36C26322Q0242.docx

36C26322Q0242

OPPORTUNITIES DESCRIPTION – SEE ATTACHED

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. 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

36C26322Q0242 02-03-2022 Pamela Phillips 605-720-7020 02-24-2022

2:00 PM

MST

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

Fort Meade

SD

57741 X X 492110 1500 Employees N/A X Department of Veterans Affairs VA Black Hills HCS Fort Meade Campus 113 Comanche Rd.

Fort Meade

SD

57741 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 See CONTINUATION Page Contractor to provide all labor and materials per the requirements of the statement of work included in this solicitation.

Pricing to be completed on separate price schedule included in this solicitation.

Review and follow Addendum Instructions to Offerors.

Wage determinations set forth under clause 52.212-5 are suggested only. It is the contractor's responsibility to ensure DOL and Service Contract Act compliance.

See CONTINUATION Page X X X Pamela 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 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:

The Minneapolis Veterans Affairs Health Care System (MVAHCS) in Minneapolis, Minnesota offers a requirement entitled:

Metro Courier Services to Support Minneapolis VAHCS The MVAHCS has a requirement for Courier Services to transport mail, patient records, medical supplies, office supplies, patient specimens, and lab-related items to and from several locations listed under the "Requirement Estimated Schedule" below. Pickup and delivery are from two locations within the MVAHCS facilities (1-Logistics Warehouse, Room BM-123; and 2-Laboratory, Room BB-144).

Provide a fixed rate for all costs of all-inclusive courier service, such as costs associated with the vehicle, driver, mileage, time, weight, and all other reasonable costs associated with courier services. Contractor shall provide all supervision, labor, equipment, transportation, insurance, licensing, fees, fuel, and any tolls necessary to perform courier services to and from MVAHCS facilities, as well as, to and from the multiple Twin Cities-area locations.

1) Performance Work Statement:

A. Transport of mail, patient records, medical and office supplies. All items are properly packaged by VA personnel for transportation and placed in appropriate containers. The Contractor shall pick up and deliver items such as (but not exclusively) patient medical records, medical and non-medical supplies, pharmaceuticals (no narcotics), secure lock boxes, mail (varying in size), payroll records, radiological films, biomedical equipment, durable medical equipment, claim files, medical gases, office supplies (including boxes of paper), and other related items as requested. All items should be handled as confidential.

B. Transport sensitive laboratory specimens. All laboratory items are properly packaged by VA personnel for transportation and are placed in appropriate sealed containers. The Contractor shall pick up and deliver items such as blood and blood components, laboratory specimens, laboratory transport containers, and other related items as requested. All items are handled as confidential.

C. Contractor to provide all labor, equipment [including Personal Protective Equipment (PPE)], hand trucks, vehicles, gasoline, insurance, and anything else needed to provide courier service for the Department of Veterans Affairs. The contractor shall supply their employees with a name badge or uniform shirt with their name emblazoned upon it with company logo, and ensure it is worn for proper identification when the contractor or contractor’s employee(s) are on site at the Government facility.

D. Contractor shall pick up all mail, containers, and coolers from delivery sites, and return to the VAMHCS Medical Center. Laboratory specimens in containers/coolers from the Community Based Outpatient Clinics (CBOC), Community Resource and Referral Center (CRRC), Sleep Clinic, and Home-Based Care Clinic (HCC) locations are delivered to the VAMHCS Medical Center, VA Laboratory Specimen Window (Room BB-144) on the same day. Empty containers/coolers are returned to the Clinic locations on the next scheduled pick-up date. All VA material must be properly safeguarded between locations and properly transported to remove risk of theft, freezing, damage.

E. Daily pick up no later than 1:30pm, Monday through Friday to ensure same day delivery to required destination listed in “Requirement Estimated Schedule.” No weekend or holiday trips are required. Pick up from the VA Warehouse (Room BM-123)/LAB (Room BB-144) and deliver to one or more of the locations as indicated in the " Requirement Estimated Schedule." Access keys will be provided by the VA for any lockboxes or locations with such requirements.

F. Any delays in arriving to the scheduled pick up shall be reported as soon as possible, and prior to the scheduled pick-up time. Contractor shall call the Lab at 612-467-2400 to report the delay and to report the anticipated pick-up time.

G. FEDERAL HOLIDAYS: Federal Holidays are as follows and include any other days specifically declared by the President of the United States to be a national holiday:

· New Year’s Day

· Martin Luther King’s Birthday

· President’s Day

· Memorial Day

· Juneteenth National Independence Day

· Independence Day

· Labor Day

· Columbus Day

· Veterans’ Day

· Thanksgiving

· Christmas I. Contractor shall furnish a written report should any delivery incident occur. This report shall be delivered to the Contracting Officer’s Representative (COR) within 24 hours of the incident. Incidents/actions involving blood components or laboratory specimens are reported immediately to the Contracting Officer’s Representative (COR), who will then report back to the impacted departments. Incidents/actions involving breach of patient records or patient-identifiable information are reported immediately to the COR so they can subsequently report to the VA Information Security Officer or the VA Privacy Officer. Delivery incidents include weather-related events and traffic accidents. Additionally:

1. Specimens lost or broken require the Contractor to notify the VA immediately. The Contractor will contact the VA Laboratory at 612-467-2400.

2. In addition to the phone call, the Contractor is required to submit a written report within twenty-four (24) hours to the COR explaining the circumstances. Failure to provide a report within the specific time frame will cause further review by the Government to determine if the infraction warrants suspension or termination of the contract.

J. Inclement Weather: Contractor shall contact the Contracting Officer Representative (COR), Logistics Manager, Laboratory Manager, or Laboratory Administrative Officer should weather conditions delay or cause cancellation of services. Due to the nature of this business, it is necessary for the Contractor to furnish vehicles that operate safely in difficult weather conditions (especially snow and ice). Cancellations should only occur as a last resort. Should it be necessary to cancel a delivery the contractor will contact the origin point by phone conveying the reason for cancellation.

2) Contractor Qualifications:

A. Contractor must demonstrate capability of managing all operations at a local level to ensure proper quality assurance.

B. Contractor must possess a minimum of three years’ experience. In addition to properly maintaining all necessary equipment, personnel must be financially responsible to perform courier service as required under this contract. Contractor must meet all requirements of federal, state, and city codes/regulations/licenses regarding operations of this type of service and furnish the required insurance certificates required to work on a U.S. Government installation. A description of the Contractor's experience and qualifications shall be submitted with the offer.

C. All vehicles used in performance of this contract shall be registered, licensed, and meet the minimum vehicle requirements as mandated by the Department of Transportation and the State of Minnesota. Vehicles must be of the proper size to accommodate all items requiring delivery; small cars are not appropriate. It is important the Contractor furnish safe vehicles that dependably operate in difficult weather conditions to support high priority needs such as Laboratory services. The Government reserves the right to inspect the vehicles to validate contractor’s ability to perform.

D. All drivers must be of legal age, possess valid Minnesota State Driver’s Licenses and maintain a neat, clean, and professional appearance. Drivers must be able to speak, understand, and write English. Drivers shall possess identification showing contractor name and job title. A record of each driver as to character and physical capabilities of performing the duties of a courier must be maintained and made available to the Contracting Officer Representative (COR) for inspection upon request. Contractor will notify COR when any change occurs that may affect the performance of this contract. Drivers are required to pass a Veterans Health Administration (VHA) Service Center (VSC) security background check.

3) Contractor Responsibilities:

A. Contractor is responsible for the actions and conduct of its employees and shall ensure they comply with all VA facility and parking regulations, policies, and guidelines while conducting business on Government property.

1. Drivers shall not make any personal stops in performance of duties under this contract, nor shall any unauthorized passenger accompany the driver during contract work.

2. Drivers shall comply with the VA smoking policy and only smoke in designated areas (not within their vehicles).

3. Drivers are responsible for safeguarding any keys provided by the VA.

B. Drivers transporting laboratory specimens must be trained in universal precautions for handling of biohazard materials and follow proper procedures in case of biohazard spills or accidents.

1. Training shall also include mandatory hazardous materials training and proper handling of dry ice.

2. Contractor will provide written documentation annually, or at the beginning of the driver’s employment, of hazardous materials and other training that meets the laws and regulations of the US Department of Transportation and the Centers for Disease Control governing the transport of clinical specimens.

C. All drivers must have appropriate blood borne pathogen training and the training records must be provided to VA Contracting Officer's Representative (COR) annually. The Contractor shall certify in writing, for each driver (by name) that the driver has been trained in the procedures for transporting Laboratory Specimens and Etiologic Samples and that training was conducted by a certified trainer and a training videotape relating to Blood Borne Pathogen safety was shown to the driver.

D. All drivers must have appropriate safety training and the training records must be provided to VA Contracting Officer's Representative (COR) yearly. The Contractor shall certify in writing, for each driver (by name) that the driver has been trained in the procedures for safe driving, securing vehicle loads, safety while in buildings, and that training was conducted by a qualified trainer.

E. Training Records must include:

1. Hazmat employee’s name

2. Completion date of most recent training

3. Training materials (copy, description, or location)

4. Name and address of hazmat trainer, and

5. Certification that the hazmat employee has been trained and tested.

F. Contractor shall ensure the confidentiality of all patient information being transported and may be held liable in the event of breach of confidentiality. The Contractor shall comply with the provisions of the Federal Privacy Act of 1974 (Public Law 93-579; and as amended, 5 U.S.C. § 552a).

G. The Contractor's supervisors, drivers and alternates must be able to read, write, speak and understand English. The name of these persons, and an alternate, or alternates, who shall act for the Contractor when the manager is absent, shall be designated in writing to the Contracting Officer. An updated listing is provided as changes in personnel occur. Contract employees are required to carry a valid VA identification, and may be required to check-in with VA Medical Center security when entering the VA Facility. Any identification will be returned to the VA upon completion of contract.

H. The Contractor's personnel shall always conduct themselves in a professional manner, present a neat appearance and be easily recognized as a Contractor employee by having the company name, and employee name affixed to the uniform.

I. Contractor's vehicle shall have the company name/logo prominently displayed. Employee identifications shall be worn in clear view above the waist.

J. The Department of Labor has held that Contractors must pay their employees the Service Contract Act wages while they are driving both to and from destinations for the VA. Wage Determination(s) as listed in this solicitation are applicable to any resulting contract. The Contractor will certify by signature on this offer that the salaries to be paid workers involved in the performance of the contract are equal to or greater than those specified in the attached Wage Determination(s).

K. COVID-19 Safety Protocols.

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

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

b) If unvaccinated and granted a medical or religious exception, shall show negative COVID-19 test results dated within three (3) 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.

c) 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.

d) Documentation will not be collected by the VA; contractors shall 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.

a) As part of the screening process contractors may be asked screening questions found on the following website: COVID-19 Screening Tool. Regularly check the website for updates.

b) Contractor employees who work away from VA locations, but who will have direct patient 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.

4) Quality Assurance:

A. The Contractor shall develop and maintain a quality control program that ensures courier services are performed in accordance with these specifications. The Contractor shall develop and implement procedures to track, identify, prevent, remedy, and ensure non-recurrence of defective services. The Contractor shall provide a method to accept and resolve customer complaints and notify the customer of the resolution. The Contractor shall immediately notify the COR upon receipt of a customer complaint so joint validation may be accomplished. The Contractor is responsible for quality control and specification compliance.

B. The VA will evaluate the Contractor's performance using customer feedback, periodic on-site inspections, and at the VA's discretion, may inspect each task to determine conformance and acceptance prior to payment.

C. Quality Assurance Surveillance Plan (QASP):

Basic Courier Service Timeliness Has two or less customer complaints for the month.

Basic Courier Service Conditions of transported items Has two or less customer complaints for the month.

Periodic Courier Services Calls for special one-time deliveries Has two or less customer complaints for the month.

5) Inspection:

A. The Contractor must give the VA the right to thoroughly inspect and investigate the establishment's vehicles, facilities, business reputation, and other qualifications.

B. The VA reserves the right to restrict any Contractor employee from performing services under this contract who do not meet the required qualifications, or who violate Federal regulations or are identified as a potential threat to the security, safety, health and/or operational mission of VA and its veteran population. The restriction of such Contractor personnel shall not relieve the contractor from performing all the required services in accordance with all terms, conditions, and schedules contained herein.

C. If the VA determines that a particular driver does not possess the required qualifications, or if a particular driver establishes a pattern of non-conformance with the procedures set forth as requirements, the VA may prohibit that driver from performing services under the contract and the Contractor shall promptly replace him/her with an acceptable and qualified driver.

6) Additional Information:

A. The VA technical contact for laboratory services is Cindy Garten @ 612-467-2469 or Carmen Lundholm @ 612-467-1655, Ancillary Testing Coordinator, telephone 612-467-2469.

B. The VA technical contact for other services and the VA COR for all services is Jerome Gunn, Chief of Logistics, telephone 612-467-1978.

7) Requirement Estimated Schedule:

Daily pick up at 1:30 pm Monday through Friday originating from the VA Mail Room (Room BM-123) and LAB (Room BB-144) to ensure same day delivery to the required destination. Proceed to destinations listed below and return to the Mail Room (Room BM-123) and LAB (Room BB-144). No weekend or holiday trips are required. Not all locations listed will need pick up or delivery service back to the Minneapolis VA every day; review the schedule below.

Originate from:

Veterans Affairs Health Care System, Bldg 70 Warehouse (Room BM-123) and LAB (Room BB-144) One Veterans Drive (54th Street and 48th Ave South) Minneapolis, MN 55417

Deliver to:

1. VISN 23 Office (Daily before 4:00pm) Grand Oak Business Park Eagan, MN 55121-2159

2. Minnesota Department of Health (Specimens/mail) (Daily before 4:30pm) 601 Robert Street North

3. Maplewood Community Based Outpatient Clinic (Daily after 4:30pm)* 1725 Legacy Pkwy East Maplewood, MN 55109 (Location will change Dec 2022 with new building in progress) (Site has lockbox to pick-up and drop-off after clinic hours)

4. Northwest Metro Community Based Outpatient Clinic (Daily after 4:30pm)* 7545 Veterans Drive

5. CRRC – Community Resource and Referral Center (Daily between 3:00pm and 4:00pm)* 1207 Harmon Place Minneapolis, MN 55403-1920

6. Southern Metro Community Based Outpatient Clinic (Daily after 4:30pm)* 1555 Lusitano Street Shakopee, MN 55379 (Site has lockbox to pick-up and drop-off after clinic hours)

7. Federal Whipple Building (Daily before 3:30pm) Room 1210 and Mail Room 1 Federal Drive Ft. Snelling, MN 55111

8. Veterans Affairs - Cedar Building (Daily between 3:00pm and 4:30pm)* Sleep Clinic, Suite 125 Call Center, Suite 200 Home Community Care (HCC), Suite 350 6636 Cedar Ave So. Suite 200 Richfield, MN 55423

9. Veterans Affairs Purchasing and Contracting Office (Weekly – Tuesdays before 3pm) 708 South 3rd Street, Suite 200E Minneapolis, MN 55415

10. Veterans Affairs Network Contracting Office (Weekly – Mondays before 3pm) 316 Robert Street N, Suite 506 St. Paul, MN 55101

*Return to:

Daily = Estimated 252 trips over 1 Year Weekly = Estimated 52 trips over 1 Year 36C26322Q0242

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PRICE AND PERFORMANCE SCHEDULE

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Annual Grand Totals:

ANNUAL TOTAL AMOUNT :

GRAND TOTAL (Base + 4 Option Years)

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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 15 days.

(End of Clause)

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.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 15 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

(End of Clause) C.5 VAAR 852.212-70 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.

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