36C26120Q0108-049.docx

36C26120Q0108

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

640-20-3-4047-0002 662-20-3-5075-0023

01-9-2020

RICO JOHNSON

916-923-4513 1-30-2020

12:00 PM 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

561421 $16.5 Million

N/A

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 telephone operators for the VA Palo Alto, Central California, and San Francisco Health Care Systems

See CONTINUATION Page

RICO L. JOHNSON

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 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:

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-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:

Performance Work Statement Telephone Operator / Switchboard Services VA Palo Alto, Central California, and San Francisco Health Care Systems Section 1: General Information

1.1 General: This is a non-personal services contract to provide telephone operator / switchboard services for the VA Palo Alto. Central California, and San Francisco Health Care Systems. The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn is responsible to the Government.

1.2 Period of Performance:

1.3 Place of Performance:

Palo Alto

3801 Miranda Ave Palo Alto, CA 94304

13 Operators Central California

2615 E. Clinton Ave Fresno, CA 93703

7 Operators San Francisco

4150 Clement Street San Francisco, CA 94121

7 Operators

1.4 Hours of Operation: Normal hours of operation are 24 hours a day, seven days a week, including holidays.

1.5 Type of Contract: The government will award a Firm Fixed Price contract.

1.6 Invoicing: All invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

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

More information on the VA Financial Services Center is available at http://www.fsc.va.gov/einvoice.asp.

Vendor e-Invoice Set-Up Information:

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

· Tungsten e-Invoice Setup Information: 1-877-489-6135

· Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

· FSC e-Invoice Contact Information: 1-877-353-9791

· FSC e-invoice email: vafsccshd@va.gov Section 2: Definitions & Acronyms

2.1 Definitions:

Contractor. A supplier or vendor awarded a contract to provide specific supplies or service to the government. The term used in this contract refers to the prime.

Subcontractor. One that enters into a contract with a prime contractor. The Government does not have privity of contract with the subcontractor.

Work Day. The number of hours per day the Contractor provides services in accordance with the contract.

Work Week. Monday through Friday, unless specified otherwise.

2.2 Acronyms:

Section 3: Government Furnished Property, Equipment, and Services

3.1 The Government will provide the facilities, all-necessary equipment, furnishings and materials to perform the required services. The Contractor shall provide materials particular to the operation of the Contractor's business.

3.2 The Government will furnish all or make available facilities for the Contractor. Facilities have been inspected for compliance with the Occupational Safety and Health Act (OSHA). No hazards have been identified for which work areas have been established. The fact that no such conditions have been identified does not warrant or guarantee that no possible hazards exist, or that work area procedures will not be necessary or that the facilities as furnished will be adequate to meet the responsibilities of the Contractor. Compliance with the Occupational Safety and Health Act and other applicable laws and regulations for the protection of employee is exclusively the obligation of the Contractor and the Government will assume no liability or responsibility for the Contractor's compliance or noncompliance with such responsibilities, with the following exception, if OSHA hazards arc found in the Government- furnished facility, the Government developed and approved plans of abatement, taking into account safety and health priorities. A higher priority of correction will not be assigned to the facilities provided hereunder merely because of this contracting initiative. Prior to any modification of the facilities performed by the contractor, the Contractor must notify the Contracting Officer and provide documentation describing in detail the modification requested. No alteration to the facilities shall be made without specific written permission from the Contracting Officer; however, in the case of alterations necessary for OSHA compliance, such permission shall not be unreasonable withheld. The Contractor shall return the facilities to the Government in the same condition as received, fair wear and tear and approved modifications expected. These facilities shall be used for performance of this contract only.

3.3 The Contracting Officer. Contracting Officer’s Representative (COR) and the Contractor shall inventory equipment and materials at the beginning and end of the contract. All shall jointly sign the inventory. A copy of the inventory list will be provided to Contractor. The following shall he determined:

· Working condition of equipment.

· Items beyond fair wear and tear.

· Items designated for replacement.

3.4 The Contractor shall notify the COR of any defective Government equipment immediately. The COR shall be responsible for assuring replacement of the defective equipment.

3.5 The Contractor shall be liable for damage to equipment and furnishings caused by the negligence of the Contractor. Equipment and furnishings damaged through normal wear and tear, and acts of God, shall not be the responsibility of the Contractor.

3.6 Equipment damaged by the Contractor shall be replaced by the Contractor not exceeding the actual cost of repair or replacement as appropriate, within 30 calendar days or sooner, which is dependent upon the critical value.

3.7 Equipment or furnishings damaged by Contractor's personnel and not replaced or repaired by the Contractor, as appropriate, shall be replaced or repaired by VA and charged to the Contractor.

3.8 Discrepancy reports regarding damaged property shall be prepared by the COR and submitted to the Contracting Officer for determination.

3.9 VA-owned equipment is subject to change and additional equipment may be implemented. Contract personnel shall be provided training on any new equipment.

3.10 Government Furnished Services: The Government will provide the following services at the contract site:

A. Telephone Services. The Government will provide one telephone instrument for the Contractor's use in conducting contract-related business.

B. Utilities. The Government will provide electricity, water, sewage and heating for the space to be occupied or used by the Contractor.

C. Space. The Government will provide the space to be utilized by the Contractor in providing contract-related services.

D. Custodial Services. The Government will provide custodial services consisting of the emptying of waste receptacles and ashtrays, the sweeping of floors and the replenishment of washroom supplies as needed. Will also provide routine cleaning as established by environmental Management Service policy.

E. Disposition of Property. The Government will give disposition instructions for item beyond repair in those cases concerning Government furnished equipment and furnishings.

F. Insect and Rodent Control. The government will provide the personnel, supplies and materials required for the elimination or control of insects and rodents.

G. Parking. The Government will not make special provisions for Contract personnel parking.

1) Vehicles will park only in designated areas. No parking areas, reserved parking and fire lanes are indicated by signs and appropriate curb markings.

2) Speed limit on the ground is 10 miles per hour, unless otherwise posted. Speed limit may be reduced depending upon weather conditions that may prevail.

3) Double parking, blocking crosswalks, parking at loading docks, parking within 15 feet of a fire hydrant and parking in fire lanes is prohibited.

4) Pedestrians have the right of way over all vehicles in all areas on VA facility grounds.

5) Parked vehicles should have the ignition key removed, windows closed and doors locked for protection of vehicle and its contents against theft.

6) Every effort will be made to protect vehicles and their contents, while parked on VA facility grounds; however, VA assumes no liability for loss from, or damage to privately/owned vehicles and contents.

7) Parking is permitted only in those areas designated and lined for parking. Vehicles found in other area will be ticketed.

Section 4: Contractor Furnished Items and Services The Contractor shall provide all equipment, supplies, management, supervision, personnel, and transportation except as specified herein as government-furnished, necessary to assure that all services are in accordance with the contract and all applicable laws and regulations. The contractor shall ensure all work meets performance standards specified in this Performance Work Statement (PWS) and referenced documents.

Section 5: Specific Tasks

5.1 The operators shall operate attendant Northern Telecom consoles, Model M1250, Digital paging system which is covered by the Stanford University Paging System. There are two (2) Northern Telecom SI-I/XT switches and one (1) Northern Telecom Option 21 switch, which serve the networks 4000 plus lines. The network consists of 96 combination FTS trunks, 54 DID trucks, 110 combination Central Office trunks (Pac Bell), and 18 dedicated outgoing Central Office trunks (Pac Bell).

5.2 Telephone/S14itehboard Operators' Tasks.

A. Answer and process all incoming calls.

1) Answer incoming calls politely, efficiently and in a friendly manner, even during heavy workload and crises periods. Calls shall he answered in priority order.

2) Incoming calls shall be routed appropriately throughout the facility.

3) Receive collect calls, only if authorized and obtain and record time and charges.

4) Responsible for immediate, professional responses to and recording the following: emergency alarms, codes, bomb threats, fires and disasters. They shall also be required to receive and transmit over two-way radios.

5) Follow instruction if a bomb threat is received. Written procedures and formats for this type of reporting are currently established in the telephone office.

6) Responsible for ensuring that no unauthorized long distance calls are made and no unauthorized collect calls are accepted.

7) Shall utilize the facility radio, overhead paging, pocket paging, and code-paging systems as required.

B. Assist in placing various types of outgoing calls and coordinating and patching through one or more stations when necessary.

1) Assist facility staff and patients, when necessary, in placing calls. Calls shall include, but are not limited to, commercial and Federal Telecommunication Systems (FTS) calls.

2) Politely, efficiently and in a friendly manner explain to users why calls cannot be completed as requested, if and when a situation of this type arises.

C. Reporting Telephone Equipment Malfunctions:

1) Maintain a log of all telephone equipment malfunctions and/or complaints regarding telephone service.

2) Upon request of callers, verify telephone equipment malfunctions and report them to Information Resources Management Service (IRMS)

5.3 Work shall he performed twenty-four (24) hours a day, seven (7) days a week, fifty-two (52) weeks a year, including all holidays. The shifts may include days, evenings and nights. The Contractor is responsible to provide coverage appropriate for the workload with the concurrence of the using service and final concurrence of the Contracting Officer. Vendor must submit staffing plan. Below is the staffing plan currently in place.

Palo Alto:

There are 5 day-shift operators which include 1 lead Operator; 2 swing shift Operators during the week, and 1 Operator during swing shift on weekend. 1 Operator for graveyard every night. There are also 2 part time Operators. A total of 13 Operators at Palo Alto.

Fresno:

There are 3 day-shift Operators; 1 swing shift Operator; 1 weekday graveyard Operator. On the weekend there is 1 weekend day shift Operator, 1 swing and 1 graveyard shift. A total of 7 Operators at Fresno San Francisco:

3 Operators during weekday day shift, 1 Operator on swing shift weekday, 1 Operator on graveyard weekday. On the weekend there is 1 Operator day shift, 1 Operator on swing shift and 1 Operator on grave shift. A total of 7 Operators at San Fran.

5.4 Work includes coverage of the following equipment: console switchboard, fax machine and audio, radio, visual and pocket paging systems, and reporting and recording trouble calls and moves, adds and changes (MACS).

5.5 In accordance with the Service Contract Act, the Contractor is required to pay personnel under these contract overtime rates for overtime worked at the rates listed in the price schedule.

5.6 Contract personnel shall index patient/employee locations via computer terminal; and operate emergency equipment pertinent to patient, alarms, police, fires and disasters.

5.7 All incoming calls both internal and external shall be answered within three (3) rings.

5.8 A Performance Evaluation Meeting will be held once a month to discuss and resolve any deficiencies to the contract. Other concerns of either the COR, CO or the Contractor will also be discussed during these meetings. This will be done on the regularly scheduled meetings with the Project Manager.

5.9 Personnel Qualifications and Requirements.

A. All Contract personnel shall receive training in VA procedures and policies. No contract personnel shall be assigned to work under the contract until initial orientation and training are completed. Contractor's training cost will be included in the proposed prices and will not be separately reimbursed.

B. Contract personnel shall wear comfortable clothes appropriate for an office environment.

C. All Contract personnel shall be required to wear an identification badge provided by VA.

D. Personnel rosters shall be provided to the Contracting Officer. Personnel not shown on the roster as regulars or alternates shall not be permitted to work at VA facility. A copy of the roster shall be provided to VA Police Service.

E. Contract personnel shall have automobile liability insurance in order to drive or park at VA facility.

5.10 Contractor's Responsibilities.

A. Contract personnel shall become familiar with the functions of the different services within the facility. With this knowledge, determine the area within the campus when the caller does not know the telephone extension.

B. Contractor shall at all times, including periods of excessively heavy workload and during absences of contract personnel, provide adequate coverage wherein telephone service is not impeded.

C. Contractor should also provide the following:

1) Providing training to subordinate employee.

2) Supervise audits and surveys of telephone instruments and supplies.

3) Supervise maintenance of various alarm systems.

4) Prepare duty and vacation schedules.

5) Planning the daily activities of the unit personnel.

6) Prepare and submit various reports.

a) Incident reports (i.e. failure to act promptly to notify code blue team or failure to follow emergency procedures) as well as caller's complaints.

7) Provide liaison between this facility and the Telephone Company

8) Check work assignments.

9) Correct deficiencies.

10) Maintain discipline within the area.

D. The Contractor shall provide a comprehensive plan detailing continuity of telephone services during contractor employee outages. The plan shall detail how the contractor plans to deal with inclement weather or other problems that would impede telephone services.

E. The Contractor shall provide a comprehensive plan describing a methodology for providing this service when the volume exceeds 20% of the telephone workload that is normally received.

F. The Contractor shall ensure that Contract personnel comply with the Privacy Act and the Freedom of Information Act.

G. The Contractor shall ensure that regulations, manuals, telephone and FTS directories and other communications guidelines are kept updated as often as changes are made.

5.11 Insurance and Employee Benefits Requirements. Contractor shall be responsible for protecting the personnel furnishing services under this contract. The Contractor shall provide the following coverage for its personnel:

A. Workers' compensation B. Liability Insurance C. Income tax withholding D. Social Security withholding E. Health Benefits F. Vacation and holiday

5.12 Manuals — Policies Procedures and Regulations.

A. Documents applicable to this Performance Work Statement are listed below. These documents are mandatory. At the start of this contract, the Government shall provide one copy of all mandatory regulations, manuals and specifications listed below to the Contractor. Supplements and amendments shall be updated by VA and a copy will be provided to Contractor for filling to appropriate procedures manual. The policies and procedures of mandatory directives shall be adhered to at all times. It is the Contractor's responsibility to ensure that all mandatory publications are posted and up to date. The manual shall be available to the COR for inspection at any time.

1) Facility Policies concerning Fire and Safety Programs (GOCO only)

2) Facility Policy concerning Disaster Plan

3) Local Medical Center Policies (such as MP-3, Part 3, CFR 29 & Medical Center Memos) Standard Operating Procedures Handbook

4) Federal, State and Local Safety and Fire Regulations (Such as national Fire Codes) Privacy Act

5) Freedom of Information Act

5.13 Fire and Safety Prevention. Government-Owned Contractor Operated (GOCO) only.

A. In the performance of this contract, the Contractor shall take all fire and safety precautions as not to endanger the lives and health of occupants of the building.

B. Fire and Safety deficiencies created by contract personnel shall be corrected immediately.

C. Contract personnel shall comply with applicable Federal, State, local and VA fire and safety regulations and codes. The contractor shall keep abreast of and comply with changes in these regulations and codes applicable to the contract.

5.14 Performance Requirements Summary Table

Answer and process incoming calls See 5.2 (a) of PWS Answer incoming. Calls shall he answered in priority order. Incoming calls shall be routed appropriately throughout the facility.

Immediate, professional responses to and recording the following: emergency alarms, codes, bomb threats, fires and disasters. They shall also be required to receive and transmit over two-way radios.

Periodic surveillance by the COR

Outgoing calls, coordination and patching through stations See 5.2 (b) of PWS Assist facility staff and patients, when necessary, in placing calls. Calls shall include, but are not limited to, commercial and Federal Telecommunication Systems (FTS) calls.

Politely, efficiently and in a friendly manner explain to users why calls cannot be completed as requested, if and when a situation of this type arises Periodic surveillance by the COR

Reporting Telephone Equipment Malfunctions See 5.2 (c) of PWS

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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 52.217-8 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.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed three (3) years.

(End of Clause)

C.4 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

(End of Clause) C.5 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (DEVIATION)

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

(1) Means a small business concern:

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

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

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

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

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

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

(b) General.

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

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

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

(d) Agreement. Agreement. When awarded a contract (see FAR 2.101, Definitions), including orders under multiple-award contracts, or a subcontract, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR part 121.406 and 125.6, provided that for purposes of the limitations on subcontracting, only VIP-listed SDVOSBs shall be considered eligible and/or “similarly situated” (i.e., a firm that has the same small business program status as the prime contractor). An independent contractor shall be considered a subcontractor. An otherwise eligible firm further agrees to the following:

(1) Services. In the case of a contract for services (except construction), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(2) Supplies or products.

(i) In the case of a contract for supplies or products (other than from a nonmanufacturer of such supplies), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(ii) In the case of a contract for supplies from a nonmanufacturer, it will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) is granted.

(3) General construction. In the case of a contract for general construction, it will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(4) Special trade contractors. In the case of a contract for special trade contractors, it will not pay more than 75% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(5) Subcontracting. Any work that a VIP-listed SDVOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, cost of materials is excluded and not considered to be subcontracted. For mixed contracts and additional limitations, refer to 13 CFR 125.6.

(e) Joint ventures. A joint venture may be considered an SDVOSB if the joint venture is listed in VIP and complies with the requirements in 13 CFR 125.18(b), provided that any reference therein to service-disabled veteran-owned small business concern or SDVO SBC, is to be construed to mean a VIP-listed SDVOSB.