36C26321Q0003.docx

36C26321Q0003

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

618-21-1-8209-0001 36C26321Q0003 08-20-2020 David A. Raad 605-720-6851 09-03-2020 23:59 36C568 Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Fort Meade

SD

57741 David A. Raad David.Raad@va.gov X X Y 561720 $19.5 Million N/A X 36C618 Department of Veterans Affairs

MINNEAPOLIS VAMC

One Veterans Drive Minneapolis

MN

55417 36C568 Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Fort Meade

SD

57741

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin

TX

78714-9971 X See CONTINUATION Page This solicitation is to provide service to VAMC Minneapolis See attached Statement of Work, Weekend Cleaning Service for 2 Fisher Houses, Base year plus 4 option years.

Note block 30 - this document must be signed and returned to the Contracting Officer by the Offer Due Date in order to be considered. Email ALL required and completed documents to: David Raad at david.raad@va.gov Submit any written questions via email by August 27, 2020

**NO TELEPHONE QUESTIONS WILL BE ACCEPTED OR ANSWERED.**

Responses to questions will be posted as an amendment to the solicitation.

Solicitation will close at 11:59 PM MST on September 3, 2020 This solicitation is a total SDVOSB set-aside.

See CONTINUATION Page 618-36X8180-8209-885200 Housing Maintenance

3126 FURNITURE AND FIXT-9300405HA

618-21-1-8209-0001 X X X Pamela P. Phillips 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 36C263 Pamela P. Phillips Department of Veterans Affairs Network 23 Contracting Office (NCO 23)

113 Comanche Rd.

Fort Meade SD 57741

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

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Cleaning services at Fisher House 1 and 2 at the Minneapolis VA. Cleaning services both high and low in Fisher House 1 and 2, public spaces, guest rooms and other areas as indicated in the Statement of Work.

Contract Period: Base POP Begin: 10-01-2020 POP End: 09-30-2021

OPTION YEAR. Cleaning services at Fisher House 1 and 2 at the Minneapolis VA. Cleaning services both high and low in Fisher House 1 and 2, public spaces, guest rooms and other areas as indicated in the Statement of Work.

Contract Period: Option 1 POP Begin: 10-01-2021 POP End: 09-30-2022

OPTION YEAR. Cleaning services at Fisher House 1 and 2 at the Minneapolis VA. Cleaning services both high and low in Fisher House 1 and 2, public spaces, guest rooms and other areas as indicated in the Statement of Work.

Contract Period: Option 2 POP Begin: 10-01-2022 POP End: 09-30-2023

OPTION YEAR. Cleaning services at Fisher House 1 and 2 at the Minneapolis VA. Cleaning services both high and low in Fisher House 1 and 2, public spaces, guest rooms and other areas as indicated in the Statement of Work.

Contract Period: Option 3 POP Begin: 10-01-2023 POP End: 09-30-2024

OPTION YEAR. Cleaning services at Fisher House 1 and 2 at the Minneapolis VA. Cleaning services both high and low in Fisher House 1 and 2, public spaces, guest rooms and other areas as indicated in the Statement of Work.

Contract Period: Option 4 POP Begin: 10-01-2024 POP End: 09-30-2025

Cleaning Services for two Fisher house sites

1. Scope of work

1.1 The Minneapolis VA Health care system, hereinafter referred to as MVAHCS, requires the services of a contractor to provide Sanitation Services at two Fisher house locations, 5045 E. 54th St. Minneapolis MN 55417, House I and House II on weekends only from 0800 until 1630 CST.

1.1.1 This is a non-personal services contract to provide janitorial services for the Minneapolis VA Medical Center.

1.1.2 The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn is responsible to the Government.

1.1.3 Contractor shall keep position staffed. If the individual who is staffed to clean the fisher house leaves for any reason, it is up to the contractor to supply an individual to fulfil the needs outlined in this contract.

1.2 Definitions: As used throughout this contract, the following terms shall have the meaning set forth below:

1.3 Contractor Responsibilities:

1.3.1 Daily Cleaning Duties to be completed to the cleanliness standards in Attachment A of the SOW.

1.3.1.1 Responsible for all Public spaces to be clean, included but not limited to: bathrooms, various conference rooms, public waiting rooms, Entrances, lobbies, hallways, and elevators within the space will be kept clean and orderly.

1.3.1.2 Trash emptied with new liners inserted into receptacles.

1.3.1.3 Soap and paper products restocked in appropriate fixtures.

1.3.1.4 Sinks, toilets, showers and bathroom floors cleaned

1.3.1.5 Employee locker rooms

1.3.1.6 All Showers including the walls, flooring, fixtures, and curtains shall be disinfected.

1.3.1.7 All restroom fixtures, handles, receptacles, buttons or other frequently touched surfaces will be cleaned by method of disinfection.

1.3.1.8 Flooring will be dry/wet mopped .

1.3.1.9 Bathroom soap dispensers will be stocked with product and will be free of soap scum build up.

1.3.1.8 High/low dusting is accomplished throughout to include blinds, fans, ledges, picture frames, cabinets and walls and any other surface that collects dust with the exception of employee workstations.

1.3.1.9 Dry/Wet Floor maintenance, both vinyl and carpet vacuuming.

1.3.10 Changing of linens on beds

1.3.2 Periodical Cleaning Duties to be completed to the cleanliness standards in Attachment A of the SOW.

1.3.2.1 Bathroom tile and grout will be scrubbed clean.

1.3.2.2 Carpet Spotting, Bonnet cleaning or Extraction performed

1.3.2.3 Wall spot cleaning.

1.3.3 The Contractor shall have some method of identification for employees while on site. (i.e., an identification badge with employer name and employee name).

1.3.3.1 In addition all employees that perform the duties of this contract onsite of MVAHCS property shall get a government issued contractor PIV badge.

1.3.3.1.1 Before PIV badges can be given, contractor must be finger printed and background checked.

1.3.3.1.1.1 Contractor is to contact COR after award with names and contact information of individuals who will need contractor PIV badges.

1.3.3.1.2 The fee for the background check shall be paid for by the contractor at no additional charge to the MVAHCS.

1.3.3.1.3 If for any reason the contractor supplied individual (s) do not pass the background investigation and do not meet MVAHCS adjudication standards they will not be allowed to work on MVAHCS property, and the contractor shall supply an individual that does pass at no additional cost to the government.

1.3.4 While working in the Clinic, Contractor will follow the following infection control guidelines.

1.3.5 Practice good personal hygiene by always being clean and neat. Shower or bathe daily before coming to work.

1.3.6 Always wear clean clothing. If clothing becomes badly soiled from handling contaminated materials, clothing must be changed.

1.3.7 Change wet mops often (after every three to four rooms).

1.3.8 Use the proper amount of disinfectant. NEVER deviate from manufacturer’s instruction.

1.3.9 Handle all trash as though it contained contaminated materials, and dispose of trash in accordance with the local, state and Federal regulations.

1.3.10 Mop heads NEVER stored or left in cleaning solution.

1.3.11 Contractor shall wash hands frequently or more often as described:

1.3.11.1 When arriving for work;

1.3.11.2 When hands are obviously soiled;

1.3.11.3 After personal use of the toilet;

1.3.11.4 After blowing or wiping nose;

1.3.11.5 After handling any soiled equipment;

1.3.11.6 Before and after eating;

1.3.11.7 After handling raw meat, poultry, and eggs;

1.3.11.8 After touching nose, mouth, hair;

1.3.11.9 After smoking;

1.3.11.10 When handling trash; and

1.3.11.11 On completion of duty.

1.3.12 FURNITURE AND MEDICAL EQUIPMENT MOVING

1.3.12.1 Where it is necessary for the contractor to move furniture and furnishings, it shall be done with extreme care and furnishings shall be restored to their proper places.

1.3.13 Contractor will sign for and have security responsibility for all building keys needed to perform the requirements of the contract.

1.3.13.1 Contractor shall maintain strict control over all keys issued and losses shall be reported to the COR.

1.3.13.2 Keys will be given after contractor passes MVAHCS background investigation.

1.3.13.3 Contractor shall contact COR when ready to receive keys.

1.3.13.4 Contractor is responsible for returning all keys once the contracts comes to an end. Either through running the life of the contract and expires, or early termination for any reason.

1.3.14 Contractor’s employees shall be familiar with the building fire alarm system, and trained in the procedures to follow in the event of fire or other emergency.

1.3.15 Report any building-related items found in need of repair to the COR.

1.3.16 Current MSDS booklets shall be maintained by contractor on all chemicals used to comply with contract requirements.

1.3.16.1 Contractor may keep the MDSD booklets for all sites in the HK closest over the Fisher House 1 building.

1.3.17 All work shall be performed on Saturday and Sunday; the hours will be from 0800 – 1630 CST.

1.3.18 Federal Holidays: in the event the Federal Holiday lands on a Saturday or Sunday, the contractor shall not perform tasks on the holiday.

1.3.19 The Contractor shall provide to the COR a schedule for any cleaning that requires coordination with tenants, such as emergency situations and/or special events.

1.3.20 The Contractor and COR shall coordinate a plan of action to clean the building in emergency situations or for special events.

1.3.21 If an emergency arises during the Contractor's normal working hours (a building flood, for example), the Contractor will divert his/her workforce as directed by the COR and or Contracting Officer to meet the emergency or special event.

1.3.22 The Contractor and COR shall agree on what, if any, work the Contractor is excused from performing on that date due to the emergency or special event.

1.3.23 Designating a Contact Person, On-Site Supervisor and Alternate On-Site Supervisor to ensure work in the SOW is being completed in a satisfactory or higher manor.

1.3.23.1 Contractor shall provide telephone number(s) and contact person(s) to be used by MVAHCS staff to reach contractor.

1.3.23.1.1 Contractor Point of Contact:

1.3.23.1.2 Phone Number: __________________________

1.3.23.1.3 There shall be a voicemail option if someone is not available to take calls.

1.3.23.1.4 Call back time shall be no longer than 4 hours.

1.3.24 Contractor is to supply all equipment and chemicals needed to properly fulfill the duties listed in the SOW. (i.e., cleaning rags, mop heads and handles, dust mops and handles, buckets, cleaning supplies, cleaning solutions, etc.)

1.3.24.1 All items and chemicals used must be pre-approved by MVAHCS for use.

1.4 Government Roles And Responsibilities

1.4.1 MVAHCS shall provide consumables only for the contractor to utilize (i.e., paper products, hand sanitizer, and hand soaps for wall mounted dispensers only)

1.4.2 The MVAHCS will provide the name of the product, usage of the chemical/supply, and Material Safety Data Sheets (MSDSs), for each product in use.

1.4.3 MVAHCS is responsible for maintaining a current inventory and disposing of outdated cleaning products, in accordance with industry standards.

1.4.4 Actual MSDSs must be maintained on site at the MVAMC and be accessible to VA staff.

1.4.5 All cleaning equipment and personnel protective equipment (safety equipment) must meet all applicable OSHA standards.

1.4.6 If a piece of equipment needs repair and is determined unsafe by the MVAHCS, the Contractor shall immediately stop using the equipment.

1.4.7 Storage space for supplies and equipment to be used in the performance of work under the contract will be provided by the MVAHCS.

1.4.7.1 Contractor Shall keep this space clean and orderly.

1.4.8 MVAHCS shall designate a Contracting Officer Representative to coordinate and monitor the work to be completed under this contract.

1.4.8.1 Amy Colbaugh, Facility Super COR, has been designated as the representative to coordinate these services. Her contact information:

Contracting Officer Representative: (This is temporary until a COR is hired by department) Amy Colbaugh Minneapolis VA Health Care System One Veterans Drive, P&LMS (113) Minneapolis, MN 55417 (612)629-7279 amy.colbaugh@va.gov

1.5 Quality Assurance

Statement of Work – Attachment A – Cleanliness Standards

dust/dirt build-up.

Statement of Work – Attachment B – Cleaning Frequencies

Glass and glass surround in entry doors inside and out cleaned.

Exterior entry way kept clean and orderly. Snow, leaves, water, ice, salt or any other exterior element must be maintained. Safe and clear entry way must be maintained.

Daily Daily

Employee break area cleaned.

Daily

DESCRIPTION

FREQUENCY:

High/Low Dusting throughout clinic areas, including sprinkler heads.

All clinical bathroom quarry tile flooring scrubbed clean, free of build-up or odor.

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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 Calendar Days.

52.217-8 ADDENDUM:

For the purposes of the award of this Contract, the Government intends to evaluate the option to extend services, provided under FAR 52.217-8, as follows: The evaluation will consider the possibility that the option can be exercised at any time, and can be exercised in increments of one to six months, but for no more than a total of six months during the life of the contract. The evaluation will assume that the prices for any option exercised under FAR 52.217-8 will be at the same rates as those in effect under the contract. The evaluation will therefore assume that the addition of the price or prices of any possible extension or extensions under FAR 52.217-8 to the total price for the basic requirement and the total price for the priced options has the same effect on the total price of all proposals relative to each other, and will not affect the ranking of proposals based on price, unless, after reviewing the proposals, the Government determines that there is a basis for finding otherwise. This evaluation will not obligate the Government to exercise any option under FAR 52.217-8.

C.2 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 calendar days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 calendar 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.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.

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

[] 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 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.5 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)