36C10E22Q0006 Solicitation.docx

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

VA

F36B314-22-0000004 36C10E22Q0006 12-08-2021 Heather Allen 202-461-9449 12-15-2021 1pm

EST

00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Division 1800 G. Street N.W.

Washington DC 20006 X X 624190 $12 Million N/A X 00101 Department of Veterans Affairs Veterans Benefits Administration Roanoke Regional Office 210 Franklin Road SW Roanoke VA 24011 00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Division 1800 G. Street N.W.

Washington DC 20006

All invoices must be uploaded to Tungsten/OB10

See CONTINUATION Page The Contractor shall provide an Employee Assistance Program for the Roanoke Regional Office in accordance with the Statement of Work.

Quoters must submit required documents, parts I through IV as listed in Section E.3 Addendum to 52.212-2 to be considered responsive.

Questions are due by 1pm EST Friday, December 10, 2021 Quotes are due by 1pm Wednesday, December 15, 2021 Questions and Quotes to be emailed to heather.allen@va.gov See CONTINUATION Page x X x Heather Allen

VBA15L1-73571

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: TBD

b. GOVERNMENT: Contracting Officer 36C10E Heather Allen Department of Veterans Affairs Veterans Benefits Administration Acquisition Division 1800 G. Street N.W.

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.

All invoices must be uploaded to Tungsten/OB10 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

36C10E22Q0006

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B.2 STATEMENT OF WORK

Department of Veterans Affairs Employee Assistance Program – (EAP)

BACKGROUND

The Department of Veterans Affairs, Roanoke Regional Office, (RO), is committed to ensuring employees and their immediate family members to have access to Employee Assistance Program (EAP) Services. This statement of work is designed to obtain the services, labor, materials, and equipment necessary for Employee Assistance Program (EAP) service that provides confidentiality and prevents unauthorized disclosure of information.

SCOPE

This Statement of Work delineates the various tasks, deliverables, and activities required for individual counseling of employees and their immediate family members on a host of personal and job-related matters. Problem areas will include, but are not limited to, alcohol/drug abuse, trauma, mental illness, relationship/family conflicts, financial, stress, and job problems. The Contractor will provide crisis intervention, assessment, information and referral, short-term counseling, follow-up monitoring, training key agency personnel, consulting with managers, supervisors and key personnel on an ongoing basis.

PERIOD OF PERFORMANCE:

The period of performance is one base period of 12-months, with four (4), 12-months option periods. Work shall not take place on Federal holidays or weekends unless directed by the Contracting Officer (CO).

PLACE OF PERFORMANCE

The contractor shall perform the face-to-face counseling sessions in their contractor provided offices, for employees and eligible family members that are located within the Roanoke (Majority of Employees), Richmond, Hampton and Norfolk, VA areas only. At the employees’ request, Telephonic and Virtual Counselling Sessions shall also be made available via widely used platforms such as ZOOM. These platforms shall be specified in the response to the solicitation.

TYPE OF CONTRACT

Firm Fixed Priced.

APPLICABLE REGULATIONS

OPM Handbook: Federal Employee Assistance Programs, Guiding Principles, Framework and Definitions.

https://www.opm.gov/policy-data-oversight/worklife/reference-materials/eapguide.pdf

SPECIFIC TASKS WITH ASSOCIATED DELIVERABLE(S):

The Contractor shall perform the following tasks.

Clinical services shall include diagnostic evaluations, treatment planning, short-term counseling, trauma debriefings, referrals, monitoring, and follow-up services to clients as clinically indicated.

The contractor shall maintain a 5% utilization rate for traditional EAP counseling services with an average of 2 sessions per client. The program utilization rate is determined by dividing the number of clients who have been clinically serviced by the program by the total number (502) of eligible employees (plus family members).

Counseling will be primarily face-to-face for a maximum of three (3) sessions. Virtual and telephonic counselling sessions shall also be available using widely available platforms such as ZOOM. If additional counseling is necessary, a referral to a community facility or the patient’s primary care physician will be provided. (Scheduled calls between counselors and employees, as a follow-up, may occur, thus will need to be authorized in advance by COR and CO if considered billable). The contractor shall provide evaluation, counseling, and referral services to the covered employees, their immediate family members, and anyone living within an employee's household who has an impact on the employee's well-being.

The contractor will offer face-to-face counseling to all members of the covered population who request assistance or are referred to EAP. The counseling shall be short-term in nature and shall focus on diagnostic evaluation, problem resolution, and, when appropriate, referral to community resources which can provide skillful management of the problem presented. No more than three diagnostic sessions of one hour each shall be made available to covered participants for each distinct problem presented. These sessions shall also be made available telephonically or virtually at the employees’ request.

The contractor shall use a wide variety of community resources which offer treatment and rehabilitative assistance if the staff of those resources meets the qualifications requirements identified within this contract. Every attempt will be made to match a client with a clinician specializing in the treatment of the client's specified problem. The contractor shall be responsible for screening all utilized resources and maintaining current records regarding the services and qualifications of the staff of those resources. The contractor shall select community resources that qualify for third party reimbursement.

The contractor must have a 24 hour Hot-Line set-up and available, or a similar alternative. 7.1.5. The contractor will maintain a listing of appropriate local referral sources.

The contractor will contact the employee 14 calendar days after the referral is given to ascertain its appropriateness.

The contractor will have a quality assurance plan in place to assure only the highest quality referrals are utilized.

The contractor shall observe the same holidays as the Federal agencies serviced. If any primary staff member is unavailable due to vacation, conferences, and so forth, a qualified substitute must be provided.

An employee's call should result in either reaching an EAP counselor or staff member, or a call back the next business day. In no case should a call from an employee be returned later than the next business day. A scheduled appointment must be made within five working days.

The contractor shall provide on-going consultation and advice to managers, supervisors, key agency personnel and community resource personnel for the purpose of facilitating identification, referral, treatment, and follow-up for problem employees.

The contractor is responsible for advising managers and supervisors on how to effectively identify, intervene, and determine when to refer to EAP employees with job performance or conduct problems. As part of this responsibility the contractor will also 1) provide advice concerning client confidentiality requirements and 2) respond to request for information to the extent allowed by Federal confidentiality and privacy requirements.

Throughout a problem employee’s treatment program and as allowed by federal confidentiality and privacy requirements, the contractor shall be available to discuss rehabilitative efforts and their relationship to job performance and/or conduct.

Monitoring and Follow-up on Supervisory/Management Referrals. The contractor shall monitor and follow up on all EAP referrals and obtain written authorization from employees as needed to keep the referring supervisor informed of employee participation in the program. To accomplish this, the contractor will:

Maintain ongoing contact with a) the community treatment program to which the employee is referred and b) with the employee regarding treatment and job adjustment.

Within the constraints of confidentiality and consent, keep the referring management officials apprised of the employee's progress in treatment.

Assist, when possible, in an employee's job adjustment and reentry to the workplace.

The contractor will provide optional eight (8) hours of on-site agency specified group employee training, training key agency personnel, consulting with managers or supervisors for each contract period of performance.

The contractor shall adhere to the following guidelines when developing publicity and training materials:

All materials and presentations shall be non-sexist and nondiscriminatory in content and tone.

Publicity materials shall be developed with intent to continuously motivate and inform employees and their families of the beneficial services of EAP.

Special emphasis shall be given to the use, abuse, and addictiveness of alcohol and illegal and illicit drugs.

Education and outreach shall reflect a sensitivity to the stigma associated with admission of health or personal problems and every effort shall be made to diminish that stigma The contractor shall provide qualified trainers, their necessary travel costs, and all materials needed to provide on-going training to managers, supervisors, key agency personnel and all covered employees.

The training will cover diverse, work-related topics such broad areas as employee development, life and health management, family relationships, workplace interrelationships, communication, and effective supervision.

Individual training sessions will be a minimum of 1 hour but no more than 4 hours in length.

The number of employees attending will vary but will not normally exceed 50 per session.

On-Site Counseling for Tragedies - Throughout the term of the contract, the agency may require the contractor to conduct special group and/or individual on-site counseling sessions based on severe tragic occurrences, e.g., suicides, accidental deaths, etc.

The contractor shall be required to plan, develop, and conduct group counseling sessions not exceeding two (2) hours in length. The sessions will address the area of the identified tragedy and shall be designed to assist employees in dealing with the resulting emotional problem(s).

Optional Services - The Government may, at its discretion, request the contractor to provide "optional" services in addition to the basic requirements already stipulated. These services are priced independently from the basic requirements and may be exercised at any time throughout the contract performance period.

The contractor shall schedule requested appointments within five working days.

Counseling staff shall be available in person to employees, as a minimum between the hours of 8:00 A.M. To 5:00 P.M. Eastern, Monday through Friday, excluding Federal Holidays.

The contractor will maintain malpractice coverage on any clinical staff involved in this contract and is solely responsible for all clinical recommendations. The contractor shall hold & save the Government free from damages due to the provision of counseling services in connection with EAP, except for damages due to the fault or negligence of the Government.

Within 30 days of the end of the current performance period, the Contractor shall provide an end of the year report on the number of employees utilizing the EAP during the year, types of problems and trends noted, and workshops and training sessions offered.

Contractor Qualifications:

All professional practitioners and other personnel serving under this contract shall be employees or assignees of the contractor. The contractor is responsible for the validation of each employee's or assignee's qualifications to perform the services described herein. Minimum qualifications for the contractor's program director and counselors are as follows.

The Program Director shall possess at a minimum:

A master's degree Experience working as a mental health professional to include:

Three years’ experience as a clinician/therapist and/or clinical supervisor, and Three years’ experience working with alcohol and other drug-related cases.

If a clinical or counseling psychologist or other mental health professional, the Director shall be trained at the master's level and licensed as a psychologist.

If a psychiatrist, the Director shall be board certified in the applicable specialty and belong to the American Psychiatric Association.

EAP Counselors shall possess as a minimum:

A master's degree Post Doctorates are acceptable with experience working on Ph.D. with a minimum of one year experience.

Professional license as a clinical social worker or counseling/clinical psychologist.

Three or more years of clinical experience in working with a wide range of mental health problems or cases.

GOVERNMENT FURNISHED PROPERTY OR MATERIAL (GFP/GFE/GFI). None.

WORK AND HOLIDAYS

The ten official Federal Holidays are New Year’s Day, Martin Luther King Day, Presidents’ Day, Memorial Day, 4th of July, Labor Day, Columbus Day, Veterans’ Day, Thanksgiving, and Christmas.

SECURITY REQUIREMENTS

All work performed under this contract shall comply with health and safety regulations to include but not limited to Occupational Safety and Health Administration (OSHA) and other pertinent Federal requirements. The contractor will assure the confidentiality of all information connected with an employee's use of the program in accordance with P.L. 98-24; 42CFR Part 2, "Confidentiality of “Alcohol and Drug Abuse Patient Records," revised June 9, 1987, and the Privacy Act of 1974. Case files will be maintained on all employees seen in counseling and will be the property and responsibility of the Contractor. Case records will be maintained for at least three years after termination of the client case, or longer if required by state law.

Required Records and Reports The contractor shall maintain a sufficient system of records to provide all data and reports necessary for effective evaluation and management of the EAP. The system of records shall also be designed to inform managers of the effectiveness of the EAP in responding to supervisory referrals and employee self-referrals.

The contractor's system of records shall comply with applicable laws and regulations pertaining to alcohol and drug prevention, treatment, and rehabilitation; the Privacy Act of 1974 (Public Law 93-579); and confidentiality of medical counseling records. The contractor shall be subject to the penalties imposed by such laws and regulations for improper disclosure.

For every participant who is referred for assistance, the contractor shall maintain a complete case file. All case files are to be maintained in accordance with the confidentiality requirements of Public Law 93-282 and it’s implementing regulations in 42 CFR, Chapter 1, Sub. chap. A, Part 2, and the requirements of Public Law 93-579 otherwise known as the Privacy Act. Case files and other EAP records shall be retained by the contractor for a period of three years.

All records of the EAP are under the jurisdiction of the EAP Administrator. In the event of expiration or termination of this contract, the contractor shall ensure that all records established under the terms of this contract are sealed, secured, and shipped according to the Administrator's instructions and at the expense of the contractor.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

EAP Services (502 Employees) Contract Period: Base POP Begin: 12-27-2021 POP End: 12-26-2022 PRINCIPAL NAICS CODE: 624190 - Other Individual and Family Services PRODUCT/SERVICE CODE: R431 - Support - Professional: Human Resources

Optional 8 Hours On-Site, In-Person Training Contract Period: Base POP Begin: 12-27-2021 POP End: 12-26-2022

EAP Services (502 Employees) Contract Period: Option 1 POP Begin: 12-27-2022 POP End: 12-26-2023

Optional 8 Hours On-Site, In-Person Training Contract Period: Option 1 POP Begin: 12-27-2022 POP End: 12-26-2023

EAP Services (502 Employees) Contract Period: Option 2 POP Begin: 12-27-2023 POP End: 12-26-2024

Optional 8 Hours On-Site, In-Person Training Contract Period: Option 2 POP Begin: 12-27-2023 POP End: 12-26-2024

EAP Services (502 Employees) Contract Period: Option 3 POP Begin: 12-27-2024 POP End: 12-26-2025

Optional 8 Hours On-Site, In-Person Training Contract Period: Option 3 POP Begin: 12-27-2024 POP End: 12-26-2025

EAP Services (502 Employees) Contract Period: Option 4 POP Begin: 12-27-2025 POP End: 12-26-2026

Optional 8 Hours On-Site, In-Person Training Contract Period: Option 4 POP Begin: 12-27-2025 POP End: 12-26-2026

B.4 INVOICING INSTRUCTIONS:

Payment provided under the terms of this contract will be made Monthly in arrears for all services rendered and/or deliverables submitted and approved by the VA.

GOVERNMENT INVOICE ADDRESS:

TUNGSTEN (OB10) ELECTRONIC INVOICE SUBMISSION FSC e-INVOICE PROGRAM THROUGH AUSTIN PORTAL

FSC MANDATORY ELECTRONIC INVOICE SUBMISSION FOR AUSTIN PAYMENTS

Please include in all invoices the Contract/Purchase Order Number, or Task/Delivery Order Number TBD.

All invoices need to also be submitted using the same line item format in the contract or order.

Vendor Electronic Invoice Submission Methods:

Fax, email and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted data transmissions below.

VA’s Electronic Invoice Presentment and Payment System – The Financial Services Center (FSC) in Austin, TX uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten- network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI Web site is http://www.x12.org.

Vendor e-Invoice Set-up Information:

Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center in Austin, TX for payment processing. If you have questions about the payment status of a properly submitted invoice, the e-invoicing program, or Tungsten, please contact the FSC at the phone number or email address listed below.

Tungsten e-Invoice setup information: 1-877-489-6135 Tungsten e-Invoice email: VA.Registration@tungsten-network.com VA TUNGSTEN Number: AAA544240062 FSC e-Invoice contact information: 1-877-353-9791 FSC e-Invoice email: vafsccshd@va.gov FSC Internet: http://www.fsc.va.gov/einvoice.asp

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

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

(End of Clause)

C.4 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)

The Contractor will be required to design, develop, or operate a system of records on individuals, to accomplish an agency function subject to the Privacy Act of 1974, Public Law 93-579, December 31, 1974 (5 U.S.C. 552a) and applicable agency regulations. Violation of the Act may involve the imposition of criminal penalties.

(End of Clause)

C.5 52.224-2 PRIVACY ACT (APR 1984)

(a) The Contractor agrees to—

(1) Comply with the Privacy Act of 1974 (the Act) and the agency rules and regulations issued under the Act in the design, development, or operation of any system of records on individuals to accomplish an agency function when the contract specifically identifies—

(i) The systems of records; and

(ii) The design, development, or operation work that the contractor is to perform;

(2) Include the Privacy Act notification contained in this contract in every solicitation and resulting subcontract and in every subcontract awarded without a solicitation, when the work statement in the proposed subcontract requires the design, development, or operation of a system of records on individuals that is subject to the Act; and

(3) Include this clause, including this subparagraph (3), in all subcontracts awarded under this contract which requires the design, development, or operation of such a system of records.

(b) In the event of violations of the Act, a civil action may be brought against the agency involved when the violation concerns the design, development, or operation of a system of records on individuals to accomplish an agency function, and criminal penalties may be imposed upon the officers or employees of the agency when the violation concerns the operation of a system of records on individuals to accomplish an agency function. For purposes of the Act, when the contract is for the operation of a system of records on individuals to accomplish an agency function, the Contractor and any employee of the Contractor is considered to be an employee of the agency.

(c) (1) "Operation of a system of records," as used in this clause, means performance of any of the activities associated with maintaining the system of records, including the collection, use, and dissemination of records.

(2) "Record," as used in this clause, means any item, collection, or grouping of information about an individual that is maintained by an agency, including, but not limited to, education, financial transactions, medical history, and criminal or employment history and that contains the person's name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a fingerprint or voiceprint or a photograph.

(3) "System of records on individuals," as used in this clause, means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual.

(End of Clause) C.6 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[X] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

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

[] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.7 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause) C.8 VAAR 852.219-77 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (SEP 2021) (DEVIATION)

(a) Pursuant to 38 U.S.C. 8127(k)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101 definition), it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract, as follows:

(i) [X] Services. In the case of a contract for services (except construction), the contractor will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated VIP-listed subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded.