36C10D24Q0298.docx

36C10D24Q0298

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

VA

36C10D24Q0298 09-05-2024

MICHAEL GAMBY

360-816-2774 09-19-2024 17:00

PDT

00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Directorate 1800 G Street NW Washington DC 20006 X X 541612 $29 Million N/A X 00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Division 1800 G Street NW Washington DC 20006 00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Directorate 1800 G Street NW Washington DC 20006

All invoices must be e-mailed to:

See CONTINUATION Page The Contractor shall provide Employee Assistance Program Services for the Portland and Anchorage Regional Office in accordance with the Statement of Work.

This procurement is a Total Service Disabled Veteran-Owned Small Business (SDVOSB) Set-aside.

852.219-75 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—

CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION

NEED TO BE COMPLETED.

See CONTINUATION Page X X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C10D Department of Veterans Affairs Veterans Benefits Administration Acquisition Directorate 1800 G Street NW Washington DC 20006

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Portland EAP Services pursuant to the terms and conditions contained in the Statement of Work.

Contract Period: Base POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 541612 - Human Resources Consulting Services PRODUCT/SERVICE CODE: R431 - Support - Professional: Human Resources

LOCAL STOCK NUMBER: 1

Anchorage EAP Services pursuant to the terms and conditions contained in the Statement of Work.

Contract Period: Base POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 541612 - Human Resources Consulting Services

Portland EAP Services pursuant to the terms and conditions contained in the Statement of Work.

OY1

Contract Period: Option 1 POP Begin: 10-01-2025 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 541612 - Human Resources Consulting Services

Anchorage EAP Services pursuant to the terms and conditions contained in the Statement of Work.

OY1

Contract Period: Option 1 POP Begin: 10-01-2025 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 541612 - Human Resources Consulting Services

Portland EAP Services pursuant to the terms and conditions contained in the Statement of Work.

OY2

Contract Period: Option 2 POP Begin: 10-01-2026 POP End: 09-30-2027 PRINCIPAL NAICS CODE: 541612 - Human Resources Consulting Services

Anchorage EAP Services pursuant to the terms and conditions contained in the Statement of Work.

OY2

Contract Period: Option 2 POP Begin: 10-01-2026 POP End: 09-30-2027 PRINCIPAL NAICS CODE: 541612 - Human Resources Consulting Services

Portland EAP Services pursuant to the terms and conditions contained in the Statement of Work.

OY3

Contract Period: Option 3 POP Begin: 10-01-2027 POP End: 09-30-2028 PRINCIPAL NAICS CODE: 541612 - Human Resources Consulting Services

Anchorage EAP Services pursuant to the terms and conditions contained in the Statement of Work.

OY3

Contract Period: Option 3 POP Begin: 10-01-2027 POP End: 09-30-2028 PRINCIPAL NAICS CODE: 541612 - Human Resources Consulting Services

Portland EAP Services pursuant to the terms and conditions contained in the Statement of Work.

OY4

Contract Period: Option 4 POP Begin: 10-01-2028 POP End: 09-30-2029 PRINCIPAL NAICS CODE: 541612 - Human Resources Consulting Services

Anchorage EAP Services pursuant to the terms and conditions contained in the Statement of Work.

OY4

Contract Period: Option 4 POP Begin: 10-01-2028 POP End: 09-30-2029 PRINCIPAL NAICS CODE: 541612 - Human Resources Consulting Services

STATEMENT OF WORK

EMPLOYEE ASSISTANCE PROGRAM (EAP)

FOR DEPARTMENT OF VETERANS AFFAIRS

VBA PORTLAND AND ANCHORAGE REGIONAL OFFICES

1. GENERAL

The Department of Veterans Affairs Portland and Anchorage Regional Offices have a requirement to provide Employee Assistance Program (EAP) services by an independent, local counseling service for assessment, referral and limited counseling for approximately 312 employees (242 in Portland and 70 in Anchorage) inclusive of their immediate family members. Immediate family includes spouse, children, including adopted children and employee’s parents. Costs of additional counseling services will be paid by employees or their health insurance providers. Referrals of employees and/or eligible family members may be self- referral or by a recommendation by any supervisor of the Department of Veterans Affairs Portland and Anchorage Regional Office.

2. BACKGROUND

This program serves employees who are experiencing personal problems that may be affecting their job performance, attendance, or conduct. EAP counselors provide assessment, referral, and short-term counseling services to employees with family or marital difficulties, alcohol or drug dependency, financial, mental, emotional or other problems.

3. OBJECTIVE OF THE EMPLOYEE ASSISTANCE PROGRAM (EAP)

Contractor shall independently provide support services to satisfy the overall operational objectives of the Portland and Anchorage Regional Offices. Contractor shall provide access to appropriate prevention, treatment and rehabilitation programs and services for employees of the Portland and Anchorage Regional Offices with alcohol, drug, mental, emotional, family or other personal problems which adversely affect job performance, and to provide guidance for supervisors to effectively handle problems of employees, which adversely affect job performance.

4. EMPLOYEE ASSISTANCE PROGRAM POLICY

4.1. The program is available to all employees and their immediate families, since problems at home may affect work. Immediate family includes spouse, children, including adopted children and employee’s parents.

4.2. All records and discussions of personal problems will be confidential and will not jeopardize an employee’s job security, promotional opportunities or reputation. These records will be kept by the designated counseling resource; furthermore, an individual’s specific records will not be reported to the regional office.

4.3. Verification of usage will be accomplished through auditors or auditors suggested by contractor or independent auditors selected by the Regional Office ensuring confidentiality is maintained for the user.

4.4. Supervisors may use the program to obtain guidance when personal problems of subordinate staff cause unsatisfactory job performance and/or to refer employees to the program.

4.5. It is the policy of the Portland and Anchorage Regional Offices to intervene only when problems affect job performance or reflect discredit to the regional office.

4.6. Employees in treatment or rehabilitation will be eligible for sick leave on the same basis as is granted for other health problems; if sick leave is not available, annual leave or leave without pay will be considered.

4.7. These policies do not alter nor replace existing administrative policy or contractual agreements of the Portland and Anchorage Regional Offices but are intended merely to assist the Portland and Anchorage Regional Offices in carrying out existing policies.

5. PROGRAM REQUIREMENTS, TASKS, AND OBJECTIVES

The EAP Contractor is expected to provide, at a minimum, the following:

5.1. Diagnostic Services: To include up to three visits per presenting problem for evaluation, assessment and initial counseling directed toward identifying and assessing the complexity of personal problems, which may affect job performance. The contractor shall provide services of the type herein described to employees and their immediate families during regular work hours.

The contractor shall provide a 24 hours toll-free line where callers speak immediately to a counselor.

5.2. Referral Services: Motivational counseling and referral to competent care and follow-up directed toward appropriate community resources for employees and dependents whose problems warrant specialize and/or longer-term counseling. The Services performed under said referrals are not paid for under this the resultant award. Contractor shall work with Counselee in setting up a referral that is to be paid for by the Counselee and/or by their Federal Employees Health Benefits (FEHB).

5.3. Work-Related Issues: Issues covering job dissatisfaction and/or work-related problems will be referred to the EAP Coordinator of the Portland and Anchorage Regional Offices EAP Coordinator or other HR designee.

5.4. Work-life services to include:

5.4.1. Childcare information and referrals for all types of childcare, camps, and schools. Eldercare information and referrals

5.4.2. Adoption resources.

5.4.3. Academic resources, including customized profiles for military schools, boarding schools and colleges. College planning guides include sources of financial assistance, educational consultants, SAT information and relevant web sites.

5.4.4. Legal consultation provided by attorneys for such matters as bankruptcy, credit, estate planning, real estate, wills, etc.

5.4.5. Financial consultation by experts regarding debt matters, investment options, money management and retirement planning.

5.4.6. Tutoring referrals for children needing academic assistance. Employees can receive information on programs that provide tutoring at a designated site or in the home.

5.5. Maintaining individual case files: The contractor shall be responsible for maintaining complete, individual case files for every employee referred for assistance. Such case records shall be maintained in accordance with the confidentiality requirements of Public Law 92-282 and the implementing Federal Regulations. All records of the Employee Assistance Program are considered to be the property of the Department of Veterans Affairs. Contractor shall return the original records to the appropriate persons at the termination of the contract.

5.6. Contractor will provide the Portland and Anchorage Regional Offices with brochures, posters and other materials to promote and maintain employee awareness, to familiarize employees and supervisors with services available through the EAP, and to enhance employee and supervisory understanding of how personal problems can affect job performance.

5.7. Management consultation services: To include telephone consultation for the purpose of assisting supervisors to determine and implement a course of action for dealing with an employee with performance problems that may be connected with mental, emotional, drug, alcohol, or personal problems within the scope of this contract. When management requests a consultation, the contractor must respond to the manager within a 24-hour period.

5.7.1. Contractor will provide Annual Supervisory training to the Portland and Anchorage Regional Offices to promote the EAP program and detail the various avenues in which Supervisors can utilize the EAP Program. Training will be approximately one (1) hour annually.

5.8. Training, orientation, and promotional material to include:

5.8.1. Introductory, and quarterly thereafter, informational brochures highlighting EAP topics of employee interest. The brochures shall include, but not be limited to, how to obtain EAP services, what services are available, and who are covered under the program. Material shall emphasize the confidential nature of the EAP program.

5.8.2. An EAP website that can be accessed at home or work so employees have another avenue to be educated and seek topics of interest.

5.8.3. Orientation sessions for employees shall include, but not be limited to, how to obtain EAP services, what services are available and for whom. The orientation shall emphasize the confidential nature of the EAP program. The contractor is expected to have orientation sessions for employees annually.

5.8.4. Training sessions for supervisors shall include, but not be limited to, the following topics: availability of advice and consultation for supervisors, basic distinction between supervision and counseling, general principles of crisis management, need for supervisors to emphasize privacy and confidentiality, voluntary vs. involuntary referral (alternative to administrative adverse action), methods of reporting breakdown or adequacy or continuity of treatment, basic concepts of mental health, illness, alcoholism and substance abuse, treatment methods and prognosis. The government reserves the right of final review and approval of all informational materials to be distributed to employees and supervisors. The contractor is expected to have orientation sessions for managers annually.

5.8.5. Contractor will be notified by the EAP Coordinator(s) of the Portland and Anchorage Regional Offices (or designated HR) at least 30 days in advance of orientation and training sessions for both employees and supervisors. (*Note: EAP Coordinator(s) are not authorized to give directions to the contractor or make changes to the scope of this PWS without authorization from the Contracting Officer and a modification to the contract.)

5.9. Statistical Reporting Required:

5.9.1. Quarterly, within 30 days after the end of the quarter, the contractor shall provide a summary status report and individual status reports on all active cases, cases dropped, and cases resolved. For each of the categories, alcohol, other drugs and emotional/other (which shall be further sub-classified into emotional/psychological/psychiatric, marital, other family, financial, legal, smoking, weight and other, or such other categories approved by the government).

5.9.2. In order to reduce the possibility (or perception by employees of the possibility) that information extracted from statistical data could be used to identify employees, data provided by the contractor will be limited to the above data elements.

6. TASKS/OBJECTIVES:

6.1. Requirements:

6.1.1. Availability: The contractor is required to provide Telephonic EAP Services on a 24 hour, 7 Days a week basis (i.e. 24/7). Service price will be based upon Employee Population which will be identified by the Regional Office.

6.1.2. Confidentiality of records and referrals: Contractor will ensure that no employee of the Portland Regional Office will be assigned for diagnosis; referral or counseling to a VA affiliated person unless specifically requested by the employee.

6.1.2.1. All services are to be provided by the contractor to employees without regard to race, color, creed or national origin.

6.1.2.2. Contractor agrees to comply with requirements to the confidential nature of patient records in accordance with 42 USC Section 290dd-2 and Section 333 of Public Lab 91-616 (as amended by PL 92- 282), Section 408 of PL 92-255, and Federal Regulations of the Special Action Office for Drug Abuse Prevention (21 CFR Part 1401). The government agrees to provide the contractor with a copy or website address of these requirements upon written request.

Contractor will ensure the physical security of records and prevention of disclosure of the records, reports, or other private information of employees, except with the employee's informed written consent.

6.1.2.3. Privacy Act Notification: Contractor shall maintain counseling records which fully comply with the Privacy Act of 1974, Public Law 93-579, December 31, 1974 (5 U.S.C.552) and applicable agency regulations, and which are accurate and complete. Violations of the Act may involve the imposition of criminal penalties. Contractor shall ensure the physical security and prevention of disclosure of the records, reports or other private information regarding the employees of the Regional Office. This information even with the employee’s informal written consent cannot be used without the approval of the Regional Office. These records shall be maintained on the business premises in a secured locked file.

6.1.2.4. Exclusions: Medications and physical examinations are not to be considered a part of the independent counseling services for the EAP and shall not be provided under this contract. Employees shall be advised that the government will not reimburse through this program for physical examinations, drugs, hospitalizations or other medical treatments.

6.1.2.5. Fees paid by the Department of Veterans Affairs shall not be greater than fees paid to the contractor by any other referral source for the same service. Fees cannot be paid for the services not authorized.

6.1.2.6. The contractor agrees to save and hold harmless the Department of Veterans Affairs and its employees from any and all claims and liabilities of any type whatsoever and for damage to, loss or destruction of/on any property of a person, firm, corporation and/or other party; and for the injury to or death of any person or persons which now or hereafter arise out of or result from or be in any way connected, directly or indirectly, with said provision of services or the performance of the resultant contract.

6.1.3. Program Availability: A toll-free number will be available for out-based employees that are not within 30 miles travel distance of the designated Regional Offices.

Contractor will have referral capability in the out-based areas.

6.1.4. Emergency (crisis capability with psychiatric/psychological backup) and afterhours EAP calls shall be responded to by a professional staff member on a 24-hour daily basis.

Contractor to forward medical emergency calls to 911 when applicable.

6.1.5. Appointments will be made so that the client will be seen within three (3) working days or sooner as appropriate.

6.1.6. Select personnel of the Portland Regional Office are designated by the Contracting Officer and are authorized to act within the limitations specified and written restrictions specifically imposed under the terms of the order and by the Contracting Officer. This authority shall extend to the following: inspection, acceptance, or rejection of work.

6.1.7. This designation does not include authority to direct changes in scope, price, terms or conditions of the contract or order. The authority herein also does not include authority to execute modifications to the contract or order, which require the signature of the Contracting Officer, or to bind the Government by contract in terms of a proposed contract change.

6.2. Quality Assurance: Contractor shall submit a quality control plan prior to award to address performance standards and requirements.

6.2.1. Contractor will provide the Portland and Anchorage Regional Offices with program evaluation data obtained by Contractor through the seeking and evaluation of client and/or supervisory feedback of services rendered. Such evaluation shall pertain to diagnostic and referral services provided as well as services provided by referral sources. This follow-up activity with clients and/or supervisors may be conducted on a quarterly basis for one year following initial intake.

6.2.2. Program Assessment: The contractor shall provide the following (minimum):

6.2.2.1. A method of surveying program users, including employees, family members and supervisors about their experiences and overall satisfaction with the services provided (survey shall preserve the anonymity of the users from the government).

6.2.2.2. A balance summary of employee and supervisor comments (without identifying employees) about experience with the program.

6.2.2.3. A summary of activities, including statistics of program utilization and the education and outreach activities carried out by the contractor.

6.2.2.4. Major problems and/or obstacles encountered and how these were resolved or dealt with.

6.2.2.5. Major success of the program.

6.2.2.6. An executive summary of the findings, of not more than 3 pages.

7. REGIONAL OFFICE RESPONSIBILITIES

7.1. To assure adequate acceptability and utilization of these diagnostic and referral services, the Portland and Anchorage Regional Offices agree to participate in program exposure and employee education of the services available. Distribution of promotional materials to employees shall be at the expense of the Regional Offices.

8. PUBLISHING RESULTS

None of the information or data gathered in connection with the services specified in this contract, or studies or materials based thereon or relating thereto, shall be publicized without the prior approval of an authorized official of the VA Regional Office.

9. LICENSES AND QUALIFICATIONS

9.1. All personnel under this contract shall be employees or assignees of the contractor who shall be responsible for validation of their qualifications to perform the services herein described.

9.2. The EAP staff shall have demonstrated ability to work in a business setting, and to advise supervisors and managers on dealing with troubled employees and, at a minimum, shall possess the following qualifications:

9.2.1. He/she shall be a professional trained psychologist, social worker, psychiatric nurse, psychiatrist, or physician.

9.2.2. The individual shall meet applicable state requirements as to licensure and/or qualifications which are necessary to practice within the applicable state.

9.2.3. He/she shall have at least 2 years of experience in the field of alcoholism and drug abuse counseling.

10. DELIVERABLES/SUBMITTALS

10.1. Insurance documents

10.2. Quality Control Plan

10.3. Certifications of employees/assignees

10.4. Monthly or Quarterly Invoices

10.5. Quarterly Usage Report (With each Invoice)

11. INVOICES

11.1. Invoices are to be submitted monthly in arrears, citing the contract number and purchase order number for the Portland Regional Office.

11.2. Contractor is specifically prohibited from invoicing for anything not covered under this contract; i.e., physical examinations, medication, other medical treatment. All telephone calls with employees or significant others, consultations between contract counselor and other individuals, contractor employee travel, employees not keeping appointments (no shows), or 36C10D24Q0298 services not specifically authorized in contract costs are fixed monthly costs.

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SECTION C - CONTRACT CLAUSES

C.1 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS (JAN 2017)

(a) Definitions. As used in this clause— Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

Subcontract means any contract as defined in subpart 2.1 entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders.

Subcontractor means any supplier, distributor, vendor, or firm (including a consultant) that furnishes supplies or services to or for a prime contractor or another subcontractor.

(b) The Contractor shall not require its employees or subcontractors to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

(c) The Contractor shall notify current employees and subcontractors that prohibitions and restrictions of any preexisting internal confidentiality agreements or statements covered by this clause, to the extent that such prohibitions and restrictions are inconsistent with the prohibitions of this clause, are no longer in effect.

(d) The prohibition in paragraph (b) of this clause does not contravene requirements applicable to Standard Form 312 (Classified Information Nondisclosure Agreement), Form 4414 (Sensitive Compartmented Information Nondisclosure Agreement), or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(e) In accordance with 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) use of funds appropriated (or otherwise made available) is prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

(f) The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts under such contracts.

(End of Clause) C.2 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause) C.5 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (DEVIATION)

(a) Definition. for the Department of Veterans Affairs, ‘‘Service-disabled Veteran-owned small business concern or SDVOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.201, Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled Veterans (or eligible surviving spouses) or, in the case of a service-disabled Veteran with permanent and severe disability, the spouse or permanent caregiver of such Veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been certified for ownership and control pursuant to 38 U.S.C. 8127, 13 CFR 128, and is listed as certified in the SBA certification database at https://veterans.certify.sba.gov/; and

(v) The business agrees to comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size, government contracting, and the Veteran Small Business Certification Program at 13 CFR parts 121, 125, and 128.

(2) The term ‘‘Service-disabled Veteran’’ means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(3) The term ‘‘small business concern’’ has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term ‘‘small business concern owned and controlled by Veterans with service-connected disabilities’’ has the meaning given the term ‘‘small business concern owned and controlled by service-disabled veterans’’ under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)).

(5) The term “SDVOSB participant” or certified SDVOSB means a small business that has been certified in the SBA Veteran Small Business Certification Program and listed in the SBA certification database (see 13 CFR 128.102).

(b) General. In order for a concern to submit an offer and be eligible for the award of an SDVOSB set-aside or sole source contract, the concern must qualify as a small business concern under the size standard corresponding to the NAICS code assigned to the contract and be listed as an SDVOSB participant in the SBA certification database as set forth in 13 CFR 128.

(1) Offers received from entities that are not certified SDVOSBs and listed in the SBA certification database at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made to a certified SDVOSB listed in the SBA certification database who is eligible at the time of submission of offer(s) and at the time of award.

(3) The requirements in this clause apply to any contract, order or subcontract where the firm receives a benefit or preference from its designation as an SDVOSB, including set-asides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C.