36C26120Q0567-011.docx

36C26120R0034

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

Not Applicable 36C26120Q0567 04-24-2020 Leah Solomon 916-923-4524 04-29-2020

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 721110 $35 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 This Request for Quote is to establish multiple Blanket Purchase Agreement (BPA) for lodging homeless veterans within VISN 21 See the line items in Section B for a list of the requested locations and requirements.

Please read the instructions and respond accordingly.

See CONTINUATION Page X Stephanie San Juan 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:

B.2 INTRODUCTION

In the spirit of the Federal Acquisition Streamlining Act, the Department of Veterans Affairs and contractor hereby enter into a cooperative agreement, otherwise referred to as a Blanket Purchase Agreement (BPA), to further reduce the administrative costs of acquiring supplies/services.

The agreement details all services with accompanying prices and descriptions, which may be ordered under this BPA.

All orders (calls) placed against this BPA are subject to the terms and conditions of all the clauses and provisions in full text or incorporated by reference in this document. Calls are binding contracts when the contractor accepts the call in writing. Calls will be executed on a SF 1449 and must be signed by an authorized agent on behalf of the contractor.

GENERAL TERMS

a. Description of agreement. The supplier shall furnish supplies or services, described in general terms, if and when requested by the Contracting Officer during a specified period and within a stipulated aggregate amount, if any.

b. Extent of obligation. The Government is obligated only to the extent of authorized purchases actually made under the BPA. There is no minimum guarantee for the BPA.

c. Purchase limitation. The purchase limitation for an individual call is $7,000,000.00.

d. Individuals authorized to purchase under the BPA. Network Contracting Office (NCO) 21 Contracting Officers are the only individuals authorized to place calls under this Agreement. This authority may not be redelegated.

e. Delivery tickets. A requirement that all shipments under the agreement, except those for newspapers, magazines, or other periodicals, shall be accompanied by delivery tickets or sales slips that shall contain the following minimum information:

i. Name of supplier

ii. BPA number

iii. Date of purchase

iv. Purchase number

v. Itemized list of supplies or services furnished

vi. Quantity, unit price, and extension of each item, less applicable discounts (unit prices and extensions need not be shown when incompatible with the use of automated systems, provided that the invoice is itemized to show this information)

vii. Date of delivery or shipment

d. Invoicing Process: In accordance with FAR 13.303-4(a) Blanket Purchase Agreements (BPAs), the contracting officer shall insert in each BPA the clauses prescribed elsewhere in this part that are required for or applicable to the particular BPA. Refer to Local Clause 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS.

Period of Performance: 5/1/2020 – 4/30/2021 Primary PSC Code: V231

BPA CALL PROCEDURES

Contractor capabilities and capacity will be taken into consideration prior to assignment of a BPA Call.

Calls issued under this BPA will be considered an emergent response to an urgent lodging need in response to COVID-19. As a result, the Government may use oral quotes and streamlined procedures when selecting a contractor for the order (i.e. a review of standing pricelists). In addition, the Contracting Officer need not contact each of the Contractors under the Blanket Purchase Agreements before selecting the Contractor for a BPA Call if the Contracting Officer has information available to ensure that each Contractor is provided a fair opportunity to be considered for each BPA Call.

Contractors need not be given an opportunity to be considered for a particular order in excess of the micro-purchase threshold (currently $2,500) if the Contracting Officer determines that:

1. The Government’s needs for supplies or services are of such urgency that providing such opportunity would result in unacceptable delays;

2. Only one such Contractor can provide supplies or services required at the level of quality required because the supplies or services are unique or highly specialized.

3. The order may be issued on a sole-source basis in the interest of economy and efficiency as a logical follow-on to a BPA Call already issued if all Contractors were given a fair opportunity to be considered for the original BPA Call.

4. The work to be accomplished under this contract will be performed by issuance of a BPA Call. Contractor shall coordinate all work with the Contracting Officer in order that there will be a minimum of interruption and inconvenience to the Government.

As emergent needs of the Government, the Contracting Officer may permit only a few hours for each BPA holder to accept a call requirement. Contractors are required to respond to needs 24 hours a day, 7 days a week. Consequently, the contractor should identify a telephone number and email address with 24/7 availability in the Administration Section. Failure of awardees at a given tier to respond to a request within the time permitted will result in the Contracting Officer moving to the next tier.

Contractors will be given an opportunity to review the requirement and identify if they can meet the need.

WAGE DETERMINATIONS

The Service Contract Act applies for the services described in the Performance Work Statement (PWS). The applicable wage determination will be included at the time of the issuance of the call.

LIMITED EXEMPTION AND WAIVER BY OFFICE OF FEDERAL CONTRACT COMPLIANCE PROGRAMS

From March 17, 2020 to June 17, 2020, the following exemption and waiver extends to all affirmative actions and obligations of supply and service and construction contracts:

As a preamble to the insertion of 52.222-26: Notice: The following terms of this clause are waived for this contract: subparagraph (c)(2), (c)(3), (c)(4), (c)(5)(ii), (c)(6), (c)(8), and the phrase “on-site compliance evaluations and” in (c)(9).

As a preamble to the insertion of 52.222.35: Notice: The following terms of this clause are waived for this contract: in subparagraph (b), the phrase “and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans”; additionally, in subparagraph (b), the phrase “requirements of the equal opportunity clause at 41 CFR 60-300.5(a)” shall be interpreted to exclude in full paragraphs 2-7, 9-10, and 12 of 41 CFR 60-300.5(a), and the phrase “take affirmative action to employ, advance in employment and otherwise” from paragraph 1 of 41 CFR 60-300.5(a).

As a preamble to the insertion of 52.222-36: Notice: The following terms of this clause are waived for this contract: in subparagraph (a), the phrase “and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities”; additionally, in subparagraph (a), the phrase “requirements of the equal opportunity clause at 41 CFR 60-741.5(a)” shall be interpreted to exclude in full paragraphs 4-5 and 7 of 41 CFR 60-741.5(a), and the phrase “take affirmative action to employ and advance in employment individuals with disabilities, and to” from paragraph 1 of 41 CFR 60-741.5(a).

This exemption and waiver pertain only to the three programs administered by OFCCP and should not be interpreted as applicable to any other programs or laws administered by the Department of Labor. The exemption and waivers do not apply to the processing of complaints of discrimination under 41 CFR 60-1.21-1.24, 41 CFR 60-300.61 and 41 CFR 60-741.61. The exemptions and waivers also do not exempt a covered contractor from their obligation to comply with other federal, state and local civil rights laws.

Any calls issued outside of the three-month period will not be subject to the waiver, unless the Department of Labor issues an extension of the same.

B.3 NONPERSONAL SERVICES

a. In performance of this contract, the BPA holder will provide services as required by program offices to support management of their overall mission. This will be based upon the order's performance work statement for the specific effort. Orders will be formally issued to the BPA holder as opposed to individual BPA holder employees.

b. The services required under the Agreement constitute professional and management services within the definition provided by FAR 37.201. Under this Agreement the Government will obtain professional services, which are essential to the Department of Veterans Affairs mission but not otherwise available within Department of Veterans Affairs.

c. The Government will neither supervise BPA holder employees nor control the method by which the BPA holder performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual BPA holder employees. It shall be the responsibility of the BPA holder to manage their employees and to guard against any actions that are of the nature of personal services, or give the perception of personal services. If the BPA holder feels that any actions constitute, or are perceived to constitute personal services, it shall be the BPA holder's further responsibility to notify the Contracting Officer immediately.

d. These services shall not be used to perform work of a policy/ decision making or management nature. All decisions relative to programs supported by BPA holders will be the sole responsibility of the Government. Support services will not be ordered to circumvent personnel ceilings, pay limitations, or competitive employment procedures.

STATEMENT OF WORK (SOW) Blanket Purchase Agreement (BPA) VA VISN 21 Hotel/Motel Lodging for Veterans Impacted by COVID-19 FY20

SCOPE

The Statement of Work (SOW) defines the scope for lodging requirements. The Contractor shall provide authorized veterans with hotel/motel lodging. The homeless veterans to be provided room reservations will be those Impacted by COVID-19, specifically those who have tested positive, who are awaiting testing results, and/or who are healthy but have been exposed to the COVID 19. The Contractor shall provide standard hotel/motel lodging with the following items with all VA reservations:

· permit access for Veteran referrals to hotel van transportation and common areas such as lobbies, gyms, and dining rooms.

· limiting contact of Veteran referrals with hotel staff by limiting services such as baggage assistance or valet services, if offered, to only when necessary.

· providing personal protective equipment (PPE) to those who interact with Veteran referrals such as front desk staff, employees who clean rooms and wash linens, and any other staff that may come into contact with Veterans.

· Protect patients not infected and employees from acquiring COVID-19 infection.

· Shift priorities, resources, and standards of care to accommodate a large influx of infectious patients.

· Physically and functionally separate suspected or confirmed COVID-19 patients from individuals who have not been exposed to the virus.

AUTHORITY: The Department of Veterans Affairs established short-term lodging, in accordance with Temporary Lodging 38 USC 1708. This requirement is pursuant under the Veterans Health Administration – Office of Emergency Management, COVID-19 Response Plan, Incident-specific Annex to the VHA High Consequence Infection HCI Base Plan, Page 17 Contingency Planning https://www.va.gov/opa/docs/VHA_COVID_19_03232020_vF_1.pdf

FACILITITES UNDER THIS BPA/ VISN 21 LOCATIONS:

San Francisco VA Health Care System 4150 Clement Street San Francisco, CA 94121

Palo Alto VA Health Care System 3801 Miranda Avenue Palo Alto, CA 94304

Northern California VA Health Care System 10535 Hospital Way Mather, CA 95655

Central California VA Health Care System 2615 E. Clinton Avenue Fresno, CA 93703

Pacific Islands VA Health Care System 459 Patterson Road Honolulu, HI 96819-1522

Southern Nevada VA Health Care System 6900 North Pecos Road N. Las Vegas, NV 89086

Sierra Nevada VA Health Care System 975 Kirman Avenue Reno, NV 89502

PERFORMANCE PERIOD: The contractor shall complete required work detailed in this SOW upon contract award, unless otherwise directed by the Contracting Officer (CO). The performance periods of the contract are identified in Table 1.

Table 1 CONTRACT TYPE: This is a Blanket Purchase Agreement for rooms EXCLUSIVELY set aside for use of veterans.

The facilities do not guarantee a minimum quantity. Estimated annual quantity of rooms for each location are found in table 2.

Length of Stay – Initial seven-night stay with length of stay to be reduced or extended as authorized by VA. Expected average length of stay 14 days. See “Determination of Eligibility.”

VISN 21 Service Requestors and Estimated Rooms

Total

19,502

Table 2

EPISODE OF CARE/TREATMENT PROVIDED BY THE VA:

Please note that these teams have not yet been identified/developed and that they may look different from one VAMC to another dependent on the number of hotels/units, locations, and current staff. Each facility would provide the following:

· A Homeless Program COR for your VAHCS – there will be a primary COR for the VISN level contract, but each VAHCS will have a COR as alternates

· A dedicated multidisciplinary team of social workers, RNs, and an NP/APRN/RN with the following responsibilities:

· accepts referrals from within VA & the community and works with the COR to admit to the contracted hotels/motels

· works with local homeless service providers/partners on discharge planning for Veterans who are medically cleared exit the hotel/motel

· provides daily check-ins by phone/VVC

· provides in-person visits to the hotel/motel if deemed essential

· Clinical services to those in the hotels/motels

· Level one screenings/daily services: social workers provide daily phone/VVC contact for case management (housing, food, etc), clinical care (mental health & SUD) and screening for new/worsening COVID-19 symptoms

· Level two: RNs who would provide a secondary screening by phone for new/worsening COVID-19 or other medical symptoms (warm handoff from social worker directly to RN)

· Level three: NP/APRN/MD who would provide a third level screening for new/worsening symptoms COVID-19 or other medical symptoms (warm handoff by phone from RN directly to provider)

· Level four: NP/APRN/MD would arrange for transfer to a VAMC or other medical facility if Veteran requires ED/inpatient care

NON-NEGOTIABLE REQUIREMENTS: All rooms for this contract will be compliant with requirements outlined in The Americans with Disabilities Act (Public Law 101-336) (42 U.S.C. 12101 et. Seq.), the Hotel and Motel Safety Act of 1990 (Public Law 101-391) (15 U.S. C. 2201 et Seq) and compliant with the requirements of the National Fire Protection Association (NFPA) 101, Chapter 29, Life Safety code.

The contractor shall be paid full price based on awarded contract pricing for room reservations unless cancelled by the VA Contracting Officer’s Representative 24 hours in advance.

REQUIREMENTS: The contractor shall be responsible for ensuring contracted lodging facilities meets or exceeds the following criteria and are included with the awarded room price:

1. Lodging to be furnished to the Veteran patients authorized by the VISN 21 facilities. See “Determination of Eligibility.”

2. Lodgers must be able to check in at all hours.

3. All rooms must be compliant with requirements outlined in The Americans with Disabilities (ADA) Act (Public Law 101-336) (42 U.S.C. 12101 et. Seq.), and the Hotel and Motel Safety Act of 1990 (Public Law 101-391) (15 U.S. C. 2201 et Seq).

NOTE: ADA service animals will be allowed in the hotel and room.

4. All rooms must be located on the ground floor for handicapped patients, unless there is an accessible public elevator.

5. Rooms shall have at minimum one (1) double bed or larger for single occupancy.

6. Each Room shall have a bathroom.

7. Bar soaps and shampoos complementary

8. Working Refrigerators, microwaves, and TV in each room with remote and minimum basic cable to include network channels.

9. WIFI availability at no additional cost.

10. Hotel premises security will be provided and ensured.

11. Veterans residing in the shelter who have tested positive for COVID-19 or are awaiting testing should have limited use of transportation in hotel/motel vehicles, such as vans. They should also have limited access to common areas such as lobbies, gyms, and dining rooms.

12. Veterans residing in the shelter who have tested positive for COVID-19 or are awaiting testing should have limited contact with hotel staff by limiting services such as baggage assistance or valet services, if offered, only when necessary.

13. Prior to occupancy by new tenant, the rooms shall be thoroughly cleaned in accordance with CDC guidelines. A checklist shall be utilized with a rating system to evaluate the cleanliness of each room.

https://www.cdc.gov/coronavirus/2019-ncov/community/organizations/cleaning-disinfection.html

14. Housekeeping services will use CDC guidelines to clean rooms in regards to what to wear for Person Protective Equipment (PPE) while cleaning.

https://www.cdc.gov/coronavirus/2019-ncov/community/organizations/cleaning-disinfection.html

15. Lodging must be within 20 miles from each of the below locations, with the exception of the locations listed for the “Island of Hawaii,” Maui, Oahu, Kauai, Guam, and American Samoa. For these islands the hotel must be on each respective island:

DETERMINATION OF ELIGIBILITY

1) The contractor is expected to work with identified VA COR/Liaison to confirm each Veteran’s eligibility for a room reservation. The Contractor shall have capability of receiving emails from the VA that confirms a Veteran’s eligibility and reservation. Payment for Veterans admitted without an initial email regarding determination of eligibility may not be authorized for payment.

2) The contractor will be capable of providing rooms to Veterans the same day the reservations are made.

3) An email from the VA COR/Liaison with the Veterans name and start date constitutes authorization of an initial service period of up to 7 days (unless otherwise specified). The contractor will receive an email from the VA COR/Liaison if length of stay to be reduced or extended.

4) For Extension Requests the contractor is responsible for receiving email communication from the VA COR/Liaison regarding VA requests for stay extension of services beyond the initially authorized service period of 7 days via an authorized BPA call or modification to extend an existing BPA call.

CANCELLATION

1) Cancellation of a Veteran’s room by the contractor for policy violations or other reasons will be explained to the VA liaison immediately and no later than 24 hours.

2) Removal of Veterans from the hotel by hotel staff, security, local police, emergency medical personnel, etc. will be documented by the hotel and documentation will be made available to the VA.

3) Notification of ceasing payment for Veterans who are in the middle of a multi-day reservation will be communicated by email 24-hours in advance of reservation cancellation and remaining days will not be billed.

4) VA reserves the right to cease payment for any or all Veterans in the facility when it is determined to be in the best interest of the Veteran or VA in accordance with FAR 52.212-4(l) Termination for the Government’s Convenience.

INVOICES:

1) The monthly invoice is computed at the nightly rate multiplied by the total number of rooms occupied by Veterans for each night of the given month. Invoices should first be submitted to the VA COR for approval and signature by the 5th of the month immediately following the billing period in question. Once approved, invoices are to be submitted through the Tungsten Network (Electronic Invoicing System) by the 10th of the month immediately following the billing period in question.; all electronic invoices submitted should be accompanied by invoice bearing VA COR signature for reference of certifying official. (For additional information, Reference: VAAR 852.273-72 Electronic Submission of Payments pg.

23. and FAR 52.232-33 Payments by Electronic Funds Transfer—System for Award Management pg.27.)

Tungsten Network located at: http://www.fsc.va.gov/einvoice.asp

2) Payment to be made in monthly in arrears by certified invoices and must contain contract number and obligation number to be considered valid.

3) Invoices containing personal patient information and must be controlled.

4) The room rate per night will not include city, state or federal sales tax, from which the VA is exempt from paying.

SPECIAL NOTE: To be eligible for award under this solicitation, offeror must propose for use a facility that is compliant with the requirements of the Hotel and Motel Safety Act of 1990 (Public Law 101-391) (15 U.S.C. 220 et. Seq) and is listed on the U.S. Fire Administration Hotel and Motel National Master List found at http://www.usfa.fema.gov/hotel/search.cfm. Quotes proposing facilities that are not listed will not be evaluated for award. In addition, the offeror’s facility must be compliant with the requirements of the American Disabilities Act (Public Law 101-336) (42 U.S.C. 12101 et. Seq). Only hotels that can meet the requirements and provide items as listed above may respond to this solicitation. Award will be made to the offeror determined to be the Best Value to the government.

FACILITY PROGRAM OFFICE POINT OF CONTACT (AUTHORIZED USERS):

A. Contracting Officer's Representative (COR):.Stephen Bruner, COR, 925-628-3078 stephen.bruner@va.gov

B. Alternate Contracting Officer's Representative (COR): Iisha Toombs, COR 916-628-7532 iisha.toombs@va.gov

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

Lodging for San Francisco VA Health Care System

Lodging for Palo Alto VA Health Care System

Lodging for Northern California VA Health Care System

Lodging for Central California VA Health Care System

Lodging for Pacific Islands VA Health Care System

Lodging for Southern Nevada VA Health Care System

Lodging for Sierra Nevada VA Health Care System

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 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…