36C25522Q0057_2.docx

36C25522Q0057

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT 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

36C25522Q0057 02-07-2022 Ferguson, Laura 913.946.1962 02-21-2022 16:30

CST

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth

KS

66048 X 721214 $8 Million

NET 30 TERMS

N/A X

SEE STATEMENT OF WORK

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth

KS

66048

36C255

Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin

TX

877-353-9791 512-460-5429 See CONTINUATION Page Veteran Outdoor Recreational Activity for the VA Readjustment Counseling Service (RCS)

1) Contractor shall supply all labor, travel, materials, equipment, tools, supervision, meals, accommodations and incidentals required to complete a veteran recreational activity per the Statement of Work (SOW) terms and conditions.

2) The Government anticipates awarding a one (1) year 12 (month) Firm Fixed Price Contract.

3) See the SOW and Schedule for details.

4) Detailed instructions for submitting a quotation are provided in Section E.1.

See CONTINUATION Page X X X

ONE

Bouffard, Philip Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(a). CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

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

(c). INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX

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

(e). GOVERNMENT INVOICE ADDRESS: Invoices will be provided in accordance with the requirements listed in FAR 52.212-4, Commercial Items – Terms and Conditions, (NOV 2021), (g) Invoice; and VAAR 852.232-72 Electronic Submission of Payment Request (NOV 2018); electronically to:

(f). REFERENCE NUMBERS: Please reference both the Purchase Order number (to be assigned) and the Obligation Number (to be assigned) on all correspondence and invoices. If contract option years are exercised, new obligation numbers will be issued and identified on the contract modification document.

(g). AUTHORIZATIONS:

(1). The Contracting Officer (CO) named in Section (a) above is responsible for the overall administration of this contract. Only the CO has the authority to make changes which affect:

(A). Contract prices, (B). Quality, (C). Quantities, or (D). Delivery terms and conditions.

(h). CONTRACT TIME PERIOD:

(1). TBD.

36C25522Q0057

Page 1 of

Statement of Work – Retreat Program Readjustment Counseling Service: Megabus Legislation Section 5104 Page 1 of

B.2 STATEMENT OF WORK

Johnny Isakson & David P. Roe, M.D.

Veterans Health Care and Benefits Improvement Act of 2020

Section 5104: Provision of Reintegration & Readjustment Services to Veterans & Family Members in Group Retreat Settings

INTRODUCTION:

The Department of Veterans Affairs (VA) Readjustment Counseling Service (RCS) is a community-based program of mental health counseling centers that provide a wide range of social and psychological services, including professional readjustment counseling to eligible Veterans, Active duty service members, including National Guard and Reserve components, and their Families. RCS is recognized as the first program to address the psychological and social sequela of combat and armed conflict related problems. Current law authorizing readjustment counseling is contained in title 38 U.S.C. § 1712A. Under 38 U.S.C. § 1712(e)(3), contracting authority for readjustment counseling and related mental health services is effective for any fiscal year only to the extent and amounts that are provided for in appropriations Acts.

The Johnny Isakson and David P. Roe, M.D. Veterans Health Care and Benefits Improvement Act of 2020 – Section 5104: Provision of Reintegration and Adjustment Services to Veterans and their Family members in Group Retreat Settings expands and makes permanent reintegration and readjustment services through group retreats offered to all Vet Center eligible individuals (from here on referred to as Clients) to include women Veterans only specific events.

Retreats may include readjustment skill building, financial counseling, employment resources, recreational activities, and other community resource information designed at supporting client goals, objectives, and needs. In each of fiscal years 2021 through 2025, the maximum number of individuals who receive integration and readjustment services through RCS sponsored retreats cannot exceed 1,200 individuals.

PURPOSE OF PROJECT:

To create a retreat program for eligible clients to augment readjustment counseling. This retreat program should provide an affirming and open forum for cohorts with a history of symptoms associated with Post-Traumatic Syndrome Disorder (PTSD) and other related trauma issues as a result of combat related trauma, military sexual trauma, and/or military service. This can include information and skill building related to reintegration of the individual into family, employment, and the community, financial counseling and/or education, occupational counseling, information and counseling on stress reduction, and information and counseling on conflict resolution. Contractor staffing should include a diverse CO-ED portfolio to meet the needs of a diverse group of participants which may include (Vietnam Veterans, Post 9/11 Veterans, Male Veterans, Women Veterans, etc.).

The retreat event program agenda should be structured to include the following:

Information and skill building related to Reintegration of the Individual into Family, Employment, and the Community Provide Group and individual skill building activities and information on re-integration into the client's family, employment, and community. The contractor will develop activities that encourage and enhance client participation that promotes group interaction in order to develop the skills required for reintegration.

Expected Outcome: Improved self-esteem, developing trusting relationships, and provide resources, tools, and skillset for typical participant's path to recovery and transition assistance

Financial Counseling and/or Education Provide individual activity that provides basic personal financial management skills (household budget management, debt management, credit management).

Expected Outcome: Provide financial management methods (budget templates, spending habits review, other points of resources and support) to establish a household budget, establish and maintain good credit, set savings goals, general debt counseling.

Occupational Counseling Provide group and individual activities that provide an assessment of occupational profile and skills of the participant. This can be accomplished by administering personality and/or occupational testing (Myers-Briggs or other testing to assist with occupational assessments). Expected Outcome: identification of client personality type/occupational skills to enhance participants' career development and career decision-making. Provide career intervention to assist with affirmation of modification of clients’ career direction.

Information and Counseling on Stress Reduction Group and individual activities that contribute stress management strategies to reduce and relieve stress resulting from combat experience and everyday activities (meditation or other relaxation techniques).

Expected Outcome: Identification of stress reduction techniques available that best fits participants need due to their physical state, time schedules and environment (example: diet, exercise, proper planning, etc.).

Information and Counseling on Conflict Resolution Group and individual activities that identify sources of conflict and the various methods of achieving conflict resolution (for example, peer mediation and spouse conflict resolution) based on typical sources of conflict for the women combat veteran.

Expected Outcome: Group and Individual exercises (not just conflict theory) that offer optimum working solutions for resolving conflict based the clients' typical sources of conflict.

SCOPE OF WORK:

Number and Length of Retreats The contractor will conduct at least six (6) and no more than twelve (12) retreat events to accommodate a maximum of twenty (20) clients for a four to six (4-6) day period; if funding is available, per each retreat event. Each event includes one day for travel to the retreat location and one day for return travel from the retreat location to the clients’ home. The total time for the actual retreat event should be no less than two (2) eight-hour days, and up to four (4) eight-hour days. At least one of these retreats will be focused on a cohort of women-only veterans.

Period of Retreat Event Completion Expectation The minimum of six (6) and maximum of twelve (12) retreats will be within RCS service area of (RCS Midwest District 3 which includes Montana, North Dakota, South Dakota, Nebraska, Kansas, Minnesota, Iowa, Missouri, Wisconsin, Illinois, Michigan, Indiana, and Ohio) in a cumulative period of one (1) year.

Retreat Event Locations & Facility Expectations Retreats should be held within geographic locations that accommodate potential participants from the District’s Vet Centers. The preferred retreat location settings should best accommodate seasonal variations for outside activity and be in various locations throughout the District to expand participation opportunities. The RCS District covered by this agreement includes the following: RCS (RCS Midwest District 3 which includes Montana, North Dakota, South Dakota, Nebraska, Kansas, Minnesota, Iowa, Missouri, Wisconsin, Illinois, Michigan, Indiana, and Ohio).

The retreat program should provide individual assistance and facilitate group activities for clients. The retreat activity setting expectation is to allow for bonding between clients. It is preferred that retreats are held outdoors as weather permits. Retreat activities should be quasi-facility focused. Retreat activities can include but are not limited to, hikes, rock-climbing, canoeing, backpacking, camping, etc. All selected retreat locations and activities should accommodate ADA clients.

Retreat Client Profile Participation in this event is strictly at the election of the client. RCS staff will work with the contractor on the list of clients for each event. RCS staff will provide early intervention and screen clients prior to nomination to attend the retreat. RCS will seek clients within their catchment area, however retreats will be open to other RCS Districts in order to ensure minimum capacity to facilitate retreats when needed. In the case that program client levels cannot be met from one specific district, RCS will work with the contractor to include clients from alternate districts throughout the country.

It is anticipated that a small percentage of clients may require adaptive equipment or assistance at some level for any kind of outdoor sport activities. Retreat clients are not likely to know other clients, as most will originate from different Vet Centers across the RCS District.

Participants will be Vet Center clients and already in counseling at their local Vet Center. RCS Staff will assess for suitability and work with clients to complete all necessary documentation in advance of the event.

RCS staff will contact each client prior to the event to provide additional information, address any questions and/or concerns, process/prepare for this new, unknown experience and plan for post-event engagement.

RCS will offer post-counseling services to retreat participants upon completion of events through the clients’ local Vet Center.

RESPONSIBILITIES OF THE CONTRACTOR

Develop and present appropriate program/plans for 4-day events, 5-day events and 6-day events (this timeframe includes client travel to and from the client’s home to the retreat location) that will facilitate individual and/or group retreat activities. Include information about all program materials, ensuring availability of necessary office, supplies and equipment to execute the program.

RCS will have the option to select the appropriate program/plan (4-day, 5-day, and 6-day events) and then have the contractor conduct a minimum of six (6) and a maximum of twelve (12) retreat events to accommodate a maximum of twenty (20) clients for a 4-6-day period; if funding is available, per each retreat event.

A minimum of three different locations will be required for the duration of the agreement. Beginning in the second year of this agreement, additional locations may be explored and suggested for RCS consideration and approval. All locations proven successful may be used in following years of this agreement. Successful events will be determined by RCS in partnership with the Contracting Officer Representative (COR) and participant feedback.

The contractor will handle all arrangements to conduct the retreat in coordination with the COR and RCS staff. The contractor will provide Mental Health First Aid staff to participate and conduct observations of the event proceedings or to support as requested by other contractor staff. The contractor will develop appropriate team building activities that will establish client trust and enable the client to build on those relationships and activities. The contractor will provide group and/or individual activities (in a group setting) that emphases and supports the key objectives of the retreat.

The contractor will be responsible for the lodging, meals, and materials costs for the twenty (20) clients. The air travel average for participants should not exceed an average of an 1800-mile radius each way. It is possible that 5% of the West Coast participants may originate from Guam, Hawaii, and the America Samoa. It is also possible that 10% of the East Coast outdoor Retreat participants could originate from Puerto Rico or Virgin Islands territories. There will be no attendees from the Philippines region.

Airline tickets/fares will not be included in the fixed price of the recreational experience. As part of the recreational experience (and included in the price of the recreational experience) the contractor will provide booking services required to reserve commercial transportation for those attendees identified by the COR as requiring those services. The actual transportation charge will be paid by the contractor and will be reimbursed upon submission of an itemized invoice that identifies the attendee and price of the transportation provided. No additional fees for administration or booking will be allowed or reimbursed

Contractor will arrange for client travel from the client’s home to the retreat location and will arrange for return travel from the retreat location to the client’s home. This will promote a safe environment for the clients as they depart the plane and assurance that there will be someone there to meet them and carry them safely to their retreat location. All transportation should be ADA compliant.

Computer/phone access for clients for activities will depend on contractor’s planned program activities. However, the contractor will assure that a communication method is available (phone or internet access) if the site is extremely remote.

The contractor will provide all housing for each event and three daily meals (noon meal could be a box lunch) during each full day of the event. Also, the contractor will provide a noon meal and/or evening meal on the first day for clients arriving at the retreat facility. The contractor will provide breakfast on the last day of the event prior to taking clients to the airport, which can be a continental style with hot and/or cold foods:

• Day 1 – Lunch and Dinner.

• Day 2 – Breakfast, Lunch and Dinner.

• Day 3 – Breakfast, Lunch and Dinner.

• Day 4 – Breakfast.

The contractor will provide all training materials, equipment and staff required to provide each retreat.

Contractor will provide necessary assistance for clients who may require adaptive equipment or assistance at some level for the planned retreat activities.

Lodging will accommodate handicapped participants. A computer terminal will be available for research or other access as needed.

Contractor will provide RCS and COR with a detailed plan to include location and schedule of activities no later than 100 days prior to each retreat.

The contractor will have appropriate accreditations to minimize risk factor and assure optimum quality and delivery performance. The contractor possesses experience and sufficient certification in conducting activities with veteran populations. It is recommended that a diverse CO-ED staff are available on-site during the retreats.

The Contractor and/or the retreat location will have staff with a Wilderness Certification for First Responder and/or CPR and First Aid Certification to support the activities and number of participants.

The contractor and/or the retreat location staff have a widely-accepted professional certification(s) or accreditation for providing the type of retreat program, for example, the Accreditation Council of the Association of Experiential Education (AEE) and/or the American Camping Association Certification (ACA), Conference Retreat Center Accreditation, International Association of Conference Center Administrators, etc.

Contractor will develop, conduct, and provide VA/RCS results of a Participant Evaluation Assessment; to include symptom reduction and customer satisfaction survey results for retreat participants both on a qualitative and quantitative measurement level as indicated in the Quality Assurance Surveillance Plan (QASP).

Contractors will meet the requirements of the Quality Assurance Surveillance Plan (QASP) and comply with the reporting as required to obtain an acceptable rating on their performance.

The contractor will be bound by all the same federal privacy laws as the Department of Veterans Affairs (VA) and shall maintain no records containing Veterans’ personal identification information.

RESPONSIBILITIES OF RCS (VA)

RCS staff counselors are veterans with combat experience. RCS clinical staff will function as participants/observers to monitor the clients and provide individual and/or group counseling as needed to assist the clients in having a successful retreat experience.

RCS staff will provide 24hr support for clients emotional needs at any time necessary during the retreat.

There should be computer/phone access for RCS staff for communications with the COTR and various Vet Centers if needed for consultation purposes. RCS staff will have government cell phones and a government laptop available to them.

RCS staff will arrange and absorb the expense for their entire own transportation requirements.

RCS counseling staff will participate/observe and provide intervention when needed to support the successful execution and completion of the retreat.

The Contracting Officer’s Representative (COR) will provide an approved list of clients to the contractor a minimum of 60 days prior to each Retreat and will make every effort to provide it as soon as feasible.

RCS Staff will assess for suitability and work with clients to complete all necessary documentation in advance of the event.

RCS staff will contact each client prior to the event to provide additional information, address any questions and/or concerns, process/prepare for this new, unknown experience and plan for post-event engagement.

RCS will offer post-counseling services to retreat participants upon completion of events through the clients local Vet Center.

CONTRACTOR DELIVERABLES

1. Develop and present appropriate program/plans for 4-day events, 5-day events and 6-day events (this timeframe includes client travel to and from the client’s home to the retreat location) that will facilitate individual and/or group retreat activities. Include information about all program materials, ensuring availability of necessary office, supplies and equipment to execute the program.

2. RCS will have the option to select the appropriate program/plan (4-day, 5-day, and 6-day events) and then have the contractor conduct a minimum of six (6) and a maximum of twelve (12) retreat events to accommodate a maximum of twenty (20) clients for a 4-6-day period; if funding is available, per each retreat event.

3. Each event includes one day for travel to the retreat location and one day for return travel from the retreat location to the clients’ home. The total time for the actual retreat event should be no less than two (2) and no more than four (4) eight-hour days.

4. At least one of these retreats will be focused on a cohort of women-only veterans. Successful status will be determined jointly by the COR, RCS staff, and participant feedback.

5. The Contractor may offer more than three locations to fit the requirement to allow for better selection opportunities, but this is not required.

6. Contractor will arrange for client travel from the client’s home to the retreat location and will arrange for return travel from the retreat location to the client’s home. This will promote a safe environment for the clients as they depart the plane and assurance that there will be someone there to meet them and carry them safely to their retreat location. All transportation should be ADA compliant.

7. The contractor will provide all housing for each event and three daily meals (noon meal could be a box lunch) during each eight-hour program day. Also, the contractor will provide a noon meal and/or evening meal on the first day for clients arriving at the retreat facility. The contractor will provide breakfast on the last day of the event prior to taking clients to the airport, which can be a continental style with hot and/or cold foods.

8. The contractor shall provide all training materials, equipment and staff required to provide each retreat.

9. Develop, conduct, and provide VA/RCS results of a Participant Evaluation Assessment; to include symptom reduction and customer satisfaction survey results for retreat clients both on a qualitative and quantitative measurement level based on the proposed program agenda.

Confidentiality and Nondisclosure: As a VA business associate, the contractor shall be bound by all the same federal privacy laws and policies as VA and RCS. For the purpose of implementing this contract, the contractor shall maintain no records containing client’s personally identifying information.

VHA Supplemental Contract Requirements for Combatting COVID-19

1. Contractor employees who work in or travel to VHA locations must comply with the following:

a. Documentation requirements:

1) If fully vaccinated, contractors shall show proof of vaccination.

i. 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, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

2. 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 COVID-19 Screening Tool. Check regularly for updates.

a. Contractor employees who work away from VA locations, but who will have direct 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, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

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

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

Midwest Disctrict 3 Readjustment Counseling Services Contract Period: Base POP Begin:

POP End:

PRINCIPAL NAICS CODE: 721214 - Recreational and Vacation Camps (except Campgrounds) PRODUCT/SERVICE CODE: G003 - Social - Recreational

0001AA

Retreat Event

POP Begin:

POP End:

0001AB

Participants

POP Begin:

POP End:

Midwest District 3 Readjustment Counseling Services Contract Period: Base POP Begin:

POP End:

0002AA

Retreat Event

POP Begin:

POP End:

0002AB

Participants

POP Begin:

POP End:

Midwest District 3 Readjustment Counseling Services Contract Period: Base POP Begin:

POP End:

0003AA

Retreat Event

POP Begin:

POP End:

0003AB

Participants

POP Begin:

POP End:

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 52.252-2 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 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

(End of Clause)

C.4 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.5 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.