36C24520Q0691.docx

36C24520Q0691

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 ATTA

CHED

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. SIGNAT

URE 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

36C24520Q0691 09-03-2020 Craig Armagost craig.armagost@va.gov 304-263-0811 X4492 09-14-2020

1 PM

Department of Veterans Affairs

VAMC

(517) VISN 5 Contract Satellite Office 200 Veterans Avenue, Beckley WV 25801 X X 611699 $12 Million N/A X Department of Veterans Affairs

VAMC (517)

VISN 5 Contract Satellite Office 200 Veterans Avenue, Beckley WV 26301 Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 308B Martinsburg WV 25405

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp

See CONTINUATION Page

SERVICES

DESCRIPTION: Tai Chi -Yoga Instruction

LOCATION: BECKLEY VAMC WV

PERIOD OF PERFORMANCE: BASE + FOUR OPTION

ALL SBs ARE ASKED TO SUBMIT QUOTES

*PLEASE SUBMIT ALL QUESTIONS VIA E-MAIL BY 9-9-20 10AM

*PLEASE SEE

STATEMENT OF WORK FOR ADDITIONAL DETAILS

CO: CRAIG ARMAGOST

CRAIG.ARMAGOST@VA.GOV | 304-263-0811 X 4492

See CONTINUATION Page X X Craig Armagost 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:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C245 Department of Veterans Affairs

VAMC (517)

VISN 5 Contract Satellite Office 200 Veterans Avenue, Beckley WV 25801

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.

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp

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

Page 1 of

DEPARTMENT OF VETERANS AFFAIRS MEDICAL CENTERS

STATEMENT OF WORK

GENERAL INFORMATION

Title of Project:

Whole Health-Yoga/Tai Chi

Background Information/Purpose

The Integrative Health and Wellness/Whole Health Program (hereafter "IHW Program") at the Beckley Veterans Affairs Medical Center and associated community-based clinics (hereafter "Beckley VAMC") provides complementary and integrative health (hereafter "CIH") services in an integrative health/Whole Health Wellness clinic setting.

Scope of Work

The Contractor shall provide one Tai Chi/Qigong Instructor and one yoga instructor for the Integrative Health and Wellness/Whole Health Program (IHW) at the Beckley Veterans Affairs Medical Center (Beckley VAMC). Beckley VAMC provides complementary and integrative health services in an integrated/Whole health clinic setting.

Complimentary Integrated Health (CIH) approaches and whole health courses are offered to Veterans enrolled in the Beckley VAMC. The services provided by the IHW/Whole Health Program have been well-received by Veterans and providers within Beckley VAMC.

Tai Chi/Qigong and Yoga are exercises that use breathing, posture, and movement along with focused awareness. TaiChi/Qigong have roots in martial arts and Chinese Medicine and are traditionally used for exercise, wellness, and meditation. A Tai Chi/Qigong Instructor is necessary to support maintenance and expansion of tai chi/qigong service provisions in the IHW/Whole Health Program for the benefit of Veterans.

Studies show participation in Yoga can lower hypertension, decrease anxiety and depression; as-well-as, decrease symptoms of arthritis and other chronic pain conditions. A yoga instructor is necessary to support and expand the yoga services beneficial to our veterans.

The IHW/Whole Health Program seeks one (1) Tai Chi/Qigong Instructor and one (1) Yoga instructor with a background in providing TaiChi/Qigong and yoga instruction to meet the needs of this requirement. The Tai Chi/Qigong and Yoga Instructor(s) shall teach Tai Chi/Qigong and yoga to vulnerable populations with emotional and physical needs; as-well-as, provide and contextualize energetic healing experiences for vulnerable populations.

The Tai Chi/Qigong and Yoga Instructor's training and experience shall meet the clinical requirements to fulfill this position in order to provide both tai chi/qigong and yoga classes at Beckley VAMC. In addition, the Tai Chi/Qigong and yoga Instructor(s) shall have a strong background in the field of complementary and integrative health, specifically in tai chi/qigong and yoga, to help develop the growth of the IHW/Whole Health Program at Beckley VAMC.

Significance of this Project The Veterans Health Administration Directive 1137, Provision of Complementary and Integrative Health (CIH), complementary and integrative health approaches, including Tai Chi/Qigong and Yoga, shall be made available to Veterans across the system, either within a VA medical facility or in the community. The work being done by the IHW/Whole Health Program is a necessity as more Veterans request increased access to CIH services and demand continues to grow The Tai Chi/Qigong and Yoga Instructor(s) shall meet the mandate of Veterans Health Administration Directive 1137, necessary to meet the increased demand for Tai Chi/Qigong services from Veterans and staff at Beckley VAMC and shall work with IHW/Whole Health staff to continue to establish program improvement, especially in tai chi/qigong and yoga. The combined effort of the IHW Program and the Tai Chi/ Qigong and yoga Instructor(s) shall lead to improved access and quality of care for Veterans.

All work of the Tai Chi/Qigong and Yoga instructor(s) work shall be completed during IHW/Whole Health regular program hours from 8:00AM – 4:30PM Eastern Standard Time (EST) Monday through Friday, excluding federal holidays.

The TaiChi/Qigong and Yoga instructors will facilitate both face-to-face classes and virtual classes via VA Video Connect (VVC) and Telehealth.

The Tai Chi/Qigong and Yoga Instructor(s) shall work under the guidance and supervision of the IHW/Whole Health Program Manager or designee. The Tai Chi/Qigong and Yoga Instructor(s) shall require a desk, and access to a phone and/or computer, which will be provided by Beckley VAMC.

Qualifications/Clinical Requirements

The Tai Chi/Qigong Instructor must meet the minimum proficiencies for both a Tai Chi/Qigong Instructor as stated in the Beckley VAMC Wellness Provider Validation Master Policy Package Version 2.0.

Version 2.0 Tai Chi Instructor Minimum Proficiency:

At Beckley VAMC, Tai Chi Instructors must be a Tai Chi Practitioner certified by the American Tai Chi and Qi Gong Association (ATCQGA), or equivalent, which requires at least 150 documented hours of formal Tai Chi training, two or more reference letters, and continuing education (in the form of self-study, workshops, seminars, and/or classes) in Tai Chi for at least ten ( l0) hours a year to maintain certification. In addition, the Beckley VAMC also requires a minimum of 350 hours of Tai Chi professional teaching experience.

Yoga Instructor Minimum Proficiency:

Certification through a Yoga Alliance e-RYT 200 (experienced registered yoga teacher) or equivalent program (200 contact hour training plus 1000+ documented teaching hours), RYT 500, or C-IAYT (certified yoga therapist)

The Tai Chi/Qigong and Yoga Instructor(s) shall possess experience in teaching and applying Tai Chi/Qigong and Yoga to vulnerable populations with emotional trauma and physical trauma, and in providing and contextualizing energetic healing experiences for vulnerable populations. The Tai Chi/Qigong and Yoga Instructor(s) must be knowledgeable and sensitive to the unique experiences and special needs of combat-deployed Veterans.

The Tai Chi/Qigong and Yoga Instructor(s) shall adhere to VHA policies for providers, as delineated by the credentialing staff at the Beckley VAMC. Any additional credentialing/certification and licensing necessary to offer the services shall be maintained. The Tai Chi/Qigong and Yoga Instructor(s) shall have current American Heart Association HeartCode Basic Life Support (BLS) certification prior to beginning work at Beckley VAMC and shall independently maintain current American Heart Association HeartCode Basic Life Support (BLS) certification while working at Beckley VAMC. Documentation for current BLS certification shall be provided to the IHW/Whole Health Program Manager or designee.

The IHW/Whole Health Program consists of an interdisciplinary team. The Tai Chi/Qigong and Yoga Instructor(s) shall demonstrate the ability to work well within an interdisciplinary team.

Period of Performance Tai chi/Qigong and Yoga services under this contract is for Base Year plus Four (4) Option Years, if exercised.

Place of Performance

The Tai Chi/Qigong and Yoga Instructor(s) shall complete work at the Beckley Veterans Affairs Medical Center, face-to-face and virtual modalities, and community-based outpatient clinics. Majority of Tai Chi/Qigong and Yoga classes will be provided in the IHW/Whole Health Clinic but there may be Tai Chi/Qigong and/or Yoga classes provided in other areas/units of the hospital and community-based outpatient clinics as directed and approved by the IHW/Whole Health Program Manager or designee. Work completed outside of the medical center must be first approved by the IHW/Whole Health Program Manager or designee.

Information Security

The Tai Chi/Qigong and Yoga Instructor(s) shall 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 and Yoga Instructor(s) 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.

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:

(I) Sign and acknowledge (either manually or electronical1y) 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; (3) Successfully complete the appropriate VA privacy training and HIPAA training annually, TMS training 10203; and (4) Successfully complete any additional cyber security or privacy training, as required for VA personnel with equivalent information system access.

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 one (2) weeks 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 Tai Chi/Qigong classes to Veterans, five (5) Hours per week.

Task Description: The Tai Chi/Qigong Instructor shall provide tai chi/qigong classes to Veterans within the IHW/Whole Health clinic, during special events , and for wellness programming elsewhere in the medical center and community-based outpatient clinics as directed and approved by the IHW/Whole Health Program Manager or designee. The Tai Chi/Qigong Instructor is required to follow all VHA guidelines and policies surrounding patient care. The Tai Chi/Qi gong Instructor shall create a safe environment of healing and restoration for Veterans and staff. The Tai Chi/Qigong Instructor shall adapt the tai chi/qigong instruction as needed for patients with complex medical conditions, including but not limited to modification to serve Veterans who may use assistive devices such as walker or wheelchairs.

Task #2: Provide Yoga classes to Veterans, fifteen (15) hours per week.

Task Description: The Yoga Instructor shall provide Yoga classes to Veterans within the IHW/Whole Health clinic, during special events, and for wellness programming elsewhere in the medical center and community-based outpatient clinics as directed and approved by the IHW/Whole Health Program Manager or designee. The Yoga Instructor is required to follow all VHA guidelines and policies surrounding patient care. The Yoga Instructor shall create a safe environment of healing and restoration for Veterans and staff. The Yoga Instructor shall adapt the Yoga instruction as needed for patients with complex medical conditions, including but not limited to modification to serve Veterans who may use assistive devices such as walker or wheelchairs.

Task Deliverables:

The dates, times, and locations of the TaiChi/qigong and yoga classes and any adjustments to the schedule are determined by IHW/Whole Health Program Manager or designee. Tai Chi/Qigong and Yoga Instructor shall arrive on time and no more than 15 minutes ahead of class. Tai Chi/Qigong and Yoga Instructor(s) shall remain on schedule to provide TaiChi/qigong classes of a duration length determined by IHW Program Manager or designee. The time allotted should include preparation and introduction to the service.

In the event of planned absences, the Tai Chi/Qigong and Yoga Instructor(s) shall advise the IHW Clinic as soon as possible, and no later than four (4) weeks prior to planned absence, so that classes may be cancelled. In the event of unplanned absences, the Tai Chi/Qigong and Instructor(s) shall contact IHW/ Whole Health Clinic as soon as possible, and no later than 7:00AM EST on the day of the unplanned absence, so that classes 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.

The Tai Chi/Qigong Instructor shall demonstrate an understanding of VHA guidelines and policies and adhere to guidelines set forth by the IHW/Whole Health Program Manager or designee.

Task #3: Complete clinical notes in electronic health record system and other administrative tasks necessary to document and encounter veteran participation in scheduled classes (up to 4 hours per week; 15 minutes per class.)

Task Description: The Tai Chi/Qigong and Yoga Instructor(s) shall complete clinical notes in the Veterans Health Administration (VHA) electronic health record system, known as the Computerized Patient Record System (CPRS), adhering to VHA policies and guidelines. The Tai Chi/Qigong and Yoga instructor(s) shall note anything of importance as it pertains to the patient's care.

The Instructor shall provide administrative tasks that include calling patients to remind them of future tai chi/qigong and yoga classes and other appropriate administrative tasks as determined by IHW/Whole Health Program Manager or designee.

Task Deliverables: This task must be completed in a timely fashion and shall take no more than fifteen (15) minutes per class. The TaiChi/Qigong and Yoga Instructor(s) shall complete this task before leaving the medical center or community-based outpatient clinic for the day, unless mitigating circumstances are present.

Task #4: Attend necessary meetings at the Beckley VA Medical Center (Up to 16 hours per year) Task Description: The Tai Chi/Qigong and Yoga Instructor(s) shall attend monthly team meetings, as well as any meetings deemed necessary by the IHW/Whole Health Program Manager or designee. The Tai Chi/Qigong and Yoga Instructor(s) shall share feedback and relevant experience, when appropriate, to foster the growth of the IHW/Whole Health Program. The Tai Chi/Qigong and Yoga instructor(s) shall complete other additional, related duties to this task by the lHW/Whole Health Program Manager.

Task Deliverable: Attendance in meetings as assigned by the IHW/Whole Health Program Manager or designee. The TaiChi/Qigong and Yoga instructor(s) shall contribute ideas and shall be responsible for assigned action items generated from meetings.

Task #5: Maintain required VHA trainings (up to 24 hours per year).

Task Description: The Tai Chi/Qigong and Yoga Instructor(s) shall maintain up-to-date trainings that are required by the VHA for all personnel involved in patient care and/or research studies and training necessary for virtual implementation through VA Video Connect and Telehealth. Training certificates shall be given to the IHW/Whole Health Program Manager, or other appropriate staff.

Task Deliverables: The Tai Chi/Qigong and Yoga Instructor(s) must complete these trainings annually, or as necessary. Time to complete trainings varies by course.

The Tai Chi/Qigong and Yoga Instructor(s) shall complete all assigned tasks within the period of performance. If a task deadline cannot be met, proper notification shall be given in advance to the Whole Health Program Manager or designee.

Rate Schedule:

Rate Schedule is calculated based on Contractor providing a Tai Chi/Qigong and Yoga Instructor(s) to the IHW Program for 52 weeks per year.

The Contractor's personnel shall not work and shall not bill or invoice 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.

The Contractor and/or Tai Chi/Qigong and Yoga Instructor(s) shall provide written documentation of current HeartCode Basic Life Support (BLS), resumes/CV, licenses, certifications, and other necessary documents. All documentation must be submitted and approved by the COR prior to IHW/Whole Health Clinic Orientation and hospital orientation, as needed. In addition, all documentation must be submitted to the IHW/Whole Health Program Manager or designee. IHW/Whole Health Clinic Orientation and providing services at Beckley VAMC. All associated expenses shall be borne by the Contractor and are not reimbursable, nor the responsibility of Beckley VAMC.

Tai Chi/Qigong and Yoga Instructor(s) shall complete applicable orientations in person at Beckley VAMC prior to providing services at Beckley VAMC. The Beckley VAMC and IHW/Whole Health Program shall be responsible for the orientation of the Contractor employee (s) to the medical center and the IHW/Whole Health clinic. The Tai Chi/Qigong and Yoga Instructor(s) shall complete applicable competencies in-person at Beckley VAMC prior to providing services at Beckley VAMC.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

TAI CHI CLASSES

Contract Period: Base POP Begin: 09-15-2020 POP End: 09-14-2021 PRINCIPAL NAICS CODE: 611699 - All Other Miscellaneous Schools and Instruction PRODUCT/SERVICE CODE: Q518 - Medical- Physical Medicine/Rehabilitation

YOGA CLASSES

POP Begin: 09-15-2020 POP End: 09-14-2021

DOCUMENTATION AND TRAINING

POP End: 09-14-2021

TAI CHI CLASSES

Contract Period: Option 1 POP Begin: 09-15-2021 POP End: 09-14-2022

YOGA CLASSES

DOCUMENTATION AND TRAINING

POP Begin: 09-15-2021

TAI CHI CLASSES

Contract Period: Option 2 POP Begin: 09-15-2022 POP End: 09-14-2023

YOGA CLASSES

DOCUMENTATION AND TRAINING

TAI CHI CLASSES

Contract Period: Option 3 POP Begin: 09-15-2023 POP End: 09-14-2024

YOGA CLASSES

DOCUMENTATION AND TRAINING

TAI CHI CLASSES

Contract Period: Option 4 POP Begin: 09-15-2024 POP End: 09-14-2025

YOGA CLASSES

DOCUMENTATION AND TRAINING

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.217-9 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.3 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(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.

[] 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.

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

[X] 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.

[] 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.

[X] 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 FAR 52.219-14 Limitations on Subcontracting.

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

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

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

(End of Clause)

C.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)

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JUN 2020)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[X] (1) 52.203–6, Restrictions on Subcontractor Sales…