S02 - Attachment A - RFQ - 36C24822Q1708.docx

Request for Quotes: 36C24822Q1708 General Information

Contracting Office Address

NCO8

ATTN: Annette Whitfield-Johnson 10000 Bay Pines Blvd.

Bay Pines, FL 33744

Description

(i)This is a combined synopsis/solicitation for Temporary Lodging Service for Bay Pines VA Health Care System (BPVAHCS), as prepared in accordance with the format in Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued. A firm-fixed price purchase order is anticipated.

(ii) The solicitation number is 36C24822Q1708 and is issued as a request for quotation (RFQ).

(iii) The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2022-07 (eff. 8/10/2022). This solicitation is 100% set-aside to Small Business with the associated NAICS 721110 code has a size standard of $35 Million.

Responses shall be on all or none basis, no partial submissions will be accepted. Quote must be valid for 90 days. All offerors must be registered in System for Award Management (SAM) at https://www.sam.gov at time offers are due to be considered for an award of a federal contract. Registration must be complete and not missing elements such as representations and certifications. Also, if you are a Service-Disabled Veteran Owned Business (SDVOSB) or Veteran-Owned Small Business (VOSB) please be sure to be registered in VIP (Vendor Information Pages) at https://www.vip.vetbiz.gov/.

This solicitation will use Comparative Evaluation. The award will be made to the offeror determined to be acceptable, price reasonable, and is determined to provide the best value to the government. All eligible offerors may submit quotes.

Vendor Questions: All questions pertaining to this solicitation shall be in writing, sent by email to Annette.whitfield@va.gov and must be received NLT September 1, 2022 by 2:00 PM EST. No further questions will be accepted after that date and time.

You are reminded that representatives from your company SHALL NOT contact any Bay Pines VA Healthcare System personnel to discuss this RFQ during this RFQ process. All questions and concerns regarding this RFQ shall be directed to the Contracting Officer.

Answers to Vendor Questions: Answers to vendor questions will be posted on Contract Opportunities September 6, 2022 by 4:00 PM EST.

Quotes must be emailed with all supporting documents required to Annette.whitfield@va.gov and received NLT 4:00 PM EST. on September 16, 2022.

Quotes may be submitted on this document (If you use this form, Include your company information name, address, phone number, POC, POC email, and UEI #) or the vendor’s own form.

NO LATE QUOTES WILL BE ACCEPTED.

***SITE VISITS WILL BE CONDUCTED OF HOTELS/MOTELS BEFORE AWARD***

PRICE/COST SCHEDULE

Offerors shall complete all line items and return Price/Cost Schedule.

shuttle service as needed.

(18 rooms per day x 261 days)

shuttle service as needed.

(18 rooms per day x 261 days)

shuttle service as needed.

(18 rooms per day x 261 days)

Per Room Cost (Each)

Total Cost

shuttle service as needed.

(18 rooms per day x 261 days)

shuttle service as needed.

(18 rooms per day x 261 days)

STATEMENT OF WORK

A. GENERAL GUIDANCE

1. Title of Project: Temporary Lodging Service

2. Scope of Work: The contractor shall provide 15 furnished hotel or motel rooms per day and 3 American with Disabilities Act (ADA) compliant single occupancy rooms for authorized eligible Veterans. Rooms offered shall be within a 20 miles or 30 minutes distance of the C.W. Bill Young VA Medical Center (hereinafter CWBYVAMC) located at 10000 Bay Pines Blvd., Bay Pines, FL. The contractor shall provide complimentary non-wheelchair shuttle (as needed) service for veterans who are in need of transportation between the hotel/motel and CWBYVAMC. Shuttle must be available from 8:00am to 3:00pm Monday through Friday.

NOTE: TEMPORARY LODGING SHALL BE MOTELS/HOTELS ONLY

3. Place of Performance: Hotel/Motel

Background Lodgetel is the term used at C.W. Bill Young VAMC (CWBYVAMC) for rooms to accommodate those eligible veterans receiving VA health care services; to include compensation and pension examinations. To receive temporary lodging, the veteran must travel more than 50 miles from their home or live 2 hours away from the VA health care facility. The Lodgetel program allows temporary lodging the night before the next day scheduled early morning appointment/procedure. The veteran using this benefit must be medically stable and capable of self-care. The veteran must also be able to stay in an unsupervised setting or be accompanied by a caregiver hat is able to provide the necessary care needed.

General Requirements

a. Veterans using this benefit must be medically stable and capable of self-care. The veteran must be able to stay in an unsupervised setting or be accompanied by a caregiver that is able to provide the necessary care needed.

b. The rooms are to accommodate those veterans who may have to travel long distances for evaluation before, during, and after treatment received, (i.e., for less than 24-hour pre-operative/intervention or post-operative follow-up for Ambulatory Surgery, Nuclear Medicine, MRI, GI, ophthalmology, oncology, and other medical specialties as the need arises). Only patients normally discharged to their home will be considered for lodging. Hotel/motel shall be in a safe environment and located within a 20-mile radius or 30 minutes of the CWBYVAMC.

1) Period of Performance:

2) Room Requirements:

1. Contractor shall provide 15 furnished hotel or motel rooms per day and 3 ADA compliant single occupancy furnished rooms for authorized eligible Veterans. Rooms offered shall be within a 20 miles or 30 minutes distance of the CWBYVAMC, located at 10000 Bay Pines Blvd. Bay Pines, Florida. Contractor considered will need to provide complimentary shuttle (non-wheelchair) service for Veterans who are in need of transportation between the hotel and treatment facility.

b. Daily room rates shall include all applicable taxes, fees, and any other no-charge services offered to guests of the hotel/motel. Rooms shall provide a minimum of 15 furnished hotel or motel rooms per day and 3 American with Disabilities Act (ADA) compliant single occupancy rooms for authorized eligible Veterans. ADA compliant rooms shall be wheelchair accessible and there shall be no physical barriers. All ADA rooms shall comply with the applicable NFPA 101 and ADA guidelines.

c. The fully furnished hotel/motel rooms shall include contractor provided utilities and other specified services (minimum of TV, clock radio, refrigerator and local phone access (no deposits required). The hotel/motel rooms shall comply with all city, county and state building codes and ordinances applicable to the ownership and operation of the building in which the rooms are located.

d. All rooms shall be non-smoking rooms. As these rooms are contracted by the CWBYVAMC and are non-smoking rooms, smoking will not be permitted in these rooms. Anyone found doing so would be barred from the Temporary Lodging Program. The Offeror will provide a “designated smoking area” with proper signage. No liquor, drugs, or disrupted behavior will be tolerated in these rooms at any time, as they are contracted by the CWBYVAMC and anyone found doing so will be asked to leave. Any damages or cleaning cost will be at the veteran’s expense. The selected contractor may elect to require veteran guest to supply a credit/debit/charge card for incidentals damages as the CWBYVAMC will not be held responsible nor charged for any damages or cleaning cost.

e. Rooms must be neat and clean upon Veteran’s check-in.

f. Contractor shall supply all utilities including central heating and air conditioning, electricity, water and sewer, basic television cable service and local telephone service.

3) ROOM RESERVATIONS:

a. Room reservations, room occupancy, and room payment will be on the following basis:

(1) The contractor shall allow contracted rooms to be occupied only by specific individual referred by the Temporary Lodging Program Coordinator or designee of the CWBYVAMC. That person will inform the Contractor of each individual’s name and arrival date at the contractor’s motel/hotel.

(2) Services shall be performed twenty-four (24) hours per day, five (5) days per week, Sunday thru Thursday. The contractor shall use check in and check out times agreed upon by CWBYVAMC and contractor.

(3) Services shall be provided on all Federal Holidays observed by the Federal Government, plus any other day specifically declared by the President of the United States:

b. The authorized dates and length of stay will be documented on the CWBYVAMC authorization sheets and faxed to the contractor by the Temporary Lodging Program Coordinator or designee. In the event that a VA referred occupant refuses to leave the room, the contractor shall immediately notify the Temporary Lodging Program Coordinator or designee. Also, in the event that a VA referred occupant checks out of the hotel/motel without prior notice from the VA, the contractor shall immediately notify the Temporary Lodging Program l Coordinator or designee at the VA.

c. Each business day the Temporary Lodging Program Coordinator or designee and the contractor will reconcile the number of rooms in use, names of authorized individuals and their assigned room numbers. This will be done via fax between the contractor and the Temporary Lodging Program Coordinator or designee. The contractor shall also provide the Temporary Lodging Program Coordinator or designee with a confirmation number which correlates to the Veteran lodging stay.

4) PATIENT EMERGENCIES: In the event a VA referred occupant is in an emergency situation of any kind, the contractor shall contact the 911 emergency medical services to respond to the emergency. Once the emergency has ended the contractor shall notify the Temporary Lodging Program Coordinator or designee at the VA of the situation.

5) GENERAL BUILDING REQUIREMENTS AND SPECIFICATIONS:

a. Telephone Service Requirements:

(1) Contractor shall provide local area, touch-tone, telephone service (no deposit required) for each room with long distance lockout to prevent additional charges to the room. The telephone service may be capable of long-distance telephone service when long distance calls are placed using a telephone calling card or other telephone charge method.

(2) Contractor shall provide one telephone in each room.

a. Telephone service shall be equipped with voice messaging system or front desk message service.

1. Fire Safety:

(1) Buildings in which space is offered shall be evaluated in accordance with latest editions of the

a. The standards of the Life Safety Code (National Fire Protection Association (NFPA) #101);

b. The fire and safety code imposed by the State Law; and

c. City, State, and Federal requirements concerning licensing and health codes

(2) Equipment, services, or utilities furnished and activities of other occupants shall be free of safety, health, and fire hazards. When hazards are detected, the contractor shall promptly correct hazards.

(3) Maintenance of contractor-owned fire extinguishers shall be provided by the contractor in accordance with NFPA Standard No. 101.

a. As required by code, smoke detectors/alarms shall be installed in each room, office, storage area, hallways and other common areas.

(4) Wheelchair Accessibility. Rooms will be wheelchair accessible. Common areas such as hallways shall provide for accessible path of travel for wheelchairs.

(5) Elevators: If elevators are a part of the room complex, they shall conform to the latest requirements of the American National Standard A171 and A171a Safety Code for Elevators, except for elevator emergency recall and shall be inspected and maintained in accordance with American National Standard A17.1, Inspector’s Manual for Elevators or equivalent local code. The elevators shall also comply with local codes and ordinances.

(6) Miscellaneous: No activity to the building and/or grounds that would cause an increase in dust, dirt or spores to be airborne (i.e., renovation to the building, movement of earth on the grounds) shall take place without the contractor’s written notification to the VA at least seven (7) calendar days in advance of the event.

(7) Inspection: The Government reserves the right, at any time before and after contract award and during the term of the contract, to inspect the rooms and all other areas of the complex access to which is necessary to ensure a safe and health environment for the VA referred occupants.

6) QUALITY ASSURANCE:

Contractor shall have an on-going quality assurance program designed to objectively and systematically monitor and evaluate the quality and cleanliness of rooms, accessibility and resolve identified problems. The written plan shall delineate the objective of the quality assurance activities, scope of the activities, activities for monitoring and evaluation, methods for reporting results, mechanisms for taking follow-up action and responsibilities of staff for each activity of the quality assurance program. The objectives, scope, organization, and effectiveness of the quality assurance plan shall be evaluated at least annually and revised as necessary.

REPORTS

(1) Contractor shall provide to the Contracting Officer’s Representative (COR), monthly reports on their customer service surveys to include outline of any specific issues/problems for that month along with their solutions to correct any issues.

(2) Contractor shall provide to the COR quarterly activity reports, with the following information:

· Number of complaints regarding wheelchair (special mode) accessibility noted by veterans, and/or, others who accompany a veteran and provide equivalent of familial support

· Number of complaints regarding rooms not cleaned upon check-in noted by veterans, and/or, others who accompany veterans and provide equivalent of familial support

· Number of complaints noting none working available electronic equipment in veterans’ room such as the clock alarm, lighting, television, etc.

7) CUSTOMER SERVICE

The Contractor shall provide all complaints noted by veterans, and/or, others who accompany the veteran and provide equivalent of familial support. Contractor shall develop a customer service survey form to be completed by the customer. This shall be part of the Contractor’s Quality Assurance Program.

8) PERFORMANCE STANDARD AND QUALITY STANDARDS

The government will periodically evaluate the contractor’s performance in accordance with the Quality Assurance Surveillance Plan.

2 Rooms ADA Compliant

SOW

Room Requirements, paragraph b

· 100 % price reduction per room not ADA compliant

· Finds/Pays full night’s stay to have another hotel with ADA compliant

Random and unannounced visits of 5 times during each quarter; Results reported during quarterly QA meetings

Rooms clean at time of veterans check-in.

SOW

Room Requirements, paragraph e

· 10 % price reduction per room not clean or available for occupancy within 15 minutes at time veterans checks-in

· 30% price reduction per room not clean or available for occupancy within 30 minutes of veterans check-in time

· Termination for Cause for another room not available for occupancy due to cleanliness at time of check-in falls under 97 % Random and unannounced visits of 5 times during each quarter. Results reported during quarterly QA meetings

RECORDS MANAGEMENT OBLIGATIONS

A. Applicability This clause applies to all Contractors whose employees create, work with, or otherwise handle Federal records, as defined in Section B, regardless of the medium in which the record exists.

B. Definitions “Federal record” as defined in 44 U.S.C. § 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them.

The term Federal record:

1. includes Bay Pines VA Healthcare System records.

2. does not include personal materials.

3. applies to records created, received, or maintained by Contractors pursuant to their Bay Pines VA Healthcare System contract.

4. may include deliverables and documentation associated with deliverables.

C. Requirements

1. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

2. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

3. In accordance with 36 CFR 1222.32, Contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

4. Bay Pines VA Healthcare System and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of Bay Pines VA Healthcare System or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, Contractor must report to Bay Pines VA Healthcare System. The agency must report promptly to NARA in accordance with 36 CFR 1230.

5. The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the contract. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to Bay Pines VA Healthcare System control or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the contract. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

6. The Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The Contractor (and any sub-contractor) is required to abide by Government and Bay Pines VA Healthcare System guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

7. The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with Bay Pines VA Healthcare System policy.

8. The Contractor shall not create or maintain any records containing any non-public Bay Pines VA Healthcare System information that are not specifically tied to or authorized by the contract.

9. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the Freedom of Information Act.

10. The Bay Pines VA Healthcare System owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which Bay Pines VA Healthcare System shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Contractor rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR 52.227-20.

11. Training. All Contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take [Agency]-provided records management training. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

[Note: To the extent an agency requires contractors to complete records management training, the agency must provide the training to the contractor.] D. Flowdown of requirements to subcontractors

1. The Contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph, in all subcontracts under this [contract vehicle], and require written subcontractor acknowledgment of same.

2. Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.

VA INFORMATION CUSTODIAL LANGUAGE

Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (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)

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) 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2021) (JUL 2020) (DEVIATION)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

The clause at 52.212-5, Contract Terms and Conditions Required To Implement Statutes Or Executive Orders -- Commercial Items, applies to this acquisition and the following additional FAR clauses cited in the clause are applicable to the acquisition:

52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 10/1/2022 through 9/30/2027.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $75,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $1.2 million

(2) Any order for a combination of items in excess of $ million; or

(3) A series of orders from the same ordering office within 10 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 10 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order.