S02 - SOLICITATION.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. UEI: EFT:

PHONE: FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

636-24-1-4454-0002

36C26323Q1160 09-15-2023

Erica Miller 319-688-3703 09-25-2023

8AM CDT

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

1303 5th St, Suite 300 Coralville IA 52241

X 100

X

485999

$19 Million

N/A

X

Department of Veterans Affairs Iowa City VA Health Care System 601 Highway 6 West Iowa City IA 52246

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

1303 5th St, Suite 300 Coralville IA 52241

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971

X

See CONTINUATION Page

Transplant Airport Shuttle - IC

This solicitation is being conducted by the NCO 23 contracting office

This solicitation is lowest price technically acceptable (LPTA)

This solicitation is an SDVOSB set-aside

All questions need to be submitted 72 hours before official due date stated in block 8 to be considered

Sign SF1449 and return all pages with offer submission

Failure to submit all documents by the due date in block 8 may be found nonresponsive

See CONTINUATION Page

636-3640160-4454-820200-2119-636XXXX-040020201

X X

X 1

Steven Hernandez Contracting Officer

36C26323Q1160

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 SPECIFICATIONS / SOW

B.3 PRICE/COST SCHEDULE

B.3 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (DEC 2022)

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

C.3 52.222-19 CHILD LABOR—COOPERATION WITH AUTHORITIES AND

REMEDIES (DEC 2022)

C.4 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED

SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023)

(DEVIATION)

C.5 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.6 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (JUN 2023)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (MAR 2023)

E.2 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.3 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

E.4 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

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 Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

1303 5th St, Suite 300 Coralville IA 52241

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other []

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

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

AMENDMENT NO DATE

Statement of Work Transportation Service

B.2 SPECIFICATIONS / SOW

1. Requirement. The Department of Veterans Affairs, VA Midwest Health Care Network, Veterans Integrated Service Network (VISN) 23, Iowa City VA Health Care System

(VAHCS), located at 601 Highway 6 West, Iowa City, Iowa 52246-2209 requires Airport

Shuttle Services on an as-needed basis. This is a firm fixed price indefinite delivery indefinite quantity (FP-IDIQ)contract, starting with one (1) base year and includes four

(4) one-year option periods to be exercised at the discretion of the Government.

2. Background. One-way and roundtrip Airport Shuttle Services are needed to transport veterans, support person(s), and individuals providing living donation, between airports and the ICVAHCS and the contracted lodging hotel. Vehicles must be equipped to transport VA beneficiaries in wheelchairs and/or assist with other medical equipment.

Trips are needed on an as needed basis.

3. Description of Services.

a. Transportation will be needed on an as-needed basis 24/7, 365 days a year to transport beneficiaries between listed airports and designated destinations.

1. Eastern Iowa Airport, 2121 Arthur Collins Parkway SW, Cedar Rapids, IA

52404

2. Quad City International Airport, 2200 69th Avenue, Moline, IL 61265

3. Iowa City Municipal Airport, 1801 S. Riverside Drive, Iowa City, IA 52246

b. Reservations will be made by calling the contractor’s scheduling service or by using the contractor’s online scheduling program. Only designated Transplant Service personnel and on the Administrative Officer on Duty (AOD) will be allowed to make reservations.

c. Passengers will be picked up and dropped off at the shuttle/taxi designated areas according to airport(s) policy.

d. The requirement is for a per trip charge which may include one additional stop in the case where a patient comes to the ICVAHCS for emergency deceased donor transplant surgery, and the support person requires transportation to the contracted hotel within the same trip.

e. Transportation must be provided by a licensed Shuttle, Taxi, or other passenger transportation service.

f. Transportation will be provided in a licensed and insured car, van or other passenger vehicle that can again accommodate wheelchairs and/or other medical equipment.

g. The estimated number of single trips is 150 annually.

4. Driver’s Conduct. The following acts are not permissible by drivers that provide services under this contract or while on VA premises:

a. Use of intoxicating liquors, narcotics, or controlled substances of any kind (excluding doctor’s prescriptions which do not impair driver’s driving ability) while on duty or reporting for duty while under the influence of liquors, narcotics, or controlled substance of any kind (excluding doctor’s prescriptions which do not impair driver’s driving ability).

b. Gambling in any form.

c. Smoking and other uses of tobacco while on duty. Drivers and passengers are prohibited from smoking in transportation vehicles. The smell and residual smoke may cause patients who will be riding in the transportation vehicle to become ill.

d. Carrying of pistols, firearms, or concealed weapons.

e. Playing loud, indecent, or profane music.

f. Resorting to physical violence to settle a dispute with a passenger in public while on duty.

g. Spitting in prohibited places or any other unsanitary, offensive, or insensitive practices or behavior.

h. Use of loud, indecent, or profane language and/or making threatening or obscene gestures toward passengers or others.

i. Stopping for personal business, including excessive use of restroom facilities, while vehicle is occupied by a passenger. The driver shall not leave the vehicle with the key in the ignition at any time.

j. Engaging passengers in a verbal confrontation to settle a disagreement. Should a disagreement arise, the driver is to contact their dispatcher/supervisor. Also, drivers will not engage in any religious, political, or personal discussions with passengers.

k. Soliciting or accepting tips from passengers, companions, or others at any time.

l. Drivers will always display professional manners. Rude or obscene behavior or language will not be accepted. Aggressive driving will not be tolerated. Nor will drivers be expected to tolerate the same from the passengers.

5. Communication System. The Contractor’s Communication System shall consist of:

a. The Contractor shall make available sufficient telephone capacity to ensure immediate communication access between the Iowa City VAHCS and the

Contractor’s facility for the purposes of canceling trip requests as well as handling other emergencies.

b. The Contractor shall have telephone coverage to accept calls from the Iowa

City VAHCS 24 hours a day and 7 days a week.

c. The Contractor shall ensure the availability of GPS tracking devices, mobile radio and/or cellular telephone communication with all vehicles always providing transportation service.

6. Service Disruption.

a. Hazardous Weather. When conditions, neither foreseeable and/or controllable by the

Contractor occur, such as but not limited to severe storms, flooding, blizzards, snow, hazardous road and travel conditions, time and distance requirements shall be considered secondary to safety precautions. Delays or exceptions to the required quality of services will be reported to the COR or AOD. The COR will decide as to whether such delays in service will be excused.

b. Accidents. Contractor shall immediately report all incidents and accidents to the

VAHCS COR, and/or other appropriate officials, including those where there is no apparent injury to the patient, which occurs while transporting VA beneficiaries. A written report from the driver documenting the facts of the incident/accident must be provided to the VAHCS COR within 24 hours of the occurrence. The written report will include the names, addresses, and telephone numbers of any witnesses as well as any applicable Police Reports. Any accident involving major damage, serious personal injury or loss of life shall be reported to the COR immediately. Records shall be kept for three (3) years for each accident where a VA beneficiary is involved.

c. Breakdowns. The Contractor shall report to the COR or AOD all vehicle breakdowns

(with vehicle number) or other problems, which may cause service disruptions immediately.

d. When a breakdown occurs, it is the responsibility of the Contractor to provide back-up transportation to minimize any delay or inconvenience to the passenger(s).

7. Provision of Services.

a. Drivers shall wear appropriate attire with a picture identification badge that clearly identifies the company they work for and the contract employee’s name.

b. Driver shall ensure the employees or patients are seated in an approved seat prior to transportation beginning from a location. No one will sit on the floor or stand in the vehicle, if equipped.

c. Contractor’s performance shall be in conformance with the contract and all applicable

Federal, state, and local laws to include Department of Transportation, 49 CFR, Parts 27, 37, 38, 571 and VA Standards. All regulations of the State Public Service commission (PSC) (of where the Contractor’s facility is located) governing the control, operation of and licensing of the transportation contractor are incorporated herein by reference. All records submitted to and/or compiled by the Contractor regarding vehicle inspections, safety, maintenance records, and manifests, etc. may be reviewed prior to awarding a contract and periodically throughout the term of the contract.

d. If required or needed, if the vehicle is not equipped with an automatic step and one is needed, the driver will exit the vehicle and place a step at the door to assist passengers loading and unloading the vehicle.

8. Equipment and Vehicles.

a. The Government reserves the right to inspect Contractor equipment and vehicles or require documentation of compliance with contract specifications. Such an inspection if conducted does not constitute a warranty by the Government that the Contractor’s vehicles and equipment are properly maintained.

b. The Government reserves the right to restrict the Contractor’s use of equipment and vehicles which need repair, unclean, unsafe, damaged on the interior or exterior body, and are not in compliance with contract specifications. The restriction of such equipment and vehicles shall not relieve the Contractor from providing all required services as defined herein.

c. The Contractor shall transport beneficiaries in vehicles (for the required purpose) that meet the specifications identified herein. Vehicles and equipment used in performance of this contract shall be as follows:

(1) All vehicles shall meet current applicable Federal, State, and local specifications and regulations including, but not limited to, licensing, registration, insurance coverage and safety standards. Licensing by the State of Iowa is required. Vehicles shall also meet any city or county requirements as mandated by these agencies.

(2) Vehicles shall be always clean and in good repair during the performance of this contract. All vehicles shall be equipped with a first aid kit and a warning triangle.

(3) Vehicles shall undergo continual preventive maintenance as per manufacturer’s recommendation.

(4) All vehicles shall be equipped with a cellular phone and GPS that shall be always operational during contract performance. Vehicles shall meet or exceed all applicable Federal, State, and local regulations about chauffeuring paying clients. This shall include all Department of Transportation requirements.

(5) The vehicle(s) and their equipment and supplies must be of the quality, model, and condition to assure high quality transportation and shall meet the minimum standards for maintenance, equipment and staffing of all sedans operated. If a shuttle is used, it must have adequate straps and seat belts necessary to secure passengers. The Contractor must have records of preventive maintenance of all sedans being used for service to the Vehicles and maintenance records will be made available to the VA for quarterly inspections or whenever the COR feels such inspections are needed.

9. Vehicle Specifications.

a. All vehicles under the terms and conditions of this contract shall be licensed and meet the minimum vehicle requirements as mandated by the Department of

Transportation in the State of which the vehicle is operated (Iowa).

b. All vehicles must have the following:

(1) Contractor shall provide a list of all vehicles utilized on this contract to the COR. The list shall include vehicle identification numbers and insurance certificates prior to providing service.

(2) Contractor shall submit vehicle list to the COR quarterly.

(3) Vehicles shall have a functioning speedometer which indicates speed in miles per hour (MPH) and a functioning odometer which indicates distance correctly in tenths of a mile.

(4) Vehicles shall be equipped with operational heating and air conditioning systems. Contractor shall not operate a vehicle for beneficiary pick-up if the Heating System is inoperable and the temperature is forecasted to be below 50 degrees Fahrenheit or if the AC system is inoperable and the temperature is forecasted to exceed 70 degrees Fahrenheit.

(5) Vehicles shall not have grime, oil or other substances, cracks, breaks, dents, and damaged points that noticeably detract from the overall appearance of the vehicle.

(6) Vehicles shall have all body molding in place, or if removed, holes shall he filled and painted.

(7) Vehicles shall have passenger compartments that are clean and empty.

(8) Vehicles shall not have torn upholstery or floor coverings, damaged or broken seats, sharp objects or edges that are protruding, or insects and vermin.

(9) Vehicles shall have windows and doors, which can be opened and closed in accordance with manufacturer standards.

(10) Vehicles shall meet all safety and mechanical standards established by

Federal, State, and local statutes and regulations.

(11) Vehicles shall have flares and reflective emergency cones or similar devices in the event of a breakdown.

10. Vehicle Inspection. The COR shall inspect all vehicles that are to be utilized in the performance of this contract.

a. The Government reserves the right to inspect any vehicle used to provide transportation services under this contract and reject equipment, without advance notification which is found to be in a condition or equipped in a manner which does not comply with contractual provisions. Such suspensions will be effective at the time of arrival of such equipment, or at the time the COR notifies the contractor that deficiencies have been reported.

b. Inspections shall be conducted:

(1) Prior to contract start.

(2) At the beginning of each contract period.

(3) Before each initial use of a vehicle that is added to the quarterly list.

(4) Quarterly throughout the life of the contract.

(5) Whenever the COR determines an inspection is warranted.

(6) Before a vehicle that has been out for repairs is returned to the fleet.

c. Contractor shall not use any vehicles for this contract that do not pass inspection.

d. COR shall contact the Contractor to coordinate the date, time, and location for inspections.

11. Driver’s List. The Contractor shall provide the COR a list of all drivers, utilized for this contract, quarterly. The Contractor shall ensure that all drivers providing services under this contract will have less than five (5) current points on their driver’s license, none of which were assessed for “Reckless Driving.” The VAHCS Iowa City reserves the right to order the removal from service under this contract, any driver who violates the provisions of this section. Contractor shall provide a copy of the state driver’s license as supporting documentation.

12. Passenger Complaints.

a. The COR will monitor the service provided.

b. The Contractor shall cooperate with the COR in providing information and answering questions in a timely manner when requested.

c. The Contractor shall refer complaints received directly from the customer(s) to the

COR.

d. All complaints received by the COR and forwarded to the Contractor shall be investigated promptly. After investigation and disposition, the Contractor shall respond to the COR within five (5) working days after receipt by the contractor.

e. Complaints against driver for inappropriate behavior or discourtesy will be submitted to the VAHCS COR and may result in the Iowa City VAHCS requiring Contractor to remove offending driver(s) from service. Drivers who accumulate five (5) unrelated, substantiated complaints in a 12-month period shall be prohibited from providing any further services under this contract.

f. The Contractor shall maintain a record of each employee as to the character, current driving records and physical capabilities of performing the duties under the contract.

This record will be made available for inspection upon request by the Contracting

Officer or the COR/ACOR.

13. Patient Welfare.

a. The Government expects the successful offeror to exercise extreme caution and care in handling of patients.

b. Any abuse of patients will be grounds for default action or termination of the contract.

c. The VA reserves the right to bar any driver from transporting VA beneficiaries should they violate any terms of this contract.

d. The Contractor will meet or exceed all regulatory agency requirements including patient confidentiality and safety standards.

Clauses:

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2) (i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart

42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to

(A) change the name in the SAM database;

(B) comply with the requirements of subpart 42.12; and

(C) agree in writing to the timeline and procedures specified by the responsible

Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)

(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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)

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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.

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 Iowa City VAHCS records.

2. does not include personal materials.

3. applies to records created, received, or maintained by Contractors pursuant to their Iowa

City VAHCS 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. Iowa City VA HCS 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 Iowa City VAHCS 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 Iowa City VAHCS. 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 vehicle]. 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 Iowa City VA HCS 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 vehicle]. 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 Iowa City VA HCS 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 Iowa City VAHCS policy.

8. The Contractor shall not create or maintain any records containing any non-public Iowa

City VAHCS 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 Iowa City VA HCS 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 Iowa City VA HCS 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. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

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.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have greed 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.

B.3 PRICE/COST SCHEDULE

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

100.00 EA __________________ __________________

Airport shuttle service for Transplant veterans and support individuals to be transported beteween airports and loding or the ICVAHCS for transplant services. Base year starting 11/01/2023 - 10/31/3034 + 4 option years Prices for base year are estimated on current service: Trips during regular business hours.

PRINCIPAL NAICS CODE: 485999 - All Other Transit and Ground Passenger Transportation PRODUCT/SERVICE CODE: V122 - Transportation/Travel/Relocation - Transportation: Motor Charter

50.00 EA __________________ __________________

Trips schedules for after regular business hours.

PRINCIPAL NAICS CODE: 485999 - All Other Transit and Ground Passenger Transportation

10.00 EA __________________ __________________

Trips that require a larger vehicle to accomodate patient supplies.

PRINCIPAL NAICS CODE: 485999 - All Other Transit and Ground Passenger Transportation

GRAND TOTAL __________________

B.3 DELIVERY SCHEDULE

ITEM NUMBER QUANTITY

DELIVERY

DATE

0001 SHIP TO: Department of Veterans Affairs VA Iowa City Healthcare System 601 Highway 6 West Iowa City, IA 52246 2209

USA

100.00 12 Months

0002 SHIP TO: Department of Veterans Affairs VA Iowa City Healthcare System 601 Highway 6 West Iowa City, IA 52246 2209

50.00 12 Months

0003 SHIP TO: Department of Veterans Affairs VA Iowa City Healthcare System 601 Highway 6 West Iowa City, IA 52246 2209

10.00 12 Months

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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.