36C26120Q0102-001.pdf

PAGE 1 OF 56 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. DUNS: DUNS+4:

PHONE: FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

662-20-1-826-0004

36C26120Q0102 11-19-2019

Mike Anda 916-923-4543 11-29-2019

3:00PM PST

612MCP

Department of Veterans Affairs

VA Sierra Pacific Network (VISN 21)

VA Northern California HealthCare System

5342 Dudley Blvd, Bldg 209

McClellan CA 95652-2609

X

621999

$16.5 Million

N/A

X

VA Northern California Healthcare System

5342 Dudley Blvd., Bldg. 209

McClellan CA 95652

612MCP

Department of Veterans Affairs

Department of Veterans Affairs

VA Northern California HealthCare System

3230 Peacekeeper Way, Bldg. 209

McClellan CA 95652-1012

Department of Veterans Affairs

FMS VA-9(101) Financial Services Center

PO Box 149971

Austin TX 78714-9971

See CONTINUATION Page

The contractor shall provide Extracorporeal Membrane

Oxygenation (ECMO) transportation services for the

San Francisco VA Medical Centerin accordance with the Performance Work Statement (PWS).

See CONTINUATION Page

X

Michael S. Anda

36C26120Q0102

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

SECTION C - CONTRACT CLAUSES

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

2018)

C.2 52.216-21 REQUIREMENTS (OCT 1995)

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.4 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-

OWNED SMALL BUSINESS EVALUATION FACTORS (OCT 2019)

C.5 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

C.6 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND

COMPLIANCE (JUL 2018)

C.7 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.8 VAAR 852.237-70 INDEMNIFICATION AND MEDICAL LIABILITY INSURANCE

(OCT 2019)

C.9 VAAR 852.270-1 REPRESENTATIVES OF CONTRACTING OFFICERS (JAN

2008)

C.10 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.11 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (OCT 2019)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (OCT 2018)

E.2 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (AUG 2019)

E.3 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.4 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.5 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL ITEMS (OCT 2018)

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: Mike Anda, Contracting Officer 36C261

Department of Veterans Affairs

VA Sierra Pacific Network (VISN 21)

VA Northern California HealthCare System

5342 Dudley Blvd, Bldg 209

McClellan CA 95652-2609

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other []

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-9(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:

AMENDMENT NO DATE

Performance work statement

1. General Specifications

a. Purpose: The contractor will provide ambulance services as needed for beneficiaries of the San Francisco Veterans Affairs Health Care System

(SFVAHCS). These services are to assure appropriate and safe transportation for authorized beneficiaries between SFVAHCS and UCSF, requiring mechanical circulatory support (MCS) or extracorporeal membrane oxygenation (ECMO) ambulance transportation. The contractor will provide ambulance services, to include staff, equipment, supplies that might be required.

2. Performance Criteria

a. The contractor shall provide ambulance services that meet the following criteria:

i. Response time:

1. Response time is calculated from the receipt of the telephonic request for service.

2. At the time of the request, contractor shall acknowledge and communicate their ability to provide the service within the requested response time. If the contractor is unable to meet the request, contractor must identify and coordinate transportation with a sub-contractor, who would be required to meet the same performance work statement and criteria.

3. The contractor shall respond to all requests within 1 hour of telephonic request.

ii. Equipment: Contractor must have the following equipment available and ready:

1. Extracorporeal membrane oxygenation (ECMO),

2. Intra-aortic balloon pump (IAPB),

3. Left ventricular assist devices (LVADs),

4. External pacemakers,

5. ECMO disposables, i.e. oxygenator, arterial/venous canula,

6. And knowledge to manage impella devices.

iii. Staff: Contractor must have the following staff available and ready:

1. Physician,

2. Mechanical circulatory support specialist,

3. Critical care transport registered nurse, and

4. Critical care transport emergency medical technician.

iv. Conversion: When necessary, Contractor must be able to cannulate patients. Contractor will convert patients from VA ECMO, IABP, mechanical ventilator and external LVAD support system to their transport versions, at bedside at the patient.

v. Trip documentation: The contractor shall document each transport with an appropriate document that specifies the date, patient name, social security number, time of pick-up, destination, time of drop-off, and any notes about issues particular to the specific transport, including recording oxygen, cardiac monitoring, and other services provided. The contractor shall leave a copy of this form with the authorized VA staff (or a copy will be mailed to the specified VA location). These forms will serve as documentation of the transport and will be a source document for reconciliation of the contractor’s filed claims for VA payment.

vi. Ordering procedures: Authorized VA staff will telephonically notify the contractor of a request for service. The contractor must not transport any patient without first having VA authorization. (The contractor may propose the use of alternative ordering procedures/systems such as electronic notification. The VA may accept such procedures after consideration and the specific processes will be so documented if accepted.) Authorized VA staff may place orders at any time during the day or night. The contractor must be prepared to accept orders and to provide service 24 hours a day, 7 days per week. When placing orders, VA staff must specify any special services needed, such as oxygen, cardiac monitoring, etc.

vii. Origin and Destination: Patients may be transported to or from any designated location within the defined service area. Most transports will be between VA facilities or between a VA facility and a community health resource. The VA staff will specify the points of origin and the destination of every trip.

viii. Emergency diverts: The contractor may determine that a patient requires an emergency divert from a planned transport due to a medical emergency with the patient being transported. Such diversions are allowed as necessary, however, the contractor must notify the VA as soon as possible.

3. Vehicle Standards:

a. The contractor will provide services utilizing ambulances that are licensed and meet the minimum vehicle requirements mandated by the State of California, the California

Highway

Patrol Ambulance Service criteria, and any mandated local codes or industry standards.

b. The VA reserves the right to inspect the contractor’s equipment and vehicles or require documentation of compliance with contract specifications and State laws, rules, regulations, and guidelines governing medical transport vehicles (ambulances). VA inspections of contractor facilities shall in no way constitute a warranty by the VA that the contractor’s vehicles and equipment are properly maintained. The VA reserves the right to restrict the Contractor’s use of equipment and vehicles which are in need of repair, unclean, unsafe, damaged on the interior or exterior body, and are not in compliance with contract requirements. The restriction of such equipment and vehicles shall not relieve the contractor from performing in accordance with the strict intent and meaning of the contract without additional cost to the Government.

c. The Ambulance will comply with GSA Specifications KKK-A-1822.

i. The Contractor that is providing ambulance services shall provide oxygen when it is requested by authorized VA personnel or required by the patient’s medical condition. Oxygen required for ambulance services shall be at the rate and price shown in the Schedule B of Services and Prices.

d. The Contractor shall not be permitted to borrow medical equipment from any medical facility.

e. The Contractor shall provide all medications required while in transport, sheets and blankets and other equipment and supplies required for use while in transport, for direct patient care. Contractor shall at no time and under any circumstances exchange supplies, equipment and/or medication with the VA. All vehicles used for care and transport, shall include all equipment in paragraph 2ii.

4. Contractor Personnel Qualifications:

a. All Contractor personnel performing contract services shall meet the qualifications as specified in this contract, as well as any qualifications by Federal, State, County, and local government entities from the place in which they operate. Contractor personnel shall meet these qualifications at all times while performing contract services.

b. The contractor shall not employ any persons for work on this contract if such employee is considered by the VA Contracting Officer (CO) to be a potential threat to the health, safety, security, or operations of the VA, its facilities or its staff.

c. Contractor’s employees shall understand, speak, read, and write the English language at a level, which promotes effective communication.

d. All contractor employees must have current and valid licenses/certifications before they can begin work on this contract. A copy of all certifications and/or other credentials shall be provided to the VA upon request by the CO or

Contracting Officer Representative (COR).

e. No employee of the contractor can be a Federal employee, nor can they have any conflict of interest either real or perceived.

f. Identification badges: All contractor employees shall wear appropriate identification that can clearly identify them by name, title, and by job performed.

g. Training: All contractor personnel will have ongoing documented training to maintain their appropriate levels of competency. Records and certifications shall be maintained by the contractor and available for VA inspection upon request. All attendants on the ambulances must have current CPR certification and basic first aid training along with their required certifications. Contractor employees must be trained on the appropriate handling of Mental Health patients and those patients that are developmentally disabled.

h. During the period of performance, if the Contractor proposes to add-on or replace personnel to perform contract services, the Contractor shall submit the required evidence of training, certifications, licensing, and any other qualifications to the Contracting Officer.

i. Critical Care Transport Emergency Medical Technician (CCTEMT) and

Paramedic Qualifications: EMT’s and Paramedic’s providing service under this contract shall hold a valid and current California EMT certificate. EMT’s shall comply with all re-certification and continuing education required under California

Code of Regulations §100080 and any applicable local rules or ordinances.

j. Critical Care Transport Registered Nurse (CCTRN): Personnel assigned by the

Contractor to perform services by this contract shall be Licensed Registered

Nurses in the State of California.

k. Ambulance Driver: All drivers shall have a valid State of California operator’s license to perform the services they perform, be capable of administering oxygen and have successfully completed the Standard and Advance First Aid Course of the American Red Cross or equivalent and be capable of providing necessary medical assistance to the attending medical care specialist.

5. Patient’s Rights:

a. The Contractor shall be courteous to VA beneficiaries and shall not smoke while transporting patients.

b. The Contractor shall immediately notify the VA of any incidents involving injury to

VA patients during transport.

c. The Contractor shall notify the COR, in writing within 24 hours of any complaint made by the patients or staff with regards to the ambulance service. The COR will report to the Contracting Officer. The Contracting Officer may request an investigation by the Contractor and a Plan of Correction.

d. The contractor shall be held responsible for patient welfare during transport. The contractor shall be held responsible for patient and/or Government property during transport. Any damaged or lost wheelchairs, walkers, crutches or personal belongings will be replaced by the contractor at no additional cost to the

Government or beneficiary.

e. The Government requires the contractor to exercise extreme caution and care in the handling of patients. Any abuse of patients will be grounds for default action or Termination of the contract.

f. In the event a patient's condition worsens during transport, the Contractor shall transport the patient to the closest facility appropriate for the required care. In the event a patient should expire during transport the Contractor shall return with the patient back to the origin point.

6. Infection control requirements.

a. Health tests. Contractor attests that assigned personnel have fulfilled all testing and screening requirements as described below prior to first duty shift.

Evaluations and tests shall be current within the past year, except as noted. At the VA’s request, Contractor shall provide proof that all requirements are current and fully met as described within 2 business days of request.

b. Tuberculosis Screening and Testing.

i. For those with previous documented positive Purified Protein Derivative

(PPD) test results: All Contractor personnel shall provide a note from their physician, dated within the past three months stating they are free of any signs and symptoms of tuberculosis. This evaluation will be renewed annually.

ii. For those with previously negative PPD skin test results: All Contractor personnel shall provide proof of a negative reaction to PPD testing, performed in accordance with the latest CDC standards and

CDHC/California Tuberculosis Controllers Association guidelines, within the past 6 months. This test shall be renewed annually.

iii. For PPD skin converters (a change from a previously negative skin test to positive; defined as an increase in duration of 10mm or more with 2 years): An evaluation from their physician within 30 days of the positive test stating they are free from signs/symptoms of TB and indicating whether prophylactic treatment is indicated. If treatment is indicated, a note from the physician stating it was satisfactorily completed.

c. Rubella Testing. All Contractor personnel shall provide proof of immunization for measles, mumps, rubella or a rubella titer of 1.8 or greater. If the titer is less than

1.8, a rubella immunization shall be administered with a follow-up documentation provided to the COR.

d. Varicella (Chicken Pox) Testing. Provide a history of varicella or, if unknown, results.

7. SPECIAL REQUIREMENTS

a. Ambulance Medical Equipment: Each ambulance shall have patient compartment facilities, oxygen, and suction systems and environmental climatic supplies as required by the Federal Specification for Ambulances, KKK-A-1822.

b. Licenses and other Certifications: The Contractor SHALL have all necessary license(s) and certifications for the service area.

c. Offerors for services in San Francisco shall comply with the requirements in San

Francisco Health Code 903. For information contact the City and County of San

Francisco, Emergency Medical Service Section, 68 12th Street, Suite 220, San

Francisco, CA 94103, 415/ 355-2600.

8. Patient Information - Patient information, no matter how developed shall be treated as privileged information under the privacy act and applicable release of information guidelines. Lists and/or names of patients shall not be disclosed to or revealed in any way for any use outside the VA San Francisco without prior written permission by the

Chief of Medical Staff.

9. Release of Medical Information - The paramedics shall only release medical information obtained during the course of this contract to other VA or medical treatment facility staff involved in the care and treatment of that individual patient.

10. Patient Sensitivity - Contract paramedics shall respect and maintain the basic rights of patients, demonstrating concern for personal dignity and human relationships.

Paramedics receiving complaints validated by the COR and Chief of the Medical Staff shall be subject to counseling and, depending on the nature and severity of the complaint, separation from performing services under this contract.

11. Orientation Period

a. Contractor(s) Phase In: To ensure a smooth changeover from a current contract to a new contractor, a sixty (60) calendar day phase in period is required. The current contractor(s) shall be cooperative to ensure a smooth changeover is accomplished during the phase-in and phase-out periods. The contractor(s) shall ensure that all training requirements for the newly hired employee(s) are completed before contract start date.

b. Contractor(s) Phase-out Requirements: During the phase-out period, the incumbent contractor(s) shall be fully responsible for all work performed under this Performance Work Statement (PWS). A sixty (60) calendar day phase out period is required. The incumbent contractor(s) shall cooperate fully to permit an orderly changeover of workload. The incumbent contractor shall allow the new contractor and government personnel access on a non-interference basis, to observe the day-to-day operations and to become familiar with the work requirements and procedures.

c. Ambulance service provider must have a license to provide ambulance services from the California State Department of Health, EMS Division and the applicable

County(ies) and zones in which award was made.

d. Access government facilities in order to familiarize supervisors, key personnel, and staff with equipment, reporting, work schedules and procedures. However, such access will not interfere with the production efforts of current work force. To preclude such interference, arrangements for access to government facilities will be made with the CO or COR.

e. Provide EMT-Paramedic, State of California license, etc. within 5 business days before period of performance begins.

12. Quality Control (QC)

a. The contractor shall develop, submit for contracting office acceptance, and maintain a quality control program to ensure the requirements of this contract are performed in accordance with established standards. The contractor shall develop and implement procedures to identify, prevent and ensure nonrecurrence of defective services. As a minimum the contractor shall develop quality control procedures (QCP) addressing the areas identified in the service summary. The contractor shall make appropriate modifications (at no additional costs to the government) and obtain acceptance of the plan by the CO. The VA shall reserve the right to determine contractor QCPs unacceptable at any time during contract performance. If a QCP is found to be unacceptable, the contractor shall be notified, and the CO will take action to enforce the inspection of services clause requiring an inspection system acceptable to the government.

13. Quality Assurance

a. According to the contract’s inspection clause, the government will evaluate the contractor’s performance under this contract. The COR is a representative of the

CO and will participate in the administration of this contract. Any matter concerning a change to the scope, prices, terms, or conditions of this contract shall be referred to the CO. All services to be performed by the contractor during the period of this contract will be subject to review by the CO or COR.

b. Contractor Response Time: The contractor shall provide written response addressing the root cause, corrective action and preventive action(s). The contractor will be given up to 48 hours to answer a customer complaint.

Performance Objective PWS Para Acceptable Quality

Level

Service: Provide 24 hour certified paramedic personnel and ambulances services required for patient transport in support of Veteran beneficiaries.

100%

Ambulance Response: Response time to

Urgent calls within 1 hour response time.

Response time to Standard calls within 2 hour response time.

No more than 1 late response in a contract period of performance.

Certification Requirements: Current BLS, ACLS and NREMT Paramedic certification on file for contract personnel

100% of staff must meet

Health Requirements: Physical examinations and required immunizations current and on file for contract personnel.

100% of staff must meet

Quality Control Plan: Contractor shall maintain quality program to ensure requirements to meet established standards.

90%

Conversion: Contractor must be able to convert patients from VA ECMO, IABP, mechanical ventilator and external LVAD support system to their transport versions, at bedside at the patient.

100%

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBE

R

DESCRIPTION OF

SUPPLIES/SERVIC

ES

QUANTIT

Y

UNI

T UNIT PRICE AMOUNT

7.00 TRP ________________

The contractor shall provide Extracorpeal Membrane Oxygenation transportation services for the San Francisco VA Medical Center in accordance with the Performance Work Statement (PWS).

Contract Period: Base POP Begin: 12-01-2019 POP End: 11-30-2020

GRAND TOTAL ________________

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS (OCT 2018)

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

Government must exercise its post-acceptance rights—

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

and

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims

Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the

Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the

Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the

Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

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

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

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

(i) Payment.—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt

Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-

5(b) for the appropriate EFT clause.

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

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

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

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

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

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

(D) Contractor point of contact.

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

Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the

Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the

Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The

Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the

Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain

Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and

41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with

Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service

(TOS), or similar legal instrument or agreement, that includes any clause requiring the

Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The

Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the

Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) 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 11/30/2020.

(End of Clause)

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

C.4 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND

VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (OCT 2019)

(a) In an effort to achieve socioeconomic small business goals, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business status and their proposed use of eligible service-disabled veteran-owned small businesses (SDVOSBs) and veteran-owned small businesses (VOSBs) as subcontractors.

(b) Eligible service-disabled veteran-owned small businesses offerors will receive full credit, and offerors qualifying as veteran-owned small businesses will receive partial credit for the

Service-Disabled Veteran-Owned and Veteran-Owned Small Business Status evaluation factor.

To receive credit, an offeror must be registered and verified in the Vendor Information Pages

(VIP) database.

(c) Non-Veteran offerors proposing to use SDVOSBs or VOSBs as subcontractors will receive some consideration under this evaluation factor. Offerors must state in their proposals the names of the SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts. In addition, the proposed subcontractors must be registered and verified in the

VIP database.

(d) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.5 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

(a) The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses (SDVOSBs) or veteran-owned small businesses (VOSBs) 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 SDVOSBs or VOSBs for subcontract work of the same or similar value.

(b) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.6 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING

AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the

Contracting Officer may use the services of a support contractor(s) to assist in assessing

Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an

“Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor compliance with the subcontracting commitments.

(End of Clause)

C.7 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT

REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a

Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

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

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

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

Standards Institute (ANSI).

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

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting

Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office.

Submission of payment requests by mail may be required for—

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

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

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

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

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

(End of Clause)

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