Solicitation PWS - Clauses and Provisions.pdf

PERFORMANCE WORK STATEMENT (PWS)

Mortuary Services for Unclaimed Remains

1.0 GENERAL.

The Central Alabama VA Health Care System (CAVHCS) located at 215 Perry Hill Road, Montgomery Alabama 36109 requires mortuary services for deceased Veterans. The Contractor (servicing funeral home) shall provide facilities, equipment, licensed personnel, motor vehicles, and furnish professional services and requirements, supplies, caskets, urns, outer shipping containers, transportation, and perform hygienic practices necessary to support the handling and transportation of unclaimed remains. This requirement does not cover, and is not applicable to, deaths where the Veteran’s Next-of-kin (NOK) authorized to direct disposition of human remains, or where the person with authority to effect disposition of remains elects to make all arrangements for the disposition of human remains.

2.0 SCOPE.

The Contractor shall provide the facilities, professional services, management, labor, tools, supplies, equipment, and transportation necessary to provide mortuary services for deceased veterans on an as needed basis as described herein. All work (except cremation) will be at the Contractor’s funeral home accomplished within a 125-mile driving radius (area of performance) of CAVHCS and its facilities. The Contractor shall comply with the Department of Veterans Affairs (VA) requirements and specifications and all federal, state, and local health laws, statutes, and regulations in the performing services identified in this Performance Work Statement (PWS).

2.1 Period Of Performance:

The term of this requirement will be for one base year with four, one-year option periods. The tentative period of performance is as follow:

Base Year: 11/1/2024 – 10/31/2025 Option Year 1: 11/1/2025 – 10/31/2026 Option Year 2: 11/1/2026 – 10/31/2027 Option Year 3: 11/1/2027 – 10/31/2028 Option Year 4: 11/1/2028 – 10/31/2029

2.2 Service Estimates: Based on historical data, the Government anticipates an estimated 10 each Mortuary Services/Burials Yearly. Workload or quantity increases or decreases are possible during the life of the contract. Except as may be otherwise stated, if the Government’s requirements do not result in orders in the quantities described as "estimate" or "maximum", that fact shall not constitute the basis for an equitable price adjustment.

3.0 PERFORMANCE REQUIREMENTS. The Contractor shall furnish the materials ordered and perform the services processing, classification, restoration, preparation, dressing, and embalming/preservation of remains requested by the Contracting Officer Representative (COR) or designated representative (DR) as specified when the order is placed.

3.1 Time allotted to perform: The Contractor shall respond to the request by picking up the remains within 3-5 hours of the request, depending on the location of the remains.

The Contractor shall transport the remains to the Contractor’s facility and prepare the remains for disposition. The Government will provide the Contractor with clothing for the remains as well as a United States Flag for burials.

3.1.1 Following the burial preparation, the remains and casket will be inspected by the COR or DR. Remains shall be available for Government inspection within 72 hours of the call for pickup.

3.1.2 Within 24 hours of the successful inspection by the Government, the

Contractor shall contact the National Cemetery to schedule a burial appointment. The contractor shall transport and deliver the remains to the National Cemetery at the appointed date and time for the burial.

3.1.3 The transfer of the remains to the cemetery as indicated by a written transfer

(chain of custody/release of remains document) constitutes delivery and shall be provided to the COR or designee within 24 hours of completion of burial.

3.1.4 Submittal of the chain of custody/release of remains document and all required documents (section 3.6 of PWS) constitutes completion of the order.

3.2 Permits/License: The Contractor shall provide proof of license for the establishment and funeral home director(s), prior to commencing any work under this contract and as renewed. Contractor will provide the necessary transit permit. Permits covering burial, cremation, or removal of the body are to be secured and paid for by the Contractor.

3.3 Preparation of Remains: Each remain, viewable and non-viewable, requires variation in the embalming treatment to accomplish the optimum results. Preparation of remains shall be appropriate for the disposition services requested (burial or cremation) and in accordance with local and state policies and standards. Remains shall be bathed unless when it is impossible due to the condition of the remains. The hair and nails shall be washed and groomed. The mouth shall be securely closed to form a natural expression and ensure eyelids are prepared to prevent wrinkling and a sunken appearance of the eyes. The use of cosmetics shall be applied only to produce natural color and texture. Unless determined otherwise by the VA, and so indicated at the time the funeral arrangements are made, the deceased will be dressed and buried in clothing furnished by the VA, the funeral director will furnish appropriate underclothing and hose.

3.3.1 Casketing: Remains shall be placed in the casket in a manner that will create an appearance of rest and composure and ensure maintenance of position during transit. The casket, at a minimum, should be sufficient strength to support the weight of an adult human body. Cardboard or pressed paper or similar materials are not acceptable. The pillow shall be turned over and a clean piece of cloth placed over the face. The casket shall be of sufficient size to prevent the appearance of crowding and cramping the remains.

3.3.2 Cremation (Inurnment) Services: When ordered by the COR or DR, this service shall include making the necessary arrangements with the crematorium and furnishing a suitable urn for the cremated remains. Suitable Urn shall be durable and sealed, not leaking. Material, such as, plastic, metal, wood, ceramic/stone, or other durable materials are acceptable.

3.4 Transport and Storage of Remains: The Contractor is responsible for ensuring personnel used to transport remains have a valid state driver’s license to operate in the state transport is conducted.

3.4.1 The Contractor shall transport remains from the place where death occurs, from where remains are released by convening medical authority, or from any place designated by the COR or DR to the place where preparation of remains, cremation, and burial/interment are to be performed.

3.4.2 The transport vehicle must be a funeral coach, or appropriate first-call vehicle equipped for transporting human remains. All Contractor vehicles utilized for this requirement must be insured and maintain a current state vehicle registration.

3.4.3 The Contractor shall have adequate storage space to hold and store

(refrigeration) the remains until burial arrangements are confirmed.

3.4.4 If autopsy transport services are required, as determined by the VA, autopsy transport services will be specifically requested at the time services are requested/ordered.

3.5 Burial Services: The COR or DR will advise the Contractor of the veteran’s preference for cremation or body burial. If no preference is given by the veteran, the preference shall be burial.

3.5.1 Interment/Burial. Mortuary services ordered by the VA will specify the National

Cemetery for the interment at the time services are requested and mutually satisfactory arrangements will be made regarding the services requested.

3.5.2 The VA will notify the cemetery office of beneficiary death and expected interment, and the Contractor will follow up with the cemetery office provided by the Government. The Contractor will notify the COR/DR of anticipated burial arrangement. The burial plot, the marker, and services for opening and closing the grave, and placing the marker, will be furnished by the VA.

3.5.3 United States (US) Flag: The Contractor will ensure that a U.S. Flag

(furnished by the VA) accompany and drape the casket at the time of funeral/interment service. The remains shall be carefully and professionally placed in the type of vehicle authorized by the VA.

3.6 Documents: The preparing contract facility representative shall obtain the necessary permits, licenses, and documentation issued by legal authority to inter, cremate, or transport remains (e.g. Burial/Transit Permits) and provide one copy to the COR prior to commencing services. The Contractor shall submit the necessary information and documents to the legal authority that is authorized to issue death certificates.

3.6.1 The Contractor shall obtain 5 certified copies of the final death certificate from the issuing authority, and shall provide them within 10 business days of being issued to the COR. In the event a supplemental or amended death certificate is issued, the preparing contract facility representative shall provide 5 copies of the final death certificate to the COR within 10 business days of being issued.

3.6.2 The Contractor representative shall provide 2 copies of any other official document(s) issued in conjunction with the death (e.g., medical examiner cremation authorization certificate, cremation certificate) to the COR.

3.7 Hygienic Standards: The preparing mortuary facility shall employ universal precautions, protective equipment, and other hygienic measures and techniques designed to accomplish concurrent and terminal disinfection and decontamination of the preparation room, dressing, and shipping areas, IAW applicable laws, regulations, ordinances, and codes.

3.8 Ethical Standards: The contractor is expected to perform the work in such a manner as to ensure services of the highest type, and thus eliminate any possibility of warranted criticism of the VA. In agreeing to perform mortuary services as required by the VA, the Contractor agrees that there will be no discrimination in types of cases handled because of race, gender, creed, or national origin of the deceased.

3.9 Deliverables/Tasks.

3.9.1 Preparation of Remains. Includes PWS section(s) 3.1 and 3.3

3.9.2 Transport and Storage Services. Includes PWS section(s) 3.1 and 3.4

3.9.3 Burial Services. Includes PWS section(s) 3.5 and 3.1

3.9.4 Documents. Includes PWS section(s) 3.1, 3.2, and 3.6

4.0 QUALIFICATIONS:

4.1 The Contractor funeral home is licensed to conduct and provide funeral (mortuary) services IAW State or Territory laws; possess a business license IAW local laws; and employs licensed funeral directors and licensed embalmers IAW State or Territory laws.

4.2 Establishment and persons performing services must not have any disciplinary action by a regulatory agency or licensing authority regarding the services under this requirement.

4.3 Hygienic Compliance with Federal and State laws: The preparing mortuary facility shall employ industry precautions, protective equipment, and other hygienic measures and techniques designed to accomplish concurrent and terminal disinfection and decontamination of the preparation room, dressing, and shipping areas, IAW applicable laws, regulations, ordinances, and codes.

5.0 INVOICES

Invoices must be submitted electronically, in arrears, and must contain the appropriate details to include purchase order number, contract line-item number for the services provided, specific description of the services being billed, quantity and dates of services.

Vendor Electronic Invoice Submission Method. Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests. The VA Financial Service Center (FSC) uses a third-party contractor, Tungsten Network (Formerly OB10), to transition vendors from paper to electronic invoice submission.

Vendor e-Invoice Set-Up Information. To register a new account Tungsten Network account to submit an invoice, you can register here at: https://registration.tungsten-network.com/start. After creating your account, please verify it through the verification email that will be sent to you. If you have question about the e-invoicing program or Tungsten e-invoicing, please contact Tungsten Network and the FSC at the phone numbers or email address listed below:

• Tungsten Network e-Invoice set-up and support: 1-877-489-6135

• FSC e-Invoice Contact Information: 1-877-353-9791

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

Additional Support. Tungsten online help center at Help Center contain articles, videos, and tutorials on getting set-up and submitting invoices. You can also view the guide at “How to create an invoice” for additional self-help options.

6.0 QUALITY CONTROL. The Contractor shall establish a complete quality control program to ensure the requirements of the contract are provided as specified. One copy of the Contractor’s Quality Control Program shall be provided to the Contracting Officer within 10 days of contract award. Provide an updated copy to the COR or DR on the contract start date and as changes occur. The program shall include, but not be limited to, the following:

6.1 An inspection system covering the services specific areas to be inspected on a scheduled or unscheduled basis and the title of the individual who will do the inspection. A facility inspection shall be conducted a minimum of once yearly.

6.2 A method for identifying deficiencies in the quality of services performed before the level of performance is unsatisfactory.

6.3 A file of all inspections conducted by the contractor and corrective actions taken. The file shall be made available to the Government during the term of the contract.

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6.4 Performance Evaluation Meetings. The manager or owner shall meet with the COR and Contracting Officer as requested.

6.5 Meetings with the Contracting Officer and COR shall be as often as necessary thereafter as determined by the contracting officer.

6.6 The written minutes of these meetings shall be signed by the Contractor or his or her manager, contracting officer, and COR. Should the contractor not concur with the minutes, the Contractor shall state in writing to the contracting officer any areas wherein the contractor does not concur.

7.0 QUALITY ASSURANCE

The Contractor shall be subject to all performance requirements listed herein. Contractor performance will be monitored by the Government using the standards as outlined in the PWS and methods of surveillance detailed in the Quality Assurance Surveillance Matrix below to determine whether Contractor meets contract performance. All deficiencies will be addressed with the Contractor for immediate correction. Repetitive deficiencies or a significant defect in performance may result in the Contractor receiving below satisfactory performance ratings in the Contractor Performance Assessment Reporting System (CPAR); Government’s decision not to exercise future option periods; and or contract termination for cause. The Contractor is required to immediately notify the Contracting Officer and Contracting Officer Representative of any problems or issues that may impact the performance or disruption of services.

Requirement (Task) PWS Reference AQL Surveillance

Method Incentive/Dis-incentive

Timely Services PWS 3.1 100% Direct Observation

CPARS Ratings to reflect level of performance.

Performance will be considered when determining whether to exercise options.

Termination for Cause for default or failure to comply with terms and conditions.

Qualifications Permits/License PWS 3.2 100%

Periodic/Random Inspections;

Direct Observation

Mortuary Services PWS 3.3, 3.4, & 3.5 100% Direct Observation

Periodic Inspections

Documents PWS 3.6 100% Direct Observations

Management

Contractor performance, communication, and overall quality of services and management ensuring performance IAW the terms and conditions of the contract.

100% Periodic/Random Inspections;

Direct Observation

8.0 SECURITY REQUIREMENTS

The A&A requirements do not apply, and a Security Accreditation Package is not required.

1. GENERAL

Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

2. ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

a. A contractor/subcontractor shall request logical (technical) or physical access to VA information and VA information systems for their employees, subcontractors, and affiliates only to the extent necessary to perform the services specified in the contract, agreement, or task order.

b. All contractors, subcontractors, and third-party servicers and associates working with VA information is subject to the same investigative requirements as those of VA appointees or employees who have access to the same types of information. The level and process of background security investigations for contractors must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program. The Office for Operations, Security, and Preparedness is responsible for these policies and procedures.

c. Contract personnel who require access to national security programs must have a valid security clearance. National Industrial Security Program (NISP) was established by Executive Order 12829 to ensure that cleared U.S. defense industry contract personnel safeguard the classified information in their possession while performing work on contracts, programs, bids, or research and development efforts. The Department of Veterans Affairs does not have a Memorandum of Agreement with Defense Security Service (DSS). Verification of a Security Clearance must be processed through the Special Security Officer located in the Planning and National Security Service within the Office of Operations, Security, and Preparedness.

d. Custom software development and outsourced operations must be located in the U.S.

to the maximum extent practical. If such services are proposed to be performed abroad and are not disallowed by other VA policy or mandates, the contractor/subcontractor must state where all non-U.S. services are provided and detail a security plan, deemed to be acceptable by VA, specifically to address mitigation of the resulting problems of communication, control, data protection, and so forth. Location within the U.S. may be an evaluation factor.

e. The contractor or subcontractor must notify the Contracting Officer immediately when an employee working on a VA system or with access to VA information is reassigned or leaves the contractor or subcontractor’s employ. The Contracting Officer must also be notified immediately by the contractor or subcontractor prior to an unfriendly termination.

VA INFORMATION CUSTODIAL LANGUAGE

a. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1).

b. VA information should not be co-mingled, if possible, with any other data on the contractors/subcontractor’s information systems or media storage systems in order to ensure VA requirements related to data protection and media sanitization can be met. If co-mingling must be allowed to meet the requirements of the business need, the contractor must ensure that VA’s information is returned to the VA or destroyed in accordance with VA’s sanitization requirements. VA reserves the right to conduct onsite inspections of contractor and subcontractor IT resources to ensure data security controls, separation of data and job duties, and destruction/media sanitization procedures are in compliance with VA directive requirements.

c. Prior to termination or completion of this contract, contractor/subcontractor must not destroy information received from VA, or gathered/created by the contractor in the course of performing this contract without prior written approval by the VA. Any data destruction done on behalf of VA by a contractor/subcontractor must be done in accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management and its Handbook 6300.1 Records Management Procedures, applicable VA Records Control Schedules, and VA Handbook 6500.1, Electronic Media Sanitization. Self-certification by the contractor that the data destruction requirements above have been met must be sent to the VA Contracting Officer within 30 days of termination of the contract.

d. The contractor/subcontractor must receive, gather, store, back up, maintain, use, disclose and dispose of VA information only in compliance with the terms of the contract and applicable Federal and VA information confidentiality and security laws, regulations and policies. If Federal or VA information confidentiality and security laws, regulations and policies become applicable to the VA information or information systems after execution of the contract, or if NIST issues or updates applicable FIPS or Special Publications (SP) after execution of this contract, the parties agree to negotiate in good faith to implement the information confidentiality and security laws, regulations and policies in this contract.

e. The contractor/subcontractor shall not make copies of VA information except as authorized and necessary to perform the terms of the agreement or to preserve electronic information stored on contractor/subcontractor electronic storage media for restoration in case any electronic equipment or data used by the contractor/subcontractor needs to be restored to an operating state. If copies are made for restoration purposes, after the restoration is complete, the copies must be appropriately destroyed.

f. If VA determines that the contractor has violated any of the information confidentiality, privacy, and security provisions of the contract, it shall be sufficient grounds for VA to withhold payment to the contractor or third party or terminate the contract for default or terminate for cause under Federal Acquisition Regulation (FAR) part 12.

g. If a VHA contract is terminated for cause, the associated BAA must also be terminated and appropriate actions taken in accordance with VHA Handbook 1600.01, Business Associate Agreements. Absent an agreement to use or disclose protected health information, there is no business associate relationship.

h. The contractor/subcontractor must store, transport, or transmit VA sensitive information in an encrypted form, using VA-approved encryption tools that are, at a minimum, FIPS 140-2 validated.

i. The contractor/subcontractor’s firewall and Web services security controls, if applicable, shall meet or exceed VA’s minimum requirements. VA Configuration Guidelines are available upon request.

j. Except for uses and disclosures of VA information authorized by this contract for performance of the contract, the contractor/subcontractor may use and disclose VA information only in two other situations: (i) in response to a qualifying order of a court of competent jurisdiction, or (ii) with VA’s prior written approval. The contractor/subcontractor must refer all requests for, demands for production of, or inquiries about, VA information and information systems to the VA contracting officer for response.

k. Notwithstanding the provision above, the contractor/subcontractor shall not release VA records protected by Title 38 U.S.C. 5705, confidentiality of medical quality assurance records and/or Title 38 U.S.C. 7332, confidentiality of certain health records pertaining to drug addiction, sickle cell anemia, alcoholism or alcohol abuse, or infection with human immunodeficiency virus. If the contractor/subcontractor is in receipt of a court order or other requests for the above-mentioned information, that contractor/subcontractor shall immediately refer such court orders or other requests to the VA contracting officer for response.

l. For service that involves the storage, generating, transmitting, or exchanging of VA sensitive information but does not require C&A or an MOU-ISA for system interconnection, the contractor/subcontractor must complete a Contractor Security Control Assessment (CSCA) on a yearly basis and provide it to the COTR.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

10.00 EA ___________ ____________

Burial and Interment Services

Contract Period: Base POP Begin: 11-01-2024 POP End: 10-31-2025 Includes labor and material for burial/internment, caskets;

cremation/inurnment; and documents.

Embalming Services

Contract Period: Base POP Begin: 11-01-2024 POP End: 10-31-2025

Dressing and Cosmetic Service

Contract Period: Base

Transport and Storage Services

Contract Period: Base

BASE YEAR TOTAL: ____________

Contract Period: Option 1 POP Begin: 11-01-2025 POP End: 10-31-2026

Contract Period: Option 1

Contract Period: Option 1

Contract Period: Option 1

OPTION YEAR 1 TOTAL: ____________

Contract Period: Option 2 POP Begin: 11-01-2026 POP End: 10-31-2027

Contract Period: Option 2

Contract Period: Option 2

Contract Period: Option 2

OPTION YEAR 2 TOTAL: ____________

Contract Period: Option 3 POP Begin: 11-01-2027 POP End: 10-31-2028

Contract Period: Option 3

Contract Period: Option 3

Contract Period: Option 3

OPTION YEAR 3 TOTAL: ____________

Contract Period: Option 4 POP Begin: 11-01-2028 POP End: 10-31-2029

Contract Period: Option 4

Contract Period: Option 4

Contract Period: Option 4

OPTION YEAR 4 TOTAL: ____________

GRAND TOTAL _____________

36C24724Q1040

SECTION C - CONTRACT CLAUSES

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

PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

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

PRODUCTS AND COMMERCIAL SERVICES

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)

ADDENDUM to FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government reserves the right to exercise the option under FAR 52.217-8 before the end of any of the contractor’s performance periods. The specified rates under this clause will be those rates in effect under the contract each time an option is exercised under this clause. Inclusion of this Option does not obligate the Government to exercise the option(s).

(End of Addendum)

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 five (5) years.

(End of Clause)

C.4 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT

REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

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

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

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

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

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

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

Submission of payment requests by mail may be required for—

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

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

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

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

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

(End of Clause)

C.5 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT

2020) The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract.

Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.6 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):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

FAR Number Title Date

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS NOV 2023

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE DEC 2022

852.203-70 COMMERCIAL ADVERTISING MAY 2018

852.237-74 NON-DISCRIMINATION IN SERVICE DELIVERY OCT 2019

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

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

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

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232–40, Providing Accelerated Payments to Small…