36C26318Q9978-000.docx

36C26318Q9978 FedBizOpps Presolicitation Notice

CLASSIFICATION CODE

SUBJECT

CONTRACTING OFFICE'S

ZIP-CODE

SOLICITATION NUMBER

RESPONSE DATE (MM-DD-YYYY)

ARCHIVE

DAYS AFTER THE RESPONSE DATE

RECOVERY ACT FUNDS

SET-ASIDE

NAICS CODE

CONTRACTING OFFICE

ADDRESS

POINT OF CONTACT

(POC Information Automatically Filled from User Profile Unless Entered)

DESCRIPTION

See Attachment

AGENCY'S URL

URL DESCRIPTION

AGENCY CONTACT'S EMAIL

ADDRESS

EMAIL DESCRIPTION

ADDRESS

POSTAL CODE

COUNTRY

ADDITIONAL INFORMATION

GENERAL INFORMATION

PLACE OF PERFORMANCE

* = Required Field FedBizOpps Presolicitation Notice Rev. March 2010 G BPA EAP Services St. Cloud, MN

(VA-18-00028512)

57741 36C26318Q9978 09-25-2018 N 624190 Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Fort Meade SD 57741 Robert Gamble robert.gamble@va.gov 4801 Veterans Dr.

St. Cloud, MN 56303 U.S.A.

robert.gamble@va.gov The Department of Veterans Affairs, Network 23 Contracting Office, Fort Meade, SD intends to award a contract in accordance with FAR Part 13. The North America Industry Classification System Code [NAICS] is 624190, Employee Assistance Program (EPA) and the size standard is $11 million. This solicitation set aside for qualified Service Disabled Veteran Owned Small Business (SDVOSB)

The St. Cloud Veterans Affairs Healthcare System has a need for a new Employee Assistance Program (EPA) in compliance with State and Federal EPA guidelines.

The Government intends to make a single award with period of performance of approximately October 1, 2018 through September 30, 2019 with four (4) one year option periods to be exercised at the Government’s discretion.

The solicitation is scheduled to be issued on or about September 18, 2018 and will be issued via Fed Biz Opps Electronic Posting System at http://www.fedbizopps.gov. Offerors are responsible for checking the web site regularly to obtain amendments. Questions regarding this solicitation must be in writing to be received no later than 10 AM local time, September 20, 2018. Questions may be sent by email to: Robert.gamble@va.gov. No telephonic inquiries will be accepted.

Vendors are reminded that representatives from their company SHALL NOT contact VISN 23 personnel to request this RFQ during this solicitation process. All questions and concerns regarding this solicitation shall be directed to the Contracting Officer.

All responsible sources may submit a response, which if timely received, will be considered by The Department of Veterans Affairs, NCO23, Fort Meade, SD. This synopsis is for notification purposes only and does not constitute a solicitation for bids or proposals. Quotes must be signed and submitted in writing approximately by September 25 , 2018 at 10:00 AM local time; be in accordance with the solicitation instructions outlined in the solicitation; and be timely. No web based proposals or faxes will be accepted.

ALL DATES ARE TENTATIVE AT THIS TIME. Firm dates will be established and will be accurately shown on the issued Request for Quote.

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

656-18-4-1275-0408 36C26318Q9978 09-18-2018 ROBERT GAMBLE (robert.gamble@va.gov) 605.347.2511.7815 09-25-2018

MST

36C568 Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Fort Meade SD 57741 X X 624190 X N/A X Department of Veterans Affairs VA Black Hills HCS Fort Meade Campus 113 Comanche Rd.

Fort Meade SD 57741 36C568 Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Fort Meade SD 57741

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971

EMPLOYEE ASSISTANCE PROGRAM (EAP)

Important Notice to Offerors:

Review and follow INSTRUCTIONS TO OFFERORS in clause 52.212-1 Addendum.

Submit any questions written via e-mail; no telephonic questions will be accepted.

Incorporates the attached Wage Determination in Section D WD 15-4946 (Rev.-8 ) 07 /10/2018

LOCATION OF SERVICES IS ST. CLOUD VAMC

X X X 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: INSERT FIRM NAME, ADDRESS, PHONE, DUNS, TAX ID, GOVERNMENT CONTRACT NUMBER HERE

DUNS# ____________________

b. GOVERNMENT: Robert Gamble, Contract Specialist Department of Veterans Affairs VA Black Hills HCS Fort Meade Campus 113 Comanche Rd.

Fort Meade SD 57741

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 INVOICES: All invoices from the contractor shall be submitted electronically per 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2012) enclosed in section C of this document. (See Web site at http://www.fsc.va.gov/einvoice.asp.)

a. Under this contract, unless otherwise delegated in writing to the Contracting Officer’s Representative (COR), the Contracting Officer is the only person authorized to approve changes or modify any of the requirements. The contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitments or issue changes which will affect price, quantity, or quality of performance of this contract. In the event the contractor effects any such change at the direction, of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof. The Contracting Officer is responsible for the overall administration of the contract.

b. Representatives of Contracting Officers in accordance with VAAR 852.270-1, January 2008: The Contracting Officer reserves the right to designate representative(s) to act for him/her in furnishing technical guidance and advice or generally supervise the work to be performed under this contract. Such designation will be in writing and will define the scope and limitations of the designee's authority. A copy of the designation shall be furnished to the contractor.

QUOTERS MUS T COMPLEATE AND RETURN ALL INFORMATION DESIGNATED IN 52.212-1, INSTRUCTIONS TO QUOTERSS- COMMERCIAL ITEMS, PARAGRAPH b TO Robert.gamble@va.gov PRIOR TO THE TIME SPECIFIED IN BLOCK 8 OF SF 1449 IN ORDER TO BE CONSIDERED FOR AWARD

INSTRUCTIONS IN PROVIDING QUOTE

THIS SECTION IS FOR INSTUCTIONAL PURPOSES ONLY OF THE CONTENT WE WOULD LIKE TO KNOW ABOUT YOUR COMPANY. THIS SECTION IS NOT AN OUTLINE OF EVALUATION FACTORS. THE SPECIFIC EVALUATION FACTORS AND BASIS FOR AWARD ARE STATED IN CLAUSE 52.212-2.

1. Proposal Format: The preferred format is as follows:

1. Original Copy: Quotes must include in section A of this form, as a minimum, the name of the organization, Duns and Bradstreet Number, Cage Number, Federal Tax Identification Number, address, phone and fax numbers, and point of contract (POC) information (e.g., full name, phone number, and e-mail address).

1. The quote document should be submitted in a narrative form (minus the separately filled out schedule of items/price schedule), which should clearly address the below outlined bullets.

· Offeror’s capability statement

· Examples of at least three (3) projects of similar complexity completed in the last five years.

· The Offeror’s pricing proposal, indicating pricing on each and every line item listed in the price schedule. The Offeror’s DUNS number must be shown on the SF 1449.

1. Submission of the Proposal Completed Packet: Offerors shall electronically submit their quote package, and it must arrive on or before the day and time the quote is due to Robert.gamble@va.gov. Please include the name, address, and phone number of your company on each submittal.

Technical Questions: Offerors shall submit all technical questions regarding this solicitation to the Contracting Officer in writing via e-mail robert.gamble@va.gov. Verbal questions will not be addressed. All responses to questions, which may affect quotes, will be incorporated into a written amendment to the solicitation.

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

AMENDMENT NO DATE

B.2 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

36C26318Q9978

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Statement of Work

1. OBJECTIVE:

A. The St. Cloud VA HCS has a requirement and is soliciting quotes to provide an Employee Assistance Program (EAP) to employees of the VA HCS St. Cloud, MN.

B. The chief objective of the VAMC's EAP is to reduce problems an employee has in order to retain valued employees and to promote their emotional well-being and positive job performance. The VA believes that most personal problems can be dealt with successfully when identified early and referred to appropriate care.

C. Request quotes for an independent service to provide help in alcohol and drug abuse and biopsychosocial problems through assessment, short term counseling and referral. The individual can be seen up to one (1) hour (or more as necessitated by travel time or unusual circumstances) of excused absence for each counseling session, up to a maximum of eight (8) total hours, during the assessment/referral process.

D. The Saint Cloud VA HCS has approximately 1700 employees. The proposal will provide an annual cost that is all-inclusive for all services required by this solicitation. The proposal for fees will be based on usage by an estimated/projected utilization rate of 5% for diagnostic, counseling and referral services. Services shall include telephone and/or face-to-face consultations, referral contacts and follow-up. In addition, services shall include biannual supervisory training at the St. Cloud campus, attendance at employee meetings (up to 12) as requested, provision of promotional materials, and submission of quarterly reports and program evaluation.

2. EAP POLICY

A. The program is available to the following employees: Eligible employees include full-time or part-time employees having at least 12 months of Federal service (not necessarily recent or consecutive), not including service as an intermittent employee or as a temporary employee with a time limitation of one year or less. (NOTE: Military service outside of Federal employment is not Federal service and cannot be included when determining whether an employee has 12 months of Federal service. Military service with the National Guard and Reserves while employed with a Federal agency is Federal service and is included when determining whether an employee has 12 months of Federal service.) Temporary employees or employees that have been here on year or less may contact the STC VAHCS EAP liaison for assistance with EAP services.

B. All records and discussions of personal problems will be confidential and will not jeopardize an employee's job security, promotional opportunities or reputation. These records shall be kept by the designated counseling resource. Please refer to Section 4 for more detail.

C. Verification of usage will be accomplished through VA auditors or auditors suggested by contractor or independent auditors selected by the VA, ensuring confidentiality is maintained for the user.

D. A quarterly report will be provided by the Contractor as detailed in Exhibit A. A sample of Exhibit A is at the end of Section C.

E. Supervisors may use the program to obtain guidance when personal problems of subordinate staff may affect job performance, the efficiency of the service, or be related to activity contrary to law. It is the policy of the VA HCS to intervene only when problems affect job performance or reflect discredit to the VA HCS.

F. This program does not alter nor replace existing administration policy or contractual agreements, but serves to assist in their utilization.

3. PROGRAM REQUIREMENTS:

The EAP Contractor is expected to provide at a minimum, the following:

A. Diagnostic Services: Problem assessment visits and initial counseling directed toward identifying and assessing the complexity of personal problems which may affect job performance.

B. Short Term Counseling Services: Performed at the Contractor's main office or mutually agreeable site or method of communication (telephone, Video-Teleconference, or face-to-face) and directed towards clients whose problems can be addressed in one visit.

C. Referral Services: Motivational counseling and referral to competent care and follow-up directed toward appropriate community resources for employees whose problems warrant specialized and/or longer-term counseling.

D. Issues covering job dissatisfaction and/or work-related problems will be referred to the VA's EAP Coordinator.

E. Program Availability: Diagnostic and referral services will be available from the Contractor's main office.

F. Emergency (crisis capability with psychiatric/psychological back up) and after hours EAP calls must be responded to by a professional staff member on a 24-hour daily basis. Contractor to forward medical emergency calls to 911 when applicable.

G. Appointments shall be made so that the client will be seen within three (3) working days or sooner when appropriate.

H. Contracting staff providing this service will have a mental health or behavioral health background with expertise in employee assistance.

I. Additional Services: Contractor shall provide annually, two one-hour supervisory training sessions, on a broad range of employee health topics and all associated training materials. Contractor shall provide materials to familiarize employees and supervisors with services available through the EAP, and to enhance employee and supervisory understanding of how personal problems can affect job performance.

J. Contractor will provide the VA, quarterly update statistical reports and cumulative utilization data summarizing diagnostic and referral activity as indicated in Exhibit A. No identifying data on individual employees will be provided the VA unless the employee would provide in writing in advance, an approved release for such information.

K. Upon request, Contractor shall provide the VA with program evaluation data obtained by Contractor through the seeking and evaluation of client and/or supervisory feedback of services rendered. Such evaluation must pertain to diagnostic and referral services provided as well as services provided by referral sources. This follow-up activity with clients and/or supervisors shall be conducted on a quarterly basis for one year following initial intake.

4. CONFIDENTIALITY OF RECORDS AND REFERRALS:

All records maintained in connection with the performance of employee counseling services are subject to the confidentiality regulations in Sections 523 and 527 of the Public Health Service Act. In addition, persons responsible for counseling and record maintenance functions are subject to these provisions and the stated penalties for violations.

EAP records are maintained under the authority of 5 USC 7361,7362,7901,and 7904, 42 USC 290dd-3 and 290ee-3. The records are covered by the Privacy Act of 1974, 5 US. 552a, and the VA system of records titled “VA Employee Counseling Service Program Records – VA” (68VA05). Included in the notice for that system of records are policies and practices for storing, retrieving, accessing, retaining, and disposing of records. The EAP records are subject to the following requirements:

· Records must be maintained on any VA employee who has been counseled for abuse of alcohol or drugs or personal or emotional health problems.

· Records should reflect whether initial contact was through self-referral or supervisory referral.

· Records are used to document the nature of the employee’s problem, progress, and when necessary, referral of the employee to community or private resources for treatment or rehabilitation.

· Records are to be maintained in file folders by employee name, in locked file cabinets, with access limited to the EAP staff.

If there is a breach in confidentiality, or if the employee identifies a conflict of interest, the contractor will be notified and all parties involved will strive to find a mutually agreeable resolution, which might include the assignment of an alternative counselor depending on the situation.

5. LEGAL RESPONSIBILITY:

A. All services are to be provided by the Contractor to employees without regard to age, race, ethnicity, religion, culture, language, physical or mental ability, socioeconomic status, sex, sexual orientation, and gender identity or expression. The Contractor is considered an agent of the Department of Veterans Affairs when providing services to employees as such, is bound by the same rules governing confidentiality of the Department of Veterans Affairs.

B. Fees paid by the Department of Veterans Affairs shall not be greater than the fees paid to the Contractor by any other referral source for the same service. Fees cannot be paid for services not authorized.

C. The Contractor agrees to save and hold harmless the Department of Veterans Affairs and its employees from any and all claims and liabilities of any type whatsoever and for damage to, loss or destruction of/on any property of a person, firm, corporation and/or other party; and for the injury or death of any person or persons which now or hereafter arise out of or result from or be in any way connected, directly or indirectly, with said provision of services or the performance of this agreement.

6. VA RESPONSIBILITIES:

To assure adequate acceptability and utilization of these diagnostic and referral services, the VA agrees to participate in program and employee education of the services available. Mailings to employees shall be at the prior approval of and expense of the VA.

7. PUBLISHING RESULTS:

None of the information or data gathered in connection with the services specified in this contract, or studies or materials based thereon or relating thereto, shall be publicized without the prior approval of an authorized official of the VA HCS.

8. GEOGRAPHICAL SERVICE AREAS:

A. It is the VA's desire to have available Counseling Services for all eligible employees.

B. The emphasis shall be to have Counseling Services within the Saint Cloud VAHCS including parent facility and associated 3 Community Based Outpatient Clinics (CBOCs) located in Alexandria, Montevideo and Brainerd, MN. Employees from the CBOCs will travel to St. Cloud for this service.

9. PRICE / COST SCHEDULE:

ITEM QUANTITY UNIT PRICE TOTAL COST

Base Year: For the period of September 28, 2018 to September 27, 2019:

1. Provide Employee Assistance Program for 12 Months @ $___________

Option Year One: For the period of September 28, 2019 to September 37, 2020:

2. Provide Employee Assistance Program for 12 Months @ $___________

Option Year Two: For the period of September 28, 2020 to September 27, 2021:

3. . Provide Employee Assistance Program for 12 Months @ $___________

Option Year Three: For the period of September 28, 2021 to September 27, 2022:

4. . Provide Employee Assistance Program for 12 Months @ $___________

Option Year Four: For the period of September 28, 2022 to September 27, 2023:

5. . Provide Provide Employee Assistance Program for 12 Months @ $___________

TOTAL COST OF ITEMS NOS. 1, 2, 3, 4, & 5 $_________________

EXHIBIT A

EMPLOYEE ASSISTANCE QUARTERLY PROGRAM REPORT

For the period of _______________ to________________ (Contract Expiration Date__________________________) Utilization:

_______________________ Total Employees covered

_______________________ Number of EAP clients

_______________________ Annualized utilization

Client Classification:

Manager/Supervisor ________________________

Union/Non-Union Employee ________________________

1. Total number of employees counseled (Continuing, reopened and new cases) ________ _________ ___________

2. Total number of new or reopened cases ________ _________ ____________

e. Number of employees not helped __________ ___________ ____________

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Base Year: Employee Assistance Program (EAP) services. QTY 1

OPTION YEAR ONE: Employee Assistance Program (EAP) services.

OPTION TWO :Employee Assistance Program (EAP) services

OPTION THREE: Employee Assistance Program (EAP) services.

OPTION FOUR: Employee Assistance Program (EAP) services.

Grand total_________________

B.4 DELIVERY SCHEDULE

ALL CLINS

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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.

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2018)

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

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

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

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

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

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

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

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

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (OCT 2016) (Pub. L. 109–282) (31 U.S.C. 6101 note).

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

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

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

[] (ii) Alternate I (NOV 2011) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (JAN 2011) of 52.219-4.

[] (13) [Reserved] [] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[] (iii) Alternate II (NOV 2011).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-7.

[] (iii) Alternate II (Mar 2004) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (NOV 2016) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2017) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (NOV 2016) of 52.219-9.

[] (v) Alternate IV (NOV 2016) of 52.219-9.

[] (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

[] (19) 52.219-14, Limitations on Subcontracting (JAN 2017) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[X] (21) 52.219-27,…