36C25920Q0494_2.docx

36C25920Q0494

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. 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

36C25920Q0494 10-08-2020 Gabrielle Hawkins 303-712-5719 -2020 10:00 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X X 624190 $12 Million N/A X 36C554 Department of Veterans Affairs Rocky Mountain Regional VAMC 1700 North Wheeling Drive Aurora CO 80045 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 Contractor shall provide Employee Assistance Program services for the Rocky Mountain Regional VAMC in accordance with the statement of work.

See CONTINUATION Page X X X Mary Emily Good Contracting Officer 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:

Please fill in information below:

B.1.1.1. CONTRACTOR: Name

B.1.1.2. GOVERNMENT: Gabrielle Hawkins, Contracting Specialist Department of Veterans Affairs Rocky Mountain Network

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village, CO 80111 Telephone: 303-712-5719

FAX: 303-712-5800

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. TUNGSTEN e-Invoice Setup Information: (877) 752-0900

1. 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 TUNGSTEN:

· TUNGSTEN 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: December 1, 2020 through November 30, 2021 Option Year 1: December 1, 2021 through November 30, 2022 Option Year 2: December 1, 2022 through November 30, 2023 Option Year 3: December 1, 2023 through November 30, 2024 Option Year 4: December 1, 2024 through November 30, 2025 36C25920Q0494

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B.2 PERFORMANCE WORK STATEMENT – EMPLOYEE ASSISTANCE PROGRAM (EAP)

GENERAL: The Eastern Colorado Health Care System (ECHCS), located in Aurora, Colorado, has a requirement for a responsible vendor to provide appropriate programs and services, related to treatment and interventions of alcohol, drug, mental, emotional, family, financial or other personal problems of employees and family members of employees, when authorized, which adversely impact job performance and/or the work unit at ECHCS. These services shall be provided by an independent, local counseling service. Costs of these services will be paid by the Eastern Colorado Health Care System (ECHCS) to the extent of services to be provided as stated herein. Costs of additional counseling services will be paid by employees or their health insurance providers. Referrals to this program for employees and/or eligible family members may be by self-referral or by any supervisor of the employee at ECHCS. This program shall also provide guidance and training for supervisors to effectively address performance and/or conduct problems with respect to services to be provided under this Performance Work Statement (PWS). Employees found to be using illegal drugs will be referred to the EAP for assessment, and for counseling and referral to treatment or rehabilitation, as appropriate. Employees who wish to seek assistance voluntarily may do so through existing program arrangements at their facility or through the employee’s servicing human resources management office.

BACKGROUND: The Employee Assistance Program (EAP) has been made available for all current ECHCS employees and their immediate family members at no additional cost. This program serves employees who are experiencing personal problems that may be affecting their job performance, attendance, or conduct. EAP counselors provide assessment, referral, and short-term counseling services to employees with family or marital difficulties, alcohol or drug dependency, financial, mental, emotional, or other problems which affect their work performance at ECHCS.

Objective of the Employee Assistance Program (EAP):

The contractor shall independently provide support services to satisfy the overall operational objectives of the ECHCS as provided in this PWS. The contractor shall provide access to appropriate prevention, treatment and rehabilitation programs and services for employees of the ECHCS, with alcohol, drug, mental, emotional, family, or other personal problems which adversely affect job performance, and to provide guidance for supervisors to effectively handle problems of employees, which adversely affect job performance.

The period of performance of the proposed contract will be for one (1) base year and four

(4) one-year government option periods.

The ECHCS system includes the following locations: Rocky Mountain Regional VAMC, Aurora, Golden CBOC, Community Resource and Referral Centers(CRRC), Denver, Valor Point Domiciliary, Lakewood, Denver CBOC, Denver, Colorado; Veterans Integrated Service Network (VISN) 19 Office, Denver, Colorado; Aurora CBOC; Burlington CBOC, Pueblo Nursing Home; Alamosa CBOC; Colorado Springs CBOC; La Junta CBOC, Pueblo CBOC; Golden CBOC; Jewell Clinic, Fitzsimmons Campus; and support offices located in Salida, La Junta, Las Animas, and Pueblo, all in Colorado.

Policies: The ECHCS, as an employer, recognizes mental and emotional disorders, alcoholism and drug abuse as treatable health conditions.

The program will be available to all employees and immediate family members who choose to subscribe to the program.

All records and discussions of personal problems will be kept confidential and will not jeopardize an employee’s job security, promotional opportunities, or reputation. All individual records shall be kept by the contractor and shall not be forwarded to any person without the written consent of the employee. Statistical data provided to the ECHCS hereunder shall be compiled in such a way that the identity of individual employees cannot be ascertained. In the event that it is impossible to provide statistical data and still protect the identity of an employee, protection of the employee’s identity shall take precedence.

Since problems at home may affect job performance, coverage under this PWS will be extended to members of the employee’s families when authorized by the employee’s immediate supervisor. Coverage of family members is appropriate when the family member has a problem that is connected with the employee’s alcohol or drug abuse, or when the employee has a personal problem that may be helped by the contractor seeing the family member, or when the personal problems of the family member is affecting the employee’s ability to function on the job.

Supervisors may use the program to refer employees to the program or to obtain guidance when personal problems of subordinate staff and employees cause unsatisfactory job performance. It is the intent of the program to provide for intervention only when problems affect job performance or reflect discredit to the ECHCS.

These policies do not alter nor replace any existing administrative policies or contractual agreement of ECHCS but are intended to assist the ECHCS in carrying out existing policies.

Program Requirements: The contract is expected to provide, at a minimum, the following services:

Diagnostics Services, to include up to 6 visits per presenting problem for evaluation, assessment, and initial counseling, shall be directed toward identifying and assessing the complexity of personal problems which may affect job performance.

Counselors shall be located no more than 15 miles from the employee’s primary work site. The contractor shall provide services of the type herein described to employees and their immediate families during normal duty hours.

Normal duty hours shall mean 8:00 a.m. through 5:00 p.m., Mountain Time, Monday through Friday, excluding recognized Federal holidays.

Federal holidays: The Government and ECHCS recognize and observe the following Federal holidays:

Christmas Day

Any other day designated by the President of the United States or Congress to be a Federal holiday.

The contractor shall provide a 24 hours toll-free line where callers can speak immediately to a counselor of the contractor or provide an appropriate list of telephone numbers to each ECHCS employee to agencies who can provide counseling services.

Referral services, to include motivational counseling and referral to competent care and follow up services, directed toward appropriate community resources, shall be made by the contractor at the end of services to the employee as defined within this PWS, and within the employee’s means, for employees and authorized family members whose problems warrant additional treatment.

Ongoing contractor-employee conferences will be held during the employee’s treatment program to evaluate the effectiveness of treatment, problems encountered, and changes considered necessary. And, at a minimum, the contractor shall perform a follow-up with the employee between thirty (30) and ninety (90) days after the employee’s completion of the program.

Management consultation services, to include telephone consultation for the purpose of assisting supervisors to determine and implement a course of action for dealing with an employee with performance problems that may be connected with mental, emotional, drug, alcohol, or personal problems, within the scope of this contract, shall be initiated by any supervisor. When a supervisor requests a consultation, the contractor shall respond to the manager during normal duty hours as soon as possible, within 24 hours after the next succeeding normal duty day.

Training, orientation, and promotional material shall include at least the following:

Introductory information by letters, brochures, or newsletters, and quarterly thereafter, information highlighting EAP topics of employee interest. The information shall include, but not be limited to, how to obtain EAP services, what services are available, and who are covered under the program. Material shall emphasize the confidential nature of the EAP program.

An EAP website that can be accessed at home or work so employees have another avenue to find information about EAP and seek topics of interest.

The contractor shall provide at least two (2) employee orientation sessions each year from and after the date of award of this contract. Orientation sessions for employees shall be held at the ECHCS, and shall include, but not be limited to, how to obtain EAP services, what services are available and for whom and other subjects of general interest regarding the Employee Assistance Program. The orientation shall emphasize the confidential nature of the EAP program. Dates and times of each session will be arranged between the contractor and the Contracting Officer’s Representative (COR).

The contractor shall provide at least one (1) orientation session for managers, supervisors, and any others designated by ECHCS each year from and after the date of award of this contract. This orientation session for supervisors shall be held at the ECHCS. Topics shall include, but not be limited to, the following: availability of advice and consultation for supervisors, basic distinction between supervision and counseling, general principles of crisis management, need for supervisors to emphasize privacy and confidentiality, voluntary vs. involuntary referral (alternative to administrative adverse action), methods of reporting breakdown or adequacy or continuity of treatment, basic concepts of mental health, illness, alcoholism and substance abuse, treatment methods, and diagnosis. Dates and times of each session will be arranged between the contractor and the Contracting Officer’s Representative (COR) or VA Facility Point of Contact (POC).

The Government reserves the right of final review and approval of all informational materials to be distributed to employees and supervisors by the contractor.

The contractor shall provide at least six (6) one-hour seminars per year for ECHCS employees in Denver.

The contractor shall provide at least six (6) one-hour seminars per year for ECHCS employees stationed or located at Southern Colorado facilities. The exact location of each such seminar shall be arranged between the contractor and the COR at least six (6) weeks prior to any such seminar.

The contractor shall provide a training DVD, approximately 30 minutes long, shall be provided to the COR for distribution to the ECHCS for distribution therein, as determined by ECHCS. Copyrights to the DVD must be released to the ECHCS to allow uploading the contents of the DVD onto facility websites. The DVD shall include, but not be limited to, the following topics: availability of advice and consultation for supervisors, basic distinction between supervision and counseling, general principals of crisis management, the need for supervisors to emphasize privacy and confidentiality, voluntary vs. involuntary referral (alternative to administrative adverse action), methods of reporting breakdown or adequacy or continuity of treatment, basic concepts of mental health, illness, alcoholism and substance abuse, treatment methods, and diagnosis. The DVD shall be submitted for approval within sixty (60) days of the date of award of the contract and in final form within ninety (90) days after the date of award of contract.

The contractor shall provide an employee orientation DVD, approximately 15 minutes long, shall be provided to the COR for distribution to the ECHCS for distribution therein, as determined by ECHCS. The DVD shall include, but not be limited to, how to obtain EAP services, what services are available and for whom. The DVD shall emphasize the confidential nature of the EAP program. The DVD shall be submitted for approval within sixty (60) days of the date of award of the contract and in final form within ninety (90) days after the date of award of contract.

Statistical Reporting. Quarterly, within thirty (30) days after the end of each Government fiscal quarter, the contractor shall provide a summary status report and individual status reports on all active cases, cases dropped, and cases resolved. No names of employees will be included in this report, only the types and numbers of cases, as described below.

The quarterly report shall include numbers for each of the categories: alcohol, other drugs, emotional, psychological/psychiatric, marital, other family, financial, legal, smoking, weight, and such other categories approved by the Government.

The information shall be classified as followed:

Number of self-initiated (voluntary) referrals;

Number of management initiated (involuntary) referrals;

Number of referrals as a result of drug testing;

Number helped (restoration of job performance);

Number not helped;

Number for whom it is too soon to tell;

Total number of new or re-opened cases; and Utilization rate (annualized in quarterly reports).

In order to reduce the possibility (or perception by employees of the possibility) that information extracted from statistical data could be used to identify employees, data provided by the contractor will be limited to the above data elements.

An average year will consist of the following estimated service amounts:

Diagnostic services and employee sessions

350-520 INDIVIDUALS

Employee Seminars in Southern Colorado

Additional Services:

The following additional services shall be provided if requested by the government on a fee for service basis. Every request for additional services shall be provided to the contractor by the COR, in writing, giving the contractor sufficient time to respond to the request and provide costs to the Government for any such requested services.

Critical incident (trauma) intervention for groups or counseling for groups or individuals after a critical or traumatic incident.

Training/orientation not otherwise provided under this SOW, such as additional sessions.

Cost to be shown for each on cost sheet, listed as trauma intervention and/or additional training.

Program Assessment:

1. The contractor shall provide an assessment plan to assess employees’ and supervisors’ perception and utilization of the Employee Assistance Program. The plan shall be provided to the COR/POC for approval before implementation. The plan shall be submitted to the COR/POC within six months after the date of award of the contract and implemented by the contractor within thirty (30) days after the plan has been approved by ECHCS. The plan can be implemented earlier if approved by the government. At a minimum the assessment shall include the following:

A method of surveying program users, including employees, family members and supervisors about their experiences and overall satisfaction with the services provided by the contractor (survey shall preserve the anonymity of the users from the government).

A balance summary of employee and supervisor comments (without identifying employees) about experience with the program.

A summary of activities, including statistics of program utilization and the education and outreach activities carried out by the contractor.

Major problems and/or obstacles encountered and how these were resolved or dealt with or recommendations about the resolution of such problems or obstacles.

Major successes of the program.

An executive summary of the findings, of not more than three (3) pages.

The contractor should review and update the program assessment plan with the COR/POC annually after the first assessment date.

Administrative Capability:

1. The contractor shall administer/manage program staff, respond to and maintain compliance with applicable regulations, rules and policies; provide efficient and effective liaison with the COR/POC, and assess established health insurer’s programs or services of other social service agencies for referral potential.

Licenses and Qualifications:

All personnel under this contract shall be employees or subcontractors of the contractor, who shall be responsible for validation of their qualifications to perform the services herein described.

The contractor employees/subcontractors shall have demonstrated ability to work in an industrial/business setting, and to advise supervisors and managers on dealing with troubled employees and, at a minimum, shall possess the following qualifications:

A graduate of a master’s degree program in the individual’s professionally recognized field.

The individual shall be a professionally trained psychologist, social worker, psychiatric nurse, psychiatrist, physician, or licensed professional counselor.

The individual shall meet applicable State of Colorado requirements as to licensure and/or qualifications which are necessary to practice in Colorado.

The individual shall have at least two (2) years’ experience in the field of alcoholism and drug abuse counseling, mental health counseling, or related fields.

The contractor shall certify that all employees/subcontractors have the required qualifications and credentials, by written statement to the COR/POC within ten (10) days after the award of the contract, and are registered and licensed in the State of Colorado for the practice of their respective fields, by submitting copies of the licenses.

Confidentiality of Records and Referrals:

1. The contractor agrees to comply with requirements of the confidential nature of patient records in accordance with Section 333 of Public Lab 91-616 (as amended by PL 92-282), Section 408 of PL 92- 255, and Federal Regulations of the Special Action Office for Drug Abuse Prevention (21 CFR Part 1401). The government agrees to provide the contractor with a copy or website address of these requirements upon written request. The contractor shall ensure the physical security of records and prevention of disclosure of the records, reports, or other private information of employees, except with the employee’s informed written consent

Privacy Act Notification

1. This procurement action requires the contractor to do one or more of the following: design, develop, or operate a system of records on individuals to accomplish an agency function in accordance with the Privacy Act of 1974, Public Law 93-579, December 31, 1974 (5 U.S.C.552) and applicable agency regulations. Violations of the Act may involve the imposition of criminal penalties.

Exclusions:

1. Medications and physical examinations are not to be considered a part of the independent counseling services for the EAP and shall not be provided under this contract. Employees shall be advised that the government will not reimburse through this program for physical examinations, drugs, or other medical treatments.

Invoicing:

Invoices are to be submitted by the contractor monthly in arrears, according to the instructions to be provided to the contractor by the COR/POC upon award of the contract.

The contractor is specifically prohibited from invoicing for anything not covered under this contract; i.e., physical examinations, medication, other medical treatment. The contractor shall not bill or invoice the Government for telephone calls with employees or authorized family members, managers or supervisors, consultations between contract counselor and other individuals, contractor employee travel, employees not keeping appointments (no shows), or services not specifically authorized in the contract. All costs hereunder are fixed monthly costs and are payable by the Government under the price/cost schedule attached to the contract and incorporated therein by reference.

B.3 PRICE/COST SCHEDULE

01 December 2020 to 30 November 2021 Provide EAP services in accordance with the Statement of Work

01 December 2021 to 30 November 2022 Provide EAP services in accordance with the Statement of Work

01 December 2022 to 30 November 2023 Provide EAP services in accordance with the Statement of Work

01 December 2023 to 30 November 2024 Provide EAP services in accordance with the Statement of Work

01 December 2024 to 30 November 2025 Provide EAP services in accordance with the Statement of Work

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.217-8 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. For the purposes of the award of this Contract, the Government intends to evaluate the option to extend services under FAR 52.217-8 as follows:

The evaluation will consider the possibility that the option can be exercised at any time, and can be exercised in increments of one to six months, but not for more than a total of six months during the life of the contract. The evaluation will assume that the prices for any option exercised under FAR 52.217-8 will be at the same rates as those in effect under the contract at the time the option is exercised. The evaluation will therefore assume that the addition of the price or prices of any possible extension or extensions under FAR 52.217-8 to the total price for the basic requirement and the total price for the priced options has the same effect on the total price of all proposals relative to each other, and will not affect the ranking of proposals based on price, unless, after reviewing the proposals, the Government determines that there is a basis for finding otherwise. This evaluation will not obligate the Government to exercise any option under FAR 52.217-8. The `specified' rates under this clause will be those rates in effect under the contract each time an option is exercised under this clause.

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.4 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.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. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[X] 852.215–71, Evaluation Factor Commitments.

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

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[X] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[X] 852.233–70, Protest Content/Alternative Dispute Resolution.

[X] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations,…