36C25022Q1085.docx

36C25022Q1085

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

610-22-3-155-0044 36C25022Q1085 09-01-2022 Bryant, Jessica

(734) 845-5295 09-08-2022

1:00 PM

EDT

Department of Veterans Affairs Ann Arbor Healthcare System Network Contracting Office 10 24 Frank Lloyd Wright Drive, Suite M2200 Ann Arbor

MI

48105 X X 611699 $12 Million N/A X Department of Veterans Affair VA Northern Indiana Healthcare System (NIHCS) - Multiple Campuses 1700 E. 38th Street Marion

IN

46953 Y Department of Veterans Affairs Ann Arbor Healthcare System Network Contracting Office 10 24 Frank Lloyd Wright Drive, Suite M2200 Ann Arbor

MI

48105

See website at:

https://www.fsc.va.gov/einvoice.asp for instructions & for invoicing website at:

https://www.tungsten-network.com/ customer-campaigns/veteransaffairs

See CONTINUATION Page NIHCS requires a contractor to provide Yoga and Tai Chi services at multiple campuses within the NIHCS medical centers in accordance with the Statement of Work.

This will be procured through FAR Parts 12, 13, & 19 as a Firm Fixed Price Purchase Order as a 100% VIP verified SDVOSB set aside.

The period of performance will consist of one-base year and two one-year options. Service Contract Act applies to this requirement. Wage Determinations are attached.

Quoters that do not submit all required information may not be considered for award. Quoters are encouraged to submit a quote in accordance with the SOW and Section E of this solicitation.

This will be an estimated purchase order.

$0.00 See CONTINUATION Page

610-3620160-155-824200-1017 SPR0WP1A1

X X x One(1) Sally L. Leitch Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration will be handled by the following individuals:

a. Contractor:

Contractor Name

Contractor Address

Contractor Main Phone

Contractor Fax

Contractor Primary POC

Contractor Primary POC Title

Contractor Primary POC Phone

Contractor Primary POC Email

Contractor Alternate POC

Contractor Alternate POC Title

Contractor Alternate POC Phone

Contractor Alternate POC Email

SAM ID Number

Tax ID Number

Business Size

Sub-Contractor Company Name

SAM ID Number

Business Size

b. Government:

Veterans’ Health Administration Network Contracting Office (NCO) 10 8888 Keystone Crossing, Suite 1100 Indianapolis, IN 46240

Veterans’ Health Administration Network Contracting Office (NCO) 10 24 Frank Lloyd Wright Drive, Lobby M, Suite 2200 Ann Arbor, MI 48105

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:

c. Other [x] Monthly: https://www.tungsten-network.com/customer-campaigns/veteransaffairs

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.

Tungsten Network: https://www.tungsten-network.com/customer-campaigns/veteransaffairs

5. Secure Fax: All faxes regarding this contract shall contain the following on the coversheet:

This fax is intended only for the use of the person or office to which it is addressed and may contain information that is privileged, confidential, or protected by law. All others are hereby notified that the receipt of this fax does not waive any applicable privilege or exemption for disclosure and that any dissemination, distribution, or copying of this communication is prohibited. If you have received this fax in error, please notify this office immediately at the telephone number listed above.

6. Quote Submission: Quoters shall follow the submission instructions provided in Section E of this solicitation. Quoters that do not submit a complete quote package containing all required items as required in the Statement of Work and in Section E may not be considered for award. Determination to consider a quote for award will be made by the Contracting Officer.

7. Late Quotes: May not be accepted. It is the responsibility of the quoter to ensure their quote package has been received prior to the closing date and time. Determination to accept a late quote will be mad by the Contracting Officer.

8. Questions: All questions shall be submitted via email no later than the 5th calendar day at 1:00 p.m., Eastern Time, after the issuance of the of the solicitation to Jessica.Bryant5@va.gov.

9. Acknowledgement of Amendments: Quoter shall acknowledge all amendments by completing the table below:

B.2 ELECTRONIC INVOICE SUBMISSION AND INVOICING

VENDOR ELECTRONIC INVOICE SUBMISSION REQUIREMENTS AND METHODS

Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

1. VA’s Electronic Invoice Presentment and Payment System – the FSC uses a third-party contractor, Tungsten Network (referred to OB10), to transition vendors from paper to electronic invoice submission. Please go to website: https://www.tungsten-network.com/customer-campaigns/veteransaffairs to enroll in the program and begin submitting the electronic invoices, free of charge.

1. A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI website is: http://www.x12.org

1. Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have questions about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

2. Tungsten e-Invoice Setup Information: 1-877-489-6135

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

2. FSC e-Invoice Contact Information: 1-877-353-9791

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

BILLING AND INVOICING

1. In accordance with this contract, all services shall be billed in arrears monthly.

2. Contractor shall only bill for services and for line-items delivered.

3. A proper invoice that is submitted for payment; shall be accepted and certified for payment if:

i. Monthly invoice is submitted in arrears, no later than the 20th business day of the following month that services were rendered.

ii. Invoice contains in addition to the information required for submission of a ‘proper’ invoice in accordance with FAR 52.212-4(g) the following information:

a. Name and Address of the Contractor

b. Invoice Date and Invoice Number

c. Contract Number

d. Contract Order Number

e. Purchase Order Number

f. Date Range of Services Provided

g. Description of Services Provided

h. Line/Sub-Line-Item number(s) of services provided

i. Quantity of each Line/Sub-Line Item

j. Unit Rate for each Line/Sub-Line Item

k. Total Cost for each Line/Sub-Line Item

l. Total Invoice Cost

4. The Certifying Official will confirm the information in the submitted invoice to the contract and invoice to ensure it is correct and valid.

i. If the invoice submitted is not a proper invoice, the certifying official shall refuse the invoice with a detailed statement as to why the invoice was refused.

ii. Contractor shall make corrections and resubmit using a separate invoice number, notating the invoice number it is replacing.

Remainder of Page is Intentionally Left Blank

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

In-person Yoga Services for VA NIHCS In Accordance with the Statement of Work (SOW)

Fort Wayne Campus

Contract Period: Base POP Begin: 09-30-2022 POP End: 09-29-2023 PRINCIPAL NAICS CODE: 611699 - All Other Miscellaneous Schools and Instruction PRODUCT/SERVICE CODE: U009 - Education/Training - General

In-person Tai Chi Services for VA NIHCS In Accordance with the

Fort Wayne Campus

Contract Period: Base POP Begin: 09-30-2022 POP End: 09-29-2023

In-person Yoga Services for VA NIHCS In Accordance with the

Marion Campus

Contract Period: Base POP Begin: 09-30-2022 POP End: 09-29-2023

In-person Tai Chi Services for VA NIHCS In Accordance with the

Marion Campus

Contract Period: Base POP Begin: 09-30-2022 POP End: 09-29-2023

In-person Yoga Services for VA NIHCS In Accordance with the

Mishawaka/St.Joe Campus

Contract Period: Base POP Begin: 09-30-2022 POP End: 09-29-2023

In-person Tai Chi Services for VA NIHCS In Accordance with the

Mishawaka/St.Joe Campus

Contract Period: Base POP Begin: 09-30-2022 POP End: 09-29-2023

In-person Yoga Services for VA NIHCS In Accordance with the

Muncie Campus

Contract Period: Base POP Begin: 09-30-2022 POP End: 09-29-2023

In-person Tai Chi Services for VA NIHCS In Accordance with the

Muncie Campus

Contract Period: Base POP Begin: 09-30-2022 POP End: 09-29-2023

In-person Yoga Services for VA NIHCS In Accordance with the

Peru Campus

Contract Period: Base POP Begin: 09-30-2022 POP End: 09-29-2023

In-person Tai Chi Services for VA NIHCS In Accordance with the

Peru Campus

Contract Period: Base POP Begin: 09-30-2022 POP End: 09-29-2023

In-person Yoga Services for VA NIHCS In Accordance with the

Fort Wayne Campus

Contract Period: Option 1 POP Begin: 09-30-2023 POP End: 09-29-2024

In-person Tai Chi Services for VA NIHCS In Accordance with the

Fort Wayne Campus

Contract Period: Option 1 POP Begin: 09-30-2023 POP End: 09-29-2024

In-person Yoga Services for VA NIHCS In Accordance with the

Marion Campus

Contract Period: Option 1 POP Begin: 09-30-2023 POP End: 09-29-2024

In-person Tai Chi Services for VA NIHCS In Accordance with the

Marion Campus

Contract Period: Option 1 POP Begin: 09-30-2023 POP End: 09-29-2024

In-person Yoga Services for VA NIHCS In Accordance with the

Mishawaka/St.Joe Campus

Contract Period: Option 1 POP Begin: 09-30-2023 POP End: 09-29-2024

In-person Tai Chi Services for VA NIHCS In Accordance with the

Mishawaka/St.Joe Campus

Contract Period: Option 1 POP Begin: 09-30-2023 POP End: 09-29-2024

In-person Yoga Services for VA NIHCS In Accordance with the

Muncie Campus

Contract Period: Option 1 POP Begin: 09-30-2023 POP End: 09-29-2024

In-person Tai Chi Services for VA NIHCS In Accordance with the

Muncie Campus

Contract Period: Option 1 POP Begin: 09-30-2023 POP End: 09-29-2024

In-person Yoga Services for VA NIHCS In Accordance with the

Peru Campus

Contract Period: Option 1 POP Begin: 09-30-2023 POP End: 09-29-2024

In-person Tai Chi Services for VA NIHCS In Accordance with the

Peru Campus

Contract Period: Option 1 POP Begin: 09-30-2023 POP End: 09-29-2024

In-person Yoga Services for VA NIHCS In Accordance with the

Fort Wayne Campus

Contract Period: Option 2 POP Begin: 09-30-2024 POP End: 09-29-2025

In-person Tai Chi Services for VA NIHCS In Accordance with the

Fort Wayne Campus

Contract Period: Option 2 POP Begin: 09-30-2024 POP End: 09-29-2025

In-person Yoga Services for VA NIHCS In Accordance with the

Marion Campus

Contract Period: Option 2 POP Begin: 09-30-2024 POP End: 09-29-2025

In-person Tai Chi Services for VA NIHCS In Accordance with the

Marion Campus

Contract Period: Option 2 POP Begin: 09-30-2024 POP End: 09-29-2025

In-person Yoga Services for VA NIHCS In Accordance with the

Mishawaka/St.Joe Campus

Contract Period: Option 2 POP Begin: 09-30-2024 POP End: 09-29-2025

In-person Tai Chi Services for VA NIHCS In Accordance with the

Mishawaka/St.Joe Campus

Contract Period: Option 2 POP Begin: 09-30-2024 POP End: 09-29-2025

In-person Yoga Services for VA NIHCS In Accordance with the

Muncie Campus

Contract Period: Option 2 POP Begin: 09-30-2024 POP End: 09-29-2025

In-person Tai Chi Services for VA NIHCS In Accordance with the

Muncie Campus

Contract Period: Option 2 POP Begin: 09-30-2024 POP End: 09-29-2025

In-person Yoga Services for VA NIHCS In Accordance with the

Peru Campus

Contract Period: Option 2 POP Begin: 09-30-2024 POP End: 09-29-2025

In-person Tai Chi Services for VA NIHCS In Accordance with the

Peru Campus

Contract Period: Option 2 POP Begin: 09-30-2024 POP End: 09-29-2025

Page 1 of Page 1 of

B.4 STATEMENT OF WORK

Part I: General Information A. Introduction VA Medical Care Centers and Community-Based Outpatient Clinics (CBOC’s) have a requirement for certified Yoga and certified Tai Chi / Qigong instructors to provide Yoga and Tai Chi / Qigong classes to Veterans, Veteran Caregivers, and Employees. Services are located at or near VA Northern Indiana Health Care System (VANIHCS) sites in the following cities: Fort Wayne, Marion, Mishawaka, Muncie, and Peru, Indiana. The period of performance is for a minimum of one (1) year up to three (3) years.

B. Qualifications of Key Personnel Certification:

1. The Contractor shall provide documentation for all contract yoga instructors of certification through a Yoga Alliance e-RYT 200 or equivalent program (200 contact hour training plus 1000 documented teaching hours), RYT 500, or C-IAYT.

2. The Contractor shall provide documentation for all contract yoga instructors of completion of Trauma Informed Yoga training.

3. The Contractor shall provide documentation for all contract Tai Chi / Qigong instructors of certification through the American Tai Chi and Qigong Association (ATCQGA) as a Tai Chi Instructor Level 1 or comparable certifying body. Requirements include at least 150 documented hours in formal Tai Chi training, at least 500 hours of experience in teaching Tai Chi, and three (3) reference letters from other Tai Chi instructors, students, trainers, etc. (at least one letter from a Tai Chi instructor).

4. The Contractor shall provide a resume for each proposed contract Yoga and Tai Chi / Qigong instructor.

5. The Contractor shall provide documentation for all contract instructors of certification in Basic Life Support (BLS) or Advanced Cardiac Life Support training or plan for completion of training prior to initiation of performance. VA shall not pay for this training.

Training and Security Requirements:

1. All travel, onboarding, training, and security requirements are part of the contract price, and shall not incur additional costs to this contract.

2. All continuing education BLS or equivalent course requirements for maintaining certification shall be kept up to date at all times by the Contractor. Documentation verifying current certification shall be provided by the Contractor to the VA COR on an annual basis for each year of contract performance.

3. The contract instructors shall be able to demonstrate an understanding of VHA guidelines and policies and adhere to guidelines set forth by the Whole Health Program Manager (WHPM).

4. The contract instructors shall meet all VA educational requirements and mandatory course requirements defined herein; all training shall be completed by the contract instructors as required by the VA. All contracted instructors shall complete applicable Talent Management System (TMS) modules and training prior to providing any services at VANIHCS. Training certificates shall be given to the COR and the WHPM. Contract instructor payment for training shall be at the expense of the Contractor.

5. Prior to initiating services, the contract instructor shall travel to the nearest Veteran Health Administration (VHA) site that offers fingerprinting to be fingerprinted as part of a background check.

6. Prior to initiating services, the contract instructor shall travel to the VHA site to be issued a Personal Identity Verification (PIV) badge.

7. Prior to initiating services, the contract instructor shall travel onsite to complete the EHR training.

8. Prior to services being performed, all trainings and initial background checks shall be completed and on file with the COR.

Part II: Work Requirements A. Technical Requirements

1. The Contractor shall provide certified Yoga and Tai Chi / Qigong instructors who are competent, qualified per this performance work statement, and adequately trained to provide classes to Veterans, Veteran Caregivers, and/or staff as directed and approved by the Whole Health Program Manager (WHPM) or designee.

2. The contract instructors shall adapt the Yoga and Tai Chi / Qigong instruction as needed for patients with complex medical conditions, including but not limited to modification to serve those who may use assistive devices such as walker or wheelchairs and who have disabling illnesses or injuries.

3. The contract instructors shall possess experience in teaching and applying Yoga and Tai Chi / Qigong to vulnerable populations with emotional trauma and physical trauma, and in providing and contextualizing Yoga and Tai Chi / Qigong services to vulnerable populations.

4. The contract instructors shall be knowledgeable and sensitive to the unique experiences and special needs of combat-deployed Veterans.

5. Contractor shall provide the COR copies of current Continuing Education Units (CEUs) as required or requested by the VAMC. Contract instructors shall continue to meet the minimum standards for CEU to remain current.

6. The contractor, their personnel, and their subcontractors shall be subject to the Federal laws, regulations, standards, and VA Directives and Handbooks regarding information and information system security as delineated in this contract.

B. Deliverables

1. The Contractor shall provide a proposed employee staffing roster for all locations where services will be provided.

2. The Contractor shall provide a contingency plan for: 1) how to staff instructors in locations where few instructors may be available, and 2) restaffing a position if an instructor quits or is no longer available.

3. During the first ninety (90) calendar days of performance, the Contractor shall make NO substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment. The Contractor shall notify the COR, in writing, within 30 calendar days prior to the occurrence of any of these events and provide the information required below. After 90 days, the Contractor shall submit the information required below to the COR at least 30 calendar days prior to making any permanent substitutions.

4. The Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the COR. Proposed substitutes shall have comparable qualifications to those of the persons being replaced. The COR shall notify the Contractor within 15 calendar days after receipt of all required information of the decision on the proposed substitutes.

5. The contract instructor shall be present at least fifteen (15) minutes prior to the start of each class.

6. It is estimated the Contractor will provide the following number of in-person classes. At a minimum, and up to the maximum, the Contractor shall provide the following number of 45-60 minute in-person classes per week (48 weeks per year):

7. The contract instructor shall complete clinical notes in the EHR. These notes are to be completed each day the instructor provides service, adhering to VHA policies and guidelines. The contract instructor shall note anything of importance as it pertains to the patient’s care.

8. The contract instructor shall complete clinical notes in the EHR for each participant, and documentation for a class should take no more than 45 minutes. Contractor shall complete clinical notes at the end of each provision of service, unless mitigating circumstances are present. The contract instructor shall complete all clinical notes within 48 hours of provision of service.

9. The WHPM will determine the frequency of classes, the audience (Veteran, Veteran Caregivers, and/or staff), date, time, and location of these classes. Special events and wellness programming elsewhere in the Medical Centers and CBOC’s will also be determined by the WHPM.

10. If an instructor leaves, the Contractor shall provide a replacement instructor who meets all qualifications and technical requirements.

C. Government-Furnished Property The contract instructor shall use Government Furnished Property at the site of provision of care to complete documentation in the EHR.

D. Places of Performance

1. The Government reserves the right to add additional locations at a later date provided a bilateral modification is executed by both the Government and Contractor.

2. The Government reserves the right to move an established location to a new address provided that a bilateral modification is executed by the Government and Contractor at no additional cost.

3. Address changes within 8 miles of the below sites and temporary sites due to spacing conflicts do not require a bilateral modification unless they become permanent. COR and Contractor shall agree in advance of the dates and address of the temporary site change via email with the Contracting Officer copied on the message. These temporary site changes shall be at no additional charge to the Government.

VA Northern Indiana Health Care System Fort Wayne VA Clinic 2500 East State Boulevard Fort Wayne, IN 46805

VA Northern Indiana Health Care System Marion VA Medical Center 1700 East 38th Street Marion, IN 46953-4568

St. Joseph County VA Clinic 1540 Trinity Place Mishawaka, IN 46545-5006

Hoosier VA Clinic (CBOC) 1496 West Hoosier Boulevard Peru, IN 46970-3727

Muncie VA Clinic (CBOC) 3401 North Morrison Road Muncie, IN 47304-5568

E. Hours of Work:

All work shall be performed during normal business hours, 7:00 am – 7:00 pm (excluding federal holidays), unless the COR or CO determines that work needs to be completed outside these hours. If services are needed outside normal hours a separate purchase order and separate funding shall be completed prior to work being performed.

Federal Holidays can be found at the following link: Federal Holidays (opm.gov) F. Safety Compliance Regulations In performance of this contract, the Contractor shall follow the VA NIHCS safety policy and standard safe work practices and take such safety precautions as the Safety Engineer, or his Designee may determine to be reasonably necessary to protect the lives and health of occupants of the building. The Contractor shall comply with VA NIHCS smoking policy, which designates all interior spaces and facility grounds as non-smoking areas. The Contracting Officer or his/her designee will notify the Contractor of any non-compliance, and the Contractor will immediately correct the conditions to which attention has been directed. Such notice, when served on the Contractor or his representative at the site of the work, shall be deemed sufficient for the purpose aforesaid. If the Contractor fails or refuses to comply promptly, the Contracting Officer may issue an order halting all or any part of the work, and Contractor may be held in default.

G. Travel The contractor shall provide all travel and transportation necessary to perform duties at no additional charge to the government.

H. VHA Supplemental Contract Requirements for Ensuring Adequate COVID-19 Safety Protocols for Federal Contractors Contractor employees who work in or travel to VHA locations must comply with the following:

Documentation requirements:

1. If fully vaccinated, shall show proof of vaccination. NOTE: Acceptable proof of vaccination includes a signed record of immunization from a health care provider or pharmacy, a copy of the COVID-19 Vaccination Record Card (CDC Form MLS-319813_r, published on September 3, 2020), or a copy of medical records documenting the vaccination.

2. If unvaccinated, contractors shall show negative COVID-19 test results dated within three calendar days prior to desired entry date. Test must be approved by the Food and Drug Administration (FDA) for emergency use or full approval. This includes tests available by a doctor’s order or an FDA approved over-the- counter test that includes an affiliated telehealth service.

3. Documentation cited in this section shall be digitally or physically maintained on each contractor employee while in a VA facility and is subject to inspection prior to entry to VA facilities and after entry for spot inspections by Contracting Officer Representatives (CORs) or other hospital personnel.

4. Documentation will not be collected by the VA; contractors shall, always, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

5. Contractor employees are subject to daily screening for COVID-19 and may be denied entry to VA facilities if they fail to pass screening protocols. As part of the screening process contractors may be asked screening questions found on the following website: COVID-19 Screening Tool. Regularly check the website for updates.

6. Contractor employees who work away from VA locations, but who will have direct patient contact with VA patients shall self-screen utilizing the COVID-19 Screening Tool, in advance each day that they will have direct patient contact and in accordance with their person or persons who coordinate COVID-19 workplace safety efforts at covered contractor workplaces. Contractors shall, always, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

7. Contractor must immediately notify their COR or Contracting Officer if contract performance is jeopardized due to contractor employees being denied entry into VA Facilities.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(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; 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 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) The total duration of this contract, including the exercise of any options under this clause, shall not exceed three (3) years.

(End of Clause) C.4 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

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

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[]…