36C24726Q0483.docx

36C24726Q0483

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

679-26-3-4040-0023 36C24726Q0483 04-23-2026 Quincy Alexander 334-725-2819 04-28-2026 12pm

EDT

Department of Veterans Affairs Central Alabama Veterans Health Care 215 Perry Hill Road Montgomery

AL

36109-3798 X X 621330 $9 Million

NET 30

N/A X V.A. Medical Center

3701 LOOP RD. EAST

TUSCALOOSA, AL 35404

Department of Veterans Affairs Central Alabama Health Care System East Campus 2400 Hospital Road Tuskegee

AL

36083-5001

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page Base Year- 1 May 2026- 30 April 2027 Option Yr 1- 1 May 2027- 30 April 2028 Option Yr 2- 1 May 2028- 30 April 2029 Option Yr 3- 1 May 2029- 30 April 2030 Option Yr 4- 1 May 2030- 30 April 2031 Service Line POC: Nicole Rodgers, Nicole.Rodgers@va.gov See CONTINUATION Page X x Quincy Alexander Contract Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

Intentionally Left Blank

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 36C247

Central Alabama Veterans Health Care

215 Perry Hill Road Montgomery AL 36109-3798

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

36C24726Q0483

Page 1 of Page 1 of

STATEMENT OF WORK

PLEASE REVIEW IN ITS ENTIRETY

Employment Assistance Program (EAP)

I. GENERAL GUIDANCE

Scope of Work: To provide to the Department of Veterans Affairs Medical Center (VAMC) located in Tuscaloosa, Alabama an Employee Assistance Program (EAP) for VAMC employees. EAP services may be made available to "immediate family member(s)" as needed in assisting the employee. The Employee Assistance Program will offer one-on-one professional counseling services as needed to provide employees the opportunity to obtain assistance in coping with problems which may adversely affect attendance, work performance and/or. conduct. "Immediate family member" is defined as spouse, children (including adopted and/or foster), grandchildren, parents, or any employee family member living in the employee's household.

EAP services are extended to family members of employees with alcohol and/or drug problems, and to employees who have family members with alcohol and/or drug problems. For the purpose of the extended services, "family member" means the following relatives of the employee: (1) spouse, and spouse's parents; (2) children, including adopted/foster children, and their spouses; (3) parents; (4) brothers and sisters, and their spouses; and (5) any individual related by blood or affinity whose close association with employee is the equivalent of a family relationship.

Because of the large employee population at Tuscaloosa VAMC, and the anticipated usage of the services (based upon past history), a staff of five (5) to seven (7) mental health professionals should be available for appointments at the facility and at outlying areas on an as-needed basis.

II. LOCATION WHERE SERVICES WILL BE PERFORMED:

1. A full-service facility must be within a 10-mile radius of the Tuscaloosa VAMC and shall have classroom/s and conference room/s for needed off-site training and seminars, as well as therapeutic play areas for child services. Multiple secure, private offices should be available to accommodate several clients at one time, if needed. There shall be no hidden charges, fees, or billed services to the Tuscaloosa VA Medical Center (TVAMC) employees for services rendered in accordance with this statement of work, which shall include parking expenses, at the contractor's site location.

2. On an as-needed basis, periodically throughout the year (at least quarterly), vendor may be asked to send counselors to the Selma outpatient clinic in Hamilton, AL Selma, Alabama, or to Fayette, Alabama, to make services for employees living or working in those locations more accessible.

3. Additionally, the contractor's site facility must also be fully compliant with Americans with Disability Act (ADA), be a drug and smoke-free environment, possess all insurance otherwise required within the solicitation and provide sufficient security staff to insure Tuscaloosa VAMC employee safety.

III. PROPOSED PERIOD OF PERFORMANCE:

The contract period of service shall be from date of award through one calendar year.

(base year) with four one-year options for renewals. Provider staff shall be available 24 hours a day, 7 calendar days a week for on-call or critical situations. The contractor's staff will also be available 24/7, at no additional charge, to provide on-site (Tuscaloosa VAMC) crisis management services/treatment, if deemed most appropriate and requested through the Human Resources Management Service.

IV. DESCRIPTION OF REQUIRED SERVICES:

1. The program provided shall be multi-faceted, providing confidential assessment, short-term counseling and/or referral for those presenting with personal problems; training seminars for managers and supervisors on using EAP services to help deal with the troubled employee or for conflict resolution, sexual harassment, workplace violence, for staff as requested by Human Resources; workshops for staff to identify and help resolve behavioral, health, or job performance problems; education, assessment referral, and back-to-work services for alcohol and drug problems, as needed to comply with the policies of the VAMC; and for consultation with Human Resources regarding employees with job performance issues, who may benefit from referral to EAP.

2. The contractor shall establish and provide brief, solution focused, counseling services for issues such as: marital, family, relationships, parent-child, behavior of child, emotional and stress related problems, crisis intervention, alcohol and other drug abuse, financial problems, job-related problems, and other personal concerns, which may affect job performance. Employee and his/her immediate family member/s EAP services will be limited to five (5) counseling sessions per presenting problem, per person, per year.

3. Persons may self-refer, be referred by Human Resources, be informally referred by a supervisor, or be given a formal supervisory referral. Emergent needs will be seen same-day, urgent within 24 hours, all others within one week (7 calendar days). Any care, which cannot be accomplished within the five sessions, per problem, per person and/or is not classified by the DSM-IV (Diagnostic & Statistical Manual of Mental Disorders, Fourth Edition), as a psychiatric disorder will be referred to an appropriately credentialed treatment provider, if so desired and agreed upon by the employee. The Program Coordinator or appropriately trained counselors shall only make referrals. Charges for services not covered by this statement of work will be the responsibility of the employee. Contractor is required to inform the employee of the charges he/she will be responsible for, prior to performing or scheduling any services. Additionally, with regard to referrals, the contractor shall make every effort to locate services for which the employee's insurance will provide coverage, locate services with options for financial assistance available, and/or suggest veteran employees eligible to seek treatment through VA seek that as an option. Recommendations for treatment and/or referral may be made, but case file documentation must support that the employee is aware that it remains the employee's responsibility to maintain job performance whether they choose to utilize EAP or not.

4. Should a self-referral case be in progress and the employee's supervisor contact the Program Coordinator with documentation of the employee's work performance deterioration or the employee develops an unusual or deviant behavior pattern/s at work, the EAP Coordinator shall confer with the supervisor, but will adhere to the confidentiality requirements only that the employee has self-referred.

5. Counselors may refuse to provide services, if a client is unwilling to cooperate. However, every effort to encourage an employee to seek/continue treatment shall be made. In the case of failure to cooperate or an employee dropping out of the program prior to satisfactory resolution, the case file shall be documented to indicate the relevant facts.

6. When management referrals are made to EAP due to unacceptable, unusual or deviant behavior, the Program Coordinator or EAP Counselor shall have documented dialogue with the referring office/individual to define the job behavior, which resulted in the referral. The referred employee will be required to comply with attendance for at least one session.

7. Management shall be notified of the employee's attendance and compliance with recommendations provided, for all Tuscaloosa VAMC (TVAMC) employees who have been referred by other than self (i.e., supervisor, Human Resources, etc.), as well as those requesting leave to attend counseling.

8. Human Resources may request the contractor to provide, in the base year, a minimum of 4 sessions and a maximum of 10 on-site orientation seminars for all TVAMC employees to attend. These seminars shall be provided to all shifts (day, evening, and nights). The intent will be to provide the employees an overview of the services, their benefits and how to access them. However, structure and content will be approved through the COR.

9. A minimum of two, maximum of five, on-site workshops/training sessions for all shift supervisors, managers, and administrative staff will be conducted each contractual year. The focus of these workshops/training sessions will be the benefits of EAP and its use as a management tool to assist employees with personal problems affecting their job performance.

10. The contractor shall provide a minimum of four on-site workshops/seminars on a quarterly basis, with the goal to reach all shifts of Tuscaloosa VAMC staff. These programs shall cover varying topics, which will be selected by the Human Resources COR. Examples would include but may not be limited to workplace violence, job related stress, sexual harassment, conflict resolution, customer service, dealing with difficult people, coping with change, and communication skills.

V. APPLICABLE WORK HOURS:

Facility shall have established normal office hours (i.e., Monday through Friday, 8 a.m. to 4:30 p.m., excluding federal holidays) for non-life-threatening services. These hours shall be consistent throughout the contract term; any deviation will be at the discretion of the Contracting Officer/COR. However, staff shall be available 24 hours a day, 7 calendar days a week for on-call or critical situations. The contractor's staff will also be available 24/7, at no additional charge, to provide on-site (TVAMC) crisis management services/treatment, if deemed most appropriate and requested through the Human Resources.

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VI. ANYTHING THE VA WILL BE REQUIRED TO FURNISH:

All materials to be given to Tuscaloosa VAMC employees or posted within the VA campus must be reviewed and approved by the COR prior to production and distribution. Contractor will provide, at their own expense, all approved promotional materials to current and new hires employees. These materials shall consist of but may not be limited to brochures, newsletters, and posters. Posters shall be updated a minimum of twice per year, and sufficient copies will be made to ensure that various posting areas, i.e., bulletin boards, break rooms, and other readily accessible areas can be covered within the entire Tuscaloosa VAMC campus.

VII. TYPE OF REIMBURSEMENT FOR SERVICES RENDERED:

1. All costs represent a cost per month, regardless of the number of client contacts made during any given month. No additional cost will be assessed based on but not limited to the number of workshops/seminars/appointments/follow-ups, emergency site visits or interventions. • Estimated quantity: 1300 employees.

2. Payments will be made monthly in arrears upon receipt of a proper invoice from the contractor, sent directly to the COR via U.S. mail or e-mail. All invoices shall include the • purchase order number for that contract year, the contract number, and the agreed- upon monthly charge. Quarterly utilization reports shall be submitted to the COR electronically, documenting the number of client contacts, as well as an overview report of types and numbers of treatment and interventions done and/or workshops/ seminars/ training provided. Adjustments of contents of these reporting mechanisms may be made at the discretion of the COR.

VIII. CONTRACTING OFFICER TECHNICAL REPRESENTATIVE (COR):

COR- Nicole Rodgers -205-554-40005

IX. HOW COR INTENDS TO MONITOR AND KEEP RECORDS:

Performance will be evaluated annually by the COR (rating official), recorded on the "CONTRACTOR PERFORMANCE REPORT (Services)" and reviewed by the Contracting Officer. The report will be used as an internal tool for the COR to verify compliance with the contract terms and conditions, as well as provide COR recommendations with respect to exercising an option year or future contract awards. Interim assessments may be accomplished as deemed necessary by the Contracting Officer or the COR. The contractor may request a copy of these reviews in writing, but will receive a copy, for his review and signature, of any assessment issued on an interim need or in the easels of a negative recommendation for future awards or contract renewal/s.

X. QUALIFICATION OF CONTRACTING PERSONNEL PROVIDING SERVICES:

1. Program Coordinator/Head/Director (as a minimum) shall be certified as a Licensed Certified Social Worker (LCSW), a Certified Employee Assistance Professional (CEAP) and a Private Independent Practitioner (PIP). This individual will be responsible for supervising the contracted subordinate staff. All other subordinate staff members shall consist of a minimum of six licensed master degree level social workers/ professional counselors with expertise in mental health problem areas and experience in treating employees that work with military veterans that have unique/complicated issues that further distress the employee as well as maintain appropriate support clerical staffing (minimum of two). Contractor to be responsible for background checks, as well as verification of staff meeting educational, licensure and/or certification requirements. However, contractor shall provide vita of current professional staff and update as necessary, with the VAMC reserving the right to reject a replacement, providing documented justifiable cause is provided. Justifiable rejection of a potential replacement does not relieve the contractor of the responsibility to replace the missing team member. Contractor shall also make every reasonable effort to ensure that the staffing remains as consistent as possible throughout the term of the contract.

2. Further, the contractor shall be prepared to provide substantiation of checks and verifications, if requested in writing by the Contracting Officer or the Contracting Officer's Representative (COR).

3. Contractor staff shall have a proven record of prior experience in providing training and seminars. Also, the contractor staff must possess the expertise and capabilities to provide intervention within a dysfunctional work group, as well as providing team building and performance improvement to assist in working through strategies to promote a better work group environment.

4. Contractor will provide critical incident debriefings that may be necessary following a trauma experienced within a department. This service will not be considered a workshop or seminar. The contractor will respond to this emergent need and provide necessary care either on-site or in their facility location, whichever is determined by the COR to be most appropriate and necessary to assist the affected employee/s.

5. The contractor agrees that all personnel performing under this contract shall provide a financial disclosure statement detailing the extent of any financial interest in any community treatment facility or other resource to which VAMC employees might be referred, as a result of their counseling under the EAP.

XI. SPECIFIC LAWS/STATUES, REGULATIONS, POLICIES THAT APPLY TO THE HEAL TH CARE:

1. Whether services are provided on-site or off, they shall be rendered in a manner that ensures total confidentiality to those person or persons. No information will be released to any individual or agency unless authorized in writing by the client-seen or as required by law in the case of "duty to warn" circumstances. All other federal and state laws and guidance regulating services or treatment shall be strictly followed and/or enforced.

2. The contractor will maintain a total complete independent individual case file/records system for all employees referred for assistance. Further, case files shall be maintained in accordance with the confidentiality requirements of Section 508 of Public Law 92-255, as amended by Public Law 93-282. Except as applied to disciplinary or separation actions, office personnel folders shall not include information concerning employee's alcohol or drug abuse problems. At no time shall copies be inserted into an employee's personnel file (disciplinary exceptions) or within the contractor's general medical records or any independent employee (contractor) files. Physical data and a significant reduction in performance or conduct problems, as defined by the referring official and counselor, will determine the success or failure of the employee's participation in EAP.

3. The Privacy Act (5 U.S.C. 552a) covers all EAP records. In addition, EAP records of clients with alcohol and drug problems are protected by Confidentiality of Alcohol and Drug Abuse Patient Records (42 CFR, part 2). These laws and regulations prohibit EAP staff from sharing any information about clients to anyone outside of EAP, without written consent of the employee.

XII. SPECIFIC REQUIREMENTS RELATED TO PRIVACY, SECURITY AND CONFIDENTIALITY OF RECORDS:

1. Contractor agrees to comply with federal records management policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.]. Contractor will ensure that all case records derived from sessions with employees or their immediate family members, when not in use, will be kept securely locked in a location with access limited to authorized personnel only. Contractor employees utilizing or accessing electronic case files or notes will protect them from unauthorized viewing by discreet placement of their computer monitor, privacy screens, password encryption or other means of limiting access, etc. No disposition of documents will be allowed without the prior written consent of the Contracting Officer.

2. The contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Willful and unlawful destruction, damage or alienation of records is subject to the fines and penalties imposed by 18 U.S.C. 2701. Records may not be removed from the legal custody of the Contractor/Subcontractor or destroyed without regard to the provisions of the records schedules.

3. Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, this contract. The Contractor (and any sub-contractor) is required to abide by Government guidance for protecting sensitive and proprietary information as described above.

4. The Contractor/Subcontractor shall immediately notify the Agency Representative and COR and simultaneously, the designated Information Security Officer (ISO) and Privacy Officer for the contract of any known or suspected security/privacy incidents, or any unauthorized disclosure of sensitive information, including that contained in system(s) to which the Contractor/Subcontractor has access. The term "security incident" means an event that has, or could have, resulted in unauthorized access to, loss or damage to Contractor/Subcontractor assets, or sensitive information, or an action that breaches Contractor/Subcontractor security procedures.

5. To the extent known by the Contractor/Subcontractor, the Contractor/Subcontractor's notice to VA shall identify the information involved, the circumstances surrounding the incident (including to whom, how, when, and where the Contractor/Subcontractor information or assets were placed at risk or compromised), and any other information that the VA considers relevant.

6. In instances of theft or break-in or other criminal activity, the Contractor/Subcontractor must concurrently report the incident to the appropriate law enforcement entity (or entities) of jurisdiction, including the VA OIG and Security and Law Enforcement. The Contractor, its employees, and its Subcontractors and their employees shall cooperate with any law enforcement authority responsible for the investigation and prosecution of any possible criminal law violation(s) associated with any incident. The Contractor/Subcontractor shall cooperate in any civil litigation to recover information, obtain monetary or other compensation from a third party for damages arising from any incident, or obtain injunctive relief against any third party arising from, or related to, the incident.

7. The contractor is fully responsible for ensuring compliance with VA privacy, information security, and safety requirements, to include background checks and all life safety requirements, and is fully responsible for and must resolve to the VA satisfaction any breach of privacy or information security resulting from the Contractor or the Contractor's employees or representative's conduct and or performance regardless of time period violation occurred.

8. Upon completion or termination of the applicable contract(s) or agreement(s), return and/or destroy, at Covered Entity's option, VA information, if any, gathered, created, received, or processed during the performance of the contract(s) or agreement(s). No data will be retained by Business Associate, or contractor, subcontractor, or other agent of Business Associate, unless retention is required by law and specifically permitted by Covered Entity. As deemed appropriate by and under the direction of Covered Entity, Business Associate shall provide written assurance that all VA information, if any, has been returned to Covered Entity or destroyed by Business Associate. If immediate return or destruction of all data is not possible, Business Associate shall notify Covered Entity and assure that all VA information, if any, retained will be safeguarded to prevent unauthorized Uses or Disclosures.

9. Prior to termination or completion of this contract, contractor/subcontractor must not destroy information received, or gathered/created by the contractor .in the course of performing this contract without prior written approval by the Contracting Officer. Any data destruction done on behalf of VA by a contractor/subcontractor must be done in accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management and its Handbook 6300.1 Records Management Procedures, applicable VA Records Control Schedules, and VA Handbook 6500.1, Electronic Media Sanitization. Self-certification by the contractor that the data destruction requirements above have been met must be sent to the VA Contracting Officer within 30 days of termination· of the contract.

XIII. MISCELLANEOUS REQUIREMENTS:

1. Contractor and contractor's employees who perform services under the scope of this contract must have appropriate current agency identification card and will wear their Identification Badge while on campus at all times. The Contractor will report to Education and/or Human Resources 30 minutes prior to beginning on-site crisis management services/treatment, workshops/training and/or seminars. Contractor and contractor's employees may also be subject to inspection of their personal effects when entering or leaving the project site. Contractors working in sensitive areas where PHI and PII is located must be escorted by VA staff.

2. Contractor is prohibited from taking any photographs and/ or video of any kind while on VA premises.

3. Contractor's employees will complete the required Privacy and Security Training by following the below steps and successfully completing this training. The Contractor must bring a printed copy of the training completion certificate to COR before starting any work.

• From a computer, launch a web browser and navigate to https: / /www.tms.va.gov/plateau/user /login.jsp.

4. All employees of general contractor and subcontractors shall comply with VA security management program, be identified by Education or Human Resources and employer, and restricted from unauthorized access. When working outside the "regular hours" as defined in the contract, the General Contractor shall give 3 -day notice to the Contracting Officer so that security escort arrangements can be provided for the employees.

XIV Records to any Third Party:

The contractor will comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and maintain the minimum necessary protected health information data. The contractor will develop and use proprietary counseling satisfaction measurement tools, methodologies, and databases to advise and assist health care providers improve the quality of employee care. "The Tuscaloosa VA Medical Center" is a health- care provider and will engage the contractor to assist with health care operations, specifically to provide Employee Assistance Program services to its employees. In connection with services to be provided by the contractor, the employee may disclose his/her information (as defined below) to create as part of the employee's treatment. Under the business relationship between the contractor and the Tuscaloosa VA Medical Center, the medical center will not allow the contractor limited access to certain employee information, which is the sole property of the medical center. The contractor will provide reasonable administrative, technical and physical safeguards to protect the integrity and confidentiality of employee information within its control. The contractor will also prevent reasonably anticipated threats to the security or integrity of such employee information as well as unauthorized uses or disclosures of such employee information and will secure compliance by its representatives.

XV. TVAMC POINT OF CONTACT INFORMATION:

COR- Nicole Rodgers -205-554-4005

Agency Representative- Erica Kelly: ER/LR Specialist

Agency Representative- Edward Marbury: ER/LR Specialist

Privacy Officer- Patricia Jackson: 205-554-2000 ext. 2885 email: Patricia.Jackson@va.gov

Information Security Officer: John Wiggins

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Employee Assistance Program Contract Contract Period: Base POP Begin: 05-01-2026 POP End: 04-30-2027

Employee Assistance Program Contract Contract Period: Option 1 POP Begin: 05-01-2027 POP End: 04-30-2028

Employee Assistance Program Contract Contract Period: Option 2 POP Begin: 05-01-2028 POP End: 04-30-2029

Employee Assistance Program Contract Contract Period: Option 3 POP Begin: 05-01-2029 POP End: 04-30-2030

Employee Assistance Program Contract Contract Period: Option 4 POP Begin: 05-01-2030 POP End: 04-30-2031

B.3 DELIVERY SCHEDULE

12.00

12.00

12.00

12.00

12.00

Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

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

(End of Clause)

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

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

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

(c)…