by Executive Order Any other day designated by the President's Proclamation Off Business Hours are defined as the time of 9:01PM to 6:59AM, Monday through Friday, all day Saturday, Sunday and Federal holidays.

15. BILLING PROCEDURES

The Contractor shall email the monthly invoices in the arrears to the MGVAMC for review at the end of each month to the email address listed below. After review and approval of the invoices the COR shall contact the Contractor and advise them, to go ahead and submit the invoices to the address listed below for payment, this process should not take longer than one (1) to two (2) days at the most.

Email Address: Richard.smith80@va.gov MGVAMC will only pay for authorized rooms and nights of lodging. If a Veteran or a person accompanying the Veteran elects to remain in the hotel/motel room beyond the authorized time period, payment for the additional nights will be the sole responsibility of the Veteran or the Veteran’s companion. In the event a VA referred occupant checks out of the hotel/motel before completing an authorized stay, the Contractor will notify AOD/COR. If the veteran checks in and occupies the room the VA will pay for the room. If the Veteran reserves the room but then is cleared to travel home and does not occupy the room the VA will not accept payment for the room.

Contractor shall charge no fees to MGVAMC or the Veteran for Veteran’s with registered service animals.

Contractor shall limit pet fees to no more than $25 per day, per pet for any non-registered, non-service animal. Pets must be declared to the Contractor prior to the Veteran occupying the room. Contractor retains the right to charge additional fees or fines for non-declared pets. Lodgers are responsible for paying for pet fees directly to Contractor. MGVAMC will not accept billing for pet fees or fines.

The Veteran lodging with the Contractor is responsible for any and all additional amenities, to include, but not limited to room service, pay-per-view movies, or meals not included in the basic room rate. MGVAMC will not accept billing for any associated lodging amenities.

MGVAMC will not pay for any alcoholic beverages.

Veterans and/or their companion are responsible for any damages to rooms or property due to their actions or inactions or the actions of their pets. Hotels/motels may charge lodgers directly for such damages. MGVAMC will not accept billing for any damages to rooms or property.

16. SHUTTLE SERVICE

Lodging facility shall provide a courtesy shuttle service for the Veteran. Pick-up & Drop offs available to the Spokane Airport and to the MGVAMC located at 4815 N. Assembly St. Spokane, WA 99205. 7 days a week.

a. Contractor shall provide shuttle service for authorized lodgers and their caregiver, driver, and/or attendant to and from the MGVAMC facility providing the scheduled medical care.

b. Shuttle service shall be offered Monday through Friday during business days. Shuttle service will be offered at least twice a day, once in the early morning at approximately 7:30 a.m. and once in the late afternoon at approximately 4:30 p.m. The MGVAMC sometimes has patients fly in on Sundays, a determination will be made by AOD/COR in consultation with hotel/motel staff. Shuttle service outside the normal business hours will be handled on a case by case basis and will be charged separately.

d. Shuttle Rider List: The contractor shall provide a Shuttle Rider List to the AOD/COR on the first business day of each week. The Shuttle List will be emailed and will include the names, dates and times of shuttle use, and destination (MGVAMC facility or hotel) that occurred the prior business week.

18. RISK CONTROL

a. Patient Emergencies - In the event a VA referred occupant is in an emergency situation of any kind, the Contractor will contact the 911 emergency medical services to respond to the emergency. The Contractor will also notify authorized MGVAMC personnel of the situation.

b. Occupational Safety & Health Administration (OSHA) Compliance - Contractor will comply with OSHA standards and share that information with employees who clean bathrooms and surrounding areas in order that they may take proper precautions when cleaning.

c. Room Maintenance - daily room maintenance will comply with all Federal, State, and local laws in compliance with FAR 52.212-4(q).

d. General Building Requirements and Specifications -1. The hotel/motel rooms will comply with all city, county, and state building codes and ordinances applicable to the ownership and operation of the building in which the rooms are located. Rooms will comply with the applicable and current National Fire Protection Association (NFPA) Life Safety Code and Americans with Disabilities Act (ADA) guidelines. 2. Heating and cooling requirements will be in compliance with ADA and State of Washington Laws. All cooling and heating devices and appliances, including, but not limited to, furnaces, fireplaces, electrical baseboard heaters, and water heaters, will be an approved type in good and safe working order and will meet all installation and safety codes. Contractor will maintain all appliances and utility systems in compliance with all installation and safety codes. 3. Electrical and lighting requirements will be in compliance with ADA and State of Washington Laws. All electrical equipment, wiring, and appliances will be of an approved type, in good and safe working order, and will meet all installation and safety codes. 4. Sanitation Requirements: All plumbing fixtures will be trapped and vented and connected to an approved sanitary sewer. All sanitary facilities, equipment, structures, and premises will be of an approved type, in safe and sanitary condition, and in good working order and meet all installation and safety codes. 5. Fire Safety: a. Buildings in which space is offered will be evaluated in accordance with latest editions of the NFPA 101 LIFE SAFETY CODE and ADA. b. Equipment, services, or utilities furnished, and activities of other occupants will be free of safety, health, and fire hazards. When hazards are detected, the Contractor will promptly correct hazards. c. Maintenance of Contractor owned fire extinguishers will be provided by the Contractor in accordance with NFPA Standard No. 10. d. As required by code, smoke detectors/alarms will be installed in each room, office, storage area, hallways, and other common areas. 6. Wheelchair Accessibility: Common areas such as hallways will provide for an accessible path of travel for wheelchairs. 7. Elevators: If elevators are a part of the room complex, they will conform to the latest requirements of the American Society of Manufacturing Engineers (ASME)/American National Standards Institute (ANSI) A17.1 Safety Code for Elevators and Escalators, except for elevator emergency recall and will be inspected and maintained in accordance with ASME/ANSI A17.2 Guide for Inspection of Elevators, Escalators, and Moving Walks Includes Inspection Procedures for Electric Traction and Winding Drum Elevators, Hydraulic Elevators, and Escalators and Moving Walks, or equivalent local code. The elevators will also comply with all local codes and ordinances.

8. Miscellaneous: No activity to the building and/or grounds that would cause an increase in dust, dirt, or spores to be airborne (i.e., renovation to the building, movement of earth on the grounds) will take place without the Contractor’s written notification to the MGVAMC at least fourteen (14) calendar days in advance of the event.

9. Inspection: The Government reserves the right, at any time before and after contract award and during the term of the contract, to inspect the rooms and all other areas of the Contractor facility as necessary to ensure a safe and healthy environment for the VA referred occupants.

19. LOCATION/PROXIMITY TO VA MEDICAL CENTER

Lodging facility shall be located within 10 street travel miles from the MGVAMC 4815 N. Assembly St. Spokane, WA 99205. This is for the convenience of the Veteran patient to proximity of the hospital.

20. POINT OF CONTACT / CONTRACTING OFFICER REPRESENTATIVE

Point of Contact (POC)/ Contracting Officer Representative (COR): The POC for the contract is:

Richard Smith Spokane Mann-Grandstaff VA Medical Center 4815 N. Assembly St.

Spokane, WA 992055 Richard.smith80@va.gov

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 52.252-2 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)

C.3 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 01/01/2025 through 12/31/2029.

(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.4 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 50 rooms, 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 600 rooms;

(2) Any order for a combination of items in excess of 3000 rooms; 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.5 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 12/31/2030.

(End of Clause)

C.6 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 14 days of contract expiration.

(End of Clause) C.7 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (DEVIATION)

(a) Definition.