Solicitation 36C25021Q2005.pdf

PAGE 1 OF 71 1. REQUISITION NO.

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

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

TIME

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

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

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

TELEPHONE NO. DUNS: DUNS+4:

PHONE: FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

See Block 25

36C25021Q2005 08-31-2021

Brad Burhite (513) 559-3704 09-10-2021

13:00 EDT

36C250

Department of Veterans Affairs Network Contracting Office (NCO) 10 260 E. University Avenue Cincinnati OH 45219

X 100

X

517919

$35 Million

N/A

See PRICE/COST SCHEDULE and PWS

36C250

Department of Veterans Affairs Network Contracting Office (NCO) 10 260 E. University Avenue Cincinnati OH 45219

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page

The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items necessary to provide Veteran Town Hall Telecommunications for Cincinnati VA Medical Center (VAMC) as established in the PWS and in accordance with the terms and conditions established in this solicitation with anticipated performance periods summarized as follows:

- Base Period (CLIN-0001): 08/29/2021 to 08/28/2022

- Option Period One (CLIN-1001): 08/29/2022 to 08/28/2023

- Option Period Two (CLIN-2001): 08/29/2023 to 08/28/2024

This solicitation shall be conducted in accordance with FAR Subpart 13.5 and is anticipated to result in the award

16.202 (Firm-Fixed Price Contracts).

See CONTINUATION Page

Subject to FAR 52.232-18 (Availability of Funds)

X X

X 1

Bradley Burhite

VA-VHA-2020-230A0A03

36C25021Q2005

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

B.3 PERFORMANCE WORK STATEMENT (PWS) dated 25 August 2021

SECTION C - CONTRACT CLAUSES

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

2018)

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2021) (JUL 2020)

(DEVIATION)

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

C.5 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

C.6 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

C.7 52.224-3 PRIVACY TRAINING (JAN 2017)

C.8 52.227-14 RIGHTS IN DATA—GENERAL (MAY 2014)

C.9 52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)

C.10 52.242-15 STOP-WORK ORDER (AUG 1989)

C.11 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 WAGE DETERMINATION (WD) 2015-4719 (R16) HAMILTON COUNTY OHIO 07-21-

2021 (see attached)

SECTION E - SOLICITATION PROVISIONS

E.1 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (OCT 2020)

E.2 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JUL 2021) 44

E.3 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.4 52.212-2 (Addendum A) – Past Performance Questionnaire E.5 52.212-2 (Addendum B) – Statement of Department of Labor Wage Determination Compliance E.6 52.212-2 (Addendum C) – Statement of FAR 52.219-14 Limitations on Subcontracting Compliance

E.7 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL ITEMS (FEB 2021) (JUL 2020) (DEVIATION)

E.8 52.216-1 TYPE OF CONTRACT (APR 1984)

E.9 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

E.10 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.11 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

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 36C250

Department of Veterans Affairs Network Contracting Office (NCO) 10 260 E. University Avenue Cincinnati OH 45219

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[X] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other []

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.

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

AMENDMENT NO DATE

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES

QUANTITY

NTE UNIT UNIT PRICE AMOUNT

10.00 EA $_________ $____________

BASE PERIOD: The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items necessary to provide Veteran Town Hall Telecommunications as established in this Performance Work Statement (PWS) and in accordance with terms and conditions established in the contract.

The not-to-exceed (NTE) quantity for this contract line item is ten (10) total Veteran Town Hall Events. The contractor shall perform services only when requested by an authorized government representative(s) specified by the contracting officer in writing. The contractor shall invoice for authorized work only upon completion of services.

Contract Period: Base POP Begin: 09-29-2021 POP End: 09-28-2022

10.00 EA $________ $____________

OPTION PERIOD ONE (1): The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items necessary to provide Veteran Town Hall Telecommunications as established in this Performance Work Statement (PWS) and in accordance with terms and conditions established in the contract.

The not-to-exceed (NTE) quantity for this contract line item is ten (10) total Veteran Town Hall Events. The contractor shall perform services only when requested by an authorized government representative(s) specified by the contracting officer in writing. The contractor shall invoice for authorized work only upon completion of services.

Contract Period: Option 1 POP Begin: 09-29-2022 POP End: 09-28-2023

10.00 EA $________ $____________

OPTION PERIOD TWO (2): The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items necessary to provide Veteran Town Hall Telecommunications as established in this Performance Work Statement (PWS) and in accordance with terms and conditions established in the contract.

The not-to-exceed (NTE) quantity for this contract line item is ten (10) total Veteran Town Hall Events. The contractor shall perform services only when requested by an authorized government representative(s) specified by the contracting officer in writing. The contractor shall invoice for authorized work only upon completion of services.

Contract Period: Option 2 POP Begin: 08-29-2023 POP End: 08-28-2024

GRAND

TOTAL

B.3 PERFORMANCE WORK STATEMENT (PWS) dated 25 August 2021

PERFORMANCE WORK STATEMENT

Veteran Town Hall Telecommunications for

Cincinnati VA Medical Center

25 August 2021

Section 1: General Information

1.1 GENERAL. This is a non-personnel services contract in which the contractor shall provide Veteran Town Hall Telecommunications for Cincinnati VA Medical Center (VAMC) in Ohio.

The government shall not exercise any supervision or control over the contract service providers performing the services herein. The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items necessary to provide services as established in this Performance Work Statement (PWS).

1.2 SCOPE SUMMARY: The contractor shall provide Cincinnati VAMC Public Affairs Department a multimedia communications solution that offers telephone communications to targeted Veteran audiences for the purposes of hosting Veteran Town Hall Meetings. The telecommunication solution using telephone technology needs to have the capability of dialing out to thousands of audience members at once, Veteran caller participants shall then have access to listen to a live audio meeting, ask questions to screeners, and participate in polls.

The contractor shall utilize phone number lists provided by the Cincinnati VAMC to call up to 20,000 phone numbers at once to invite and engage Veterans in pre-scheduled Veteran Town Hall Meetings will occur approximately ten (10) times over the course of a twelve (12) month period of time. Veteran participants shall be granted access to an audio meeting scheduled for no longer than 45 minutes where Veterans can receive information from the Medical Center, ask questions to screeners, and participate in poll questions.

1.3 Period of Performance: The periods of performance for this requirement to include base and options are summarized as follows:

Base Period: 29 September 2021 to 28 September 2022 Option Period One (1): 29 September 2022 to 28 September 2023 Option Period Two (2): 29 September 2023 to 28 September 2024

1.4 Place of Performance: The place of performance shall be at the contractor’s facility for

Cincinnati VA Medical Center and its operating facilities:

Cincinnati Veterans Affairs Medical Center (VAMC) 3200 Vine Street Cincinnati, OH 45220

1.5 Hours of Operation: Business hours of the Cincinnati VA Medical Center except for Federally recognized national holidays.

1.6 Work Schedule: All work shall be coordinated with the government project manager (PM) and if the PM has any or all questions concerning the requirements within the contract, the PM will consult with the Contracting Officer to avoid disruptions or conflicts between the government functions and the provision of service under this contract.

1.7 Type of Contract: The government will award a Firm Fixed Price contract.

1.8 Contract Changes: If the contractor receives a request from VA personnel directing or requesting work that the contractor believes is not within the terms of the PWS or the contract, then the contractor must notify the government PM and the Contracting Officer of the request.

The only person that has the authority to modify the terms of the contract or request work for which compensation will be provided is the Contracting Officer.

1.9 Invoicing: All invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission.

Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

More information on the VA Financial Services Center is available at http://www.fsc.va.gov/einvoice.asp.

Section 2: Definitions & Acronyms

2.1 Definitions:

Contractor. A supplier or vendor awarded a contract to provide specific supplies or service to the government. The term used in this contract refers to the prime.

Contracting Officer (CO). A person with the authority to enter into, administers, and/or terminates contracts and makes related findings. The Contracting Officer is the only individual who has the authority to contractually bind the Government. The Contracting Officer may designate a Government employee to act as his authorized technical representative.

Project Manager (PM). The person designated as the authorized representative of the Contracting Officer acting within the limits of his/her authority. This individual shall not be authorized to award, agree to, or sign any contract or modification thereto, or in any way to obligate the payment of money by the Government. The PM advises the Contracting Officer on matters relating to this contract, verifies completion of the work, certifies invoices related to completed work, and ensures compliance with all provisions of the contract.

Corrective Action. Action taken by the contractor to correct a deficiency and identify the cause(s) of the deficiency.

2.2 Acronyms:

CO Contracting Officer PWS Performance Work Statement PM Project Manager VA Veterans Affairs

Section 3: Government Furnished Property, Equipment, and Services

3.1 GOVERNMENT FURNISHED EQUIPMENT/SUPPLIES.

3.1.1 The government will not be providing any government furnished equipment/supplies for this contract.

3.1.2 The government will provide the use of phone numbers provided by the Cincinnati VA to vendor for the use with Veteran Town Hall activities by way of VA form 0752 Confidentiality of Sensitive Information Non-Disclosure Agreement. The contractor shall adhere to all applicable Federal, State and Local laws, rules, regulations and procedures as required to perform services under this contract to include protection of patient personal information in accordance with the terms and conditions established in this contract.

3.2 CONTRACTOR USE OF VAMC EQUIPMENT AND SUPPLIES.

3.2.1 The contractor shall not utilize any VAMC equipment or supplies for this contract.

Section 4: Contractor Furnished Items and Services

The contractor shall provide all personnel necessary to assure that all services are in accordance with the contract and all applicable laws and regulations. The contractor shall ensure all work meets performance standards specified in this Performance Work Statement (PWS) and referenced documents.

Section 5: Specific Tasks

Standards: All digital media communication messages, content, and representation is fully controlled and managed by the Dayton VAMC Office of Public Affairs staff.

All phone numbers and other data from Veterans and VA employees is the intellectual property of Cincinnati VAMC which shall not be utilized by the contractor for any purpose.

The contractor shall purge all phone numbers and other data associated with this contract from the contractor’s information systems upon request by an authorized government representative specified by the contracting officer in writing.

5.1 Performance Requirements Summary. The performance requirements are the thresholds of minimum acceptable levels of service critical to successful performance of this contract which are summarized as follows:

PERFORMANCE REQUIREMENTS SUMMARY

Performance Objectives

Performance Standard Acceptable Quality

Level (AQL)

Method of Monitoring

1) Telephone Town Halls

The contractor shall utilize phone number lists provided by the Cincinnati VAMC to call up to 20,000 phone numbers at once to invite and engage Veterans in pre‐scheduled Veteran Town Hall Meetings will occur approximately ten (10) times over the course of a twelve (12) month period of time. Veteran participants shall be granted access to an audio meeting scheduled for no longer than 45 minutes where Veterans can receive information from the Medical Center, ask questions to screeners, and participate in poll questions.

100% Compliance

The PM or government representative designated in writing by the CO will conduct random checks to ensure compliance with this performance standard.

2) Invoicing Accuracy, Timeliness and Billing Errors

The contractor shall submit invoices in a timely manner for work performed on a monthly basis in the arrears not later than 2 weeks after performance in accordance with the PRICE/COST SCHEDULE, the PWS and the overall terms and conditions established in the contract.

98% The PM or government representative designated in writing by the CO will conduct random checks to ensure compliance with this performance standard.

3) Compliance with English Language Requirement

The contractor shall ensure that all employees are fully proficient in the English language at a level sufficient to seamlessly perform all services required in accordance with the terms and conditions of this contract.

100% Compliance

The PM or government representative designated in writing by the CO will conduct random checks to ensure compliance with this performance standard.

4) Compliance with FAR 52.219‐14 Limitations on Subcontracting Requirements

The contractor shall submit confirmation of compliance with the FAR 52.219‐14 ‐‐ Limitations on Subcontracting requirement that “at least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the concern” as specified by the Contracting Officer (CO) in writing within four (4) hours of request.

100% Compliance

The Contracting Officer (CO) will conduct random compliance checks with the contractor as necessary.

5) Compliance with DOL Wage Determination Labor Rate Requirement

The contractor shall submit confirmation of compliance with the current Department of Labor (DOL) wage determination (WD) hourly rate if requested by the Contracting Officer (CO) in writing within four (4) hours of request which may include an itemized list of the hourly rate being paid for all employees performing services under this contract.

100% Compliance

The Contracting Officer (CO) will conduct random compliance checks with the contractor as necessary.

NOTE: The performance of these requirements by contractor will be documented by the government in the CPARS system based on the contractor’s ability to comply with the terms and conditions established in the contract.

5.2 Contractor Personnel

5.2.1 The contractor or representative shall be available during normal duty hours to respond by telephone within thirty (30) minutes of notification by the PM and shall be available to meet with PM or designated representative within 2 hours after notification to discuss problem areas. After normal duty hours, the contractor or representative shall be available within 3 hours.

5.2.2 The contractor’s employees shall be fluent in English and shall be able to read, write, speak, understand and communicate effectively in English.

5.2.3 Prior to beginning performance under this contract, the contractor shall provide the following: Contact phone numbers and email addresses of employees who will provide services under this contract

5.2.4 The contractor shall notify the PM in writing whenever there is a change of personnel appointed to fulfill supervisory or shift leader function or when there is a planned absence of key personnel.

5.2.5 The contractor shall also be responsible for adhering to all requirements under the Privacy Act due to the possibility that confidential medical record information may be accessible and/or visible to contractor employees during performance of their daily duties. The contractor shall obtain a signed “Confidentiality Certificate” from each employee prior to allowing them to start work under this contract. The contractor shall keep a copy of confidentiality certificate on site for inspection purposes.

5.3 Building Security. Since there are no requirements for the contractor to be within the VAMC, there are no building requirement security measures necessary for this contract.

5.4 Safety. Since there are no requirements for the contractor to be within the VAMC, there are no building requirement safety measures necessary for this contract.

5.5 Interference to Normal Function. The contractor shall provide alternatives to performance of work with this contract if there are interruptions of their work at any time to avoid interference with delivering the tasks within this contract.

5.5 Damage and Equipment Loss. Since there is not equipment or supplies provided to the contractor this section is not applicable.

Section 6: Quality Assurance Surveillance Plan

To evaluate contractor performance and ensure quality of work provided by the contractor, the PM will conduct weekly meetings with the Contractor to assure all tasks are delivered in a timely manner as outlined in the contract.

6.0 GENERAL REQUIREMENTS

6.1 General: To evaluate contractor performance and ensure quality of work provided by the contractor, the PM will conduct weekly meetings with the contractor to assure all tasks are delivered in a timely manner as outlined in the contract.

6.2 Quality Control: The contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with this PWS. The contractor shall identify and define the management concept for ensuring compliance with all contract requirements. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The contractor will have an on-going quality assurance and /or quality improvement program designed to objectively and systematically measure, assess, and improve performance to enhance services. The contractor’s quality control program is the means by which the contractor assures that all work complies with the requirement of the contract. The contractor shall provide a copy of the Quality Control Program (QCP) with their offeror as specified by the Contracting Officer and upon request thereafter.

After acceptance of the quality control plan, the contractor shall immediately notify the contracting officer of any proposed changes to their quality control program and submit a change request in writing to the contracting officer. The contractor shall furnish copies of these records if requested by the Contracting Officer, COR, COTR and/or government representative(s) designated by the CO in writing. The contractor’s quality control program shall incorporate all items specified in the Performance Requirements Summary (PRS) of this PWS.

6.3 Quality Assurance. The government shall evaluate the contractor’s performance under this contract in accordance with the Quality Assurance Surveillance Plan. This plan is primarily focused on what the government must do to ensure that the contractor has performed in accordance with the performance standards established in the PRS and the PWS. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s) which shall include but is not limited to the following:

6.3.1 Feedback from Veterans and their Families, Visitors, Volunteers and VA staff:

Feedback may be obtained from either the results of formal customer satisfaction surveys or from compliments/complaints. In order for complaints to be considered valid, the individual(s) filing the complaint must do so in writing using a locally modified version of VA Form 21-4138 (Statement In Support of Claim). Copies of this form will be available from the CO designated government representative(s) and the VAACC Volunteer Service Desk at the main entrance. The CO designated government representative(s) shall collect completed compliment/complaint forms as they are submitted and retain them as part of the government’s QA/QC file. Complaints shall be investigated by the CO designated government representative(s) and if found to be valid the contractor shall be notified and instructed to correct the cause of the complaint. The CO designated government representative(s) shall additionally document validated complaints on a QASP PRS checklist.

6.3.2 Random Monitoring/Surveillance: As stated in the performance standards of the QASP, the Quality Assurance Evaluators (QAEs) as assigned by the CO designated government representative will monitor the contractor’s performance under the contract against the PRS. QAEs will be familiar with the QASP prior to the beginning of monitoring performance and will only have authority to document performance and provide documentation to the COR for his/her review. Documentation of performance will be retained as part of the Government’s QA/QC file. The CO designated government representative(s) shall enter all results of monitoring on a QASP PRS checklist.

6.3.3 System Generated Reports: As stated in the performance standards of the QASP, the CO designated government representative(s) will receive notifications from VA TMS when an employee is due/overdue for training. The CO designated government representative(s) shall ensure that the contractor’s On-Site manager is aware that employees are due/overdue for training or prohibited from performing duties under the contract until the training is complete as appropriate. System generated reports will be retained as part of the Government’s QA/QC file. The CO designated government representative(s) shall enter all results of this monitoring on a QASP PRS checklist.

6.3.4 Notification from VA Police: As stated in the performance standards of the QASP, the CO designated government representative(s) will receive notifications from VA Police of any incident that leads to the generation of a police report of property damage, report of theft or the arrest of an employee of the contractor. The CO designated government representative(s) immediately notify the CO of the incident and appropriate contractual action will be taken. Notifications of these incidents will be retained as part of the government’s QA/QC file. The CO designated government representative(s) shall enter all results of this monitoring on QASP PRS checklist.

6.3.5 Documenting Performance: The government shall maintain a QA/QC file of the contractor’s performance under the contract documenting positive and negative performance. The CO designated government representative(s) shall quarterly (based on the Federal Fiscal Year) generate a report for both the CO and the contractor based on the QASP PRS checklist for the three months of the quarter. Any communications (except routine) between the government and the contractor shall be summarized and any actions taken by the Government that affect the contract during the reporting period shall additionally be included. Other performance related issues or miscellaneous item will be included in the quarterly report.

6.3.5.1 If the contractor’s performance for any PRS line item does not meet the PRS performance standard during a monitoring period, the CO designated government representative shall generate a Contract Discrepancy Report (CDR) and present it to the CO for issuance to the contractor as appropriate. The CDR(s) shall specify the nature of the discrepancy, if there are required corrected actions and the timeline for taking corrective actions. The contractor shall acknowledge receipt of the CDR in writing and develop a Corrective Action Plan (CAP) if required. The government shall review the contractor’s CAP to determine acceptability.

6.3.5.2 CDRs and CAPs will become part of the government’s QA/QC file and may form the basis for contractual actions by the CO if deemed necessary to correct the contractor’s performance under the contract.

6.3.6 QASP Review and Updates: Prior to the exercising of any contract option periods, the CO, CO designated government representative(s) and contractor shall review the QASP to determine if any changes to the QASP are needed. The government retains final authority on what is contained in the QASP.

6.4 CONTRACTOR PERFORMANCE ASSESSMENT RATING SYSTEM (CPARS). The contractor is required to register in the Contractor Performance Assessment Rating System (CPARS). As prescribed in Federal Acquisition Regulation (FAR) Part 42.15, the Department of Veterans Affairs (VA) evaluates contractor past performance on all contracts that exceed the dollar threshold specified in the FAR and may share those evaluations with other Federal Government contract specialists and procurement officials. The FAR requires that the contractor be provided an opportunity to comment on past performance evaluations prior to each report closing. To fulfill this requirement VA uses an online database. The CPARS database information is shared with the Past Performance Information Retrieval System (PPIRS) database, which is available to all Federal Agencies.

6.4.1 Each contractor whose contract award is estimated to exceed the dollar threshold specified in the FAR shall be required to register with the Contractor Performance Assessment Rating System (CPARS) database at the following https://www.cpars.gov/ or by calling (207) 438-1690. Registration should occur no later than thirty days after contract award and must be kept current should there be any change to the contractor’s registered representative.

6.4.2 For contracts with a period of one year or less, the contracting officer will perform a single evaluation when the contract is complete. For contracts exceeding one year, the contracting officer will evaluate the contractor’s performance annually. Interim reports will be filed each year until the last year of the contract when the final report will be completed. The report shall be assigned in CPARS to the contractor’s designated representative for comment. The contractor representative will have thirty days to submit any comments and re-assign the report to the VA contracting officer.

6.4.3 For contracts with a period of one year or less, the contracting officer will perform a single evaluation when the contract is complete. For contracts exceeding one year, the contracting officer will evaluate the contractor’s performance annually. Interim reports will be filed each year until the last year of the contract when the final report will be completed. The report shall be assigned in CPARS to the contractor’s designated representative for comment. The contractor representative will have thirty days to submit any comments and re-assign the report to the VA contracting officer.

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 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(JAN 2021) (JUL 2020) (DEVIATION)

(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 2020) (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 to the Government (JUN 2020), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C.

3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved]

[] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[]…