36C26123Q0102_2.docx

36C26123Q0102

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

640-23-2-5502-0001 36C26123Q0102 01-23-2023 Olivia Duarte 559-228-5382 01-30-2023

3:00 PM

PST

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno

CA

93721 X X 484210 $30 Million N/A X Department of Veterans Affairs VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto

CA

94304 Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno

CA

93721

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

PO BOX 149971

Austin

TX

78714-9971 See CONTINUATION Page Move Team Labor Personnel Services Note 1: This solicitation is set aside 100% SDVOSB.

All SDVOSB must be registered and verified in https://veterans.certify.sba.gov/#home Note 2: Offerors shall follow the submission instructions specified in FAR Provisions 52.212-1 and 52.212-2, and their addendums included in this solicitation. Failure to follow the instructions will result in an unfavorable evaluation and may not be considered for award.

Submit all quotes electronically to:

olivia.duarte@va.gov See CONTINUATION Page 640-3630162-5502-850100-2543 010050190 X Rico 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 Central California Health Care System 855 M Street, Suite 1020 Fresno CA 93721

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

VETERANS AFFAIRS PALO ALTO HEALTHCARE SYSTEM (VAPAHCS)

LABOR CONTRACT

STATEMENT OF WORK

1. Contracting Officer’s Representative (COR). Tim McCoy

2. Contract Title. Veterans Affairs Palo Alto Healthcare System (VAPAHCS) Labor Contract

3. Background.

VAPAHCS provides labor to assist with the relocation of property to and from the various VAPAHCS facilities.

4. Scope.

To provide labor services in the movement and shipment of government property between buildings and facilities across VAPAHCS to include, but not limited to:

Palo Alto Division 3801 Miranda Ave Palo Alto, CA 94304-1290

Menlo Park Division 795 Willow Road Menlo Park, CA 94025

Livermore Division 4951 Arroyo Road Livermore, CA 94550

San Jose, CA 95119

San Jose Clinic 5855 Silver Creek Place San Jose, CA 95138 Sunnyvale Research Center 1080 Innovation Way Sunnyvale, CA 94089

Fremont, CA 94538

Capitola, CA 95010-3906

Monterey Clinic 201 9th Street Marina, CA 93933

5. Specific Tasks.

5.1. The contractor shall provide two full-time equivalent laborers available Monday-Friday 7:30am – 4pm which includes a 30-min lunch break excluding federal holidays.

5.2. The laborers shall be in excellent physical condition and should be able to handle, lift or carry items weighting up to 70 pounds. The laborers shall comply with all required security requirements to obtain and maintain access to VA IT systems and PIV credentials.

5.3. Contractor shall provide professional, friendly, timely, safe, and efficient customer service and wear clean work uniforms which clearly identify their name, company, and service provided.

5.4. The contractor shall move and deliver items to the end users including furniture for the many major moves and projects for the Interior Designers, medical supplies, equipment, computers, printers, beds, stages, and whatever is needed and requested.

5.5. The contractor is required to use material handling equipment such as forklifts, pallet jacks, hand truck, machine carts and dollies.

5.6. The contractor is required to load all furniture, equipment, and supplies using proper care for delivery to using services. Some equipment due to its complexity have very special handling instruction that must be followed in transporting to its destination.

5.7. The contractor shall know how to load the cargo onto a vehicle and how to arrange the load so that the heavier items are placed at the bottom of the vehicle bed in such a way as to provide the most support to these items, how to build up the cargo, how to spread the load for best support and how to secure the load to prevent shifting or falling off the vehicle.

5.8. The contractor is required to put his or her name on all move request that they receive at the end of the move indicating or notating if the move was completed and the date of completion or partially completed if it was partially completed tell why so the Move Team coordinator can reschedule the move with the requesting services if need be or close out the request as being completed.

5.9. The contractor, when requested or notified, is required to assist Interior Design Services with the inventory and pick up of furniture items from Logistic Services Warehouse or direct delivery to designated locations- from various vendors and transport for storage and delivery to designated locations, the end user or other designated location, in addition to that the contractor will pick-up all excess furniture when request by the various services to return to storage for reuse or excess if not good for reuse that has occurred form renovation projects or relocation of Services. When receiving direct delivery from the vendors the contractor must verify the correct numbers of pieces are received and be very alert to examine for obvious defects. If preliminary inspection shows such evidence the contractor must assure it is noted on the carrier’s freight waybill or applicable delivery ticket.

5.10. The contractor must assure that each item received conforms to the specification contained in the purchase order, requisition or other authorized documents. Upon assuring all items received are as ordered, affixes his/her signature to the receiving reports of documents.

5.11. The contractor loads/uploads the vehicle by hand, sometime requiring help from others. He/she sees that the vehicle is not overloaded, and that the cargo is protected from weather elements and secure to prevent falling off the vehicle or shifting while being transported.

5.12. The contractor receives scheduling and instruction from the Move Team Supervisor/Coordinator regarding Move Request deliveries/pick-ups of furniture, items, medical equipment for all Division of the VAPAHCS.

5.13. The contractor is required to pass a forklift and electric powered pallet jack safety class and be issued a certification for both within 90 days of actual hire date. Additionally, contractor shall comply with all VA information security training and procedural compliance in order to possess a PIV and VA email account.

5.14. The contractor will be required to assist in preparing furniture, medical supplies and equipment for delivery to requesting services for patient treatment and use of it.

5.15. The contractor must be capable of reading, interpreting and understanding Engineering regulation, VA regulations, and other documents pertaining to the safe operation of government vehicles.

5.16. The contractor shall perform basic computer skills to include the usage of web based training and Windows based software (Word, Outlook, SharePoint, PowerPoint, and Excel).

6. Performance Monitoring The government will monitor the contractor in the performance of all duties outlined in this contract ensuring compliance with required training and safety policies.

Required Services (Tasks)

Paragraph Number or Section Methods of Surveillance

Safe pick-up, packaging, and delivery of items.

Customer Service

Training 5.1, 5.2, 5.5 - 5.12, 5.14

5.3

5.2., 5.13 Continuous monitoring. Periodic and Random inspections and observations.

Continuous monitoring. Periodic and Random inspections and observations.

Validated Customer Complaints

Continuous monitoring. Periodic and Random inspections and observations.

7. Security Requirements Upon contract award, all key personnel shall be subject to the appropriate type of background investigation or screening per VA/VHA directive 0710 and must receive a favorable adjudication from CCA Personnel Security Specialist or VA Security and Investigations Center (SIC) depending on investigation or screening required. This requirement is applicable to all subcontract personnel. If the investigation or screening is not completed prior to the start date of the contract, the Contractor will be responsible for the actions of those individuals they provide to perform work for VA.

Contract personnel who previously received a favorable adjudication as a result of a Government background investigation or screening may be exempt from this contract requirement. They must provide documentation to support the previous adjudication. Proof of previous adjudication must be submitted by the Contractor to the VA Contracting Officer. Proof of previous adjudication is subject to verification. Some positions maybe subject to periodic re-investigation/screening.

7.1. Position Risk/Sensitivity – For all positions required under this contract, the position risk/sensitivity has been designated as: Low Risk

7.2. Background Investigation/Screening – It is anticipated that the Contractor or contract personnel will be providing services at a VA facility(s) for MORE than 180 days under a single contract or series of contracts, or have access to VA computer data systems. The background investigation/screening commensurate with the requirements of this contract is: BI, MBI OR NACI

7.3. Contractor Responsibilities

a. The Contractor shall prescreen all personnel to ensure they are able to read, write, speak, and understand the English language.

b. The Contractor shall submit or have their contract personnel submit the following required forms to the Personnel Security Specialist or VA Contracting Officer, through the COR or Personnel Security Specialist, within five (5) business days of contract award.

7.4. Low Risk Investigative Requirements

a. All investigations must be completed through the Electronic Questionnaires for Investigations Process (e-QIP). All contractors must complete the Authorization for Investigation Worksheet before they can complete the online e-Qip.

b. Optional Form 306, Declaration for Federal Employment provide by VA point of contact.

c. Electronic Fingerprint Verification or FD 258, U.S. Department of Justice Fingerprint Applicant Chart.

c. Once the items requested are completed, the Contractor is authorized to provide services under the contract. As previously stated, if the investigation or screening is not completed prior to the start date of the contract, the Contractor will be responsible for the actions of those individuals they provide to perform work for VA.

d. The Contractor, when notified of an unfavorable determination by the Government, shall withdraw the contract person from consideration of working under the contract.

e. Failure to comply with these Contractor personnel security requirements may result in termination of the contract for default.

7.5. Government Responsibilities

a. The VA Contracting Officer will ensure a time for contract personnel to complete the fingerprint portion of this requirement, if any, and the COR will be responsible for performing any duties assigned by the VA Contracting Officer with regard to fulfilling the Contractor personnel security requirements described herein.

b. Upon receipt, the local VA facility or VA SIC, depending on the type of investigation/screening required, will review the accuracy of the items requested in paragraph above, and forward these items to OPM to conduct their portion of the background investigation or screening, as applicable.

c. The requesting VA facility will pay for any portion of the investigation or screening conducted by OPM, if any.

d. Depending on the type of investigation/screening required, the Personnel Security Specialist, or VA SIC will notify the VA Contracting Officer of the adjudicating results of the background investigation or screening.

e. The VA Contracting Officer and Personnel Security Specialist will ensure that the required investigations or screening have been completed or are in the process of being requested.

7.6. Personnel Identity Verification (PIV) of Contractor Personnel

In accordance with FAR 52.204-9 and VA Directive 0735 – Personal Identity Verification of Federal Employees and Contractors, any contract person who requires routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system will be required to verify their identity prior to providing services under the contract. Prior to providing services under the contract, each contract person will be asked to provide two (2) forms of identification from the Accepted Identification Documentation List to the appropriate VA representative in order to obtain a proper VA-issued identification card. See the Accepted Identification Documentation List provided below. The COR, or designee, will be responsible for sponsoring each contract person that requires a VA-issued identification card.

7.6.1. PIV ID Proofing Criteria

The following criteria must be met by all VA employees, contractors, and affiliates prior to being issued a PIV card or Temporary Identity Badge.

Continued Next Page Table of Accepted Identification (From Form I-9) Last Update: January 7, 2008

7.6.1.1. Two forms of identification are required from the above list of acceptable documents. Either of the following is accepted:

a. Two forms of identification from the left column (Federal or State Government issued picture ID)

b. One form of identification from the left column (Federal or State Government issued picture ID) and one form from the right column (Non-Picture ID or Acceptable Picture ID not issued by Federal or State Government).

7.6.1.2. The following rules apply for form identification:

a. Any form of identification used for ID proofing may not be expired (except U.S. Passport)

b. Department of Veterans Affairs site/facility badges are not accepted as a valid form of identification.

c. VA PIV Cards are federally issued ID cards and can be used as a valid form of identification.

d. Handwritten or photocopied documents are not accepted.

e. An ID issued before a legal name change (e.g. birth certificate or driver's license) can be presented as one form of ID if a legal document (e.g. marriage certificate/license or a court order) is also presented linking the previous name to the current legal name. The linking document has to display both the former and current legal names. Both documents must be valid and not expired (except U.S Passport). For example, a married woman may use both a certified copy of her birth certificate displaying her maiden name and a driver’s license displaying her married name as the 2 forms of ID compliant with PIV Guidelines, as long as she provides a marriage license displaying both her maiden name and married name.

f. The Applicant’s name listed on the VA PIV Registration Portal, Request for One-VA Identification Card, must match the name on one of the IDs presented by the Applicant.

g. The names on both forms of ID presented for ID proofing must match exactly. If one form of ID has a middle name or initial, the other form of ID must have a matching middle name or initial. One form can contain a middle name and the other can have a middle initial as long as the they match. ALL names must be accounted for on both forms of ID. Please see the acceptable and unacceptable ID proofing examples provided below.

ACCEPTABLE NAME VARIATIONS

ID # 1 – John Henry Smith; ID # 2 – John Henry Smith

ID # 1 – John H. Smith; ID # 2 – John H. Smith

ID # 1 – John Henry Smith; ID # 2 – John H. Smith

UNACCEPTABLE NAME VARIATIONS

ID # 1 – John Henry Smith; ID # 2 – John Smith

ID # 1 – John H. Smith; ID # 2 – John Smith

7.7. Access to and Safeguard of VA Information/Computer Systems

a. VA may provide contract personnel with access to VISTA and general files maintained on VA computer systems. Sharing of these access codes or misuse of VA information/computer systems is a Federal crime. When contract personnel no longer provides services to VA, the Contractor shall immediately inform the COR to deactivated their access. The COR is responsible for deactivation.

b. Computer access will require VA Cyber Security Awareness Training annually and acknowledge all agreements prior to access. (See attachment for security requirements). The COR is responsible for ensuring and documenting this requirement.

c. Contract personnel with Computer access will take necessary precautions to safeguard information and prevent disclosures. If contract personnel suspect a compromised they will report such knowledge to the COR that same day.

d. Remotely access will require prior approval from Information Security Officer (ISO).

e. The Contractor shall make its internal policies and practices regarding the safeguarding medical electronic information available to VA. Contractors are not authorized to employ a lesser requirement then what is established by this document.

f. Any changes in the VA directives during the term of this contract, shall be deemed to be incorporated into this contract.

8. Government-Furnished Equipment (GFE)/Government-Furnished Information (GFI).

The government will provide all transportation, materials, and tools each job and worksite.

9. Place of Performance.

Each day, the contractor laborers shall report to the Palo Alto Division to be dispatched according to the Move Team Supervisors work schedule. The contractor will be performing move services at the following locations (not all-inclusive):

Palo Alto Division 3801 Miranda Ave Palo Alto, CA 94304-1290

Menlo Park Division 795 Willow Road Menlo Park, CA 94025

Livermore Division 4951 Arroyo Road Livermore, CA 94550

San Jose, CA 95119

San Jose Clinic 5855 Silver Creek Place San Jose, CA 95138 Sunnyvale Research Center 1080 Innovation Way Sunnyvale, CA 94089

Fremont, CA 94538

Capitola, CA 95010-3906

Monterey Clinic 201 9th Street Marina, CA 93933

12. Period of Performance.

This contract shall be a base plus 4 option years to begin upon award from the contracting officer with a renewal every 12 months from that date with performance evaluation factoring.

VHA Supplemental Contract Requirements for Ensuring Adequate COVID-19 Safety Protocols for Federal Contractors

1. Contractor employees who work in or travel to VHA locations must comply with the following:

a. Documentation requirements:

1) If fully vaccinated, shall show proof of vaccination.

i. NOTE: Acceptable proof of vaccination includes a signed record of immunization from a health care provider or pharmacy, a copy of the COVID-19 Vaccination Record Card (CDC Form MLS-319813_r, published on September 3, 2020), or a copy of medical records documenting the vaccination.

2) If unvaccinated and granted a medical or religious exception, shall show negative COVID-19 test results dated within three calendar days prior to desired entry date. Test must be approved by the Food and Drug Administration (FDA) for emergency use or full approval. This includes tests available by a doctor’s order or an FDA approved over-the-counter test.

3) Documentation cited in this section shall be digitally or physically maintained on each contractor employee while in a VA facility and is subject to inspection prior to entry to VA facilities and after entry for spot inspections by Contracting Officer Representatives (CORs) or other hospital personnel.

4) Documentation will not be collected by the VA; contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

2. Contractor employees are subject to daily screening for COVID-19 and may be denied entry to VA facilities if they fail to pass screening protocols. As part of the screening process contractors may be asked screening questions found on the COVID-19 Screening Tool. Check regularly for updates.

a. Contractor employees who work away from VA locations, but who will have direct contact with VA patients shall self-screen utilizing the COVID-19 Screening Tool, in advance, each day that they will have direct patient contact and in accordance with their person or persons who coordinate COVID-19 workplace safety efforts at covered contractor workplaces. Contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

3. Contractor must immediately notify their COR or Contracting Officer if contract performance is jeopardized due to contractor employees being denied entry into VA Facilities.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Move team (two personnel) full time laborers to support/assist relocation of VAPAHCS property around the various locations within VAPAHCS.

Contract Period: Base POP Begin: 03-01-2023 POP End: 02-29-2024 PRINCIPAL NAICS CODE: 484210 - Used Household and Office Goods Moving PRODUCT/SERVICE CODE: V999 - Transportation/Travel/Relocation - Other: Other

MANUFACTURER PART NUMBER (MPN): NA

Move team (two personnel) full time laborers to around the various locations within VAPAHCS.

Contract Period: Option 1 POP Begin: 03-01-2024 POP End: 02-28-2025 PRINCIPAL NAICS CODE: 484210 - Used Household and Office Goods Moving

Move team (two personnel) full time laborers to around the various locations within VAPAHCS.

Contract Period: Option 2 POP Begin: 03-01-2025 POP End: 02-28-2026 PRINCIPAL NAICS CODE: 484210 - Used Household and Office Goods Moving

Move team (two personnel) full time laborers to around the various locations within VAPAHCS.

Contract Period: Option 3 POP Begin: 03-01-2026 POP End: 02-28-2027 PRINCIPAL NAICS CODE: 484210 - Used Household and Office Goods Moving

Move team (two personnel) full time laborers to around the various locations within VAPAHCS.

Contract Period: Option 4 POP Begin: 03-01-2027 POP End: 02-29-2028 PRINCIPAL NAICS CODE: 484210 - Used Household and Office Goods Moving

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 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 PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

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

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

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

(End of Clause)

C.3 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[X] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[X] 852.233–70, Protest Content/Alternative Dispute Resolution.

[X] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[X] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause)

C.4 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 before contract expiration.

(End of Clause)

C.5 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 before contract expiration; 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 five (5) years.

(End of Clause)

C.6 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.7 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…