36C25918R0568-001.docx

36C25918R0568

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

VA259-18-AP-7093

703-18-3-4001-0019 36C25918R0568 06-22-2018 Mary Good 303 712 5728 07-27-2018

3:00PM MST

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X X 721214 $7.5 Million X N/A X Department of Veteran Affairs Continental District 4 Readjustment Counseling Service 789 Sherman St. Suite 570 Denver CO 80203 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

SUBMITTED ELECTRONICALLY

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page The contractor shall provide outdoor experience events conducive to building trust and developing peer support for All Era Veterans in accordance with the Statement of work.

Period of performance is August 20, 2018 - August 19, 2019 The deadline for questions wi ll be 10:00 AM MST on Wednesday July 11 th , 2018. Proposals must be submitted by 3:00 PM MST On Friday July 27 th , 2018.

See CONTINUATION Page X X Pamela A. Barnes Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(Continuation from Standard Form 1449, block 18A.)

B.1.1. Contract Administration: All contract administration matters will be handled by the following individuals:

B.1.1.1. CONTRACTOR: Please Fill In Information Below:

Name:

B.1.1.2. GOVERNMENT: Mary E. Good, Contracting Specialist Department of Veterans Affairs Rocky Mountain Network NCO 19 Contracting 6162 S. Willow Drive, Suite 300 Greenwood Village, CO 80111 Telephone: 303-712-5721

FAX: 303-712-5850

E-mail: Mary.Good2@va.gov NCO19Service1@va.gov

B.1.2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

B.1.3. GOVERNMENT INVOICE ADDRESS: Invoices shall be submitted in arrears:

c. Other [X] MONTHLY IN ARREARS B.1.4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted electronically to the VA Financial Services Center for payment processing, free of charge. For any questions about the e-invoicing program, please contact the FSC at the phone number or email address listed below:

1. OB10/Tungsten e-Invoice Setup Information: (877) 752-0900

1. OB10/Tungsten e-Invoice email: USClientServices@ob10.com

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

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

1. The following two codes will be required when creating a vendor profile in OB10:

OB10 Buyer Number AAA544240062 Promo Code: VAPC7Y18 B.1.5. DUNS NUMBER: Please provide the Dun and Bradstreet Number assigned to your firm in the space provided:

B.1.6. TAX IDENTIFICATION NUMBER: Please provide the tax identification number to be utilized for this contract:

B.1.7. PERIOD OF PERFORMANCE: Services required herein shall be for the following time period:

Base Year: 8/20/2018 – 8/19/2019

B.2 STATEMENT OF WORK

Outdoor Experiences for Veterans Continuum of Care

Definitions:

AEV – All Era Veterans COR – Contracting Officer’s Representative, Department of Veterans Affairs RCS-Readjustment Counseling Services, Department of Veterans Affairs (Vet Center Staff) DOVA – Department of Veterans Affairs PL – Public Law ADA – Americans with Disabilities Act OUTDOOR EXPERIENCE SETTING – An all-inclusive setting (with lodging, dining, and outside meeting area conducive to individual or group counseling and educational activities outside the mainstream of commercial and urban settings.

HISTORY

The Vet Center Program is recognized as the first program to address the psychological and social sequela of combat and armed conflict related problems. Before the official recognition of Post-Traumatic Stress Disorder (PTSD) by the American Psychiatric Association in 1980, the Vet Center Program set the course for leading the Department of Veterans Affairs (DOVA) recognition and treatment of war-related PTSD. Authority for Readjustment Counseling to Vietnam Veterans originated from Public Law 96-22 and subsequent legislation amends readjustment counseling services. Current law authorizing readjustment counseling is contained in title 38 U.S.C. § 1712A. Under 38 U.S.C. § 1712A(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.

PRIMARY OBJECTIVE

Provide outdoor experience events conducive to building trust and developing peer support for All Era Veterans (AEV) as a continuum of care to treat combat related injuries, including those related to behavioral health. These outdoor experiences should provide an affirming and open forum for veterans with a history of (Post-Traumatic Syndrome Disorder) PTSD and other related trauma issues resulting from combat tour duty or any other Vet Center service eligible veteran issues. The outdoor experience event should assist in the recovery of personal and interpersonal confidence, self-esteem, and trust building relationships as it relates to their re-integration into their community and family with focus on continuum of care.

NUMBER AND LENGTH OF OUTDOOR EXPERIENCE EVENTS

The contractor shall conduct a minimum of six (6) outdoor experience events to accommodate a maximum of twenty (20) participants and two Readjustment Counseling Services (RCS) Therapists for a four (4) day period, per each outdoor experience event. This four-day period per event includes one day for airport travel and/or travel to the outdoor experience location and one day for return travel from the outdoor event location to the participants’ home airport or designated drop off location. The total time for the actual outdoor experience event should be two (2) eight-hour days.

PERIOD OF PERFORMANCE AND OUTDOOR EXPERIENCE EVENT COMPLETION EXPECTATION

There will be six (6) outdoor experiences in as many different locations within RCS service area of the Continental District 4 – (Montana, Wyoming, Colorado, Utah, Oklahoma, Texas, Louisiana, Arkansas, Mississippi) in a cumulative period of one (1) year.

OUTDOOR EXPERIENCE EVENT LOCATIONS AND FACILITY EXPECTATIONS

The six (6) outdoor experience events should be held within the Continental District 4 – (Montana, Wyoming, Colorado, Utah, Oklahoma, Texas, Louisiana, Arkansas, Mississippi) geographic locations to accommodate potential participants from the various District vet centers. The preferred outdoor experience event location settings should best accommodate seasonal variations for outside activity.

The outdoor experience event is quasi-facility based; outdoor sports activities (hikes, rock-climbing, canoeing, backpacking, camping, etc.) should be woven into the program to facilitate group and individual assistance with the transitional recovery efforts for participants. The selected outdoor experience event locations and activities should accommodate ADA participants. The outdoor experience activity setting expectation is to conduct the program events in an outdoor setting to allow for bonding between participants and to further the recovery process of the participants.

It is preferred that the outdoor experience event be held outdoors as weather permits.

OUTDOOR EXPERIENCE PARTICIPANT PROFILE

Participation in this event is strictly at the election of the veteran. The RCS staff will work with the contractor on the list of participants for each event. RCS staff will provide early intervention and screen participants prior to nomination to attend the outdoor experience. Participants should be from the same geographic area but this cannot be guaranteed.

It is anticipated that 90-95 % of outdoor experience participants will be physically 100% functional but it is expected that a small percentage may require adaptive equipment or assistance at some level for outdoor sport activities.

The outdoor experience participants will be sourced from each general geographic area bordering the outdoor experience location. Outdoor experience participants will not know other outdoor experience participants, as most participants will not originate from the same Vet Centers, but from different Vet Centers across that geographic area.

Some participants will generally be vet center clients and already in counseling at their local Vet Center or DOVA medical facilities. They would not be obtaining counseling outside the DOVA setting. Other participants may not have attended any formal professional counseling. Therefore, the RCS staff will be key to the current state of recovery for each outdoor experience participant.

The RCS staff will contact each participant before the trip to help rest their fears of leaving their safe place and embarking on an unknown journey with people they may have never met before (within the veteran community and outside the veteran community). Many of the participants have not socialized with anyone since they returned from the war.

Regarding post counseling needs for outdoor experience participants, the DOVA will offer this to participants, as determined appropriate and necessary by the RCS staff through the veteran’s assigned Vet Center.

OUTDOOR EXPERIENCE EVENT PROGRAM

The outdoor experience events agenda should be structured to provide participants the opportunity to learn about themselves through stimulating individual or group outdoor event experiences. Individuals learn how to travel comfortably and safely in the outdoors and experience outdoor activities.

The outdoor experiences will provide an educational environment that allows participants to develop a personal awareness and respect for the natural world. Outdoor experience may include ropes courses, zip-lines, hikes, rock-climbing, canoeing, backpacking, camping, archery, equine events, kayaking, jet skiing, water sports, boating, etc..., but the outdoor experiences provided is not limited to the previously listed events.

Expected Outcomes: Improved self-esteem, developing trusting relationships, and provide resources and tools for typical participant’s path in the continuum of care. Participants experience should lead to the development of

· greater self confidence

· respect for self and others

· mutual trust

· a sense of personal and group accomplishment

· a sense of personal and group responsibility

· a sense of the self as part of a larger whole in the natural world Ideally, the outdoor experience hosts and/or outdoor experience location staff should be subject matter experts. It is preferred that the majority of your staff facilitators have some experience working with returning combat veterans and/or vet center client population.

RESPONSIBILITIES OF THE CONTRACTOR

Develop and present an appropriate four (4) day program/plan (this timeframe includes participant travel to and from the airport and/or other direct travel means) that will facilitate individual and group activities to enhance readjustment from the military to civilian life and continuum of care. Include information about all program materials, ensuring availability of necessary office and outdoor supplies and equipment to execute the program.

Recommend and select a minimum of three different outdoor experience event locations for the first year. The second year’s locations can be the same locations if the outdoor experience events are proven successful in those locations. Successful status will be determined jointly by the COR (Contracting Officer Representative), RCS staff, and the participants’ feedback. More than three locations may be suggested to fit the requirement to allow for better selection opportunities.

The contractor shall conduct the outdoor experience event but will work with the RCS staff on the outdoor experience planning activities. The contractor shall handle all arrangements to conduct the three outdoor experience events in coordination with the COR, Vet Centers, and RCS staff.

The RCS staff with the DOVA will be available for individual small group and group counseling as needed as determined by their observations of the event proceedings or by request of the contractor staff. The contractor shall develop appropriate team building activities that will establish participant trust and enable the RCS staff to build on those relationships and activities.

The contractor shall provide group and/or individual activities (in a group setting) that emphases and supports the key objectives of continuum of care to treat combat related injuries, including those related to behavioral health.

The contractor shall be responsible for the lodging, meals and materials costs for the twenty (20) participants and the lodging and meals on site for the two (2) RCS staff. 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 experience participants could originate from Puerto Rico or Virgin Islands territories. There will be no attendees from the Philippines region.

The contractor shall be responsible for the transportation costs of the twenty (20) participants from their hometown airport to the outdoor experience site and the return trip from the outdoor experience facility to the airport. They are responsible for providing the appropriate RCS staff with information on the contact names of the outdoor experience facilitators or third-party transport personnel. This will promote a safe environment for the participants as they depart the plane and assurance that there will be someone there to meet them and carry them safely to their outdoor experience location. Transportation should be ADA compliant.

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

The contractor shall provide all housing for each event and three daily meals (noon meal could be a box lunch) during the two (2) days; eight-hour program.

Also, the contractor shall provide a noon meal and/or evening meal on the first day of the event at the outdoor experience facility after all participants and RCS Staff that have arrived. The contractor should provide breakfast on the last day of the event prior to taking participants to the airport, which can be a continental style with hot and/or cold foods.

They shall provide all training materials, equipment and staff required to provide each outdoor experience event.

Some percentage of participants may require adaptive equipment or assistance at some level for the planned outdoor sports activities.

Lodging shall accommodate handicapped participants. Some computer terminals should be available for research or other access as needed.

Logistical support includes veterans’ transportation to and from their nearest airport and should accommodate handicapped participants. It is anticipated that there will be an average of an 1800-mile maximum radius for participants in these events.

Regarding the four (4) days of activities, Day One would consist of travel from the airport and organization of the participants. The next two (2) days would consist of eight hours of program activities per day. The last Day (Day four) would consist of close-out activities and transportation back to the airport.

The contractor shall provide housing, meals, and support for the accompanying two (2) RCS staff, which consists of at least one licensed counselor with appropriate individual and group counseling facilities to be used during the outdoor experience as circumstances and weather dictate.

Group counseling facilities must accommodate up to 22 individuals and one room should be available to allow for RCS staff to perform individual counseling if needed.

Provide the RCS and COR with a detailed plan to include location and schedule of activities 100 days prior to each outdoor experience event.

Upon receipt of participant list from RCS, contractor shall arrange appropriate travel for approval by the COR at least 60 days prior to the event.

Staff and/or the location staff shall have sufficient certification and experience to conduct outdoor activities with this specific outdoor experience population. It is preferred that contractor’s staff have experience with veteran trauma to assure a nurturing environment setting.

It is preferred that there be at least one staff member at each outdoor experience. The contractor shall have appropriate accreditations to minimize risk factor and assure optimum quality and delivery performance.

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

It is preferred that the contractor and/or the outdoor experience location staff have a widely-accepted professional certification(s) or accreditation for providing the type of outdoor experience 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.

Provide and conduct a Participant Evaluation Assessment in order to conduct satisfaction survey for outdoor experience participants both on a qualitative and quantitative measurement level as indicated in the Quality Assurance Surveillance Plan (QASP) (Attachment A).

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

The contractor shall be bound by all the same federal privacy laws as the DOVA and shall maintain no records containing Veterans’ personal identification information.

RESPONSIBILITIES OF THE RCS (DOV)

The RCS staff counselors have experience with counseling combat-experienced veterans and may be veterans themselves. The RCS clinical staff will function as participants/observers to monitor the participants and provide individual and/or group counseling as needed to assist the participants in having a successful outdoor experience.

RCS staff will support participants with their emotional needs on a 24/7 need if required during the outdoor experience.

The DOVA will assist in arranging for participant travel from the veteran’s residence or vet center to the airport and will assist in arranging for the return travel from their home airport to their residence.

The participants/or local vet center will provide transportation from participants’ home or veteran center to and from their home airport.

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

The COR will provide a list of participants to the contractor a minimum of 60 days prior to each outdoor experience event and will make every effort to provide it as soon as feasible RCS counseling staff will arrange travel via CONCUR and ensure the expense for their entire transportation requirements is properly reported.

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

Contractor Deliverables 1: Develop and provide a detailed appropriate four (4) day program agenda (include participant travel to and from airports for the total four-day event) that best addresses the outdoor experience for AEV continuum of care to treat combat related injuries, including those related to behavioral health. The program should facilitate individual and group activities to enhance readjustment from military to civilian life with focus on continuum of care. Provide information regarding inclusive program materials, availability of office support, outdoor supplies and equipment to execute the program.

2: Recommend and provide a description of a minimum of three different outdoor experience locations for the year of performance (include amenities of outdoor experience locations) six (6) events within the RCS Continental District 4 service area. Successful status will be determined jointly by the COR, RCS staff, and participant feedback.

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

3: Transportation costs from the participant’s home airport to the designated closest outdoor experience location airport AND to the outdoor experience facility and return travel from the outdoor experience facility to the participant’s local airport.

4: Lodging, meals, all outdoor experience activity costs for all participants for all three events per year as described in the SOW.

5: Develop, conduct, and provide results of a Participant Evaluation Assessment to provide the DOVA a customer satisfaction survey results for outdoor experience participants both on a qualitative and quantitative measurement level based on the proposed program agenda.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Unit Price = Average Cost per trip

GRAND TOTAL

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 30 September 2018. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond 30 September 2018, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.3 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/ http://farsite.hill.af.mil/ (End of Clause)

JAN 2008

C.4 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes FAR 52.219-14 Limitations on Subcontracting. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

C.5 SUBCONTRACTING COMMITMENTS--MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, and VAAR 852.215-71, Evaluation Factor Commitments. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor compliance with the subcontracting commitments.

C.6 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to…