36C26123Q0278 HI Food Service SA SDV.docx

36C26123Q0278

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

36C26123Q0278 01-19-2023 Brandy Gastinell 916-923-4551 02-01-2023

10AM

PST

612MCP

Department of Veterans Affairs Spark M. Matsunaga VA Medical Center 459 Patterson Rd Honolulu

HI

96819 X X Y 722310 $41.5 Million N/A X Department of Veterans Affairs Center For Aging (CFA) 110 Krukowski Road, Building 110 Honolulu

HI

96819

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 Request for Quote (RFQ) to provide Food Services for the CFA as described within this RFQ and all attachments.

VA Contracting POC: Brandy Gastinell Brandy.Gastinell@va.gov **Offerors must be registered in the U.S. Department of Veterans Affairs Vendor information Pages (VIP) database and be listed as “Verified” as an SDVOSB concern on the date quotes are due.**

BASE YEAR: 03/01/23- 02/29/2024

OPTION YEAR 1: 03/01/2024- 02/28/2025

OPTION YEAR 2: 03/01/2025- 02/28/2026

OPTION YEAR 3: 03/01/2026- 02/28/2027

OPTION YEAR 4: 03/01/2027- 02/29/2028

See CONTINUATION Page X Brandy Gastinell

VA-VHA-2020-6F54476D

The VA Pacific Islands Healthcare System’s Center for Aging (CFA) located on the grounds of Tripler Army Medical Center, Honolulu, HI 96819 will need meal services to be provided to patients within the CFA three (3) times a day, seven (7) days a week, three hundred sixty-five (365) days a year. This firm-fixed price solicitation is being conducted in accordance with FAR Part 13 Simplified Acquisition Procedures and the corresponding NAICS Code is 722310 Food Service Contractors, Size Standard: $41.5M.

Please see RFQ document 36C26123Q0278 for requirements.

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 Brandy Gastinell

Department of Veterans Affairs Spark M. Matsunaga VA Medical Center 459 Patterson Rd Honolulu HI 96819

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:

PERFORMANCE WORK STATEMENT

FOOD SERVICES FOR THE CENTER FOR AGING (CFA), HONOLULU, HI.

A.1. GENERAL DESCRIPTION: The contractor shall provide all labor, subsistence, equipment, materials, supplies, supervision and services which include preparing and providing three meals a day to the Center for Aging (CFA), 110 Krukowski Road, Building 110, Honolulu, HI, a 54-bed facility located on the grounds of Tripler Army Medical Center, Honolulu, Hawaii 96819. The CFA houses residential program(s) such as the Community Living Center (CLC) and Post Traumatic Stress Disorder Recovery Rehabilitation Program (PRRP).

A.1.1. The CFA meal service is for an estimated 65,700 meals annually. Additional meal trays are included in the annual estimate to serve as back-up for each meal service time. Providing meal service to patients within the CFA for meals three (3) times a day, seven (7) days a week, three hundred sixty-five (365) days per year for the following meal service times: breakfast: 7:30am to 8:30am, lunch: 12pm to 1pm and dinner: 5pm to 6pm.

A.1.2. To accommodate transport times the contractor shall have meals ready for pick up at the following times: breakfast: 6:00 am, lunch: 10:30 am, and dinner: 3:30 pm. The food is picked up by VA contracted food transport services. Delivery may be required in emergent need.

A.1.3. The contractor shall also provide personnel and facilities to facilitate the preparation of and approval of all rotating menus in accordance with all applicable Federal, State, and local health and sanitation regulations.

A.1.4. The contractor shall provide a start-up/transition plan in narrative and/or chronological format detailing how the SOW minimum requirements will be met at contract award. A successful offeror will provide service for the contract period of (1) Year; a 12-month Base Year, with the potential opportunity of plus four (4) 12-month Option Years.

B.1. FACILITIES AND EQUIPMENT: The contractor shall be located in Honolulu, Hawaii. The contractor’s service facility shall be able to accommodate the transport truck for meal pick up. The contractor shall provide proof of local Department Of Health clearance (i.e. green placard).

C.1. GOVERNMENT-OWNED EQUIPMENT: The VA Center For Aging will provide dessert, salad, and soup bowls, plates with covers, tumblers, silverware, trays, serving and transport carts to be utilized for this contract.

D.1. PAYMENTS – HONOLULU, HAWAII

Payments will be made within thirty (30) days of receipt of properly prepared invoices on a monthly billing in arrears. Invoices will be submitted electronically through Tungsten.

Contractor agrees to accept payment via Electronic Funds Transfer between the US Treasury and the Contractor’s designated bank account. Contractor agrees to complete VA form 10091 and return it within five (5) days of notice of contract award.

E.1. CYCLE MENU STANDARDS:

Cycle menu standards shall be in accordance with the diet prescribed by VA healthcare providers. This may include between meal snacks or nutritional supplements as needed, to optimize a patient’s nutritional needs. Special diets with unique requirements due to religious preference and health reasons shall be prepared as prescribed by VA healthcare providers in cooperation with a VA dietitian. The contractor shall provide special diet meals, when requested by the VA, at no additional charge to the Government (i.e. new admissions, diet order changes, menu alternatives for food allergies, vegetarian diets, lactose intolerance, chronic diseases, and so forth). The contractor shall provide special menu(s) for annual holidays and events. The contractor shall ensure requests for changes to the 4-Week Cycle Menu are coordinated and agreed upon with the VA Dietitian.

Table A: Cycle Menu Requirements:

Menu Requirements: (Per Serving with examples)

Lunch and Dinner 2 Required (4-6 oz)

Poultry Fish/Seafood Beef Pork Combination dish

(one entrée must always be fish or poultry)

2 Required (1/3-3/4 cup) varied styles of potatoes, rice, pastas, other whole grain options, etc.

1 Required

White/Wheat Bread, dinner rolls, or equivalent

Seasonal Varieties:

(1/2-1 cup) apples, oranges, bananas, papaya, grapes, etc. Tossed salad varieties.

2 Required (1/3-1/2 cup)

Varied examples include green beans, mixed veggie, corn, squash, broccoli, or carrots, succotash, etc.

To be provided and supplied by the CFA.

Breakfast Serving Size:

(2 Ea; ½ cup)

Sausage, bacon to include the alternate turkey bacon or turkey sausage or a varied meat substitute.

Eggs (varied styles) *must be pasteurized

1 Required (1/3-3/4 cup)

Varied options of potatoes and/or rice

Serving Size:

2 Ea

White and Wheat bread or toasts, bagels, French Toast, pancakes, waffles, etc.

Seasonal Varieties:

(1/2-1 cup) apples, oranges, bananas, papaya, grapes, etc.

To be provided and supplied by the CFA.

Serving Size:

1 Ea

Hot and cold cereal varieties

E.2. The VA will provide a reference tool for menu and recipe preparation if needed. The VA Dietitian holds the right to menu reviews and approvals. The VA Dietitian will work with the contractor to assure the standards for nutrition therapy shall be in accordance to meet the needs of the CFA veteran population.

F.1. FOOD SERVICE OPERATION:

F.1.1. The contractor shall prepare and assemble patient meal trays for all CLC and PRRP patients. The VA will provide tray tickets daily for the next day’s use which will indicate the patient’s name, room number, diet, food consistency, and food allergy(ies) to facilitate tray assembly. Information on the tray tickets is considered confidential. The VA shall afford Veterans’ individual privacy rights at all times. The tray tickets shall be kept secure in a sealed envelope in a secured area such as a locked drawer until ready for use to assemble meal trays. The tray tickets shall only be viewed by staff on a need to know basis. The individual tickets will be placed on the associated assembled tray by the Contractor. Any unused tray ticket(s) will be returned to the VA with the meals delivered. Unused tray tickets shall not be disposed and must be returned to the VA in a secured envelope.

F.1.1.2. The CO and COTR used the PDAT Tool to designate the contractor’s position risk for contractor’s employees. The contractor’s position designation within the VA presents a low risk level for the services identified throughout this performance work statement.

F.1.2. Prepared meals will be based on a 4-Week Cycle Menu in accordance with the prescribed therapeutic and mechanically altered diet orders. Additional food service duties/tasks may be assigned as necessary.

F.1.3. The contractor will provide the VA Dietitian detailed recipes for all the approved menu items and meal item alternatives for CFA meal service (30 days) prior to service.

F.1.4. The contractor will alter foods to the desired textures (chopped, minced or pureed) either using a food processor or manual method. The method used to alter the food shall maintain the identity of food items to preserve attractiveness. Raw fruits and vegetables need to be chopped or finely diced. All foods will be chopped, diced or minced according to each patient’s needs and will be determined by a registered dietitian and speech therapist.

F.1.5. The contractor will use a food processor to puree foods to maintain the appropriate texture and nutritive value. Commercial thickeners may be used to achieve proper consistency as to the thickness of mashed potatoes rather than a gravy or watery texture. Pureed foods should be prepared so that they are attractive, appealing and served on a regular or divided plate instead of in individual bowls.

F.1.6. The contractor may design a retail program to provide Ready-To-Eat options to be available for purchase at the CFA. The contractor shall be solely responsible for the payment system(s) in accordance with state and federal rules and regulations for this program. The VA will not be responsible for any equipment, supplies, or transactions made for this program.

F.1.7. The contractor shall provide overall orientation for staff that may assist with preparing, assembly, clean-up and/or dishwashing for all meals. The contractor shall be ultimately responsible for ensuring that high standards of sanitation, cleanliness and safety are maintained during meal service operation.

F.1.8. The contractor shall be responsible for ensuring contractor employees are compensated in accordance with the Department of Labor (DOL) Wage Determination provided in this contract.

G.1. HEALTH, SANITATION, SAFETY COMPLIANCE:

Contractor shall comply with all applicable health and sanitation laws and regulations of the State of Hawaii and meet or exceed standards of the Joint Commission (JC) and any other regulatory agencies. These laws and regulations may be obtained at the following web sites; State of Hawaii: www.hawaii.gov/doh, JC: www.jointcommission.org, and Long-Term Care Institute (LTCI). The Contractor shall provide documentation showing that all the above laws and regulations are met and all applicable licenses and insurance to the Contracting Officer prior to award. The COR will provide any copies of additional VA specific regulations and any other pertinent policies, guidance and regulations.

G.1.2. VHA Directive 1439 Food Service Management, Chapter 6, paragraph 1 requires food service manager, supervisor and others who may be described as “person in charge” per the most current NFAC-accepted FDA Food Code, must hold a Food Protection Manager certification. This certification must be from an accredited organization that issues food protection manager certifications: https://anabpd.ansi.org/Accreditation/credentialing/personnel-certification/food-protection-manager/ALLdirectoryListing?menuID=8&prgID=8&statusID=4 .

H.1. PROFESSIONALISM:

The contractor shall provide professional services, while maintaining decorum between the contractor, patients and staff. The contractor must assure that its personnel: Display courtesy, professionalism and respect towards patients, staff and visitors while on premises. In the event of noncompliance, it will be the Contracting Officer’s (CO’s) and/or COR’s prerogative to determine the consequences. Disciplinary actions can include written admonishment, personnel dismissal, and if repeated offenses are committed without corrective action by the contractor, contract default. Patient care is a priority at our facility and personnel, both VA and contract employees, are held to high standards of conduct when interacting with patients. Any personnel intended to staff this contract should assure their understanding of, and their ability and willingness to comply with these standards.

I.1. SPECIAL REQUIREMENT:

The vendor will provide a test tray one time a week for evaluation purposes by the COR or VA dietitian or designee at no additional cost to the Government for purposes of evaluating the food.

The VA dietitian, COR or designee can taste any item, at any time, if there is a complaint or as part of a quality check.

J.1. CONTRACTOR PERSONNEL:

The parties agree that the contractor, its employees, agents and subcontractors shall not be considered VA employees for any purpose. The contractor shall be responsible for protecting its personnel furnishing services under this contract.

J.1.1. Health Requirements: Contractor’s employees are not required to have a physical examination prior to work on this contract, however, each employee is expected to be in good physical health and able to work in patient use/visit areas without risk to the patients. No personnel shall be assigned to this contract that are not in good physical health or pose a risk to patients. Contractor’s personnel who acquire a communicable illness shall be immediately replaced by the Contractor.

J.1.1.2. The contractor entering the CFA shall be subject to the current VAPIHCS health policies, regulations and guidelines, to include screening and testing.

K.1. SAFETY REQUIREMENTS:

Offerors shall submit with their proposal their written procedures concerning their safety program. Written procedures submitted by offerors that are deemed inadequate shall constitute sufficient cause for rejection of an offer. If any offeror’s written procedures are approved and they are subsequently awarded a contract, the approved written procedures shall be incorporated into the contract. A contractor’s failure to follow the written procedures shall be sufficient cause for termination of the contract.

L.1. QUALITY ASSURANCE/QUALITY CONTROL:

The Government will measure the standards of this contract with a surveillance schedule of administrative and quarterly inspections as deemed necessary. The government will provide a copy of the Quality Assurance Surveillance Program (QASP) to the Contractor. High standards will apply to the timely service to the standards of cleanliness, and proper food services detailed in the SOW.

L.1.2. Contractor Quality Control Program: Contractor shall have a quality control program to assure all requirements of the contract are provided as specified and in accordance with commonly accepted commercial practices. The contractor shall develop and implement procedures to identify, prevent and ensure non-recurrence of defective services. The contractor shall provide a Quality Control Plan within the first 30 days of contract performance that supports the government’s Quality Assurance Surveillance Plan (QASP) for this contract.

L.1.3. All contractor work areas shall meet or exceed regulatory agencies standards; major focus on whether contractor personnel are clean, healthy and neat in appearance, courteous and in compliance with training and health standards; that both hot and cold foods are kept at appropriate temperatures daily, that unused portions of packaged foods are labeled with expiration dates and that food stored whole are labeled with expiration dates with individual labels and/or one label on entire box. Inspections will consist of facility and vehicle, random sampling of foods, checking dates for expired foods and obtaining copies and reviewing state inspection reports for compliance. Same day meal preparation is preferred. Time/Temperature Control of Safety (TCS) for meals should be maintained throughout the food production process to include pickup/delivery. Re-thermalization units are currently used at the CFA for each meal service.

L.1.4. Supervisor will meet as needed with the VA Dietitian or designee and COR to resolve dietary operational issues (menu, staffing, or coordination of events, etc).

L.1.5. The VA reserves the right to inspect the kitchen, equipment, food, and services supplied at any time.

L.1.6. The COR must conduct quarterly audits using Attachment (Contract Food Service Evaluation Form), to determine whether or not the contractor is adhering to contract requirements. The VA may perform these audits more frequently, if needed, to ensure contract compliance.

L.1.6.1. The COR must conduct quarterly satisfaction surveys, using Attachment (Customer satisfaction survey), to assess resident satisfaction with the contractor’s food service. After receipt of the Customer Satisfaction Surveys, the COR must schedule a mandatory quarterly meeting with the contractor and the VA Dietitian. The COR may elect to hold these meeting more frequently depending on the quality of the contractor’s performance and other factors.

M.1. CONTRACT ADMINISTRATION DATE: The Contracting Officer as the agent of the Government, with authority to negotiate terms, execute legally binding agreements affecting price, quantity, or quality of performance under this contract and administer contracts on behalf of the Government. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof.

N.1. CONTRACTING OFFICER’S REPRESENTATIVE (COR): The Contracting Officer’s Representative (COR) is the technical advisor to the Contracting Officer and is responsible for the daily oversight of the Contractor’s work and for making recommendations to the Contracting Officer regarding matters of contract administration. The foregoing is not to be construed as authorization to interpret or furnish advice and information to the Contractor relative to the financial or legal aspects of the contract. Enforcement of these segments is vested in and is the responsibility of the Contracting Officer.

End of PWS

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Meals (Breakfast, Lunch and Dinner) Contract Period: Base POP Begin: 03-01-2023 POP End: 02-29-2024 PRINCIPAL NAICS CODE: 722310 - Food Service Contractors PRODUCT/SERVICE CODE: S203 - Housekeeping - Food

MANUFACTURER PART NUMBER (MPN): N/A

NATIONAL STOCK NUMBER: N/A

LOCAL STOCK NUMBER: N/A

Meals (Breakfast, Lunch and Dinner) Contract Period: Option 1 POP Begin: 03-01-2024 POP End: 02-28-2025 PRINCIPAL NAICS CODE: 722310 - Food Service Contractors PRODUCT/SERVICE CODE: S203 - Housekeeping - Food

MANUFACTURER PART NUMBER (MPN): N/A

Meals (Breakfast, Lunch and Dinner) Contract Period: Option 2 POP Begin: 03-01-2025 POP End: 02-28-2026 PRINCIPAL NAICS CODE: 722310 - Food Service Contractors PRODUCT/SERVICE CODE: S203 - Housekeeping - Food

MANUFACTURER PART NUMBER (MPN): N/A

Meals (Breakfast, Lunch and Dinner) Contract Period: Option 3 POP Begin: 03-01-2026 POP End: 02-28-2027 PRINCIPAL NAICS CODE: 722310 - Food Service Contractors PRODUCT/SERVICE CODE: S203 - Housekeeping - Food

MANUFACTURER PART NUMBER (MPN): N/A

Meals (Breakfast, Lunch and Dinner) Contract Period: Option 4 POP Begin: 03-01-2027 POP End: 02-29-2028 PRINCIPAL NAICS CODE: 722310 - Food Service Contractors PRODUCT/SERVICE CODE: S203 - Housekeeping - Food

MANUFACTURER PART NUMBER (MPN): N/A

B.3 DELIVERY SCHEDULE

65,700.00

65,700.00

65,700.00

65,700.00

65,700.00

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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 52.217-8 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 five (5) years.

(End of Clause) C.4 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.5 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

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

(End of Clause) C.6 VAAR 852.219-77 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (SEP 2021) (DEVIATION)

(a) Pursuant to 38 U.S.C. 8127(k)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101 definition), it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract, as follows:

(i) [X] Services. In the case of a contract for services (except construction), the contractor will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated VIP-listed subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Other direct costs may be excluded to the extent they are not the principal purpose of the acquisition and small business concerns do not provide the service as set forth in 13 CFR 125.6.

(ii) [] General construction. In the case of a contract for general construction, the contractor will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated VIP-listed subcontractor further subcontracts will count towards the 85% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(iii) [] Special trade construction contractors. In the case of a contract for special trade contractors, the contractor will not pay more than 75% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated subcontractor further subcontracts will count towards the 75% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(2) The offeror acknowledges that this certification concerns a matter within the jurisdiction of an Agency of the United States. The offeror further acknowledges that this certification is subject to Title 18, United States Code, Section 1001, and, as such, a false, fictitious, or fraudulent certification may render the offeror subject to criminal, civil, or administrative penalties, including prosecution.

(3) If VA determines that an SDVOSB/VOSB awarded a contract pursuant to 38 U.S.C. 8127 did not act in good faith, such SDVOSB/VOSB shall be subject to any or all of the following:

(i) Referral to the VA Suspension and Debarment Committee;

(ii) A fine under section 16(g)(1) of the Small Business Act (15 U.S.C. 645(g)(1)); and

(iii) Prosecution for violating section 1001 of title 18.

(b) The offeror represents and understands that by submission of its offer and award of a contract it may be required to provide copies of documents or records to VA that VA may review to determine whether the offeror complied with the limitations on subcontracting requirement specified in the contract. The Contracting Officer may, at their discretion, require the Contractor to demonstrate its compliance with the limitations on subcontracting at any time during performance and upon completion of a contract if the information regarding such compliance is not already available to the Contracting Officer. Evidence of compliance includes, but is not limited to, invoices, copies of subcontracts, or a list of the value of tasks performed.

(c) The offeror further agrees to cooperate fully and make available any documents or records as may be required to enable VA to determine compliance with the limitations on subcontracting requirement. The offeror understands that failure to provide documents as requested by VA may result in remedial action as the Government deems appropriate.

(d) Offeror completed certification/fill-in required. The formal certification must be completed, signed, and returned with the offeror’s bid, quotation, or proposal. The Government will not consider offers for award from offerors that do not provide the certification, and all such responses will be deemed ineligible for evaluation and award.

Certification:

I hereby certify that if awarded the contract, [insert name of offeror] will comply with the limitations on subcontracting specified in this clause and in the resultant contract.