RFQ ATTACHMENT _PWS_ALL ACCESS - LEADERSHIP DEVELOPMENT TRAINING.pdf

36C10X21Q0290

COMBINED SYNOPSIS/SOLICITATION FOR COMMERCIAL ITEMS

1. GENERAL INFORMATION

Document Type: Combined Solicitation/Synopsis Solicitation Number: 36C10X21Q0290 Posted Date: 09/15/2021 Original Response Date: 09/22/2021 12:00 PM Eastern Current Response Date: 09/22/2021 12:00 PM Eastern Product or Service Code: U099 Set Aside: Unrestricted NAICS Code: 611430 – Professional and Management

Development Training is most appropriate for this requirement. Size standard is $12.0 million

Contracting Office Address Strategic Acquisition Center—Frederick (SAC-F) Department of Veterans Affairs 5202 President’s Court, Suite 103 Frederick, MD 21703

Description

(i) This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.6, “Streamlined Procedures for Evaluation and Solicitation for Commercial Items,” as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; “quotations” are being requested, and a written solicitation document will not be issued.

(ii) This solicitation is a request for quotations (RFQ) 36C10X21Q0290.

(iii) The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular FAC 2021-06.

(iv) All Access Leadership Development Training Courses for VHA Employees

(v) This first page is to be removed upon award and replaced with a SF1449 and table of contents.

Questions are due by 12 PM EST, September 17, 2021. Any questions received after this date may not be answered.

Name and contact information for information regarding the solicitation:

Wanda Y. Edwards, Contracting Officer, Department of Veterans Affairs, SAC-F, Wanda.Edwards@va.gov and Micah Kauzlarich at Carey.Kauzlarich@va.gov

All interested companies shall provide quotations for the following:

mailto:Wanda.Edwards@va.gov mailto:Carey.Kauzlarich@va.gov

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer 36C10X – Wanda Y. Edwards Strategic Acquisition Center - Frederick Department of Veterans Affairs 5202 Presidents Court, Suite 103 Frederick MD 21703

c. CONTRACTING OFFICER REPRESENTATIVE (COR): The COR will be identified under separate documentation (COR Delegation Letter) after award.

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

[ X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[ ] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly [ ]

b. Semi-Annually [ ]

c. Other [X] Monthly, after completion of deliverables.

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.

U.S. Department of Veterans Affairs Financial Services Center

(See Invoicing/Payment Instructions)

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

AMENDMENT NO. DATE

DEPARTMENT OF VETERAN AFFAIRS

STRATEGIC ACQUISITION CENTER-FREDERICK

CONTRACTOR INSTRUCTIONS

TUNGSTEN OB10/IPPS ELECTRONIC INVOICE SUBMISSION

FSC e-INVOICE PROGRAM THRU AUSTIN PORTAL

FSC MANDATORY ELECTRONIC INVOICE SUBMISSION FOR AUSTIN PAYMENTS

Vendor Electronic Invoice Submission Methods:

Contract/Task Order Number: TBD Purchase Order Number: TBD

Vendor Electronic Invoice Submission Methods:

Fax, email, and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted data transmissions below.

• VA’s Electronic invoice presentment and payment system-The FSC uses a third-party Contractor, OB10, to transition vendors from paper to electronic invoice submission. Please see OB10 contact information below to begin submitting electronic invoices, free of charge.

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

• The X12 EDI Web site (http://www.x12.org).

Vendor e-invoice Set-up information:

Please contact OB10 at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center in Austin, TX for payment processing. If you have questions about the e-invoicing program or OB10, please contact the FSC at the phone number or email address listed below.

• OB10 e-Invoice setup information: 1-877-489-6135

• OB10 e-Invoice email: VA.Registration@ob10.com

• FSC e-Invoice contact information: 1-877-353-9791

• FSC e-Invoice email: vafsccshd@va.gov

• http://www.fsc.va.gov/einvoice.asp

COMMUNICATIONS:

mailto:VA.Registration@ob10.com mailto:vafsccshd@va.gov http://www.fsc.va.gov/einvoice.asp

• https://www.federalregister.gov/articles/2012/11/27/2012-28612/va-acquisition-regulation-electronic-submission-of-payment-requests

• http://fcw.com/articles/2012/11/27/va-epayments.aspx?s=fcwdaily

• VAFSCFiscalSection101@va.gov or you can call 512-460-5401 https://www.federalregister.gov/articles/2012/11/27/2012-28612/va-acquisition-regulation-electronic-submission-of-payment-requests https://www.federalregister.gov/articles/2012/11/27/2012-28612/va-acquisition-regulation-electronic-submission-of-payment-requests http://fcw.com/articles/2012/11/27/va-epayments.aspx?s=fcwdaily mailto:VAFSCFiscalSection101@va.gov

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1.00 LT ____________ _____________

Report on Course Completion (Quantity Based on Usage) Delivery date is based on user completion

Contract Period: Base POP Begin: 09-30-2021 POP End: 09-29-2022

12.00 EA ____________ ____________

Provide monthly usage reports (1 per month) Delivery date based on user completion

Contract Period: Base

1.00 LT ____________ ____________

Course Catalog (Access) Quantity is unlimited, Delivery date is within 10 days of contract award

Contract Period: Base

0.00 EA ____________ ____________

Facilitator kits (instructor material) Delivery is within 10 days of contract award

Contract Period: Base

Participant kits (student material) Delivery is within 10 days of contract award

Contract Period: Base

30.00 EA ____________ ____________

(1-day) consultant service Delivery based on customer timelines

Contract Period: Base

Contract Period: Base POP Begin: 09-30-2021

5.00 EA ____________ ____________

(2-day) consultant services Delivery based on customer timelines

Contract Period: Base

5.00 EA ____________ ____________

(3-day) consultant services Delivery based on customer timelines

Contract Period: Base

1.00 EA ____________ ____________

Business Case Delivery within 30 days of contract expiration

Contract Period: Base

0.00 LT ____________ ____________

BASE YR TOTAL: $

Travel (OPTIONAL)

Contract Period: Base

Report on Course Completion (Quantity Based on Usage) Delivery date is based on user completion

Contract Period: Option 1 POP Begin: 09-30-2022 POP End: 09-29-2023

12.00 EA ____________ ____________

Provide monthly usage reports (1 per month) Delivery date based on user completion

Contract Period: Option 1

Course Catalog (Access) Quantity is unlimited, Delivery date is within 10 days of contract award

Contract Period: Option 1

Facilitator kits (instructor material) Delivery is within 10 days of contract award

Contract Period: Option 1

Participant kits (student material) Delivery is within 10 days of contract award

Contract Period: Option 1

(1-day) consultant service Delivery based on customer timelines Contract Period: Base

Contract Period: Option 1

(2-day) consultant services Delivery based on customer timelines

Contract Period: Option 1

(3-day) consultant services Delivery based on customer timelines

Contract Period: Option 1

Business Case Delivery within 30 days of contract expiration

Contract Period: Option 1

0.00 LT ____________ ____________

Travel (OPTIONAL)

Contract Period: Option 1

OPT YR. 1 TOTAL $

GRAND TOTAL __________$

B.3 PERFORMANCE WORK STATEMENT

LEADERSHIP DEVELOPMENT TRAINING COURSES

1.0 INTRODUCTION:

Employee Education System (EES) Support Division requires products and services to teach a course to multiple Veterans Health Administration (VHA) staff, both in-person and in virtual formats that are instructor-led and self-directed, on-demand. Rather than having to purchase each course and its necessary materials separately, EES-Support Division requires unlimited access to a course catalog not to exceed 400,000 employees and up to 40 VHA instructors.

EES Support Division desires that each student be assigned a “slot” that would allow them to take any of the catalog courses when they have the availability to do so.

2.0 SCOPE:

The Contractor shall provide all resources necessary including supervision, management, equipment, labor, and material, for all deliverables described herein, except as otherwise specified below.

3.0 PERIOD OF PERFORMANCE

The period of performance shall be one year and one 12-month option period. Performance shall begin 10 calendar days after contract award.

4.0 PLACE OF PERFORMANCE

Upon request of the COR, Contractor facilitation support will be conducted in-person and/ or virtually. All other work will be conducted by trained VHA employees on site and via virtual means.

4.1 HOURS OF OPERATION

The business hours of operation are Monday through Friday, 8:00 AM to 4:30 PM excluding federal holidays. Any work at the Government site shall not take place on Federal holidays or weekends unless directed by the Contracting Officer (CO).

There are ten (11) Federal holidays set by law (USC Title 5 Section 6103) that VA follows:

New Year's Day January 1 Juneteenth June 19 Independence Day July 4 Veterans Day November 11 Christmas Day December 25

Martin Luther King's Birthday Third Monday in January Washington's Birthday Third Monday in February Memorial Day Last Monday in May Labor Day First Monday in September Columbus Day Second Monday in October Thanksgiving Fourth Thursday in November

If any of the above falls on a Saturday, then Friday shall be observed as a holiday. Similarly, if one falls on a Sunday, then Monday shall be observed as a holiday.

4.2 CONTRACT TYPE:

This contract shall be a firm fixed price contract.

5.0 TRAVEL:

The Government anticipates minimal travel to perform the tasks associated with this effort.

Attachment A- List of possible travel destinations will be provided upon award.

Travel costs will be directly reimbursed by the Government. No general and administrative (G&A) or overhead shall be allowed unless indicated so in the price schedule. Travel within a 50-mile radius of the contractor’s facility and government locations are considered “local travel” and will not be reimbursed. Travel to and from work is consider the cost of doing business and shall not be reimbursed. Contractor shall perform travel outside the local travel radius required to complete the requirements of this PWS as authorized, in advance, by the COR and funded by the government. Travel costs will be paid in accordance with the Federal Acquisition Regulations (FAR) and Federal Travel Regulations (FTR) in effect at the time travel is taken.

The government will reimburse contractor for all appropriate costs associated with official travel.

Contractors performing official travel shall f ile a standard contract expense report (with receipts) upon completion of the travel.

6.0 TASK STATEMENT

6.1 The Contractor shall provide: all of VHA with unlimited access to their course catalog that provides various leadership and personal development based trainings that range from short f ive minute trainings to multiple day trainings; 30 (1-day) consultant service (expert facilitation of the contractors content, reinforcement coaching, and skill building); 5 (2-day) consultant services; 5 (3-day) consultant services, which are for face-to-face (F2F) or virtual Train the trainer courses.

6.2 Contractor facilitation support shall be provided to those organizations requiring Train-The- Trainer (TTT) support via face-to-face (F2F) or virtually. The Contractor shall:

a. Provide all required services at time of contract award or within 30 days for services that require scheduling, with no delays due to development.

b. Be able to offer each enrolled student all the course content at one basic per student fee. Once a student is enrolled in the contractors’ program, they must be able to use all the educational modalities in the program.

c. Prepare VHA instructors to teach courses and certify them to use the product, as Instructor-led courses will be taught by VA staff.

d. Provide VHA instructors the ability to purchase, via credit card or purchase order, course materials as independent purchases after the 12-month subscription ends.

e. Ensure online, self-directed courses be on-demand for 24 hours/7 days a week during the contract period to allow personnel to access content in alignment with the 24/7 schedule of a healthcare facility and as appropriate within their respective shift.

f. Provide an online tracking and reporting system that provides reports on what online courses have been completed by each learner.

g. Allow EES Support Division to have the ability to enroll students into the contractor’s program directly to allow them access to material.

h. Ensure courses are sorted by the competencies so that instructors can determine which courses address which competencies.

i. Provide suggested curricula of courses that can be taught together for students to learn a specific competency. For instance, a curriculum for a competency might include developmental assessments, on-demand online courses, instructor-led virtual courses, and instructor-led in-person courses that work together to teach a competency. This will allow instructors to use “ready-made” curriculum packages of different learning products without having to research what courses work together for a competency.

j. Provide consulting services/vendor support on how to use the educational products and technical support for problems that may arise for administrators, instructors, and students.

k. Ensure courses shall be based on adult learning principles, with heavy emphasis on student participation and active learning exercises.

l. Ensure courses include real-life examples to illustrate points. Any videos must teach principles, give real-life examples of concepts at work, and demonstrate how to implement the skills.

m. Allow the students and instructors to print their own handouts, workbooks, guides, and other materials required for the class.

n. Provide an option to purchase, via credit card, copies of ready-made handouts, workbooks, guides, and other materials required for the class when those are more feasible than printing our own.

o. Provide a comprehensive instructor guide and lesson plans that explain how to teach the course(s), gives timings for durations, provides an instructor script, and offers pictures of the slides that follow along with what is being taught in the lesson plan.

p. Ensure videos for instructor-led courses have at least 3 ways to access them:

a) Embedded videos in course PowerPoint slides

b) Online access to video files.

c) One set of DVDs’ for instructors to share when the other methods are not feasible.

q. Provide monthly usage and completion reports the first Friday of each month outlining the following elements for the month prior:

a. volume of participant access per VISN

b. frequently completed content

c. volume of administrative support

d. frequently asked questions and requests

e. additional service requests

f. VA instructor-led facilitation volume

6.3 REQUIREMENTS FOR COURSE MODALITIES AND FEATURES

6.3.1 On Demand, Online Courses

a. These shall be hosted on the contractor site and be online, asynchronous, and on demand for self-directed, independent learning by the student.

b. Shall include a wide variety of courses for leadership and personal development with various durations, including a substantial number that are less than 30 minutes in duration and some that are less than 60 minutes in duration. This is required to promote micro-learning for busy students and will allow us to tie self-directed learning to instructor-led courses.

c. Students shall have unlimited access to these courses during the contract period.

d. The contractor’s system shall provide reports on course completions.

e. Student shall have the ability to print job aids or handouts related to the concepts taught.

6.3.2 Instructor-led, Virtual Courses (Web-based)

a. Contractor must include all the materials, PowerPoint slides, handouts, workbooks, videos, polls, chat rooms, white boards, lesson plans, and any other instructional items required by the course on a pre-loaded virtual, online, instructor-led learning platform hosted on the contractor’s web site. An example would be a pre-loaded class on Adobe Connect that the virtual instructor would use to teach the course to virtual students.

b. Shall include course facilitation features that allow the instructor to move from each section of the course seamlessly, with slides, videos, and interactive activities, etc.

moving automatically with each section.

c. Each virtual course shall use good adult-learning principles, including interactive activities and exercises that keep the student engaged with the instructor during the course and reduce distractions and student multi-tasking on non-course tasks. For most class activities, the instructor shall be able to determine who has submitted an activity during class so that they call on the student by name.

d. The Contractor shall host the virtual classrooms and provide a web link that the student and instructor can use to access it.

e. VA will provide phone numbers for the audio portion of the course.

f. Shall include versions that run from 2 – 8 hours in duration.

6.3.3 Instructor-led, In-person Courses

a. Contractor shall provide all the materials, slides, handouts, workbooks, videos, polls, chat rooms, white boards, instructor guides, lesson plans, and any other instructional items required by the course to be taught in-person.

b. Shall include optional durations for courses with fully functioning lesson plans for each length. The greatest need is for 1-day versions.

c. Each course shall use good adult-learning principles, including interactive activities and exercises.

6.3.4 Certif ication for Instructors (Facilitators)

a. Shall provide on demand, asynchronous online certification for instructors on all the courses offered by contractor.

b. Online certif ication should include video examples of instructors teaching the course.

c. Instructors shall be able to teach all the courses offered by the contractor on which they are certif ied on an unlimited basis during the contract period.

6.3.5 Developmental Assessments

a. Contractor shall provide online, on demand, developmental assessments that allow student to assess how well they are applying the course concepts. These must be available to take before and after the courses to measure progress and allow instructors to use the results during class.

6.4 Information Technology (IT) requirement

a. All software provided within this contract shall be hosted on a non-VA external site.

b. All software provided within this contract cannot require use of social security numbers as an identif ier.

c. All software provided within this contract shall be compatible with VA firewall.

d. All software provided within this contract shall be compatible with VA systems.

e. All on demand training and web-based training must be 508 compliant.

6.5 Implementation Support

The contractor shall provide implementation support to work with the VHA client to:

a. Serve as Lead Administrator for the web-based architecture of the course catalog.

b. Identify clear, measurable success criteria at all levels of engagement.

c. Develop a learner and Designated Learning Officer (DLO) playbook for deployment of the solution, which is a guide describing the interaction and expectations between vendor and VHA DLO’s or Designated learning leaders.

d. Outreach to all facilities and divisions across the enterprise to ensure engagement and usage of this resource and content within the first 60 days of implementation.

e. Diagnose circumstances and determine the right combinations of content.

f. Map competencies specific to outcomes in alignment with VA’s strategic plan and priorities.

g. Provide templates and support for implementation to include learning journeys aligned to career path. For example, nurse managers, clinicians, voluntary service managers, etc.

h. Help orient facilitators to the platform and virtual certif ication.

i. Support completion of aforementioned monthly reporting outlining usage and value.

j. Lead quarterly and annual business reviews to review components of the monthly report, ensure alignment to strategy, highlight success and coordinate response to emerging issues and needs.

k. Build a business case to share with executives at the VISN and enterprise levels. At a minimum the business shall include:

• Quarterly level 1-4 evaluation of user groups

• Quarterly customer satisfaction metrics

7.0 DELIVERY SCHEDULE

Task Deliverable Quantity Delivery Date

6.2.q Report on course completion Based on usage

Based on user completion

6.2.q Provide monthly usage reports 1 per month First workday of the month

6.1 Course Catalog (Access) Unlimited Within 10ays of

contract award.

6.1 (1-day) consultant service 30 Based on customer timelines

6.1 (2-day) consultant services 5 Based on customer timelines

6.1 (3-day) consultant services 5 Based on customer timelines

6.5 Business Case 1 Within 30 days of

contract expiration

8.0 TASK ORDER QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

The contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with this PWS. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services.

The contractor’s quality control program is the means by which the work will be evaluated for compliance with the requirements of the contract.

The following assessment/inspection process will be conducted to determine if the contractor’s performance meets the performance standards contained in the contract.

Task Standards/AQLs Inspection Method Comments

6.1 Unlimited

Course Catalog Access

Ensure courses are available 24/7

Usage reports, which allow day-to-day usage and completions

AQL: 95% of the time

Performance will be documented annually as part of the contractor performance review in the Contractor Performance Assessment Reporting

(CPAR)

System

6.2 Facilitation

Support

Provide resolutions to problems as requested

AQL: 90% of the

Random customer surveys will be provided to customers and include a question regarding support request.

Survey results will provide insight on resolution to request ratio.

6.3 On

Demand, Online Courses

Ensure courses are available when needed

AQL: 99% of the question regarding availability.

availability to request ratio.

6.3 Instructor-

led, Virtual Courses (Web-based)

Ensure course are available when needed

AQL: 99% of the question regarding availability.

availability to request ratio.

6.5 Business

Case

Ensure Business Case reflects customer usage and completion

AQL: 99% of the time

Evaluation of Business Case that results in:

• Quarterly level 1-4 evaluation of user groups

• Quarterly customer satisfaction metrics

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS (OCT 2018)

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

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

and

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, f ires, f loods, 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 Identif ication 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 notif ied 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 f inancing or invoice payment or that the Government has otherwise overpaid on a contract f inancing or invoice payment, the Contractor shall—

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

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

2000)

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

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed two (2) years.

(End of Clause)

C.4 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

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

[X] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[X] 852.233–71, Alternate Protest Procedure.

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

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[X] 852.270–1, Representatives of Contracting Officers.

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

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

[] 852.273–74, Award without Exchanges.

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

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause)

C.5 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING

AND COMPLIANCE (JUL 2018)

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

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

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor compliance with the subcontracting commitments.

(End of Clause)

C.6 VAAR 852.219-76 SUBCONTRACTING PLANS MONITORING AND

COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-9, Small Business Subcontracting Plan, and VAAR 852.219-9, VA Small Business Subcontracting Plan Minimum Requirement.

(b) Accordingly, any contract resulting from this solicitation will include these clauses, unless the contract is awarded to a small business concern. The Contractor is advised in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing the Contractor's compliance with the plan, including reviewing the Contractor's accomplishments in achieving the subcontracting goals in the plan.

To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor compliance with the subcontracting plan.

(End of Clause)

C.7 VAAR 852.219-71 VA MENTOR-PROTÉGÉ PROGRAM (DEC 2009)

(a) Large businesses are encouraged to participate in the VA Mentor-Protégé Program for the purpose of providing developmental assistance to eligible service-disabled veteran-owned small businesses and veteran-owned small businesses to enhance the small businesses' capabilities and increase their participation as VA prime contractors and as subcontractors.

(b) The program consists of:

(1) Mentor firms, which are contractors capable of providing developmental assistance;

(2) Protégé firms, which are service-disabled veteran-owned small business concerns or veteran-owned small business concerns; and

(3) Mentor-Protégé Agreements approved by the VA Office of Small and Disadvantaged Business Utilization.

(c) Mentor participation in the program means providing business developmental assistance to aid protégés in developing the requisite expertise to effectively compete for and successfully perform VA prime contracts and subcontracts.

(d) Large business prime contractors serving as mentors in the VA Mentor-Protégé Program are eligible for an incentive for subcontracting plan credit. VA will recognize the costs incurred by a mentor firm in providing assistance to a protégé firm and apply those costs for purposes of determining whether the mentor firm attains its subcontracting plan participation goals under a VA contract. The amount of credit given to a mentor firm for these protégé developmental assistance costs shall be calculated on a dollar-for-dollar basis and reported by the large business prime contractor via the Electronic Subcontracting Reporting System (eSRS).

(e) Contractors interested in participating in the program are encouraged to contact the VA Office of Small and Disadvantaged Business Utilization for more information.

(End of Clause)

C.8 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)

FAR

Number

Title Date

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS

AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS

JUN 2020

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON

POSTCONSUMER FIBER CONTENT PAPER

MAY 2011

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

52.227-14 RIGHTS IN DATA—GENERAL MAY 2014

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

DEC 2013

852.242-71 ADMINISTRATIVE CONTRACTING OFFICER OCT 2020

(End of Addendum to 52.212-4)

C.9 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(JAN 2021) (JUL 2020) (DEVIATION)

(a) The Contractor shall comply…