36C25920Q0535.docx

36C25920Q0535

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

08-24-2020 LaDonna Collins, ladonna.collins@va.gov 303-712-5779 09-08-2020 10:00am 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 Contract Specialist: LaDonna Collins email: ladonna.collins@va.gov

X

Y 621330 $8 Million

Cheyenne VA Health Care System

2360 East Pershing Blvd.

Cheyenne WY 82001 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page The contractor shall provide psychological evaluations and testing for Cheyenne and Cheyenne CBOC VA Police Officers IAW the attached Statement of Work

Period of Performance: Base plus Four (4) Option Years Base: 10/01/2020 - 09/30/2021

OY 1: 10/01/2021 - 09/30/2022

OY 2: 10/01/2022 - 09/30/2023

OY 3: 10/01/2023 - 09/30/2024

OY 4: 10/01/2024 - 09/30/2025

Questions are due no later than 10:00am MST on Wednesday September 1, 2020 to email ladonna.collins@va.gov.

Quotes are due no later than 10:00am MST on Wednesday September 8, 2020 to email ladonna.collins@va.gov

All potential offerors must be registered at sam.gov and Vendor Information Page (VIP) at time of submission for this 100% SDVOSB set-aside.

See CONTINUATION Page

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B1 CONTINUATION BLOCKS 16 – 17b TO SF1449

CONTRACT ADMINISTRATION DATA

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

B1.1 Continuation of Block 16: Contract administration matters shall be handled by:

Block 16. GOVERNMENT:

B1.2 Continuation of Block 17: Contract administration matters shall be handled by:

Block 17a: CONTRACTOR’S NAME/ADDRESS/CITY-STATE-ZIP AND BUSINESS IDENTIFICATION NUMBERS*:

Contractor Name:

Address:

City/State/Zip:

Contact Name:

Telephone Number:

Fax Number:

Email:

*DUNS Number: _______________________________

*Tax Identification Number (TIN): _________

*CAGE Code: ________________

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests. Invoices shall comply with FAR 32.905.

See: VA’s Electronic Invoice Presentment and Payment System.

http://www.fsc.va.gov/einvoice.asp Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971

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

B1.3 To receive a government contract, Contractors SHALL be registered in System for Award Management (SAM). A System for Award Management (SAM) check will be performed prior to award https://www.sam.gov/portal/public/SAM/.

STATEMENT OF WORK

Police Psychological Evaluations

1. PURPOSE

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

2. BACKGROUND

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

a. Possess a high level of personal integrity

b. Be able to maintain control of anger and emotions

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

d. Be able to quickly respond to emergency situations

e. Have respect for authority and rule of law

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

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

3. REQUIRING FACILITIES

4. DESCRIPTION OF SERVICE

The Contractor shall provide initial, annual and incident psychological evaluation of all VA Police Officers (including VA Police Supervisors, Training Officers, Detectives, Criminal Investigators, Deputy Chiefs, and Chiefs). All VA Police Officers shall be re-examined annually to determine their continued emotional suitability to perform the duties as required of a VA Police Officer. VA Police Officers shall be re-examined when there is a sudden or dramatic change in an employee’s customary behavior that may increase concern to determine their continued emotional suitability to perform the duties as required of a VA Police Officer. Concerning behavioral changes and/or issues may include:

a. One or more personnel complaints, whether originated internally or externally, particularly complaints of the use of unnecessary or excessive force, inappropriate verbal conduct, or any conduct indicating an inability to exercise self-control and self-discipline.

b. An abrupt and negative change in customary behavior, toward an inability to perform essential functions of the position.

c. Irrational verbal conduct or behaviors, including delusions and hallucinations.

d. Suicidal statements or behaviors, or personal expressions of mental instability.

e. Unexplained and excessive tiredness or hyperactivity.

f. Dramatic change in eating patterns resulting in sudden weight loss or gain, or diagnosis of a life-threatening eating disorder.

g. Change in behavior pattern to inattention to personal hygiene and health.

h. Inappropriate use of alcohol, medications or other drugs, including symptoms of illegal drug use.

i. Memory losses.

j. Impatience or impulsiveness, especially with a loss of temper.

k. A pattern of conduct indicating a possible inability or decrease in ability to defuse tense situations, a tendency to escalate such situations or create confrontations.

l. Unexplained and inappropriate excessive lateness or absenteeism.

m. Any other factor or combinations of factors that causes a supervisor to reasonably suspect that a fitness for duty evaluation may be necessary.

5. REQUIREMENTS

Delivery of Service. The evaluation will be completed within 30 days from the date the designated facility point of contact calls to set up appointment. If evaluation is completed off-site, the contractor will have the ability to meet with the police applicant/officer at a location within 100-mile distance from the VA Health Care Facility. If evaluation is done on-site, contractor will utilize the Occupational Health or other identified examination room to conduct the evaluation. Initial evaluations shall be done on a face-to-face basis or virtually at the discretion of the facility. Annual or incident evaluations can be accomplished by conducting the evaluation face-to-face at an off-site location, or on-site location or by video teleconference.

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

Psychological Testing. Standardized psychological testing may be used only after reason to question the police applicant/officer’s suitability has arisen. If, during the psychological assessment (the interview), the psychologist/psychiatrist has an articulable reason to doubt that the officer is capable of performing the duties of a police officer, the contracted evaluator should make a formal recommendation for psychological testing to the Employee Health physician. In such a situation the Employee Health physician may approve such a recommendation and direct appropriate psychological testing.

Requirements for Interview/Testing. Initial interviews are conducted with any newly hired police officer and annual interviews are conducted with police officers every year thereafter the initial interview.

On initial interview with a newly hired police officer at the VA Health Care Facility, the contracted evaluator; at their discretion, will use these or other measures of normal and abnormal behavior validated for pre-employment of public safety applicants:

1. Minnesota Multiphasic Personality Interview (MMPI-2)

2. California Psychological Inventory (CPI)

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

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

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

On annual interview with police officer who is currently working at the VA Health Care Facility, the contracted evaluator; at their discretion, will use these or other measures of normal and abnormal behavior validated for pre-employment of public safety applicants:

1. PHQ-9

2. GAD-7

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

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

Contracted evaluator will complete report and send to VA Health Care Facility Occupational Health Department with final review and determination within 5 business days of evaluation.

Re-test. If during the psychological evaluation for incumbent police officers, the psychologist has an articulable reason to doubt the officer is capable of performing the duties of a police officer (including the use of firearms).

The Contractor shall provide results/reports in the form of a one-page letter to the Occupational Health Physician at the facility where the examination was conducted. The report will indicate Pass/Fail: Recommended/Not Recommended for use of a firearm at the VA Medical Facility. A second copy will be sent to the Chief of Police, within five (5) business days of evaluation, at the facility where the examination took place.

Privacy Act Notification. Any reports, as well as internal working documents generated by the Contractor, are the property of the VA and shall be kept confidential from the officer. The Contractor and/or staff are not authorized to disclose any information pertaining to a VA employee to any source. Any request for information shall be forwarded to the Occupational Health Physician.

Requirements for the Contracted Evaluator. The contracted evaluator must meet the requirements of 1031 (f) of the Government Code, which requires the mental and emotional condition of officers "shall be evaluated by a licensed physician and surgeon or a licensed psychologist with a doctoral degree in psychology and at least five years of postgraduate experience in the diagnosis and treatment of mental disorders." The evaluator shall be instructed by the US Government to only release that information as allowed under this policy or as otherwise required by law.

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

· a conclusion regarding the determination of fitness for duty,

· a description of the functional limitations of the employee,

· whether the condition that leads to the functional limitations is industrial or non-industrial in nature,

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

· no statement of medical cause shall be included.

Exception. Where the employee has initiated a lawsuit, arbitration, grievance, worker's compensation or other claim or challenge involving his or her medical history, mental or physical condition, or treatment, the report may contain information which is relevant to that action.

An employee may waive in writing any or all restrictions on the information reported to the employer.

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

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

6. QUALIFICATIONS

a. Personnel assigned by the Contractor to perform the services covered by this contract shall be licensed in a State, Territory, Commonwealth of the United States, or the District of Columbia. All licenses held by the personnel working on this contract shall be full and unrestricted licenses. Personnel must have experience commensurate with their assigned responsibilities.

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

c. Individuals performing under this contract must:

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

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

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

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

(5) Has, or has pending currently, no felony criminal charges against him/her.

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

7. PERSONNEL POLICY

The Contractor shall be responsible for protecting the personnel furnishing services under this contract. To carry out this responsibility, the Contractor shall provide the following for these personnel:

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

8. TORT CLAIMS

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

9. CONTRACT MONITORING AND QUALITY ASSURANCE

The VA COR (Contracting Officer’s Representative) will communicate with the participating medical center Chiefs of Police to determine whether required assessments were performed as scheduled and whether all contract requirements are being met. Any incidents of contract noncompliance as evidenced by these monitoring procedures shall be forwarded immediately to the Contracting Officer.

Approximately two months after contract award, a VA psychologist will review randomly review cases to ensure consistency with the terms/requirements of this contract. The police applicant/officer’s name will be expunged from cases to ensure confidentiality. Reviews will thereafter be completed on an annual basis during the term of the contract unless required more frequently due to performance problems or complaints.

PAYMENT:

a. The Cheyenne VA HCS will verify provision of service as to a new Police Officer applicant evaluation or annual Police Officer evaluation. Payment will be made by the VA to the Contractor within thirty (30) days of submission and verification.

b. Invoices shall be submitted in Tungsten. Any issues using the Tungsten website shall be troubleshooted and diagnosed by calling the customer support phone number on the Tungsten website; https://www.tungsten-network.com/ . Invoices shall be accurate.

c. Place of conducted examination to be located within a 100-mile radius of the Cheyenne VA HCS.

d. Any discrepancies in payment shall be addressed in writing to the COR at the following address:

Cheyenne VA Health Care System

ATTN: TBD

2360 East Pershing Blvd.

Cheyenne, WY 82001 Phone: 307-433-3742 E-mail: TBD

10. SUBSTITUTION OF KEY PERSONNEL

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

The psychologist(s) proposed in the contractor’s technical proposal.

b. During the first ninety days of performance, the Contractor shall make NO substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment. The Contractor shall notify the Contracting Officer, in writing, within 15 calendar days after the occurrence of any of these events and provide the information required by paragraph c below. After the initial 90-day period of the contract, the Contractor shall submit the information required by paragraph c to the Contracting Officer at least 15 days prior to making any permanent substitutions.

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

(End of Statement of Work)

B.1 PRICE/COST SCHEDULE

The contractor shall provide psychological evaluation services for new hires and annual IAW the attached Statement of Work.

Contract Period: Base POP Begin: 09-25-2020 POP End: 09-24-2021

The contractor shall provide services for new hires and annual IAW the attached Statement of Work.

Contract Period: Option 1 POP Begin: 09-25-2021 POP End: 09-24-2022

The contractor shall provide services for new hires and annual IAW the attached Statement of Work.

Contract Period: Option 2 POP Begin: 09-25-2022 POP End: 09-24-2023

The contractor shall provide services for new hires and annual IAW the attached Statement of Work.

Contract Period: Option 3 POP Begin: 09-25-2023 POP End: 09-24-2024

The contractor shall provide services for new hires and annual IAW the attached Statement of Work.

Contract Period: Option 4 POP Begin: 09-25-2024 POP End: 09-24-2025

B.2 DELIVERY SCHEDULE

2360 East Pershing Blvd Cheyenne, WY 82001 5356 United States 1.00

1.00

1.00

1.00

1.00

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 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.

[X] 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.

[] 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.

[] 852.233–71, Alternate Protest Procedure.

[X] 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.

[X] 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.

[X] 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.

[X] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.2 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer 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.

(c) 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 Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) 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 Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause)

C.3 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.

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. The specified rates under this clause will be those rates in effect under the contract each time an option is exercised under this clause."

C.4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JUN 2020)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available…