36C25221Q0503_1.docx

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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)

c. 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

36C25221Q0 03-17-2021 Cannaday,Erika 414-844-4800 x43288 03-25-2021 10:00

CDT

36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476 X 621112 $12 Million N/A X 36C252 Jesse Brown VA Medical Center 820 S Damen Avenue Chicago IL 60612 36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476

Department of Veterans Affairs Financial Services Center PO Box 149971 Austin TX 78714-9971 877-353-9791 512-460-5540 See CONTINUATION Page The contractor shall provide psychological assessment and testing for newly hired police officers at Jesse Brown VA Medical Center, in accordance with the Statement of Work.

The most recent Wage Determination, 2015-5017, revision 16, dated 12/21/2020 shall apply to any award made as a result of this Solicitation.

See CONTINUATION Page X X X

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA (continuation from Standard Form 1449)

OFFERORS MUST COMPLETE AND RETURN ALL INFORMATION DESIGNATED HEREIN PRIOR TO THE TIME SPECIFIED IN BLOCK 8 OF SF 1449 IN ORDER TO BE CONSIDERED FOR AWARD.

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

1. CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

CONTRACTOR NAME _____________________________________

ADDRESS ________________________________________________

CITY-STATE-ZIP __________________________________________

POINT OF CONTACT/TITLE ________________________________

DUNS NUMBER NO. ______________________________________

b. GOVERNMENT: ERIKA A CANNADAY, CONTRACT SPECIALIST

CONTRACTING OFFICE CODE: 36C252

MILWAUKEE WI 53214

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

a. FAR 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER – SYSTEM FOR AWARD MANAGEMENT (OCT 2018)

3. INVOICES:

a. Invoices shall be submitted monthly in arrears in accordance with: 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

b. Payments shall be made in arrears upon receipt of a properly prepared invoice

c. The VA has mandated electronic invoice submission to the Veterans Affairs Financial Services Center (VAFSC). VAFSC has partnered with Tungsten Network e-Invoicing network, for submissions of all electronic invoices to VA. Tungsten Network electronic invoicing is free to all VA vendors. In order to submit electronic invoices, all VA vendors must register with Tungsten Network by submitting an email to VA.Registration@Tungsten-Network.com or calling 1-877-752-0900 option 2 for Enrollment.

d. Contractor shall submit an electronic invoice by the tenth (10th) of the following month services were performed to the Veterans Affairs Financial Services Center (VAFSC) e-Invoice through the website at https://portal.Tungsten-Network.com/Login.aspx. For questions regarding the submission of VA electronic invoices, Tungsten Network customer service may be contacted at 1-877-489-6135.

e. All invoices shall reference the vendor name and address, customer name, contract number, appropriate obligation/funding order number, description of services provided, quantity, unit price, and total invoice amount (any additional info). Invoices shall also include any payment discount terms.

4. GOVERNMENT INVOICE ADDRESS (See SF1449 Block 18):

a. All invoices from the contractor shall be submitted electronically in accordance with 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

b. Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests.

c. VA’s Electronic Invoice Presentment and Payment System – The Veterans Affairs Financial Services Center (VAFSC) uses a third-party contractor, Tungsten Network e-Invoice, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/customer-campaigns/veterans-affairs-us/ to begin submitting electronic invoices, free of charge.

d. As of July 1, 2020, the VA10091 form has been eliminated and the VAFSC is requiring our vendors to update and add their information in the Customer Engagement Portal (CEP) at https://www.cep.fsc.va.gov/. This is for new vendors being added to FMS only.

e. For assistance setting up e-Invoice, the below information is provided:

i. * Tungsten Network e-Invoice Setup Information: 1-877-489-6135

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

* FSC e-Invoice Contact Information: 1-877-353-9791

* FSC e-invoice email: vafsccshd@va.gov

5. ACQUISITION OF COMMERCIAL ITEMS:

This Request for Quote (RFQ) solicitation is issued under the authority of FAR Part 12 Acquisition of Commercial Items and FAR Part 13 Simplified Acquisition Procedures. FAR Part 15 will not be used. The procedures in Part 12 used in conjunction with Part 13 allow the Government to procure services resembling those in the commercial marketplace and streamline the procurement process. From this RFQ, the Government intends to award a firm fixed price contract where the contractor provides a price that is not subject to any adjustment on the basis of the contractor’s cost experience in performing the contract.

6. RFQ QUESTIONS:

In order to maintain integrity of this solicitation and subsequent award date, all offerors are advised that any question and answer requests must be submitted in a written form via e-mail to the Contract Specialist to erika.cannaday@va.gov no later than MONDAY, MARCH 22, 2021 at 10:00 A.M. LOCAL TIME. Contracting will issue a consolidated response via solicitation amendment to https://beta.sam.gov Contract Opportunities within 2 business days to all parties.

7. CONTRACTING OFFICER AUTHORITY:

The Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitment or issue changes that will affect price, quantity or quality of performance of this contract. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred thereof.

8. IDENTIFICATION, PARKING, SMOKING AND VA REGULATIONS:

a. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking is available from the VA Police Section. The VA will not invalidate or make reimbursement for parking violations of the Contractor under any conditions.

b. All VA facilities are drug free.

c. All contractor personnel are required to adhere to all VA rules and regulations.

d. Smoking is prohibited on the entire campus, both inside and outside the VA Facility

e. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

f. VHA DIRECTIVE 1192: This Veterans Health Administration (VHA) directive establishes policy and provides guidance for the prevention of seasonal influenza in VHA facilities through the vaccination or masking of health care personnel (HCP). AUTHORITY: Title 38 United States Code (U.S.C.) 7301(b), 7318(b). Contractor is responsible in ensuring that all aspects of this directive are implemented, including providing face masks and influenza vaccines for all employees working at a VA facility.

9. SECURITY & PRIVACY CONTROL:

The Authorization & Accreditation (A&A) requirements of VHA Handbook 6500.6 do not apply to this requirement, therefore, a Security Accreditation Package is not required. No A&A or MOU/ISA is required. Sensitive information exposure as part of this contract involves applicable security controls within the facility as part of the VA Information Security If there are any questions related to privacy, please have a member of your staff contact the VA Privacy Service at (202) 461-6309. If there are any questions related to the information security, please have a member of your staff contact the Office of Cyber Security at (304) 262-7733.

Visitor Passes: Issuance of visitor passes is the responsibility and at the discretion of each Facility Director. Visitor passes may be issued to individuals requiring short-term access to a VA facility for a period not to exceed 15 days in a 365-day period. Visitor passes are issued on a daily basis and expire at the end of the day of issuance. Visitor passes are issued following, at a minimum, review of one valid and current State or Federal government issued photo ID. Visitors must be escorted in areas restricted to the general public.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Base Year: 4/1/2021 – 3/31/2022

Base Total (EST):

Option Year 1: 4/1/2022 – 3/31/2023

Option Year 1 Total (EST):

Option Year 2: 4/1/2023 – 3/31/2024

Option Year 2 Total (EST):

Option Year 3: 4/1/2024 – 3/31/2025

Option Year 3 Total (EST):

Option Year 4: 4/1/2025 – 3/31/2026

Option Year 4 Total (EST):

GRAND TOTAL (EST):

*The quantities herein described are estimates.

B.3 STATEMENT OF WORK

Police Psychological Evaluations

1. PURPOSE

The purpose of this contract is to acquire psychological evaluations and testing for newly hired Jesse Brown VA Police Officers to determine an individual’s suitability to perform the duties of a police officer as well as carry a firearm. The contractor shall provide all necessary labor, supervision, equipment, supplies, materials and travel to provide psychological evaluations (interview) and testing for newly hired VA Police Officers.

2. BACKGROUND

VA medical facilities are protected by police officers who have arrest authority, as defined by 38 U.S.C. Chapter 9. They protect life and property on VA owned or operated land and buildings and must regularly make decisions on the appropriate application of force, the use of a firearm, police baton, or OC spray. Applicant and newly hired VA police officers must meet certain functional requirements. In order to meet the specific behavioral functional requirements for the successful police officer, individuals must:

a. Possess a high level of personal integrity

b. Be able to maintain control of anger and emotions

c. Be compassionate towards others, especially those who cannot care for themselves

d. Be able to quickly respond to emergency situations

e. Have respect for authority and rule of law

f. Be emotionally able to apply physical and possibly lethal force as needed, and to recognize when such force is necessary, but in strict accordance with training and policy requirements

g. Be able to often work independently, but within a regimented group

3. REQUIRING FACILITY

Jesse Brown VA Medical Center 820 S. Damen Ave. Chicago, Il 60612

4. PERIOD OF PERFORMANCE

4. DESCRIPTION OF SERVICE

The Contractor shall provide initial psychological evaluation of all newly hired VA Police Officers not to exceed 20 evaluations per year.

5. REQUIREMENTS

Delivery of Service. The evaluation shall be completed within 14 business days from the date the facility point of contact calls to set up appointment. If evaluation is completed off-site, the contractor must be able to meet with the police applicant/officer at a location within thirty (30) miles from the VA Health Care Facility. If evaluation is completed on-site, contractor will utilize the Occupational Health or other examination room, to be identified by the Contracting Officer Representative (COR), to conduct the evaluation. Initial evaluations shall be done on a face-to-face basis, unless approved by the COR.

Psychological Assessment. The initial medical examinations must include a psychological assessment of the police applicant/officer’s emotional and mental stability by a contracted evaluator. Police officer duties include personal encounters with patients, visitors, and other employees. Encounters are often with mentally ill, irrational, or disturbed persons who, although assaultive or destructive, must be handled with understanding, full control of force, and unimpeded judgment. Any emotional or mental condition which could cause the police applicant/officer to be a hazard to others or self during stress situations and physical altercations will disqualify. The psychological assessment will be limited to an interview by a psychologist or psychiatrist covering only job-related factors.

Psychological Testing. Standardized psychological testing may be used only after reason to question the police applicant/officer’s suitability has arisen. If, during the psychological assessment, the psychologist/psychiatrist has an articulable reason to doubt that the officer is capable of performing the duties of a police officer, the contracted evaluator shall make a formal recommendation for psychological testing to the Employee Health physician. Upon receipt of a formal recommendation for psychological testing, the Employee Health physician may approve such a recommendation and direct appropriate psychological testing, at his or her discretion

Requirements for Assessment/Testing. Psychological Assessments are conducted with any newly hired police officer. For the Psychological Assessment, the contracted evaluator will complete the following, or comparable as noted below, referencing “test instruments”:

1. Minnesota Multiphasic Personality Interview (MMPI-2)

2. California Psychological Inventory (CPI)

3. Generalized Anxiety Disorder – 7 (GAD-7)

4. Patient Health Questionnaire-9 (PHQ-9)

5. Interview with Officer to determine psychological safety to ensure the officer is able to work within the department at the VA Health Care Facility.

Test Instruments: The government does not require exclusive use of the listed tests referenced immediately above. However, if the above-referenced test instruments are not utilized, the contracted evaluator must use psychological measures with well validated police normative data to assess the applicant/officer’s stability (e.g. Personality Assessment Inventory, MMPI-2, etc.) and suitability (e.g. 16PF, NEO, etc.).

Psychological Assessments must include a psychological assessment of the police applicant/officer’s emotional and mental stability by a contracted evaluator. Police officer duties include personal encounters with patients, visitors, and other employees. Encounters are often with mentally ill, irrational, or disturbed persons who, although assaultive or destructive, must be handled with understanding, full control of force, and unimpeded judgment. Any emotional or mental condition which could cause the applicant/officer to be a hazard to others or self during stress situations and physical altercations will disqualify. The psychological assessment will be limited to an interview by a contracted evaluator covering only job-related factors. Contracted evaluator will complete report and send to VA Health Care Facility Occupational Health Department with final review and determination within 3 business days of evaluation.

If during the psychological testing for newly hired police officers, the psychologist has an articulable reason to doubt the officer is capable of performing the duties of a police officer (including the use of firearms), the Contractor shall provide results/reports in the form of a one-page letter to the Occupational Health Physician at Jesse Brown VA Medical Center. The report will indicate Pass/Fail: Recommended/Not Recommended for use of a firearm at the VA Medical Facility.

Privacy Act Notification. Any reports, as well as internal working documents generated by the Contractor are the property of the VA and shall be kept confidential from the officer. The Contractor and/or staff are not authorized to disclose any information pertaining to a VA employee to any source. The contractor may only disclose information, in writing, to the Occupational Health Specialist, or as otherwise required by law. The testing materials and evaluation results of all pre-employment screenings shall be securely stored, kept confidential and only released pursuant to applicable Federal and State laws and regulations. The Police Service or Employee Health may request additional copies of the assessment at no additional cost. Records generated as a result of an employer-sponsored psychological evaluation program are the property of the Veterans Affairs. At the end of this contract term, all records shall be transferred to the Contractor who will have the follow-on contract, if it is different than the newly hired Contractor, at the Chief of Police’s request without additional cost to the VA. Transfer to be fully accomplished within thirty (30) days of notification.

Requirements for the Contracted Evaluator. The contracted evaluator must meet the requirements of 1031 (f) of the Government Code, which requires the mental and emotional condition of officers "shall be evaluated by a licensed physician and surgeon or a licensed psychologist with a doctoral degree in psychology and at least five years of postgraduate experience in the diagnosis and treatment of mental disorders."

Limited Scope of Report. The US Government has a right to information that is necessary to achieve a legitimate purpose. The evaluation is ordered by and conducted for the US Government. It is not for the purpose of treatment but to determine fitness for duty. The limited written results of the evaluation will be provided to the US Government as a confidential personnel record. The report and information received by the department shall be limited to:

• a conclusion regarding the determination of fitness for duty (Pass/Fail)

• a description of the functional limitations of the employee,

• whether the condition that leads to the functional limitations is industrial or nonindustrial in nature,

• fitness to carry a firearm (Recommended/Not Recommended)

• other information to the extent authorized by law, necessary to achieve the legitimate purpose of the employer.

• no statement of medical cause shall be included.

Exception. Where the employee has initiated a lawsuit, arbitration, grievance, worker's compensation or other claim or challenge involving his or her medical history, mental or physical condition, or treatment, the report may contain information which is relevant to that action. An employee may waive, in writing, any or all restrictions on the information reported to the employer.

Disposition of Report. The contractor shall establish appropriate procedures to protect the information from unauthorized use or disclosure. The report may only be used or disclosed in a legitimate and appropriate proceeding to the extent authorized or compelled by law.

Refusal to Cooperate. The contractor shall immediately report to the Contracting Officer’s Representative of any refusal to cooperate by a US Government employee.

6. STANDARDS

Personnel and assessments shall meet all requirements and standards set by State and Federal law. All personnel and assessments shall meet the requirements set forth in VHA Directive 0730, as amended and hereby attached.

7. QUALIFICATIONS

a. Personnel assigned by the Contractor to perform the services covered by this contract shall be licensed in a State, Territory, Commonwealth of the United States, or the District of Columbia, but as is required for the work to be completed under this contract in the State of Illinois. All licenses held by the personnel working on this contract shall be full and unrestricted licenses. Personnel must have no less than three (3) years’ experience commensurate with their assigned responsibilities.

b. Services shall be provided by a Psychologist(s) who has a doctorate from an American Psychological Association (APA)-approved graduate program, is experienced working with adults, and is experienced in performing psychological assessments on police officers and/or police officer applicants. It is highly desirable that the Psychologist be board certified in Forensics by the American Board of Behavioral Psychology (ABBP). The Psychologist shall be a recognized expert demonstrating expertise in completing these specifically focused police officer exams.

c. Individuals performing under this contract must:

(1) Have no physical/mental limitations or other conditions that may adversely affect his/her ability to perform as required by this contract;

(2) Has not had a loss, reduction, restriction, or revocation of his / her clinical privileges at any institution;

(3) Has not, or is not currently, and is not pending any litigation for medical malpractice;

(4) Is a member in good standing or has not had a loss of medical staff membership at or from any institution; and

(5) Has never been convicted of any felony criminal charges and has no such charges pending.

If any individual performing under this contract is found, by the Government or by the Contractor, to have any of the aforementioned issues, the Contractor is responsible for removing the individual immediately from work under this contract immediately.

8. PERSONNEL POLICY

The parties agree that the Contractor, its employees, agents and subcontractors shall not be considered VA employees for any purpose and shall be considered employees of the Contractor.

9. CREDENTIALING AND PRIVILEGING

a. Contractor will ensure that all psychologists be employed under this contract participate in the VA Credentialing and Privileging process. Contracted evaluators working on site at the Jesse Brown VA Medical Center will be credentialed and privileged for that facility as described in VHA HANDBOOK 1100.19: Credentialing and Privileging. The contracted evaluator(s) must participate in the credentialing privileging process through the Jesse Brown VA Medical Center. The Contracting Officer’s Representative will provide copies of current requirements and updates as they are published. No services will be provided by any contracted evaluator prior to completing the credentialing and privileging process outlined above.

b. Privileges will require renewal at least every two years in accordance with Medical Center and The Joint Commission requirements.

c. Within five (5) business days of receipt of notice of award, contractor will commence the credentialing and privileging process for all psychologists proposed to provide services under the contract through the VA Healthcare Facility (unless currently credentialed and privileged at the facility). The contracted evaluator will be provided a VA point of contact for the credentialing/ privileging process upon award.

10. TORT CLAIMS

Contractors are not covered by the Federal Tort Claims Act. When a Contractor has been identified as a provider in a tort claim, the contractor is responsible for notifying the contractor’s legal counsel and/or insurance carrier. Any settlement or judgement arising from a contractor employee’s action or non-action is the responsibility of the contractor and/or insurance carrier.

11. CONTRACT MONITORING AND QUALITY ASSURANCE

The VA Contracting Officer’s Representative will communicate with the Chief of Police to determine whether required assessments were performed as scheduled and whether all contract requirements are being met. Any incidents of contract noncompliance as evidenced by these monitoring procedures shall be forwarded immediately to the Contracting Officer. Approximately two months after contract award, a VA psychologist will review randomly selected cases to ensure standardization of procedures and the reliability/validity of the Contractor’s results. The police applicant/officer’s name will be expunged from cases to ensure confidentiality. Reviews will thereafter be completed on an annual basis during the term of the contract unless required more frequently due to performance problems or complaints. This audit of randomly selected cases necessarily encompasses the contracted evaluator’s results; however, this is a quality assurance method used by the government to ensure compliance with the terms and conditions of the contract. It is not direct clinical supervision of the contracted evaluator’s work.

12. SUBSTITUTION OF KEY PERSONNEL

a. The Contractor shall assign to this contract the following key personnel: Psychologist.

b. During the first ninety (90) 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 Contracting Officer, in writing, within fifteen (15) calendar days after the occurrence of any of these events and provide the information required by paragraph c below. After the initial 90-day period of the contract, the Contractor shall submit the information required by paragraph c to the Contracting Officer at least fifteen (15) days prior to making any permanent substitutions.

c. The Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitution, complete resumes for the proposed substitutes, and any additional information requested by the Contracting Officer. Proposed substitutions shall have comparable qualifications to those of the persons being replaced. The Contracting Officer will notify the Contractor within 15 days after receipt of all required information of the decision on the proposed substitutes. The contract will be modified to reflect any approved changes of key personnel.

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

C.3 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 4/1/2021 through 3/31/2026.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $250.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $1,000.00;

(2) Any order for a combination of items in excess of $12,500.00; or

(3) A series of orders from the same ordering office within 1 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 3/31/2026.

(End of Clause)

C.6 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.