36C26120Q0059-001.docx

36C26120Q0059

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 ATTA

CHED

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. SIGNAT

URE 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

570-20-1-261-0001 36C26120Q0059 10-15-2019 Olivia Duarte 559-228-5382 10-25-2019 9:00am Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno CA 93721 X X 812930 .5 Million N/A X Department of Veterans Affairs VA Central California Health Care System 2615 E. Clinton Ave Fresno CA 93703 Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite Fresno CA 93721

Department of Veterans Affairs FMS-VA-2(101) Financial Services Center

PO BOX 149971

Austin TX 78714-9971 See CONTINUATION Page NOTE 1: Site Visit is scheduled for Friday, Oct. 18, 2019 at 1:00 PM PST. Attendees will meet at the VA Cental California Health Care System, 2615 E. Clinton Ave., Fresno CA 93703 in Bldg. 3, Room 15.

POC: Lamont Chaney, (559) 225-6100 ext . 6367.

NOTE 2: Offerors shall follow the submission instructions specified in FAR Provisions 52.212-1 and 52.212-2 and their addendums included in the soliciation. Failure to follow the instructions will result in an unfavorable evaluation and may not be considered for award.

NOTE 3: This solicitation is set aside 100% for SDVOSB.

All SDVOSB must be registered and verified in hhtps://www.vip.vetbiz.gov/ Submit all proposals electronically to:

olivia.duarte@va.gov See CONTINUATION Page 570-3600152-463-840700-2580 0100441X4 X Mark J. Mikus 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:

b. GOVERNMENT: Contracting Officer 36C261

VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno CA 93721

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:

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Contractor shall furnish all necessary labor, supervision, materials, and equipment to provide Valet Parking Services (VPS) in accordance with the terms and conditions of this document. Services will be provided at the Department of Veterans Affair’s Central California Health Care System (VA CCHCS), 2615 E. Clinton Ave, Fresno, California. Contractor is strongly advised to visit the contract site to fully understand the conditions under which the work shall be performed. Failure to visit the site will not relieve a contractor who has been awarded this work from providing services in strict accordance with the contract documents. Contractor shall submit with his / her signed proposal any additional recommendations to meet the needs of the government as communicated in this statement of work (SOW). Any changes and/or additional recommendations, which deviate from the contract specifications must be approved in writing by the Contracting Officer prior to commencement of services.

1. Materials and Equipment: Contractor shall be responsible for the provision of the following items. All items must be mutually agreed upon by the government and contractor before deployment.

1.1. Valet Claim Check (Valet Tickets)

1.1.1. Minimum of three parts (vehicle identifier, claim check, key tag)

1.1.2. Sequentially numbered with sufficient number range to allow for five business days of service without repeating numbers

1.1.3. Legible, professionally printed and in the English language

1.1.4. Claim check shall have the valet service provider’s liability statement

1.1.5. The VA shall have final approval of the design of the Valet Ticket

1.2. Valet Podium (2 EA)

1.2.1. Constructed of materials intended to be used outside.

1.2.2. Portable (wheels preferred)

1.2.3. Unit must be stable and not easily turned over.

1.3. Vehicle Key Lock Box

1.3.1. Key lock with push to close (slam) locking mechanism

1.3.2. Steel or heavy duty sheet metal. Key box shall be of sufficient size to properly store the keys of all vehicles parked by the Valet.

1.3.3. Key box(es) shall be mounted to a steel stand designed specifically for the purpose. Stand shall have wheels and reasonable portability. When in use stand shall be secured in a manner that prevents theft.

1.3.4. The government will be provided one key for the key box(es) which will be held by the Department of Veterans Affairs Police Service, located at the facility.

1.3.5. Contractors personnel will be provided explicit instructions regarding key control protocols and how to obtain access to the key box(es) in the event of a lost key or damaged lock.

1.4. Sign “No Tipping” (Minimum 30” x 30”) (2-EA)

1.4.1. Letters shall be a minimum of 1 inch, black or blue, all capital letters.

1.4.2. Signs shall not be secured to any surface without approval of the government.

1.4.3. Signs will be installed by facility Engineering Service.

1.4.4. The government shall have final approval of all signage.

1.5. Sign “Insurance Liability” (Minimum 30” x 30”) (2-EA)

1.5.1. Letters shall be a minimum of 1 inch, black or blue, all capital letters.

1.5.2. Signs shall not be secured to any surface without approval of the government.

1.5.3. Signs will be installed by facility Engineering Service.

1.5.4. The government shall have final approval of all signage.

1.6. Traffic Cones / Delineators in sufficient quantity to support the requirements of this contract.

1.7. Valet Uniforms / Valet Attendant Appearance

1.7.1. Valet parking staff shall be neat and clean in appearance.

1.7.2. Uniforms shall be appropriate and consistent in style and color.

1.7.3. Uniforms shall be worn at all times while Valet attendants are on duty.

1.7.4. Contractors staff shall wear a photo identification badge. Badge shall prominently display the name of the employee and the name of the Contractor.

1.7.5. The Government reserves the right to request the immediate removal from facility grounds any Valet attendant who’s clothing is considered offensive, sexually provocative, worn, unclean, promotes the use of legal / illegal drugs or alcohol, denigrates the military, denigrates military veterans or promotes intolerance of other persons. Contractor will be required to immediately replace any Valet attendant who has been removed.

1.7.6. Uniforms and badges shall be approved by the Government before implementation.

2. Procedures:

2.1. Contractors staff shall not accept gratuities (tips) of any form from persons utilizing the Valet Service.

2.2. Contractors staff shall not eat, drink, smoke, or play music while operating vehicles that have been turned over to the Valet for parking.

2.3. Smoking is prohibited on campus except in clear marked designated smoking areas.

2.4. Valet attendants shall be required to assist valet patrons in and out of their vehicles. In the event a person needs to be lifted from or placed into a vehicle the Valet attendant will contact medical staff for direction and assistance. Valet personnel will also assist with the removal of wheelchairs, walkers, carts, medical equipment, luggage and similar items from vehicles if requested by the valet patron.

2.5. Contractor shall provide Valet services from 7:00 AM to 5:30 PM, Monday through Friday excluding Federal Holidays listed in Paragraph 2.6 and any other day specifically declared by the President of the United States to be a Federal Holiday. Contractor will assure Valet equipment and signage is in place before 7:00 AM each morning and that equipment and signage are removed and properly stored by 5:30 PM each evening. Valet attendants will cease accepting new vehicles for Valet Service at 4:00 PM each evening. Between 4:00 PM and 5:30 PM the Valet Service will focus solely on vehicle “pick-up”. By 5:30 PM each evening any vehicle remaining under Valet control will be parked in a marked parking stall in a manner that will allow non-Valet staff to easily access and drive the vehicle from the Valet Lot. After 5:30 PM all remaining vehicle keys will be delivered to Police Dispatch for afterhours distribution. Contractor may be requested to provide Valet Services in support of special campus events. The Contractor will be notified a minimum of thirty (30) calendar days in advance of the date of the special event. Payment for such services shall be via a modification of this contract.

2.6. Federal Holidays:

When a holiday falls on a Sunday, the following Monday shall be observed as a legal holiday by U.S. Government agencies. When a holiday falls on a Saturday, the preceding Friday shall be observed as a legal holiday.

2.7. The Valet contractor shall work with the Government and establish vehicle “drop off” and “pick up” locations at the main entrance to Building 1. Once these locations have been established they will not be changed without approval from the Contracting Officers Representative (COR).

2.8. Using removable traffic cones / delineators, contractor shall create a Valet parking que and a patient drop off que at the South entrance to Building 1. Exact location and design of lanes shall be mutually agreed upon between Contractor and COR.

2.9. Valet Parking will be offered to persons having a confirmed appointment at the VA Central California Healthcare System campus and visitors of persons who are currently an inpatient at this facility. Unless otherwise indicated by the government, volunteers, vendors, contractors, work-studies, students, interns, and similar persons will not be offered Valet Parking services nor will they be authorized to “self-park” in the Valet Parking Lot. Contractor will be advised in writing by the Contracting Officer, of any changes that may be made to the classifications of the persons authorized to utilize the Valet Parking Services.

2.10. Every vehicle approaching the traffic cues will be engaged by a valet attendant. The valet attendant will ask the operator of the vehicle if they wish to use the Valet Service, drop off a patient or self-park. The vehicle will be directed to the appropriate cue (Valet Parking / Patient Drop Off) or directed to a self-parking location. Vehicle operators who request Valet Services shall be asked to provide a VA Patient Identification Card or Appointment Confirmation Letter. If required, the Valet attendant may ask the patient how long he/she will be staying at the facility or to provide an estimated time of departure. If an individual does not have a VA Patient Identification Card / Appointment Confirmation Letter, Valet services will still be provided. Contractor shall maintain a written record of the number of individuals who were unable to provide a VA Patient Identification Card or Appointment Confirmation Letter and were provided Valet Services. Persons wishing to visit an inpatient at the facility shall be asked to provide the name of the inpatient.

2.11. Persons utilizing the Valet Service will be provided a claim ticket (valet ticket) when surrendering their vehicle to the valet attendant. The appropriate portion of the valet ticket shall be attached to the keys of the surrendered vehicle. The vehicle identifier portion of the valet ticket shall be placed conspicuously on the vehicle dash board or rear-view mirror.

2.12. Valet attendants shall park vehicles surrendered by authorized clients in the designated Valet Lot. Valet attendants shall operate client’s vehicles in a safe, sane, legal and respectful manner. All Valet attendant parked vehicles will be properly secured when parked. The keys to the client’s vehicle will be secured in a lock box as indicated earlier in this document. Access to the vehicle key box shall be limited to on duty Valet attendants only.

2.13. Persons who have surrendered their vehicle to the Valet shall be able to pick-up their vehicle by locating the Valet Parking Vehicle Pick-Up point and handing the Valet attended the ticket claim check provided to the vehicle operator when the vehicle was surrendered to the Valet attendant. The Valet attendant shall rapidly retrieve the parked vehicle and bring the vehicle to the Valet Pick-Up point. The Valent shall provide the vehicle keys to the vehicle operator and assist the operator and passengers into the vehicle.

2.14. Valet attendants shall be responsible for directing vehicles not utilizing the valet parking services to an appropriate parking location. These locations will be provided to the contractor in writing and maybe modified by the Government as needed.

3. Valet Lot Designation:

3.1. Parking Lot B, (Attachment “A”) located on the South-West corner of the campus has been designated as the Valet Parking Lot. During Valet operating hours contractor will be authorized to utilize the lot as desired to maximize the available space and assure safe and smooth Valet operations. Contractor shall not make alterations to the parking lot striping or signage without the written authorization of the government.

4. Training / Qualifications:

4.1. The VA Medical Center will provide orientation and training on VA policies and procedures. All parking attendants shall be required to attend a facility orientation program on safety, health and emergency procedures at the medical center. This training will be scheduled at a post award meeting at a mutually agreeable date.

4.2. All contracted parking attendants must possess a valid driver’s license, issued by the State of California. Attendants shall be United States citizens and be fluent in the English language.

4.3. The contractor shall be responsible to ensure Valet attendants providing work on this contract are fully trained and completely competent to perform the required work. Contractor will provide the COR with copies of all training documents which establish the attendant’s competence to perform the duties required.

4.4. The government will monitor the contractor employees’ work to ensure contractor compliance.

4.5. Upon request of the Contracting Officer, the contractor shall remove any contractor employee who does not comply with orientation requirements or meet competency requirement for the work being performed.

5. Tuberculosis Screening:

5.1. Contractor shall provide written certification that all contract employees assigned to the work site have had a pre-placement tuberculin screening within ninety (90) days prior to assignment to the worksite and been found have negative TB screening reactions. Contractors shall be required to show documentation of negative TB screening reactions for any additional workers who are added after the 90-day requirement before they will be allowed to work on the work site. NOTE: This can be the Center for Disease Control (CDC) and Prevention and two-step skin testing or a Food and Drug Administration (FDA)-approved blood test.

5.1.1. Contract employees manifesting positive screening reactions to the tuberculin shall be examined per current CDC guidelines prior to working on VHA property.

5.1.2. Subsequently, if the employee is found without evidence of active (infectious) pulmonary TB, a statement documenting examination by a physician shall be on file with the employer (construction contractor), noting that the employee with a positive tuberculin screening test is without evidence of active (infectious) pulmonary TB.

5.1.3. If the employee is found with evidence of active (infectious) pulmonary TB, the employee shall require treatment with a subsequent statement to the fact on file with the employer before being allowed to return to work on VHA property.

6. Performance Standards:

6.1. The Contractor shall staff the Valet parking operation with an appropriate number of employees as required to provide an effective and efficient operation. An effective operation is defined at the following:

6.1.1. During any four consecutive hours ninety five percent of persons utilizing the Valet Service waits no longer than ten minutes to drop off or retrieve their vehicle.

6.1.2. The contractor receives no more than four validated complaints in a work week.

6.2. The COR will make periodic unannounced inspections to confirm compliance with the provisions of this contract. Any increase in the number of valet parking personnel required to meet the ten-minute requirement will be provided at no additional cost to the Government. The Contractor’s ability to manage the traffic flow will be periodically audited to assure the contractor provides a safe and efficient operation.

6.3. The Contractor shall, at its expense, perform a drug screen and criminal background check on all employees of the Contractor who will provide services under this agreement. The Contractor shall agree to immediately replace any employee, if at the sole discretion of the Government, they pose a risk to the health and safety of any person(s) while performing the duties described in this document or if the Government disapproves of the conduct of any of the contractor’s employees.

7. Claims / Damages:

7.1. Any claims of damage or missing / stolen property involving the vehicles of persons utilizing the Valet Service will be the responsibility of the Contractor. The Government assumes no responsibility for any damage to a patron’s vehicle caused during the performance of the Contractor’s services or for any such claims. Contractor will be held responsible for lost keys and any costs associated with same. All customer claims shall be directed to and handled by competent Contractor staff. Corrective actions to resolve all claims shall commence immediately. All claims shall be settled within fourteen working days, unless extenuating circumstances warrant additional time and is authorized in writing by the Contracting Officer. If the Contractor fails to pay a settled claim within the allotted period, the Contracting Officer may withhold payment.

7.2. Contractor shall be required to provide and maintain insurance on all services and employees who will be providing services under this procurement. Insurance shall include but not be limited to the minimum amounts stated in this document in accordance with FAR regulations including FAR 52.228-5, Insurance—Work on a Government Installation, VAAR 852.237-70, Contractor Responsibilities, and VAAR 852.237-71, Indemnification and Insurance. Supplemental insurance requirements are as follows:

7.2.1. Workers’ compensation and employer’s liability: Contractor is required to comply with applicable Federal and State worker’s compensation and occupational disease statutes. Anticipated amount is $100,000 Workers Compensation for each accident and each Employee (Valet) and $ 500,000 Workers Compensation Disease Policy Limit or maximum allowed for the services being performed. Employer’s liability coverage of at least $100,000 shall be required.

7.2.2. Garage Liability (Any Auto): A minimum coverage of $1,000,000 combined single limit and $2,000,000 aggregate limit is required.

7.2.3. Garage Keepers Legal Liability: A minimum of $200,000 limit is required.

7.3. The Contractor must provide the Contracting Officer a valid insurance certificate(s) evidencing the required minimum coverages prior to commencing work under the contract. The Department of Veterans Affairs shall also be named as an additional insured on the above and the insurance must be maintained during the entire performance of the contract. The policy is to provide that the Contracting Officer will be notified a minimum of thirty calendar days prior to any cancellation or reduction of coverage. As noted herein, the Contractor shall be held responsible for any and all claims and damages caused during the performance of the Contractor’s services.

8. Recurring Reports:

8.1. The Contractor shall submit monthly reports directly to the Contracting Officer and COR within five (5) business days of the month’s end. The reports shall include but shall not be limited to the following:

8.1.1. Summary of the number of vehicles parked by the Valet. Summary shall be sorted by arrival time and date, departure time and date, vehicle operator’s status (Patient, Visitor, First Time, Other (Use of “other” requires a brief explanation)). The report will also indicate by date any unusual events, accidents, notable incidents with visitors, patients, volunteers or employees and any situation that required the assistance of the VA Police.

8.1.2. Reports shall be typed or computer generated and easy to understand. Reports shall be submitted electronically via email and shall be formatted in pdf, MS Word or MS Excel.

9. Key Personnel and Emergency Substitutions:

9.1. The Contractor shall assign to the contract the following key personnel:

9.1.1. Supervisors

9.2. During the first thirty (30) days of performance, the Contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, termination of employment or request of the Government. The Contractor shall notify the Contracting Officer immediately via telephone or email of the occurrence of any of these events and provide the information requested in paragraph 9.3. After the initial thirty (30) day period, the Contractor shall submit the information requested in paragraph 9.3, to the contracting office a minimum of thirty (30) calendar days prior to making any substitutions.

9.3. The Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, resumes for the proposed substitutes, and any additional information requested by the Contracting Officer. Once all requested information has been provided, the Contracting Officer will have fifteen (15) calendar days to provide a decision on the proposed substitute(s). The contract will be modified to reflect any approved changes to key personnel.

9.4. For temporary substitutions where the key person will not be reporting to work for three (3) or more consecutive work days, the Contractor will provide a qualified replacement for the key person. This substitute shall have comparable qualifications to the key person. Any period exceeding fourteen (14) consecutive days will require the procedure stated in paragraph 9.3.

Appendix A Parking Lot C access for valet only Front Entry of Hospital – Drop off/Pick up Area

PARKING LOT MAP

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Period of Performance:

11/01/2019 - 10/31/2020 Valet Parking Services as per SOW.

VA Central California Healthcare System Scope of Work: Valet Parking FY20 4/30/2019

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 52.252-2 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):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

C.3 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

(End of Clause)

C.4 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses or veteran-owned small businesses proposed as subcontractors in accordance with 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more service-disabled veteran-owned small businesses or veteran-owned small businesses for subcontract work of the same or similar value.

(End of Clause) C.5 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

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

(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 802.201 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 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov); and

(v) The business will comply with subcontracting limitations in 13 CFR 125.6, as applicable

(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 verified service-disabled veteran-owned small business concerns. Offers received from concerns that are not verified service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a verified service-disabled veteran-owned small business concern.

(c) Agreement. A service-disabled veteran-owned small business concern agrees that in the performance of the contract, the concern will comply with the limitation on subcontracting requirements in 13 CFR §125.6.

(d) A joint venture may be considered a service-disabled veteran owned small business concern if the joint venture complies with the requirements in 13 CFR 125.15, provided that any reference therein to SDVO SBC is to be construed to apply to a VA verified SDVOSB as appropriate.

(e) Any service-disabled veteran-owned small business concern (non-manufacturer) must meet the requirements in FAR 19.102(f) of the Federal Acquisition Regulation to receive a benefit under this program.

(End of Clause)

C.6 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

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

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

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

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

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

(e)…