36C26118Q0259-001.docx

36C26118Q0259

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

612-18-1-062-0008

03-12-2018 Brian Trahan

(916) 923-4588 03-16-2018

1630 PST

612MCP

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Northern California HealthCare System 6900 North Pecos Road, Bldg 6 North Las Vegas NV 89086

X

623220 $15 Million

NET 30

X

N/A

Department of Veteran Affairs San Francisco VA Medical Center 4150 Clement Street

San Francisco CA 94121

612MCP

Department of Veterans Affairs Department of Veterans Affairs VA Northern California HealthCare System 3230 Peacekeeper Way, Bldg. 209 McClellan CA 95652-1012

Department of Veterans Affairs FMS VA-9(101) Financial Services Center

PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page San Francisco VA Health Care System Health Care for Community-Based Psychiatric Residential Treatment for Homeless/Chronically Mentally Ill Veterans In accordance with Performance Work Statement

In accordance with FAR 16.504, the Government intends to award a Single Award Indefinite Quantity Contract as a result of this solicitation.

See CONTINUATION Page

Amanda J. Simmons Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C261 Amanda J. Simmons Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Northern California HealthCare System 6900 North Pecos Road, Bldg 6 North Las Vegas NV 89086

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-9(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 DESCRIPTION/SCHEDULE/ORDERING/PERFORMANCE OF SERVICES

Description of Services This solicitation/contract will establish an Indefinite Delivery/Indefinite Quantity (IDIQ) Emergency Housing Services in San Francisco for Department of Veteran Affairs to include Case Management on a per diem basis in accordance with Performance Work Statement.

Ordering/Performance Period

This IDIQ is for a 5-year ordering period of April 1, 2018 to March 31, 2023.

The contractor shall not be required to perform services under this contract after March 30, 2024.

Estimated Schedule of Services

16 DAYS per day 2,928 DAYS per 6 months 5,856 DAYS per 12 months

The "DAY" unit is defined as room and board to accommodate one (1) veteran per bed per day. DAY is considered 24 hours. All services shall be provided in accordance with the Performance Work Statement.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

QTY

IAW Performance Work Statement.

Contract Period: Performance Period 1, 04-01-2018 09-30-2018

IAW Performance Work Statement.

Contract Period: Performance Period 2, 10-01-2018 09-30-2019

IAW Performance Work Statement.

Contract Period: Performance Period 3, 10-01-2019 09-30-2020

IAW Performance Work Statement.

Contract Period: Performance Period 4, 10-01-2020 09-30-2021

IAW Performance Work Statement.

Contract Period: Performance Period 5, 10-01-2021 09-30-2022

IAW Performance Work Statement.

Contract Period: Performance Period 6, 10-01-2022 03-31-2023

The guaranteed minimum award amount for this contract is $1,000. The maximum aggregate value of orders that can be placed under this contract is $4,097,193.00. The Government does not guarantee that it will place any orders under this contract in excess of the guaranteed minimum award amount.

* EST QTY is founded upon utilizing 16 units per day, per performance period. This does not limit nor does it guarantee the number of units to any specific number of units at any time. The number of units being utilize may vary from day to day. The total number of units per period shall not be exceeded unless authorized in writing by a warranted, VA Contracting Officer.

Performance Work Statement Community-Based Psychiatric Residential Treatment for Homeless/Chronically Mentally Ill Veterans

1. Eligibility and Duration The contractor shall furnish community-based residential and treatment services to veterans with chronic mental illness as specifically authorized by the Veterans Health Administration (VHA) for a period not to exceed six months (6 months). An extension of an additional six months will be considered after the initial six months, not to exceed a total of one year. All extensions will require justification and approval from the veteran’s treating physician and the Contracting Officer’s Technical Representative, subject to the availability of funds. It is understood the chronically mentally ill veterans to be cared for under this contract will require services over and above closed facility room and board. Residential housing services must be “community-based” whereby veterans are housed within an integrated housing community consisting of veterans and non-veterans. To be eligible for placement in the community-based housing unit, all Veterans must be diagnosed as chronically mentally ill, e.g., condition of schizophrenia, major affective disorder, post-traumatic stress disorder, depression, bipolar disorder and anxiety, homeless or at imminent risk of becoming homeless and be eligible and registered for VA services. Within the limits of city and state laws, the contractor agrees to accept Veterans from a variety of backgrounds, including those being released from jail or prison. The contractor will be prepared to accept admissions upon short notice, sometimes during nights and weekends.

2. The contractor shall furnish each Veteran authorized care under this contract with the following basic services:

a. Residential Room and Board

(1) The residential housing unit shall be community-based, integrated with residents from the general population. The contractor shall ensure that nutritious meals are provided for veteran program participants. Food shall be prepared, served and stored under sanitary conditions. The housing unit shall provide refrigerated storage space in each room for veterans to store personal food. The housing unit shall establish and maintain sanitary procedures for washing dishes, cleaning equipment and work areas, and disposing of waste. At least three nutritious meals or their equivalent shall be served daily at regular times with not more than a 14-hour span between evening meal and breakfast of the following day. Snacks of nourishing quality, i.e. fruits, shall be offered between meals or bedtime. Veterans have the right to wear their own clothing.

(2) Room and shower configuration. The housing unit shall provide private rooms consistent with other non-veteran resident living quarters within the housing unit. Bath rooms and showers may be shared as clinically appropriate, provided the safety of Veterans is assured. The housing unit shall further ensure that the safety, privacy and personal dignity of both female and male Veterans is assured. Rooms shall be equipped with linens provided by the housing unit consistent with health life and safety standards.

(3) Be kept clean free of dirt, grime, mold, or other hazardous substances and damaged noticeably detract from the overall appearance.

(4) Be equipped with first aid equipment and written disaster plan that is written in coordination with local emergency response unit.

(5) Have an aggressive on-going plan to address bed bug infestation consistent with city code and state law. On-going bed bug infestation will be grounds for immediate discharge of Veterans from the facility.

(6) The building must meet the requirements of the applicable residential occupancy chapters of the current version of NFPA 101, National Fire Protection Association's Life Safety Code. Any equivalencies or variances must be approved by SFVAHCS Director.

(7) Fire exit drills must be held at least monthly. Residents must be instructed in evacuation procedures when the primary and/or secondary exits are blocked. A written fire plan for evacuation in the event of fire shall be developed and reviewed annually. The plan shall outline the duties, responsibilities and actions to be taken by the staff and residents in the event of a fire emergency. This plan shall be implemented during fire exit drills.

(8) A written policy regarding tobacco smoking in the housing unit shall be established and enforced.

(9) Portable fire extinguishers shall be installed at the housing unit. Use NFPA 10, Portable Fire Extinguishers, as guidance in selection and location requirements of extinguishers.

(10) Requirements for fire protection equipment and systems shall be in accordance with NFPA 101. All fire protection systems and equipment, such as the fire alarm system, smoke detectors, and portable extinguishers, shall be inspected, tested and maintained in accordance with the applicable NFPA fire codes and the results documented.

b. Laundry Laundry facilities shall be provided for residents to do their own laundry.

c. Therapeutic Services The contractor will provide individualized housing, treatment and recovery services determined to be needed by the veteran in a plan developed by the contractor in consultation with the Veteran and the VA case manager and/or other appropriate VA staff. Services which the contractor must be able to furnish, either directly or by referral to VA or community resources, include:

(1) Group Activities: Structured group activities as appropriate – examples include group therapy, social skills training, life-skill training, independent living training, Alcoholics Anonymous, Narcotics Anonymous, vocational counseling and physical activities as appropriate.

(2) VA Coordination: Coordination and referral to appropriate Veterans Affairs health, mental health, and other services, including VA residential treatment programs for addiction, homelessness, and/or PTSD, as well as outpatient treatment as recommended by VA providers. Veterans should have access to a phone line and should be able to access their voicemails at regular intervals to ensure that they attend recommended medical and mental health appointments.

The contractor should communicate in a timely way with VA staff about notable clinical events, such as new medical or mental health symptoms, unexpected departure from the facility, intoxication, etc At a minimum, contractor must notify Contracting Officer’s Representative within one calender day.

(3) Case Management: Individual counseling, including counseling on self-care skills, adaptive coping skills and, as appropriate, vocational rehabilitation counseling, in collaboration with VA program and community resources. Counseling will include support for an alcohol and drug abuse-free lifestyle.

(4) Living Skills: Assistance to develop responsible living patterns and to achieve a more adaptive level of psychosocial functioning, upgraded social skills, and improved personal relationships.

(5) Discharge Planning: The contractor’s case managers, in conjunction with the VA Mental Health Treatment Coordinators / Mental Health staff, will aid with discharge planning. Housing needs will be assessed upon arrival and resources will be coordinated for discharge to a successful permanent, community-based housing placement. Mental health treatment coordinators include physicians, licensed clinical social workers and psychologists; who ensure Veteran mental health needs are properly addressed.

1. The Program is expected to assist with the formulation of an initial discharge plan within thirty days of admission to the program, that includes identified objectives and target dates for task completion(s), and for which progress shall be evaluated and documented on an ongoing basis for the duration of the veteran’s admission.

2. At the time of discharge, whether planned or unplanned, the program will follow the appropriate procedure for handling and documenting Veteran discharges. This includes: notifying the identified VA MHTC or designee within 24 business hours that a discharge has occurred. A written report of the discharge that contains follow up contact information for the veteran, a summary of goals completed/not completed, should be submitted to VA MHTC or designee within 48 business hours of discharge.

(d) Management of Medications: Medications and narcotics shall be properly stored, controlled, issued and recorded in compliance with physicians’ orders. Medications will be stored and distributed according to Joint Commission Medication Security Standards; and under proper medical supervision by properly licensed and credentialed staff; as defined by law and by regulation of the jurisdiction in which the housing unit is constructed.

Contractor is expected to provide, at a minimum, a means of securely and properly storing all medications brought into the program for Veteran use. Veterans may self-administer medications, but storage should ensure that no other residents are able to access an individual Veterans medication. Any suspicion or concern of misuse is to be reported to VA Clinician immediately following incident reporting protocol.

(e) Clinical Issues:

1. A written protocol will be established and reviewed with SFVAMC by phone or in person clinicians with a plan for managing medical and behavioral emergencies, including severe psychiatric symptoms, self-harm and violence, severe alcohol withdrawal (delirium tremens), and management of intoxication.

2. Veterans are not to be accepted into a VA contracted bed without receipt and review of all referring documentation, including a mental health evaluation and TB screening documentation.

(f) Transportation:

1. Transportation: The Contractor shall support the Veterans with finding solutions for their local transportation needs (e.g. to scheduled meetings, appointments, etc.) At a minimum, the Contractor will be expected to help the Veteran by providing information and instructions necessary to enable Veterans to utilize public transportation. If VA or contractor staff determines that adequate public transportation is not available or appropriate for a Veteran, the Contractor shall engage Veteran in problem solving effort to identify and utilize alternative methods of transportation.

3. Billing Unless specifically excluded in this contract, the per diem rate established will include the services listed in this document and will also include all services or supplies normally provided other residents by the facility without extra charge. Payments made by the VA under this contract shall constitute the TOTAL cost of care and housing of the homeless Veterans. If a beneficiary is admitted to or discharged from the program on the same calendar day, payment will not be authorized. Absences of the Veteran from the residential housing unit for more than 2 days will not be reimbursed.

4. Staffing

a. The contractor shall employ sufficient professional staff and other personnel to carry out the policies and procedures of the program. There will be, at a minimum, an employee on duty, available for emergencies, 24 hours a day, 7 days a week. The employee on duty may be any staff able to respond to a medical or safety emergency and ensure residential housing unit evacuation in the event of an emergency.

b. The staff will be supervised by a licensed mental health provider at the master’s level or above. Support and admin staff may be paraprofessional (such as marriage and family therapist or addiction therapists) who are appropriately licensed and credentialed, consistent with laws and regulations of the jurisdiction in which the residential housing unit is constructed.

c. The VA reserves the right to refuse or revoke acceptance of key personnel and request alternatives if personal or professional conduct, or lack of required skills or experience, jeopardizes patient care or interferes with the regular and ordinary operation of the facility.

d. Once work has begun under this contract, Contractor personnel shall be expected to treat referred Veterans with dignity and respect and abides by standards of conduct mirroring those prescribed by current federal personnel regulations.

e. Temporary substitutions of key personnel shall be permitted in accordance with the Contractor’s contingency plan. The Contractor’s contingency plan to be utilized if personnel leave Contractor’s employment or are unable to continue performance in accordance with the terms and conditions of the contract.

5. Records and Reports The contractor shall make available to the VA, documentary information deemed necessary by the VA to conduct utilization review audits for the mandated national evaluation study as required by Section 2 of Public Law 100-6; to verify quality of care for Veterans, to assure confidentiality of care for Veterans, to assure confidentiality of Veteran record information, and to determine the completeness and accuracy of financial records. The contractor shall maintain an individual client record on each Veteran admitted under this contract. The contractor shall comply with the requirement of the “Confidentiality of Certain Medical Records (38 USC 4132) and the “Confidentiality of Alcohol and Drug Abuse Patient” (42 CFR, Part II). All case records shall be secured and confidential. Records will be made available on a need-to-know basis to appropriate VA staff members involved with the treatment program of the Veterans concerned. The files shall include:

a. Reasons for referral.

b. All essential identifying data relevant to the resident and his/her family including a socio-cultural assessment, weekly progress reports or notes, TB screening results, and documentation of any case management interventions or patient care conferences.

c. Copies of any medical prescriptions issued by physicians, including orders, if any, for medications to be taken.

d. Final summaries on each resident who leaves the program, to include reasons for leaving, urine toxicology results as indicated, the resident’s future, and follow-up locator information.

e. Veterans served through VA’s HCHV residential contract/emergency housing program must have client level data entered the local community Continuum of Care’s (Coca) Homeless Management Information System (HMIS). Data entered must include, at a minimum, the Universal Data Elements from the 2010 HMIS Data Standards.

6. Fire, Safety, and Sanitation Practices

a. The housing unit shall conform to the standards of the Life Safety Code, National Fire Protection Association #101, Chapters 10 and 11. For additional information, or to obtain copies, contact NFPA: http://www.nfpa.org, NFPA Headquarters address: National Fire Protection Association, 1 Battery march park, Quincy, MA 02269, Phone: 617-770-3000 Fax: 617-770-0700. The housing unit shall meet the requirements of Public Law 100-336, 42 USC 12101-12213, Americans with Disabilities Act pertaining to handicapped accessibility in effect on the date of contract award. The housing unit shall also conform to the fire and safety code imposed by the State which adequately protects residents.

b. The housing unit shall conform to building occupancy limits as determined by relevant local authorities in the jurisdiction in which the housing unit was constructed.

c. The housing unit shall conform to Joint Commission and VA pest control practices (to include bedbug protocols) as enumerated in M-1, Part VII, Chapter 2, Pest Management Operations: The Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA), Public Law 92-516 dated October 21, 1972, as amended. CFR, Title 40, Part 171.11 (C) (2)., or local and state regulations as applicable.

e. The housing unit shall ensure safe conditions in electrical and ventilation systems consistent with Joint Commission, state and local regulations, as applicable.

f. The housing unit shall comply with infection control (to include pest control, such as bedbugs) hazardous materials management and other environment of care standards as outlined by Joint Commission Standards. The housing unit generally will comply with any other Joint Commission standards, as applicable.

7. VA Patient’s Bill of Rights The contractor shall comply with the VA Patient’s Bill of Rights as set forth in Section 17.34a, Title 38, Code of Federal Regulations.

36C26118Q0259

8. The VA and contractor may seek mutually agreeable contract modifications through the VA Contracting Officer; as allowed under the Federal Acquisition Regulation, and relevant VA acquisition regulation, subject to availability of funds.

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) System for Award Management (SAM).

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

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

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

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

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

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.252-2 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 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

(a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

(End of Clause)

C.4 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016)

(a) Definitions. As used in this clause— Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures. (1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements.