VA250-17-Q-1148-005.docx

VA250-17-Q-1148

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

VA250-17-Q-1148

02-23-2018 Michelle C. Ford 734-222-7151 03-12-2018 3:00 pm (EST) 36C250 Department of Veterans Affairs Network Contracting Office 10 P.O. Box 429 Ann Arbor

MI

48106 X 624120 $11 Million X N/A X 36C250 Department of Veteran Affairs VA Medical Center (90 CSC) 1481 West Tenth Street Indianapolis

IN

46202 36C250 Department of Veterans Affairs Network Contracting Office 10 P.O. Box 429 Ann Arbor

MI

48106

Department of Veterans Affairs Financial Management System PO Box 149971 Austin

TX

78714-9971 877-353-9791 512-460-5540 Adult Day Health Care Services for the VA Northern Indiana Health Care System, in accordance with the Statement of Work (SOW) and Price Schedule in Section B.

Required catchment area is Elkhart or St. Joseph Counties.

The Government intends to award one or more Indefinite Delivery, Indefinite Quantity (IDIQ) Contract for one, five year ordering period: 04-05-2018 thorugh 04-04-2023 Please see Section E – Solicitation Provisions ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS

—COMMERCIAL ITEMS

This procurement is being conducted in accordance with the Simplified Acquisition Procedures in FAR Part 13 and the procedures in VAAR 873, under the authority of 38 USC 8153.

X X one(1) 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: _________________________________________________ Address: _______________________________________________ City, State, Zip Code: _____________________________________ Point of Contact (POC): ___________________________________ POC Email address: ______________________________________ POC Telephone Number: __________________________________ DUNS No.: ______________________________________________

b. GOVERNMENT: Contract Specialist-Michelle C. Ford (734) 222-7151/Fax: (734) 845-3268 Department of Veteran Affairs Network Contracting Office 10 P.O. Box 492 Ann Arbor, MI 48106 Michelle.Ford2@va.gov

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted to the VA facility authorizing admission of the patient;

VA Northern Indiana Healthcare System Social Work Service #122 1700 East 38th Street Marion, IN 46953

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

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

This solicitation includes VAAR 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, and VAAR 852.215-71, Evaluation Factor Commitments. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO 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. 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 compliance with the subcontracting commitments.

B.3 PRICE SCHEDULE

The per diem rate(s) will apply throughout the term of this contract, including extension period(s). The rate(s) may be adjusted only to reflect a change in a Medicaid rate as authorized by the SMA (State Medicaid Authority). Adjustments will occur no more frequently than those issued by the CIH Waiver and FSW (Community Integration and Habilitation Waver and Family Supports Waiver) http://in.gov/fssa/files/Medicaid_Waiver_Rates_AD_and_MFP-AD_2014.pdf

The contractor shall provide adult day health care for eligible veterans of the Northern Indiana Health Care System, Indianapolis Indiana with in accordance with all terms, conditions, provisions and requirements listed herein.

The total guaranteed minimum for the contract is eight (8) hours to be paid within the first year of award of the contract. The contract maximum is $288,000.00. Any changes in pricing will be solely due to change in the Medicaid ADHC Rate/Waiver Letter.

It is impossible to determine the exact or estimated amount that shall be expended under this contract. It is understood that the VA under this contract shall incur no obligation until the VA Case Manager through his/her VA Contracting Officer’s Representative (COR) designee issues an authorization for a specific beneficiary, and an order is placed.

PLEASE QUOTE A PRICE FOR EACH LEVEL OF CARE AS LISTED BELOW:

1000. Ordering Period of April 5, 2018 through April 4, 2023:

DESCRIPTION OF CARE PER DIEM RATE

1000.1 Basic Level Care as stated in SOW 1 Hour _______________

1000.2 Basic Level Care as stated in SOW ¼ Hour _______________

1000.3 Transportation (within 15 mile radius of ADHC) 1 Way Trip ________ 1 Round Trip ________

1000.4 Transportation (outside 15 mile radius of ADHC) 1 Way Trip ________ 1 Round Trip ________

B.4 STATEMENT OF WORK

1. Adult Day Health Care (ADHC) shall be furnished to beneficiaries for whom such care is specifically authorized by the VA Northern Indiana Healthcare System. It is understood that the type of patient to be cared for under this contract shall receive these services as a substitute for institutionalization. The purposes of providing ADHC are: to enable functionally impaired individuals to reside in supportive home environments rather than in nursing home care facilities; to facilitate the return of veterans to their home and coordinate long term care thereby reducing re-admissions to hospitals and nursing homes; to maintain the eligible veteran at the highest level of functioning possible; to improve the quality of life for the participant; and to provide support for the family and other caregivers of eligible veterans. The care provided shall include: nursing, social work services, assistance with activities of daily living, activity therapy, case management, nutrition service including meals and transportation.

The Contractor’s facility shall be located in one of the following counties: Elkhart or St. Joseph Counties for whom such care is specifically authorized by the Department of Veterans Affairs (herein called VA), in order to service veterans residing in the area.

The staffing ratio for an adult day care facility shall be 1 staff person for every 4 to 6 patients.

The ADHC Program shall meet the VA Standards for ADHC as promulgated VHA Handbook 1141.03 and U.S.C. 38, Part II, Chapter 17. https://www.va.gov/vhapublications/ViewPublication.asp?pub_ID=2086

a. Unless specifically excluded in this contract, the per diem rate established shall include the services listed above and shall also include all services or supplies normally provided other patients by the facility without extra charge.

b. If the VA and the ADHC Provider agree that the VA shall provide services under U.S.C. 38, Part II, Chapter 17: Subchapter I – General, 1710B Extended Care Services (http://www.gpo.gov/fdsys/pkg/USCODE-2011-title38/pdf/USCODE-2011-title38-partII-chap17.pdf) , the agreement shall be incorporated into the contract and either the per diem rate shall be re-established, or direct payment made to the United States to reflect the full cost of the VA’s contribution.

2. Absences of the patient from the ADHC Provider shall not be reimbursed.

3. It is agreed that the ADHC Provider shall notify the authorizing VA hospital immediately when a medical emergency requiring re-hospitalization occurs. It is agreed that the veteran shall be readmitted to an appropriate VA facility. When such readmission is not feasible because of the nature of the emergency, it is agreed that hospitalization in a non-Federal hospital shall be accomplished provided that VA authorization is obtained. If hospitalization of a non-emergency nature is required, it is agreed that readmission to the VA hospital shall be accomplished promptly.

4. The ADHC Provider agrees and warrants that it does not maintain nor provide dual or segregated patient facilities which are segregated on the basis of race, creed, color or national origin. The ADHC Program shall neither require such segregated use by written or oral policies nor tolerate such use by local custom. The term “facilities” shall include but not be limited to rooms, wards, sections, eating areas, drinking fountains, and entrances.

5. The ADHC shall agree to accept referral of and to provide all services specified in this contract for any person determined eligible by the Chief Medical Director or his/her designee, regardless of the race, color, religion, sex or national origin (unless otherwise indicated as an exception) of the person for whom such services are ordered. In addition, the ADHC Provider warrants that subcontracting shall not be resorted to as a means of circumventing this provision.

6. It is agreed that the VA shall readily have access to all medical records concerning the veteran’s care in the ADHC Provider. It is agreed that duly authorized representatives of the VA shall provide follow-up supervision visits to veterans placed to assure that continuity of care and to assist in the veteran’s transition back into the community. It is understood that these visits do not substitute nor relieve the ADHC Provider in any way of the responsibility of the daily care and medical treatment of the veteran.

7. It is understood that the beneficiary shall be provided ADHC at the expense of the VA for a period not in excess of 365 days or whatever is stated in the treatment plan received from the VA, unless an extension of the authorization is provided in writing by the appropriate VA facility or Contracting Officer.

8. It is agreed that the ADHC Provider shall document a report each month on the attendance, medical, functional and psychosocial status of beneficiaries receiving care under the contract. The ADHC provider shall also submit to the VA along with a monthly invoice for beneficiaries receiving care under the contract.

9. It is understood that payments made by the VA under this contract shall constitute the total cost of ADHC. The ADHC shall agree that no additional charges shall be billed to the beneficiary or his/her family, either by the ADHC Provider or any third party furnishing services or supplies required for such care, unless and until specific prior authorization in writing is obtained from the Contracting Officer or the VA Facility that authorized placement.

10. The ADHC Provider warrants that all applicable fire laws shall conform to the standards of the current National Fire Protection Association (NFPA) life Safety Code #101 and shall provide sufficient staff to assist patients in the event of a fire or other emergency. The contractor shall certify that their ADHC facility is in compliance with all applicable fire laws and that there are no recommendations of fire officials which have not been resolved.

11. It is impossible to determine the exact or estimated amount which shall be expended under the contract. It is understood that no obligation shall be incurred by the VA under this contract until authorizations are issued for ADHC for specific beneficiaries. The VA shall make payment on a timely basis for services rendered in accordance with such authorization upon receipt of billings submitted by the ADHC Provider at the completion of each month’s services. If a beneficiary is admitted to and discharged from the ADHC Provider on the same calendar day, payment shall be made for one day.

A. Neither the beneficiary, his/her insurer, nor any other third party shall be billed. Invoices shall be submitted to the VA facility authorizing admission of the patient.

VA Northern Indiana Healthcare System Social Work Service #122 1700 East 38th Street Marion, IN 46953

B. Submission of Invoices shall be submitted, by the fifteenth (15th) calendar day of each month for services performed under the contract during the previous month. All invoices shall include the following information:

a. Name, telephone number, and address of Contractor.

b. Invoice date.

C. You may use email, the telephone, or fax machines to communicate with patients and other health care professionals using appropriate safeguards to protect patient privacy. To review additional information on this topic, http://www.hhs.gov/ocr/privacy/hipaa/faq/disclosures/482.html on the HHS website.

D. The Security Rule does not expressly prohibit the use of email for sending e-PHI. However, Appendix A of VHA Handbook 1605.05 requires Individually-identifiable health information (IIHI) must be transmitted via secured/encrypted whenever faxed or e-mailed. The standards for access control (45 CFR § 164.312(a)), integrity (45 CFR § 164.312(c)(1)), and transmission security (45 CFR § 164.312(e)(1)) require covered entities to implement policies and procedures to restrict access to, protect the integrity of, and guard against unauthorized access to e-PHI. The standard for transmission security (§ 164.312(e)) also includes addressable specifications for integrity controls and encryption. This means that the covered entity must assess its use of open networks, identify the available and appropriate means to protect e-PHI as it is transmitted, select a solution, and document the decision. The Security Rule allows for e-PHI to be sent over an electronic open network as long as it is adequately protected.

12. Services shall include the following:

a. Health Education Programs

b. Arts and Crafts

c. Social Group opportunities

d. Music appreciation

e. Exercise Programs

f. Current events/reality orientation groups

g. Recreational therapy

h. Movies/games

i. Group outings

j. Lunch and two snacks

Additionally, the center shall provide varying degrees of case management health assessment, (i.e., care planning, arranging for services, monitoring services and periodic reassessment), nutritional education, therapeutic diets, transportation services, and counseling. These services are to be provided during two (2) visits per week.

13. The institution shall meet all Federal, State and Local Laws, regulations, and codes pertaining to health and safety such as provisions regulating:

a. Construction, maintenance, and equipment;

b. Sanitation, and

c. Buying, dispensing, safeguarding, administering, and disposing of medications and controlled substances.

14. The institution shall have the capability (including sufficient qualified staff) to provide:

a. Medical services including a medical director at least on a consulting basis and the provision of direct patient care.

b. There shall be at least one licensed practical nurse on duty during the critical period of operation with the services of a Registered Nurse to provide ongoing nursing assessments and skilled nursing care as needed or there shall be a Registered Nurse on duty four hours per day during the critical period of operation. In addition, there shall be sufficient licensed practical nurses and/or nursing assistants to provide supportive nursing care and assistance in daily program activities.

c. Social services provided by a qualified social worker.

d. Assistance for daily living including bathing, feeding, toileting, ambulation, and transferring.

e. Case management.

f. Nutrition services include regular meals, and be able to accommodate special diets.

g. Recreation therapy.

h. Transportation to and from home, and

i. The maintenance of individual client records.

15. These records shall include a treatment plan, periodic reevaluation, progress notes, discharge summaries, and other usual and customary information normally included in a client’s record.

16. Joint Commission Guidelines Where the contract does not require Joint Commission (JC) accreditation or other regulatory requirements regarding worker competency, the Contractor shall perform the required work in accordance with JC standards. The contractor shall develop and maintain the following documents for each Contractor employee working on the contract: credentials and qualifications for the job; a current competence assessment checklist (an assessment of knowledge, skills, abilities and behaviors required to perform a job correctly and skillfully; includes knowledge and skills required to provide care for certain patient populations, as appropriate.); a current performance evaluation supporting ability of the Contractor employee to successfully perform the work required in this solicitation; and listing of relevant continuing education for the last two years. The Contractor shall provide current copies of these records at the time of contract award and annually on the anniversary date of contract award to the VA COR, or upon request, for each Contractor employee working on the contract.

17. PATIENT RECORDS: Provisions shall be made for VA Staff to review veteran patient records upon request. Release of information on all VA patient records shall be initiated by the adult day care upon admission to program. Contract shall secure all patient records and related patient data created by the contractor.

18. Prior to award and yearly thereafter, an inspection team for the VA Northern Indiana Health Care System shall have the right to inspect the Contractor’s ADHC facility/program and all appurtenances by authorized representative(s) designated by the VAMC to determine whether acceptable standards are maintained and that adequate care is being rendered. During the term of this IDIQ, all inspections shall be carried out by an interdisciplinary team consisting of a Social Worker, Registered Nurse, Dietitian, and Fire Safety Specialist.

If deficiencies are noted during any inspection, the Contractor shall be advised of the inspection team’s findings and given a reasonable time (30 days) to take corrective action. Any deficiencies shall be documented and shall be corrected within the (30 day) timeframe or whenever specified by the inspection team. The Contractor shall notify the Contracting Officer when correction(s) have been made. However, if inspection deficiencies are found prior to award of the contract, the contract shall not be awarded until noted deficiencies have been eliminated/resolved.

Follow-Up Supervision Visits with duly authorized representatives of the VAMC shall provide follow-up supervision visits to veterans placed in the Contractor’s ADHC facility to assure the continuity of care and to assist in the patient’s transition back into the community. It is understood that these visits do not substitute nor relieve the ADHC program in any way of the responsibility for the daily care and medical treatment of the veteran.

VA250-17-Q-1148

Evaluation by the inspection team shall evaluate the quality of professional and administrative services provided, but retains no control over the medical/professional aspects of services rendered (e.g., professional judgments, diagnosis for specific medical treatment) in accordance with FAR 37.401(b).

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) System for Award Management (SAM).

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

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

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

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

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

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from April 5, 2018 through April 4, 2023.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 4 hours, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of 176 hours;

(2) Any order for a combination of items in excess of 704 hours; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after April 5, 2023.

(End of Clause)

C.5 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 9/30/2018. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond 9/30/2018, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.6 VAAR 852.203-70 COMMERCIAL ADVERTISING (JAN 2008)

The bidder or offeror agrees that if a contract is awarded to him/her, as a result of this solicitation, he/she will not advertise the award of the contract in his/her commercial advertising in such a manner as to state or imply that the Department of Veterans Affairs endorses a product, project or commercial line of endeavor.

(End of Clause) C.7 VAAR 852.203-71 DISPLAY OF DEPARTMENT OF VETERAN AFFAIRS HOTLINE POSTER (DEC 1992)

(a) Except as provided in paragraph (c) below, the Contractor shall display prominently, in common work areas within business segments performing work under VA contracts, Department of Veterans Affairs Hotline posters prepared by the VA Office of Inspector General.

(b) Department of Veterans Affairs Hotline posters may be obtained from the VA Office of Inspector General (53E), P.O. Box 34647, Washington, DC 20043-4647.

(c) The Contractor need not comply with paragraph (a) above if the Contractor has established a mechanism, such as a hotline, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports.

(End of Clause)

C.8 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

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

(End of Clause)

C.9 VAAR 852.237-7 INDEMNIFICATION AND MEDICAL LIABILITY INSURANCE (JAN 2008)

(a) It is expressly agreed and understood that this is a non- personal services contract, as defined in Federal Acquisition Regulation (FAR) 37.101, under which the professional services rendered by the Contractor or its health-care providers are rendered in its capacity as an independent contractor.