36C24519Q0280-001.docx

36C24519Q0280

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

688-19-2-298-0018

36C24519Q0280 05-28-2019 Veronica B. Dillard 410-691-1321 06-04-2019

2:00 PM EST

Department of Veterans Affairs Network Contracting Office 5 (NCO 5) 849 International Drive

Linthicum MD 21090

621399 $7.5 Million

X

N/A X

Department of Veterans Affairs Washington DC VA Medical Center 50 Irving St. NW

Washington DC 20422 Department of Veterans Affairs Network Contracting Officer 5 (NCO 5 849 International Drive

Linthicum MD 21090

VA Financial Service Center http://www.tungsten-network.com/uk/en Invoice must be submitted electronically Tungsten Support Email: vafscched@va.gov 1-877-353-9791

See CONTINUATION Page

The Contractor shall provide two or more Massage Practioners for beneficiaries of Washington DC VA Medical Center in accordance with the Statement on Work (SOW).

The contract period of performance will be a base year and plus, four option years, if exercised at the by Government.

Period of Performance (POP): Dates will be determined upon award base year Award.

Complete Section B.2 Price/Cost Schedule on Page 4.

See CONTINUATION Page

Veronica B. Dillard Contracting Officer

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:

b. GOVERNMENT: Veronica B. Dillard, Contracting Officer 36C245 Department of Veterans Affairs Network Contracting Office 5 (NCO 5) 849 International Drive Linthicum MD 21090

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.

VA Financial Service Center Invoice must be submitted electronically http://www.tungsten-network.com/uk/en Tungsten Support Phone: 1-877-353-9791 Email: vafscched@va.gov ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

The contractor shall provide massage services and self-massage educational classes to Veterans and staffs for 18 hours per week, do not exceed total number of hours per year.

Contractor shall complete clinical notes in electronic health record system and other administrative tasks approximately 2 hours per week. Do not exceed 104 hours per year.

Contractor shall attend monthly Integrated Health and Wellness Program team meeting per month. Do not exceed 24 hours per year.

Contractor shall maintain up-to-date Veterans Health Administration training and competencies. Do note exceed 16 hours of training per year.

The contractor shall provide massage services and self-massage educational classes to Veterans and staffs for 18 hours per week, do not exceed total 936 hours per year.

Contractor shall complete clinical notes in electronic health record system and other administrative tasks approximately 2 hours per week. Do not exceed 104 hours per year.

Contractor shall attend monthly Integrated Health and Wellness Program team meeting per month. Do not exceed 24 hours per year.

Contractor shall maintain up-to-date Veterans Health Administration training and competencies. Do not exceed 16 hours of training per year.

The contractor shall provide massage services and self-massage educational classes to Veterans and staffs for 18 hours per week, do not exceed total number 936 hours per year.

Contractor shall complete clinical notes in electronic health record system and other administrative tasks approximately 2 hours per week. Do not exceed 104 hours per year.

Contractor shall attend monthly Integrated Health and Wellness Program team meeting per month. Do not exceed 24 hours per year.

Contractor shall maintain up-to-date Veterans Health Administration training and competencies. Do not exceed 16 hours of training per year.

The contractor shall provide massage services and self-massage educational classes to Veterans and staffs for 18 hours per week, do not exceed total 936 hours per year.

Contractor shall complete clinical notes in electronic health record system and other administrative tasks approximately 2 hours per week. Do not exceed 104 hours per year.

Contractor shall attend monthly Integrated Health and Wellness Program team meeting per month. Do not exceed 24 hours per year.

Contractor shall maintain up-to-date Veterans Health Administration training and competencies. Do not exceed 16 hours of training per year.

The contractor shall provide massage services and self-massage educational classes to Veterans and staffs for 18 hours per week, do not exceed total 936 hours per year.

Contractor shall complete clinical notes in electronic health record system and other administrative tasks approximately 2 hours per week. Do not exceed 104 hours per year.

Contractor shall attend monthly Integrated Health and Wellness Program team meeting per month. Do not exceed 24 hours per year.

Contractor shall maintain up-to-date Veterans Health Administration training and competencies. Do not exceed 16 hours of training per year.

B.3 DELIVERY SCHEDULE

00001

936.00

00002

104.00

00003

24.00

00004

16.00

10001

936.00

10002

104.00

10003

24.00

10004

16.00

20001

936.00

20002

104.00

20003

24.00

20004

16.00

30001

936.00

30002

104.00

30003

24.00

30004

16.00

40001

936.00

40002

104.00

40003

24.00

40004

16.00

B.4 STATEMENT OF WORK (SOW)

Background Information/Purpose

The Integrative Health and Wellness Program (hereafter “IHW Program”) at the Washington DC Veterans Affairs Medical Center and associated community-based clinics (hereafter “DC VAMC”) provides complementary and integrative health (hereafter “CIH”) services in an integrative health clinic setting. Currently, massage, tai chi, qigong, acupuncture, yoga, meditation, qigong, nutrition, integrative health education courses, and whole health courses are offered to Veterans enrolled in the DC VAMC. The services provided by the IHW Program have been well-received by Veterans and providers within DC VAMC. In addition, tai chi, acupuncture, and yoga are currently offered to staff who work at DC VAMC to encourage employee wellness.

Massage is one of the most requested services in the IHW Program and Massage Practitioners are necessary to support maintenance and expansion of massage service provision in the IHW Program for the benefit of both Veterans and staff.

The IHW Program seeks Contractor/Contracting Company with a background in providing massage that is able to concurrently provide two or more Massage Practitioners to meet the needs of this contract. Massage Practitioners must have experience providing and adapting massage for individuals with complex medical conditions, as documented by CV. Of the two or more Massage Practitioners, at least one must be female to ensure that the IHW Program is able to meet the unique needs of the Veteran population and also to ensure that the IHW Program is able to meet the needs of Veterans who express preference for a female Massage Practitioner. The Contractor/Contracting Company must also have the ability to provide the IHW Program a suitable Massage Practitioner replacement within five business days should one of the two or more Massage Practitioners become unable, unwilling, or unsuitable to provide further on-going massage services in IHW.

Massage Practitioners’ training and experience must meet the clinical requirements to fulfill these positions in order to provide massage at DC VAMC. In addition, the Massage Practitioners must have a strong background in the field of complementary and integrative health, specifically in massage, to help develop the growth of the IHW program at DC VAMC.

Significance of this Project

Per Veterans Health Administration Directive 1137, Provision of Complementary and Integrative Health (CIH), complementary and integrative health approaches, including massage, must be made available to Veterans across the system, either within a VA medical facility or in the community. As more Veterans request increased access to CIH services and demand continues to grow, the work being done by the IHW Program is a necessity. Massage Practitioners are necessary to meet the mandate of Veterans Health Administration Directive 1137, necessary to meet the increased demand for massage services from Veterans and staff at DC VAMC, and necessary to work with IHW staff to continue to establish program improvement, especially in massage. The combined effort of the IHW Program and the Massage Practitioners will lead to improved access and quality of care for Veterans.

Implementation

Two or more Massage Practitioners will provide 18 hours of massage and/or self-massage educational classes weekly at the Washington, DC VAMC with an agreed upon schedule. The 18 hours of weekly massage will be divided among the two or more Massage Practitioners per the discretion of the IHW Program Director or designee. In addition, Massage Practitioners will complete clinical notes, attend required meetings, and completed required VHA trainings. The Massage Practitioners will work under the guidance and supervision of the IHW Program Director or designee. The Massage Practitioners will require a desk, and access to a phone and/or computer, which will be provided by DC VAMC and the IHW Program. The Massage Practitioners will require equipment and materials necessary for massage including massage table, massage chairs, linens, and massage oils, which will be provided by DC VAMC and the IHW Program.

Qualifications

Massage Practitioners must meet the minimum proficiencies to provide massage as stated in the DC VAMC Wellness Provider Validation Master Policy Package Version 2.0.

DC VAMC Wellness Provider Validation Master Policy Package Version 2.0 Massage Practitioner Minimum Proficiency:

Massage Practitioner must have graduated from a National Certification Board for Therapeutic Massage and Bodywork-Assigned (NCBTMB) School, or equivalent, as documented by copy of diploma and copy of transcript. To be a NCBTMB-assigned school, the coursework must cover: 125 hours of instruction in the body’s systems and anatomy, physiology, and kinesiology; 200 hours of in-class, supervised hands-on instruction in massage and bodywork assessment, theory and application instruction; 40 hours of pathology; 10 hours of business and ethics instruction (a minimum of 6 hours in ethics); 125 hours of instruction in an area or related field that completes the massage program of study.

Massage Practitioners must possess an active state license to practice massage and document a minimum of 250 hours of professional hands-on experience as a Massage Practitioner, as documented by their CV.

Board Certification from the National Certification Board for Therapeutic Massage and Bodywork, which requires passing a Board Certification exam, 750 hours of education, 250 hours of professional hands-on experience, and CPR certification, is a plus but not required. Graduation from a Commission of Massage Therapy-accredited school is also a plus but required.

Massage Practitioners must have sufficient knowledge and experience to provide massage and bodywork including Swedish massage and deep tissue massage. Massage practitioners must also have sufficient knowledge and experience to provide neuromuscular massage, myofascial release/connective tissue massage, or trigger point therapy. Ability to provide lymphatic therapy massage methods, craniosacral, shiatsu, and reflexology is a plus.

Massage Practitioners must have experience providing and adapting massage for individuals with complex medical conditions as documented by their CV. Examples of complex medical conditions include but are not limited to chronic pain, orthopedic injury, trauma, oncology, physical injuries and disabilities, conditions associated with geriatric populations, and other medical conditions commonly found in outpatient and inpatient hospital settings.

Massage Practitioners must be able to provide patient education for self-massage and self-care as appropriate.

Massage Practitioners must adhere to VHA policies for clinical providers, as delineated by the credentialing staff at the DC VAMC. Any additional credentialing/certification and licensing necessary to offer massage services must be maintained. Massage Practitioners must have current American Heart Association HeartCode Basic Life Support (BLS) certification prior to beginning work at DC VAMC and must independently maintain current American Heart Association HeartCode Basic Life Support (BLS) certification while working at DC VAMC.

Documentation for current BLS certification must be provided to the IHW Program Director or designee.

The IHW Program consists of an interdisciplinary team. Massage Practitioners must demonstrate the ability to work well within an interdisciplinary team.

Massage Practitioners must obtain and maintain adequate and appropriate professional liability insurance to provide massage. Documentation for this must be provided to IHW Program Director or designee.

Massage Practitioner experience providing massage for military and veteran population is a plus but not required.

Period of Performance

Massage Services under this contract are for a base year plus 4 option years.

Place of Performance

Massage Practitioners shall complete work at the Washington DC Veterans Affairs Medical Center and community-based outpatient clinics. Majority of massage will be provided in the IHW Clinic but there will be massage provided in other areas/unit of the hospitals and community-based outpatient clinics with approval from the IHW Program Director or designee. Work completed outside of the medical center must be first approved by the IHW Program Director or designee.

Information Security

The Massage Practitioner may be required to store or maintain VA sensitive information. According to VHA Handbook 6500.6, Appendix C (3) (h), “the contractor/subcontractor must store, transport, or transmit VA sensitive information in an encrypted form, using VA-approved encryption tools that are, at a minimum, FIPS 140-2 validated.” The Tai Chi/Qigong Instructor shall be subject to the same Federal Laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security. See the related clauses at the end of this document.

All contractors, subcontractors, and third-party servicers and associates working with VA information are subject to the same investigative requirements as those of VA appointees or employees who have access to the same types of information. The level and process of background security investigations for contractors must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program. The Office for Operations, Security, and Preparedness is responsible for these policies and procedures. All contractor employees and subcontractor employees requiring access to VA information and VA information systems shall complete the following before being granted access to VA information and its systems:

(1) Sign and acknowledge (either manually or electronically) understanding of and responsibilities for compliance with the "Contractor Rules of Behavior", which will be provided during the kick-off meeting; (2) Successfully complete the "VA Cyber Security Awareness and Rules of Behavior" training and annually complete required security training (see Contract Line Item Number (CLJN) #5); (3) Successfully complete the appropriate VA privacy training and HIPAA training annually, TMS training 10203. (see Contract Line Item Number (CLIN) #5); and

(4) Successfully complete any additional cyber security or privacy training, as required for VA personnel with equivalent information system access (see Contract Line Item Number (CLIN#5)

The contractor shall provide to the contracting officer and/or the contracting officer representative (COR) a copy of the training certificates and certification of signing the Contractor Rules of Behavior for each applicable employee within 1 week of the initiation of the contract and annually thereafter, as required. Failure to complete the mandatory annual training and sign the Rules of Behavior annually, within the timeframe required, is grounds for suspension or termination of all physical or electronic access privileges and removal from work on the contract until such time as the training and documents are complete.

Scope of Work and Deliverables

Task #1: Provide massage services and self-massage educational classes to Veterans and staff

Task Description:

Massage Practitioners will provide massage services and self-massage educational classes to Veterans and staff within the IHW clinic, during special events, and wellness programming elsewhere in the medical center and community-based outpatient clinics, all with the approval of the IHW Program Director or designee. Massage Practitioners will screen Veterans and staff prior to all appointments to ensure they do not present with chronic or acute medical conditions that make them inappropriate to receive massage. In addition, Massage Practitioners are required to follow all VHA guidelines and policies surrounding patient care. Massage Practitioners must create a safe environment of healing and restoration for Veterans and staff. Massage provided must be adapted as needed for patients with complex medical conditions.

Task Deliverables:

Massage Practitioners will be able to commit to provide massage services for 18 hours a week, with the 18 hours divided among the Massage Practitioners per the discretion of the IHW Program Director or designee. Massage Practitioners must be able to provide massage during the window of 8am-5pm on a reoccurring weekly basis with schedule flexibility that ensures delivery of services to meet patient/program needs. Dates, times, location of schedule and any adjustments to schedule are determined by IHW Program Director or designee. Massage Practitioners shall arrive on time and no more than 15 minutes ahead of appointments. Massage Practitioners shall remain on schedule to provide massages of a duration length determined by IHW Program Director or designee. The time allotted should include preparation and introduction to the service. In the event of planned absences, Massage Practitioners will advise the IHW Clinic as soon as possible, and no later than four weeks prior to planned absence, so that appointments may be cancelled. In the event of unplanned absences, Massage Practitioners will contact IHW Clinic as soon as possible, and no later than 7am on the day of the unplanned absence, so that appointments may be cancelled. Please note that 30-60 minutes per day for lunch and breaks are uncompensated and not billable. Please also note that vacations and sick days are uncompensated and not billable.

Should a Massage Practitioner become unable or unwilling to provide massage services or should the IHW Program determine that a Massage Practitioner is unsuitable to provide further massage services, the other Massage Practitioner(s) will be requested to provide additional hours of massage to cover IHW Program needs. Should the other Massage Practitioner(s) be unable to provide additional hours of massage to cover IHW Program needs, the Contractor must provide the IHW Program a suitable Massage Practitioner replacement within five business days to prevent disruption of IHW Program services.

Should a scheduled patient not present at scheduled appointment time, Massage Practitioner will provide massage to waiting walk-in patients. Should a scheduled patient not present and there are no walk-in patients waiting for massage, Massage Practitioner will complete administrative tasks as assigned by IHW Program Director or designee and bill at administrative rate TBD by market research.

Massage Practitioners should be able to demonstrate an understanding of VHA guidelines and policies and adhere to guidelines set forth by the IHW Program Director or designee.

Task #2: Complete clinical notes in electronic health record system and other administrative tasks

Task Description:

Massage Practitioners shall complete clinical notes in the Veterans Health Administration (VHA) Computerized Patient Records System (hereafter CPARS). These notes are to be completed each day the Massage Practitioners provides service, adhering to VHA policies and guidelines. In addition to required information, Massage Practitioners should not anything of importance as it pertains to the patient’s care.

Administrative tasks may include calling patients to remind them of future massage appointments and other appropriate administrative tasks as determined by IHW Program Director or designee.

Task Deliverables:

Massage Practitioners must complete this task before leaving the medical center or community-based outpatient clinic for the day, unless mitigating circumstances are present. This task must be completed in a timely fashion and should take no more than 5 minutes per massage session.

Task #3: Attend necessary meetings at the Washington, DC VA Medical Center

Task Description:

Massage Practitioners shall attend monthly team meetings, as well as any meetings deemed necessary by the IHW Program Director or designee. The IHW Program Director or designee will determine which meetings are required to attend. If not able to attend in person, Massage Practitioners can call into meetings as appropriate. If in attendance, Massage Practitioners shall be active participants during these meetings. Massage Practitioners are expected to share feedback and relevant experience when appropriate and to foster the growth of the IHW Program. The Massage Practitioner may be asked to complete other additional related duties to this task by the IHW Program Director or designee.

Task Deliverables:

Attendance in meetings as assigned by the IHW Program Director or designee. Massage Practitioners shall contribute ideas and shall be responsible for assigned action items generated from meetings.

Task #4: Maintain required VHA trainings and competencies

Task Description:

Massage Practitioners shall maintain up-to-date trainings and competencies that are required by the VHA for all personnel involved in patient care and/or research studies. Training certificates must be given to the IHW Program Director, or other appropriate staff within the IHW Program.

Task Deliverables:

Massage Practitioners must complete these trainings annually, or as necessary. Time to complete trainings varies by course.

Deliverables Timeline, Record Keeping, and Payment Schedule

Massage Practitioners shall complete all assigned tasks within the period of performance. If a task deadline cannot be met, proper notification must be given in advance to the COR and the IHW Program Director or designee.

Massage Practitioners will be responsible for check-in with IHW Clinic Coordinator or designee each time they report for duty and responsible for completing IHW Daily Log Sheets each day they work, which includes signing-in and signing-out, to ensure adequate record keeping.

Payments will be paid twice monthly, based on satisfactory progress and/or completion of the deliverables shown above. The Contractor shall be responsible for submitting invoices twice a month, on the 15th of the month and the last day of the month. The Contractor shall be responsible for tracking invoices and shall not exceed the total cost of the awarded contract amount.

Schedule:

Schedule is calculated based on Contractor providing two Massage Practitioners to the IHW Program concurrently for 52 weeks per year.

Contractor’s personnel will not work and will not bill for work on the following legal holidays:

New Year’s Day; Martin Luther King Jr’s Birthday; Presidents’ Day; Memorial Day; Independence Day; Labor Day; Columbus Day; Veterans Day; Thanksgiving Day; Christmas Day.

Contractor and/or Massage Practitioners shall provide written documentation of current HeartCode Basic Life Support (BLS), resumes/CV, licenses, certifications, professional liability insurance, and other necessary documentation as requested for each Massage Practitioner being utilized for this contract. All documentation must be submitted and approved by the COR prior to IHW Clinic Orientation and hospital orientation, as needed. In addition, all documentation must be submitted to the IHW Program Director or designee for Validation and Massage Practitioners must be validated by the IHW Validation Committee prior to IHW Clinic Orientation and providing services at DC VAMC. All associated expenses shall be borne by the Contractor and are not reimbursable, nor the responsibility of DC VAMC.

Massage Practitioners must complete applicable orientations in-person at DC VAMC prior to providing services at DC VAMC. The DC VAMC and IHW Program shall be responsible for the orientation of the contractor employee (s) to the medical center and the IHW clinic, which is billable at the administrative rate to be determine (TBD by market research. Massage Practitioners must complete applicable competencies in-person at DC VAMC prior to providing services at DC VAMC. DC VAMC and IHW Program shall be responsible for facilitating Massage Practitioners completion of applicable competencies, which is billable at the administrative rate TBD.

36C24519Q0280

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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 52.252-2 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/

C.3 52.204-9 PERSONAL IDENTITY VERFIFCIATION OF CONTRACTOR PERSONNEL (JAN 2011)

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24, and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government:

(1) When no longer needed for contract performance. Funds are not presently available for performance under this contract beyond for an option period.

2) Upon completion of the Contractor employee's employment.

(3) Upon contract completion or termination.

(c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor's employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

(End of Clause)

C.4 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 of expiration.

(End of Clause)

C.5 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; 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…