36C10X21Q0268 RFQ.pdf

PAGE 1 OF 1. REQUISITION NO.

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

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

TIME

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

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

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

TELEPHONE NO. 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

36C10X21Q0268 09-01-2021

James Heffner 240-215-0602 09-13-2021

12:00 EDT

36C10X

Strategic Acquisition Center - Frederick

Department of Veterans Affairs

5202 Presidents Court, Suite 103

Frederick MD 21703

X 100

X

541612

$16.5 Million

N/A

X

36C10X

Strategic Acquisition Center - Frederick

Department of Veterans Affairs

5202 Presidents Court, Suite 103

Frederick MD 21703

See Order level Contract Administration

Data for Invoicing and Payment information

See CONTINUATION Page

Questions shall be submitted via email NLT 12:00 PM (noon)

EST Tuesday September 8, 2021 to James Heffner @ james.heffner@va.gov and Todd Synder @ todd.synder@va.gov

Quotes are due NLT the identified time and date in item

8 of this document

VA will consider VOSB that are currently VIP verified.

The anticipated NAICS Code is 541612 with a size standard of $16.5 million

See CONTINUATION Page

X X

X 1

Todd Synder

SAC F14L3 66919

36C10X21Q0268

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PERFORMANCE WORK STATEMENT (PWS)

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

B.3 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018) 20

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

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

C.4 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF

COMMERCIAL ITEMS (APR 2020)

C.5 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JUL 2021)

E.2 52.216-1 TYPE OF CONTRACT (APR 1984)

E.3 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.4 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998) 35

E.5 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

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 Todd Synder, Contracting Officer (CO)

Todd.Synder@va.gov

(240) 215-1744

James Heffner, Contracting Specialist (CS)

James.Heffner@va.gov

(240) 215-0602

2. CONTRACTOR REMITTANCE ADDRESS:

All payments by the Government to the contractor will be made in accordance with

52.232-33, Payment by Electronic Funds Transfer – System for Award Management

3. INVOICES:

Invoices shall be submitted monthly in arrears based upon delivery and acceptance of services

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 Request

5. FSC MANDATORY ELECTRONIC INVOICE SUBMISSION:

Contractors are required to submit payment requests in electronic form in accordance with the submission instructions below

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

FSC MANDATORY ELECTRONIC INVOICE SUBMISSION FOR AUSTIN PAYMENTS

Contracting POC: James Heffner, CS james.heffner@va.gov

Contract/Task Order Number: TBD

Purchase Order Number: TBD (Please include this on all invoices) mailto:Todd.Synder@va.gov mailto:James.Heffner@va.gov mailto:james.heffner@va.gov

a. 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)

b. 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.

1. Tungsten e-Invoice setup information: 1-877-489-6135

2. Tungsten e-Invoice email: VA.Registration@tungsten-network.com

3. FSC e-Invoice contact information: 1-877-353-9791

4. FSC e-Invoice email: vafsccshd@va.gov

See http://www.fsc.va.gov/einvoice.asp

B.2 PERFORMANCE WORK STATEMENT (PWS)

1.0 Background

The Department of Veterans Affairs (VA) Assistant Secretary for Human Resources and

Administration, Office of Security Preparedness (HRA/OSP),Office of Labor-Management

Relations (LMR) is responsible for promoting labor-management cooperation and promulgating labor-management relations policy and programs for the VA. The mission of

LMR is to provide timely and accurate labor relations support to VA clients in order to further the agency’s broad mission to care for Veterans and their beneficiaries. This responsibility includes providing leadership, integration, training, and support for establishing and maintaining labor-management forums at appropriate levels in the

Department. The VA currently has five national Unions: (1) the American Federation of

Government Employees (AFGE); (2) the National Association of Government Employees

(NAGE); (3) the National Nurses Union (NNU); (4) the National Federation of Federal

Employees (NFFE); and (5) the Service Employees International Union (SEIU).

http://www.fsc.va.gov/einvoice.asp

This project is intended to provide consultation, analysis, review, mission critical insight, and strategic knowledge in negotiation skills, negotiating a collective bargaining agreement in the Federal sector, and Federal sector labor-management relations law., This can only be achieved if a LMR staff member successfully serves as the VA’s chief negotiator throughout the entirety of the bargaining process. Due to staff turnover and escalation of work, LMR needs to cultivate additional manpower to meet the VA’s bargaining training needs. Based on the needs of the VA gathered from projected bargaining timelines, and because this is an ongoing bargaining evolvement, LMR will need to utilize the services of a Contractor.

2.0 APPLICABLE DOCUMENTS

In the performance of the tasks associated with this Performance Work Statement, the

Contractor shall comply with the following:

1. FIPS Pub 201, “Personal Identity Verification of Federal Employees and

Contractors,” March 2006

2. 10 U.S.C. § 2224, "Defense Information Assurance Program"

3. 5 U.S.C. § 552a, as amended, “The Privacy Act of 1974”

4. 42 U.S.C. § 2000d “Title VI of the Civil Rights Act of 1964”

5. Department of Veterans Affairs (VA) Directive 0710, “Personnel Suitability and

Security Program,” May 18, 2007

6. VA Directive 6102, “Internet/Intranet Services,” July 15, 2008

7. 36 C.F.R. Part 1194 “Electronic and Information Technology Accessibility

Standards,” July 1, 2003

8. OMB Circular A-130, “Management of Federal Information Resources,”

November 28, 2000

9. 32 C.F.R. Part 199, “Civilian Health and Medical Program of the Uniformed

Services (CHAMPUS)”

10. An Introductory Resource Guide for Implementing the Health Insurance

Portability and Accountability Act (HIPAA) Security Rule, October 2008

11. Sections 504 and 508 of the Rehabilitation Act (29 U.S.C. § 794d), as amended by the Workforce Investment Act of 1998 (P.L. 105-220), August 7, 1998

12. Homeland Security Presidential Directive (12) (HSPD-12), August 27, 2004

3.0 CONTRACT TYPE

The VA intends to establish one 12-month firm-fixed price and labor-hour purchase order with four additional 12month optional periods of performance.

4.0 SCOPE OF WORK

The Contractor shall provide one or more Subject Matter Experts (SME) with knowledge in negotiating collective bargaining agreements in the federal sector. The Contractor shall deliver in-person and/or virtual consultation and training in labor negotiating skills to LMR employees across the VA enterprise. The Contractor shall also provide in-person and/or virtual analysis and strategic planning and recommendations on labor management relations.

5.0 PERFORMANCE DETAILS

5.1 Period of Performance

The period of performance begins the day after award and includes one 12-month base plus four (4) 12-month optional periods of performance.

Any work performed at the Government site shall not take place on Federal holidays or weekends unless directed by the Contracting Officer (CO). (If required, the CO may designate the Contractor to work during holidays and weekends).

There are 11 Federal holidays set by law (5 U.S.C. § 6103) that VA follows: Under current definitions, five are set by date:

New Year's Day January 1

Juneteenth June 19

Independence Day July 4

Veteran’s Day November 11

Christmas Day December 25

If any of the above falls on a Saturday, then Friday shall be observed as a holiday. Similarly, if one falls on a Sunday, then Monday shall be observed as a holiday. Additionally, if, by

Executive Order or similar action, the President of United States excuses Executive Branch employees from duty (as is expected on December 24, 2020) and closes executive branch departments and agencies, the contractor will not schedule or conduct training on affected day(s).

The other six are set by a day of the week and month:

Martin Luther King's Birthday Third Monday in January

Washington's Birthday Third Monday in February

Memorial Day Last Monday in May

Labor Day First Monday in September

Columbus Day Second Monday in October

Thanksgiving Fourth Thursday in November

5.2 Place of Performance

The Contractor may conduct activities related to this project at VA facilities, at their own facilities, or virtually as appropriate.

6.0 SPECIFIC TASK AND DELIVERABLES

6.1 Task 1 – Negotiations, Consulting and Analysis

The Contractor shall provide in-person or virtual, SME-level consultation to LMR staff. The training shall be based upon actual, relevant working experience with federal sector labor organizations, including, but not limited to: Establish understanding of the law, which includes, but is not limited to the Federal Service Labor-Management Relations Statute and

Executive Orders (EO);

• Direct working knowledge of the Federal Labor Relations Authority (FLRA) as well as case law issued by the FLRA.

• Practical experience working directly with the Federal Service Impasses Panel and demonstrated

• Familiarity with collective bargaining agreements of other federal agencies as well as the bargaining history of such agreements, and

• Bargaining permissive topics

DELIVERABLE(S):

Combined Annual 5-day event (3-day training and 2-day consultation)

• 6.1.1.1 Training: Written analysis of laws, EOs, etc.

• 6.1.1.2 Consultation: final comprehensive report and supplemental material (i.e.

case law) that provides instruction, analysis, and strategies for future engagements.

6.2 Task 2 (Optional CLIN) – Mediation services support

Participate in Labor negotiations either in person or virtually in order to provide mediation services for mediator led contract negotiations.

DELIVERABLE(S):

6.2.1 Written analysis, consultation, guidance, and informative brief(s).

6.3 TASK 3 (Optional CLIN) - ISSUANCE/Recission support of executive orders

Provide consultation and guidance to assist in the recission of current executive orders and issuance of any new/updated executive orders related to labor management relations.

Consultation shall include in person or virtual LMR staff training and the development of training materials to disseminate to the field and shall address any direction to Executive Branch agency heads to enter into good faith settlement discussions with unions concerning any pending litigation or any direction to re-negotiate existing collective bargaining agreements.

DELIVERABLE(S): (~5 Annual?) NTE? $$$ - is this needed if qty is unknown?

6.3.1 Written analysis, consultation, guidance, and an informative brief(s).

6.3.2 Training and Training materials. (TMS?)

6.4 TASK 4 (Optional CLIN) – Negotiations support

Support LMR with negotiations preparation, strategy, and associated third party processes.

DELIVERABLE(S): (~10 Annual?) NTE? $$$ - is this needed if qty is unknown?

6.4.1 Written analysis, consultation, guidance, and an informative brief.

6.4 TASK 5 (Optional CLIN) – support to collaborative processes

Provide guidance to VACO LMR senior leadership on how best to reinstitute collaborative processes and procedures with national labor unions across VA based on any new executive orders issued on or after 20 Jan 2021.

DELIVERABLE(S): (~5 Annual?) NTE? $$$ - is this needed if qty is unknown?

6.5.1 Written and/or verbal guidance

6.5.2 Strategy sessions with LMR Senior Staff

7.0 Experience

The Contractor shall possess experience providing litigation guidance and consultation for presentation before a third party, experience negotiating or consulting on negotiations at Federal Government Agency headquarters equivalent in size and complexity to the Department of Veterans Affairs, experience litigating or providing consultation for federal litigation regarding labor relations issues, and possess experience negotiating Collective Bargaining Agreements at the national level.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBE

R

DESCRIPTION OF

SUPPLIES/SERVICE

S

QUANTIT

Y

UNI

T

UNIT PRICE AMOUNT

0.00

Task 1 Combined Annual 5-day event (3-day training and 2-day consultation) Contract Period: Base POP Begin:

POP End:

0001AA

120.00 HR _________________

Training Days (3 days) Contract Period: Base

0001AB

80.00 HR _________________

Consultation (2-days) Contract Period: Base

400.00 HR __________________ __________________

Task 2 (Optional) Mediation Services Support

Written analysis, consultation, guidance, and informative brief(s) Contract Period: Base

Task 3 (OPTIONAL CLIN) - Issuance/Rescission Support Executive Orders Contract Period: Base

0003AA

200.00 HR __________________ __________________

Written analysis, consultation, guidance and informative brief(s) Contract Period: Base

0003AB

Training and Training Materials

Contract Period: Base

320.00 HR __________________ __________________

Task 4 (OPTIONAL CLIN) - Negotiations Support

Written analysis, consultation, guidance and informative brief(s) Contract Period: Base

0.00 HR __________________ __________________

Task 5 (OPTIONAL CLIN) - Support to Collaborative Processes Written/Verbal guidance Contract Period: Base

0005AA

160.00 HR __________________ __________________

Written/Verbal guidance

Contract Period: Base

0005AB

Strategy sessions with LMR Senior Staff

Contract Period: Base

1.00 EA __________________ __________________

Travel

Contract Period: Base

Combined Annual 5-day event (3-day training and 2-day consultation) Contract Period: Option 1

1001AA

72.00 HR __________________ __________________

Training (3 days)

Contract Period: Option 1

1001AB

48.00 HR __________________ __________________

Consultation (2 days)

Contract Period: Option 1

400.00

Task 2 (OPTIONAL CLIN) - Mediation Services Support Written analysis, consultation, guidance, and informative brief(s) Contract Period: Option 1

Executive Orders Contract Period: Option 1

1003AA

brief(s) Contract Period: Option 1

1003AB

Contract Period: Option 1

320.00

Written analysis, consultation, guidance and informative brief(s) Contract Period: Option 1

Processes Contract Period: Option 1

1005AA

Contract Period: Option 1

1005AB

Contract Period: Option 1

Contract Period: Option 1 consultation) Contract Period: Option 2

2001AA

120.00 HR __________________ __________________

Contract Period: Option 2

2001AB

80.00 HR __________________ __________________

Contract Period: Option 2

Written analysis, consultation, guidance, and informative brief(s) Contract Period: Option 2

Task 3 (OPTIONAL CLIN) - Issuance/Recission Support Executive Orders Contract Period: Option 2

2003AA

brief(s) Contract Period: Option 2

2003AB

Contract Period: Option 2

320.00 HR __________________ __________________

Written analysis, consultation, guidance and informative brief(s) Contract Period: Option 2

Processes Contract Period: Option 2

2005AA

Contract Period: Option 2

2005AB

Contract Period: Option 2

Contract Period: Option 2 consultation) Contract Period: Option 3

3001AA

72.00 HR __________________ __________________

Contract Period: Option 3

3001AB

48.00 HR __________________ __________________

Contract Period: Option 3

Written analysis, consultation, guidance, and informative brief(s) Contract Period: Option 3

Executive Orders Contract Period: Option 3

3003AA

brief(s) Contract Period: Option 3

3003AB

Contract Period: Option 3

Written analysis, consultation, guidance and informative brief(s) Contract Period: Option 3

Processes Contract Period: Option 3

3005AA

Contract Period: Option 3

3005AB

Contract Period: Option 3

Contract Period: Option 3 consultation) Contract Period: Option 4

4001AA

120.00 HR __________________ __________________

Contract Period: Option 4

4001AB

80.00 HR __________________ __________________

Contract Period: Option 4

Written analysis, consultation, guidance, and informative brief(s) Contract Period: Option 4

Executive Orders Contract Period: Option 4

4003AA

brief(s) Contract Period: Option 4

4003AB

Contract Period: Option 4

Written analysis, consultation, guidance and informative brief(s) Contract Period: Option 4

Processes Contract Period: Option 4

4005AA

Contract Period: Option 4

4005AB

Contract Period: Option 4

Travel Contract Period: Option 4

GRAND TOTAL __________________

B.3 DELIVERY SCHEDULE

ITEM

NUMBER

DESCRIPTION QUANTITY

DELIVERY

DATE

0001 0.00

0001AA Training Days (3 days) 120.00 TBD 0001AB Consultation (2-days) 80.00 TBD

Mediation Services Support Written analysis, consultation, guidance, and informative brief(s)

400.00 TBD

0003 0.00

0003AA

Written analysis, consultation, guidance and informative brief(s)

200.00 TBD

0003AB Training and Training Materials 200.00 TBD

Negotiations Support Written analysis, consultation, guidance and informative brief(s)

320.00 TBD

0005 0.00

0005AA Written/Verbal guidance 160.00 TBD 0005AB Strategy sessions with LMR Senior Staff 160.00 TBD 0006 Travel 1.00 TBD 1001 0.00

1001AA Training (3 days) 72.00 TBD 1001AB Consultation (2-days) 48.00 TBD

Mediation Services Support Written analysis, consultation, guidance, and informative brief(s)

400.00 TBD

1003 0.00

1003AA

Written analysis, consultation, guidance and informative brief(s)

200.00 TBD

1003AB Training and Training Materials 200.00 TBD

Negotiations Support Written analysis, consultation, guidance and informative brief(s)

320.00 TBD

1005 0.00

1005AA Written/Verbal guidance 160.00 TBD 1005AB Strategy sessions with LMR Senior Staff 160.00 TBD

1006 Travel 1.00 TBD 2001 0.00

2001AA Training Days (3 days) 120.00 TBD 2001AB Consultation (2-days) 80.00 TBD

Mediation Services Support Written analysis, consultation, guidance, and informative brief(s)

400.00 TBD

2003 0.00

2003AA

Written analysis, consultation, guidance and informative brief(s)

200.00 TBD

2003AB Training and Training Materials 200.00 TBD

Negotiations Support Written analysis, consultation, guidance and informative brief(s)

320.00 TBD

2005 0.00

2005AA Written/Verbal guidance 160.00 TBD 2005AB Strategy sessions with LMR Senior Staff 160.00 TBD 2006 Travel 1.00 TBD

3001 0.00

3001AA Training Days (3 days) 72.00 TBD 3001AB Consultation (2-days) 48.00 TBD

Mediation Services Support Written analysis, consultation, guidance, and informative brief(s)

400.00 TBD

3003 0.00

3003AA

Written analysis, consultation, guidance and informative brief(s)

200.00 TBD

3003AB Training and Training Materials 200.00 TBD

Negotiations Support Written analysis, consultation, guidance and informative brief(s)

320.00 TBD

3005 0.00

3005AA Written/Verbal guidance 160.00 TBD

3005AB Strategy sessions with LMR Senior Staff 160.00 TBD 3006 Travel 1.00 TBD 4001 0.00

4001AA Training Days (3 days) 120.00 TBD 4001AB Consultation (2 days) 80.00 TBD

Mediation Services Support Written analysis, consultation, guidance, and informative brief(s)

400.00 TBD

4003 0.00

4003AA

Written analysis, consultation, guidance and informative brief(s)

200.00 TBD

4003AB Training and Training Materials 200.00 TBD

Negotiations Support Written analysis, consultation, guidance and informative brief(s)

320.00 TBD

4005 0.00

4005AA Written/Verbal guidance 160.00 TBD 4005AB Strategy sessions with LMR Senior Staff 160.00 TBD 4006 Travel 1.00 TBD

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)

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 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.4 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.

[X] 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.

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

[X] 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.

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

[X] 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.

[X] 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.5 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING

AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-11 VA Notice of Total 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 obt ained 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 th e limitations on subcontracting or percentage of work performance requirement.

(End of Clause)

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JUL 2021)

(a) North American Industry Classification System (NAICS) code and small business size standard. The NAICS code(s) and small business size standard(s) for this acquisition appear elsewhere in the solicitation. However, the small business size standard for a concern which submits an offer in its own name, but which proposes to furnish an item which it did not itself manufacture, is 500 employees.

(b) Submission of offers. Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified in this solicitation. Offers may be submitted on the SF 1449, letterhead stationery, or as otherwise specified in the solicitation. As a minimum, offers must show—

(1) The solicitation number;

(2) The time specified in the solicitation for receipt of offers;

(3) The name, address, and telephone number of the offeror;

(4) A technical description of the items being offered in sufficient detail to evaluate compliance with the requirements in the solicitation. This may include product literature, or other documents, if necessary;

(5) Terms of any express warranty;

(6) Price and any discount terms;

(7) "Remit to" address, if different than mailing address;

(8) A completed copy of the representations and certifications at FAR 52.212-3 (see FAR

52.212-3(b) for those representations and certifications that the offeror shall complete electronically);

(9) Acknowledgment of Solicitation Amendments;

(10) Past performance information, when included as an evaluation factor, to include recent and relevant contracts for the same or similar items and other references (including contract numbers, points of contact with telephone numbers and other relevant information); and

(11) If the offer is not submitted on the SF 1449, include a statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation.

Offers that fail to furnish required representations or information, or reject the terms and conditions of the solicitation may be excluded from consideration.

(c) Period for acceptance of offers. The offeror agrees to hold the prices in its offer firm for

30 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

(d) Product samples. When required by the solicitation, product samples shall be submitted at or prior to the time specified for receipt of offers. Unless otherwise specified in this solicitation, these samples shall be submitted at no expense to the Government, and returned at the sender's request and expense, unless they are destroyed during preaward testing.

(e) Multiple offers. Offerors are encouraged to submit multiple offers presenting alternative terms and conditions, including alternative line items (provided that the alternative line items are consistent with subpart 4.10 of the Federal Acquisition

Regulation), or alternative commercial items for satisfying the requirements of this solicitation. Each offer submitted will be evaluated separately.

(f) Late submissions, modifications, revisions, and withdrawals of offers.

(1) Offerors are responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach the Government office designated in the solicitation by the time specified in the solicitation. If no time is specified in the solicitation, the time for receipt is

4:30 p.m., local time, for the designated Government office on the date that offers, or revisions are due.

(2)(i) Any offer, modification, revision, or withdrawal of an offer received at the

Government office designated in the solicitation after the exact time specified for receipt of offers is "late" and will not be considered unless it is received before award is made, the

Contracting Officer determines that accepting the late offer would not unduly delay the acquisition; and—

(A) If it was transmitted through an electronic commerce method authorized by the solicitation, it was received at the initial point of entry to the Government infrastructure not later than 5:00 p.m. one working day prior to the date specified for receipt of offers; or

(B) There is acceptable evidence to establish that it was received at the Government installation designated for receipt of offers and was under the Government's control prior to the time set for receipt of offers; or

(C) If this solicitation is a request for proposals, it was the only proposal received.

(ii) However, a late modification of an otherwise successful offer, that makes its terms more favorable to the Government, will be considered at any time it is received and may be accepted.

(3) Acceptable evidence to establish the time of receipt at the Government installation includes the time/date stamp of that installation on the offer wrapper, other documentary evidence of receipt maintained by the installation, or oral testimony or statements of

Government personnel.

(4) If an emergency or unanticipated event interrupts normal Government processes so that offers cannot be received at the Government office designated for receipt of offers by the exact time specified in the solicitation, and urgent Government requirements…