36C26020Q0033-012.docx

36C26020Q0033

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

02-19-2020 José Ronstadt 360-852-9885 03-06-2020 13:00

Department of Veterans Affairs Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver WA 98662

X

624221 $11 Million

N/A

Department of Veterans Affairs See the Continuation pages below for details

Y

Network Contracting Office 20

5115 NE 82nd Ave, Suite 102 Vancouver WA 98662

FMS-VA-2(101)

Financial Services Center

PO BOX 149971

Austin TX 78714-9971

See CONTINUATION Page A. The Department of Veterans Affairs, Puget Sound, WA Medical Center requires twelve (12) beds for homeless veterans involved in addiction treatment. Award will be a base year, plus four one-year options PO; exercised at the discretion of the government.

B. Interested contractors shall complete blocks 30a.-30c. of this page; as well as complete the attached price schedule below, in Section B.3. Additionally, Section E contains details for how to prepare quotes.

See CONTINUATION Page x x

José Ronstadt

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer 36C260

Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver WA 98662

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.

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services 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:

B.2 STATEMENT OF WORK

1. Purpose

The Department of Veteran Affairs Puget Sound Health Care System (VAPSHCS), 1660 South Columbian Way, Seattle, Washington, requests contractor to provide a room and board/lodging facility for veterans who are engaged in mental health and/or substance use treatment at VAPSHCS.

2. Background

The VAPSHCS Mental Health Service Line (MHS) provides a full range of medical, mental health and therapeutic housing services to Veterans in Seattle and Tacoma. The MHS provides comprehensive treatment to Veterans who need substance use and/or mental health treatment. Comprehensive treatment includes community shelter (lodging) for homeless veterans. The targeted population is homeless veterans who are actively engaged in treatment with MHS who do not require hospital-level care.

This contract is for room and board for 12 homeless veterans. The contract beds will be available exclusively for VAPSHCS patients and payment will be made by VAPSHCS regardless if the beds are filled or empty. A community room and board facility are defined as a community-based, peer group-oriented residential facility which provides food, lodging and supportive services in a substance-free environment for persons involved in a recovery process. These are individuals who, due to their substance use and/or mental health conditions, require a supportive environment, but do not require skilled nursing services such as provided by a skilled nursing facility.

3. Requirements

a) The location for the room and board/lodging facility must be in an area accessible and within walking distance to public transportation and within a 10-mile radius of the Seattle Division of VAPSHCS. The expectation is that the veterans will have less than a one-hour bus ride between the facility and the Seattle Division of VAPSHCS.

b) The contract facility must have a current occupancy permit by the authority having jurisdiction. Private homes will not be considered to fulfill this contract.

c) The contractor shall furnish services to beneficiaries from whom such care is specifically authorized by the VAPSHCS. It is understood that the type of patients to be cared for under this contract include homeless Veterans who may have substance abuse and/or mental health concerns. The shelter facility will not be used for detoxification requiring hospital-level treatment. The shelter facility may be used for outpatient detoxification when clinically appropriate. The facility will not require abstinence from substance use to receive services.

d) The facility must include, but not limited to, shared rooms or dormitory, bathing facilities, kitchen facilities and related furnishing. Adequate security measures, locks on windows and doors in order to provide optimum safety for residents.

e) The contractor shall furnish each veteran authorized care under this contract with the following basic services:

· Lodging for 12 veterans to include a bed with linens, locked storage for medications and belongings, and bathing facilities.

· Daily intake availability to allow for same day access to VAPSHCS contract beds.

· A supervised environment with 24-hour on-site staffing.

· At least two (2) nutritious meals per day served on site. Appetizing, nutritionally adequate meals are to be provided in a setting which encourages social interaction. Nutritious snacks are to be made available between meals and bedtime for those requiring or desiring additional food, when it is not medically contraindicated.

· Laundry facilities including laundry detergent or will provide services that launder and clean patient clothing.

· Hygiene products to include wash cloths, soap, deodorant, toothpaste and toothbrushes.

· Supportive social services, in collaboration with the VAPSHCS providers and other contract resources.

· Case management, discharge planning, and supportive social services which reflect a team assessment of health, vocational, and social needs. These services will be provided in collaboration with the VAPSHCS providers and other contract resources.

· An identified liaison to facilitate clinical communication between the shelter facility and VAPSHCS providers.

4. Referral Procedures

VAPSHCS staff, as assigned by the Mental Health Service Line Leader, will have overall responsibility for placement of VAPSHCS veterans at the contract facility. The admission procedure will be developed in collaboration between VAPSHCS staff and the contract facility. Orders, requests, or changes in the referral process will only be made by the designated VAPSHCS staff. No changes in the referral process will be made without agreement between the contract facility and VAPSHCS staff.

The contact facility agrees to accept referrals of, and to provide all services specified in this contract, for any person determined eligible regardless of race, color, religion, sex or national origin of the person for whom such services are ordered.

Before referring any veteran, the VAPSHCS shall have provided the contracted agency with a signed Release of Information (ROI).

5. Admission Criteria Referred veterans must meet the following criteria:

a) Eligible for VA medical care.

b) Enrolled in treatment with VAPSHCS MHS, but may be awaiting inpatient/outpatient treatment and/or may be active in outpatient treatment.

c) Referred by MHS.

d) Medically stable, functionally and cognitively able to perform activities of daily living and flee an emergency situation if needed.

e) Must not be a danger to self, others, or property.

6. Absences and Discharges

The contractor will notify the authorizing VAPSHCS staff of client absences from the facility within one business day.

Length of stay at VAPSHCS cost will be initially authorized for up to two months. Extensions may be authorized by VAPSHCS providers when clinically indicated.

Veterans may be discharged from the contract facility for violations of the agreed upon facility rules.

The contract facility shall notify the appropriate VAPSHCS staff whenever a client violates facility rules and/or is discharged. Appropriate documentation will be maintained by the contract facility and made available to VAPSHCS staff.

Discharge from the contract facility shall not prevent VAPSHCS patient from future shelter placement.

The contact facility shall provide resource referrals to Veterans being discharged.

7. Facility

c) The facility must be handicap and wheelchair accessible per City, State, and Federal guidelines.

d) Sanitary procedures shall be established and maintained for washing dishes, cleaning equipment and work areas, and for proper waste disposal in accordance with local state and federal guidelines.

e) The contract facility must have a current occupancy permit by the authority having jurisdiction.

f) The contract facility shall be equipped with operational air conditioning/heating systems.

g) The contract facility shall be kept clean free of bed bugs, dirt, grime, mold, or other hazardous substances and damages that noticeably detract from the overall appearance.

h) The contract facility shall have windows and doors that can be opened and closed in accordance with manufacturer standards.

i) The contract facility will provide a positive and constructive environment of care for Veterans engaging in recovery from mental health and substance use disorders.

8. Personnel and Conduct

The Contractor shall assign to this contract personnel that by education and training (and, when required, certification or licensure) are qualified to provide the Basic Services and Supplemental Services required by this Statement of Work (SOW).

VAPSHCS Inspection Teams are expected to evaluate the contractor's ability to consistently assure the presence of staff capable of providing those services required under the terms of the contract.

The facility agrees to accept referral of and to provide all services specified in this contract for any person determined eligible regardless of race, color, religion, sex or national origin of persons for whom such services are ordered. In addition, the facility warrants that subcontracting will not be resorted to as a means of circumventing this provision.

The contractor shall comply with the VA Patient's Bill of Rights as set forth in the Code of Federal regulations, Section 17.34a, Title 38 (copy is available upon request).

The contractor shall comply with the principles listed in 38 CFR 17.707(b) to provide housing and supportive services in a manner that is free from religious discrimination.

The following acts are not permissible by contractor staff while providing services under this contract or while on facility premises:

a) Use of intoxicating liquors, narcotics or controlled substances of any kind while on duty or reporting for duty while under the influence of liquors, narcotics or controlled substances of any kind.

b) Gambling of any form.

c) Carrying of pistols, firearms or concealed weapons.

d) Smoking and other uses of tobacco while on duty.

e) Resorting physical or verbal violence to settle a dispute with a fellow employee, customer(s) or the general public while on duty.

f) Spitting in prohibited places or any unsanitary, offensive practices or behavior.

g) Use of loud, indecent or profane language and/or making threatening or obscene gestures toward customers or other employees.

h) Engaging in a verbal confrontation to settle a disagreement.

i) Soliciting or accepting tips from clients or others at any time.

The VA reserves the right to exclude Contractor staff members from providing services to Veterans under this contract based on breaches of conduct, including conduct that jeopardizes patient care or interferes with the regular and ordinary operation of the facility. Breaches of conduct include intoxication or debilitation resulting from drug use, theft, patient abuse, dereliction or negligence in performing directed tasks, or other conduct resulting in formal complaints by Veterans or other staff members to designated Government representatives. The Contractor and Contracting Officer’s Representative shall deal with issues raised concerning contractor personnel conduct.

9. Reports

Contractor will notify VA through the VA Liaison at VA of any negative incident occurring with a Veteran within 24 hours of being informed or made aware of the incident, if not sooner. Contractor will complete a written incident report within 48 hours of notification. Incidents include but are not limited to: death; fire; drug/police raid; suicide/suicide attempt; 911 call (police/fire dept./paramedics/other); drug overdose; severe medical illness / emergency; severe psychiatric illness / emergency; sexual assault; act of violence by Veteran against other(s); abusive behavior by Veteran against staff; act of violence by other(s) against Veteran; abusive behavior by staff against Veteran; accident; medication problems or adverse drug reactions; or other untoward events.

In the event a Veteran residing in the facility under this contract dies, the Contractor will promptly notify the VA Liaison authorizing admission and immediately assemble, inventory using established protocol, and safeguard the Veteran’s personal effects. The funds, deposits, and effects left by Veterans upon the premises of the facility shall be delivered by the director or manager of the facility to the person or persons entitled thereto under the laws currently governing the facility for making disposition of funds and effects left by Veterans unless the beneficiary died without leaving a will, heirs, or next of kin capable of inheriting. When disposition has been made, the itemized inventory with a notation as to the disposition has been made, they will be immediately forwarded to the VA Liaison. Property and funds wherever located vests in and becomes property of the United States in trust. In these cases, the facility will forward an inventory of any such property and funds in its possession to the appropriate VA office and will hold them (except articles of clothing necessary for proper burial) under safeguard until instructions are received from the VA concerning disposition.

10. Records

The Contractor shall maintain an individual clinical record on each Veteran housed under this contract. The Contractor must comply with the requirements of Public Law 104-191, Health insurance Portability and Accountability Act (HIPPA) of 1996. This includes both the Privacy and Security Rules by the Department of Health and Human Services (HHS). As required by HIPPA, HHS has promulgated rules governing the use and disclosure of protected health information by covered entities. All case records will be maintained with such security and confidentiality as required, and will be made available on a need-to-know basis to appropriate staff members involved with the treatment program of the veterans concerned.

11. Inspection and Acceptance

It is agreed that the VAPSHCS will have the right to inspection of the facility and all appurtenances by an authorized representative(s) designated by the VA.

Prior to the award of contract, a multi-disciplinary team consisting of clinical staff, dietician and an engineering service safety office shall be permitted to conduct a survey of the facility. If deficiencies are noted during the survey, the facility shall be given a reasonable amount of time to take correct action to notify the contracting office that the corrections have been made. A contract will not be awarded until noted deficiencies have been eliminated. If corrections are not make to the satisfaction for the VA, the Contracting Officer will consult with appropriate officials so that suitable arrangements can be made to discharge or transfer patients and to terminate the contract.

B.3 PRICE/COST SCHEDULE

Contractor shall provide 12 beds in a safe and substance free environment for homeless Veterans involved in the recovery process. Services shall be provided in accordance with the Statement of Work (SOW).

Contract Period: Base Year POP Begin: 06-01-2020 POP End: 05-31-2021

Contractor shall provide 12 beds in a safe and substance free environment for homeless Veterans involved in the recovery process. Services shall be provided in accordance with the Statement of Work (SOW).

Contract Period: Option 1 POP Begin: 06-01-2021 POP End: 05-31-2022

Contractor shall provide 12 beds in a safe and substance free environment for homeless Veterans involved in the recovery process. Services shall be provided in accordance with the Statement of Work (SOW).

Contract Period: Option 2 POP Begin: 06-01-2022 POP End: 05-31-2023

Contractor shall provide 12 beds in a safe and substance free environment for homeless Veterans involved in the recovery process. Services shall be provided in accordance with the Statement of Work (SOW).

Contract Period: Option 3 POP Begin: 06-01-2023 POP End: 05-31-2024

Contractor shall provide 12 beds in a safe and substance free environment for homeless Veterans involved in the recovery process. Services shall be provided in accordance with the Statement of Work (SOW).

Contract Period: Option 4 POP Begin: 06-01-2024 POP End: 05-31-2025

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

C.3 52.217-8 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 60 days.

(End of Clause)

C.4 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 60 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.5 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

C.6 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses or veteran-owned small businesses proposed as subcontractors in accordance with 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more service-disabled veteran-owned small businesses or veteran-owned small businesses for subcontract work of the same or similar value.

(End of Clause)

C.7 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-4 Notice of Price Evaluation Preference for HubZone Small Business Concerns.

(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.8 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement.

(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 compliance with the subcontracting commitments.

(End of Clause)

C.9 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address (See Web site at http://www.fsc.va.gov/einvoice.asp.)

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.10 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

The contractor shall obtain all necessary licenses and/or permits required to perform this work. He/she shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract. He/she shall be responsible for any injury to himself/herself, his/her employees, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by his/her employees fault or negligence, and shall maintain personal liability and property damage insurance having coverage for a limit as required by the laws of the State of Washington. Further, it is agreed that any negligence of the Government, its officers, agents, servants and employees, shall not be the responsibility of the contractor hereunder with the regard to any claims, loss, damage, injury, and liability resulting there from.

(End of Clause) C.11 VAAR 852.271-70 NONDISCRIMINATION IN SERVICES PROVIDED TO BENEFICIARIES (JAN 2008) The contractor agrees to provide all services specified in this contract for any person determined eligible by the Department of Veterans Affairs, regardless of the race, color, religion, sex, or national origin of the person for whom such services are ordered. The contractor further warrants that he/she will not resort to subcontracting as a means of circumventing this provision.

(End of Clause) (End of Addendum to 52.212-4)

C.12 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (MAY 2019)

(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.