36C25924R0066_1 Released for Solicitation.docx

36C25924R0066

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.

UEI:

EFT:

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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

36C25924R0066 03-12-2024 Claudia Coria 303-712-5766 03-29-2024

4:00 PM

MDT

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

X

621399 $10 Million

N/A

36C554

DEPARTMENT OF VETERANS AFFAIRS

Rocky Mountain Region VA Medical Center 1700 N. Wheeling Street

Aurora CO 80045 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

36C259

INVOICES SUBMITTED ELECTRONICALLY

Department of Veterans Affairs Financial Service Center Tungsten Support Phone: 1-877-489-6135 Website: http://www.tungsten-network.com/us/support/ 1-877-353-9791

See CONTINUATION Page On-site Intraoperative Neuromonitoring and Instrumentation Services for the Rocky Mountain Region VA Medical Center

(RMRVAMC)

**THIS IS A NEW REQUIREMENT**

Questions regarding this solicitation are due in writing via email only at claudia.coria@va.gov on March 15, 2024 by

12:00 P.M. MST.

Proposals are due on March 29, 2024 by 4:00 P.M. MST at claudia.coria@va.gov.

See CONTINUATION Page

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT:

Department of Veterans Affairs Network Contracting Office, NCO 19

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

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

B.2 SCHEDULE - Intraoperative Neuromonitoring (IONM) Services Estimated Quantities:

The quantities set forth in the line items and Performance Work Statement are approximate and represent the estimated requirements for the contract period. The Government will pay for the actual number of provided services that do not exceed the stated quantity. Additional quantities must be authorized by the Contracting Office prior to providing additional services.

LINE

ITEMS

QTY

Contractor shall provide 24 hours, 7 days a week, 365 days per year neuro monitoring services in accordance to the PWS.

Contractor shall provide 24 hours, 7 days a week, 365 days per year neuro monitoring services in accordance to the PWS.

Contractor shall provide 24 hours, 7 days a week, 365 days per year neuro monitoring services in accordance to the PWS.

Contractor shall provide 24 hours, 7 days a week, 365 days per year neuro monitoring services in accordance to the PWS.

Contractor shall provide 24 hours, 7 days a week, 365 days per year neuro monitoring services in accordance to the PWS.

B.3 PERFORMANCE WORK STATEMENT -Intraoperative Neuromonitoring (IONM) Services

1. GENERAL

SERVICES REQUIRED: Contractor shall provide qualified intraoperative neuromonitoring (IONM) services and instrumentation for the beneficiaries of the Rocky Mountain Regional VA Medical Center for a base year plus four option years. Neurophysiologic monitoring is the use of electrophysiological methods such as electroencephalography (EEG), electromyography (EMG), and evoked potentials to monitor the functional integrity of certain neural structures (e.g., nerves, spinal cord and parts of the brain) during surgery. The purpose of IONM is to reduce the risk to the patient of iatrogenic damage to the nervous system, and/or to provide functional guidance to the surgeon and anesthesiologist.

1.1. PLACE OF PERFORMANCE: The Rocky Mountain Regional VA Medical Center (RMRVAMC) located at 1700 N. Wheeling Street, Aurora, Colorado, 80045.

1.2. AUTHORITY: Public Law 104-262 and 38 USC 8153.

2. QUALIFICATIONS

2.1. Staff/Facility

2.1.1. License: N/A.

2.1.2. Board Certification /Eligibility: Technicians must be board eligible/certified through the American Board of Registration of Electroencephalographic and Evoked Potential Technologists. Proof of certification and continuing education will be provided upon request.

2.1.3. Technical Proficiency: Technicians must have documented training to run the following modalities during surgical procedures:

2.1.3.1. Somatosensory Evoked Potentials (SSEP)

2.1.3.2. Electromyography (EMG) including Pedicle Screw and Direct Nerve Testing

2.1.3.3. Electroencephalography (EEG)

2.1.3.4. Motor Evoked Potentials (MEP)

2.1.3.5. Cranial Nerve EMG, including Facial Nerve Monitoring for ENT procedures

2.1.3.6. Peripheral Nerve Conduction

2.1.3.7. Transcranial Motor Evoked Potentials (TcMEP)

2.1.3.8. Auditory Brainstem Response (AABR)

2.1.4. Each surgical case must be supported with real-time data interpretation from a licensed MD. The requesting Surgeon is the Supervisor.

2.1.5. Contracted services must be available 24/7.

2.1.6. Continuing Medical Education (CME)/ Certified Education Unit (CEU) Requirements: N/A.

2.1.7. Training (ACLS/BLS/VA MANDATORY): N/A.

2.1.8. Standard Personnel Testing (PPD, etc): Contractors will complete all testing as required by VAMC Policy and comply with requests in a timely fashion.

2.1.9. Citizenship related Requirements: Contractors must be a US Citizen and eligible to work in the United States.

2.1.10. Annual Office of Inspector General (OIG) Statement: Contractors must comply with all Office of Inspector General (OIG) investigations as necessary per VAMC policy.

2.1.11. The contractor shall be responsible for protecting the personnel furnishing services under this contract. To carry out this responsibility, the contractor shall provide the following for these personnel:

2.1.11.1. workers compensation

2.1.11.2. professional liability insurance

2.1.11.3. health examinations

2.1.11.4. income tax withholding, and

2.1.11.5. social security payments.

2.1.11.6. The parties agree that the contractor, its employees, agents and subcontractors shall not be considered VA employees for any purpose.

2.2. TECHNICAL DIRECTION

2.2.1. Contractors will report directly to the Chief, Surgical Services.

2.3. NON- PERSONAL SERVICES

2.3.1. No Employee status

2.3.2. TORT

3. Hours of Operation:

3.1. Business Hours

3.1.1. Work Schedule

3.1.1.1. Contracted services must be available 24/7.

4. CONTRACTOR RESPONSIBILITIES

4.1. SERVICES REQUIRED: The contractor shall provide the services of a(n) intraoperative neurophysiologic technician(s) and required instrumentation to monitor the following surgical procedures:

4.1.1. Neurosurgical

4.1.1.1. Cranial base tumors

4.1.1.2. Posterior fossa tumors

4.1.1.3. Microvascular

4.1.1.4. Decompression Intracranial Aneurysms

4.1.1.5. Fronto-temporal Tumors (motor cortex mapping)

4.1.1.6. Temporo-parietal tumors

4.1.1.7. Carotid Endarterectomy

4.1.1.8. Anterior Cervical

4.1.1.9. Diskectomy Anterior

4.1.1.10. Corpectomy Anterior Vertebrectomy

4.1.1.11. Thoracic laminectomy

4.1.1.12. Lumbosacral decompression/stenosis

4.1.1.13. Instrumentation for spinal instability (to include pedicle and lateral mass screws)

4.1.1.14. Stabilization of odontoid/dens fracture

4.1.1.15. Intramedullary or extramedullary spinal cord tumors

4.1.1.16. Cauda equina tumors

4.1.1.17. Spinal cord untethering

4.1.1.18. Rhizotomy/ganglionectomy

4.1.1.19. Selective dorsal rhizotomy

4.1.2. Orthopedic

4.1.2.1. Anterior cervical Diskectomy

4.1.2.2. Anterior Corpectomy

4.1.2.3. Anterior vertebrectomy

4.1.2.4. Cervical laminectomy

4.1.2.5. Thoracic laminectomy

4.1.2.6. Lumbosacral decompression/stenosis

4.1.2.7. Instrumentation for spinal instability (to include pedicle and lateral mass screws)

4.1.2.8. Stabilization of odontoid/dens fracture

4.1.2.9. Scoliosis Correction

4.1.3. Cardiothoracic

4.1.3.1. Carotid Endarterectomy

4.1.3.2. Carotid body tumor

4.1.3.3. Subclavian-carotid bypass

4.1.3.4. Extra cranial vascular reconstruction

4.1.4. Otolaryngologic

4.1.4.1. Revision mastoidectomy

4.1.4.2. Acoustic neuroma

4.1.4.3. Vestibular nerve section

4.1.4.4. Cochlear implant

4.1.4.5. Glomus tumor

4.1.4.6. Parotidectomy

4.1.4.7. Thyroidectomy

4.1.4.8. Radical head and neck surgery

4.1.5. Interventional Radiological Procedures

4.1.5.1. Occlusion of brain-supplying arteries

4.1.5.2. Embolization of cerebral and spinal aneurysms

4.1.5.3. Embolizaiton of cerebral and spinal arteriovenous malformations

4.1.5.4. Embolizaiton of traumatic cavernous sinus fistula

4.1.5.5. Spinal angiography and transvascular therapy

4.1.5.6. Percutaneous transluminal angioplasty

4.2 MEDICAL RECORDS: Patient medical records are confidential and are protected by the Privacy Act of 1974, 5 U.S.C. 552a; VA Claims Confidentiality Statute, 38 U.S.C. 3301 and Drug/Alcohol Abuse Confidentiality Statute, 38 U.S.C. 4132 [Authority: Drug/Alcohol Regs. 42 C.F.R. 2.11(p)(2)].

Any breach of confidentiality and/or unauthorized release of information is subject to monetary penalty. Any individual making unauthorized disclosures may be criminally liable for violations of the Act.

4.2.1 Authorities

4.2.2 HIPAA: The contractor must adhere to the provisions of 45 C.F.R. Parts 160, 162, and 164 and Public Law 104-191, Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the 18 U.S.C. 1347.

4.2.3 HHS/OIG: To ensure that the individuals providing services under the contract have not:

engaged in fraud or abuse regarding Sections 1128 and 1128A of the Social Security Act regarding federal health care programs, the contractor is required to check the Health and Human Service – Office of Inspector General, List of excluded individuals/entities on the OIG Website (www.hhs.gov/oig) for each person providing services under this contract.

Further the contractor is required to certify in its proposal that all persons listed in the contractor’s proposal have been compared against the OIG list and are not listed. During the performance of this contract the Contractor is prohibited from using any individual or business listed on the List of Excluded Individuals/Entities. National Standards to protect the Privacy and Security of Protected Health Information (PHI).

4.2.4 Disclosure

4.2.5 Professional standards for documenting care

4.2.6 Release of Information: The Contractor and contract physicians shall only release medical information obtained during the course of this contract to those RMRVAMC staff member involved in the necessary care and treatment of that individual patient. Contractor shall provide Anesthesiology Health Care to RMRVAMC patients. As such, Contractor is considered part of the Department health care activity for purposes of the following statutes and the VA regulations implementing these statutes: the Privacy Act, 5 U.S.C. § 552a, and 38 U.S.C. §§ 5701, 5705, and 7332. Contractor and its employees may have access to RMRVAMC patient medical records to the extent necessary for the Contractor to perform this contract.

Notwithstanding any other provision of this contract, Contractor and its employees may disclose patient treatment records generated by the Contractor under this agreement only pursuant to explicit disclosure from RMRVAMC. Contractor and its employees are subject to the penalties and liabilities provided in the statutes and regulations mentioned in this paragraph for unauthorized disclosures of such records and their contents. Records created by the Contractor in the course of treating RMRVAMC patients under this agreement are the property of the RMRVAMC and shall not be accessed, released, transferred or destroyed except in accordance with applicable federal law and regulations.

Subject to applicable federal confidentiality laws, Contractor or its designated representatives may have access to RMRVAMC records at RMRVAMC place of business on request during normal business hours where necessary to perform the duties under this agreement.

If this agreement is terminated for any reason, the Contractor will promptly provide the RMRVAMC with the individually identified patient treatment records.

The Privacy Act applies to certain information about healthcare providers who are subcontractors. If data is retrieved by the names of the individual healthcare professionals, the data the VHA receives is protected by the Privacy Act. Accordingly, the VHA Privacy Officer should be consulted to ensure that RMRVAMC has a published system of records notice that will cover these records. If not, the Privacy Act requires that such notice be published prior to the maintenance of the records.

4.2.7 Automated Data Processing (ADP) Security: Contract Personnel will not have access to the VA Medical record system. The VA employee who is responsible for the Operation Note will need to address any contractor work in the patients note.

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

4.3 PERFORMANCE STANDARDS, QUALITY ASSURANCE AND QUALITY IMPROVEMENT

4.3.1 Methods of Surveillance: Contractors will sign in at the OR office upon arrival/departure for cases. Invoices will specify date/case/number of hours for each service performed.

4.3.2 Quality Assurance will be monitored in accordance with VHA Directive 2007-008 dated February 8, 2007, “Quality Reviews and Surgical Outcomes,” a copy of which shall be maintained in the Surgical Service Office.

4.3.3 Performance Standards: The QASP outlines required standards and will be a part of the resultant contract.

5. GOVERNMENT RESPONSIBILITIES

5.1 Oversight of Service/Performance Monitoring in accordance with the QASP.

6. SPECIAL CONTRACT REQUIREMENTS

6.1Reports/Deliverables: The Contractor shall be responsible for complying with all reporting requirements established by the Contract. Contractor shall be responsible for assuring the accuracy and completeness of all reports and other documents as well as the timely submission of each. Contractor shall comply with contract requirements regarding the appropriate reporting formats, instructions, submission timetables, and technical assistance as required.

6.1.1. The following are brief descriptions of required documents that must be submitted by Contractor: upon award; weekly; monthly; quarterly; annually, etc. identified throughout the PWS and is provided here as a guide for Contractor convenience. If an item is within the PWS and not listed here, the Contractor remains responsible for the delivery of the item.

6.2 BILLING AND PAYMENT

6.2.1 Invoice requirements and supporting documentation: supporting documentation and invoice must be submitted no later than the 20th workday of the month. Subsequent changes or corrections shall be submitted by separate invoice. In addition to information required for submission of a “proper” invoice in accordance with far 52.212-4(g), all invoices must include:

6.2.2 Name and address of contractor

6.2.3 Invoice date and invoice number

6.2.4 Contract number and purchase/task order number

6.2.5 Date of service

6.2.6 Name of contract personnel

6.2.7 CLIN rate

6.2.8 Quantity of hours worked

6.2.9 Total price

6.3.RECORD KEEPING

6.3.1. For services performed at the VAMC, the following shall apply:

6.3.1.1. The VAMC shall establish and maintain a record keeping system that will record the services performed by the contract provider(s) to ensure that required services have been received by the VAMC.

6.3.1.2. The contractor will submit a properly prepared invoice (as defined in FAR clause 52.212-4(g), invoice) following the end of each month indicating the contract number, contractor employee(s) names, as well as the dates and CLINS worked. The contractor shall receive payment for the services rendered, which are documented in clinic records, patient records, attendance in VAMC meetings, etc. Contractor employee(s) must have a physical presence at the VAMC for the contractor to be reimbursed for services unless otherwise authorized. Any authorized activity outside of clinic time will also be documented on this sheet and will also provide the patient’s name and last four digits of the social security number of all patients treated during that timeframe indicated.

6.3.1.3. Contract provider(s) shall report to the contracting officer’s representative, administrative officer or designee upon initial arrival at the VAMC.

6.3.2. Documentation of services performed shall be reviewed prior to certifying payment. The VAMC shall pay for services actually performed and in strict accordance with the price schedule and performance work statement. Monitoring and record-keeping procedures shall be sufficient to ensure proper payment and allow audit verification that services were provided.

6.4. Vendor electronic invoice submission methods- facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

6.4.1. Invoices will be electronically submitted to the tungsten website at http://www.tungsten-network.com/us/en/veterans-affairs/ tungsten direct vendor support number is 877-489-6135 for VA contracts. The VA-FSC pays all associated transaction fees for va orders. During implementation (technical set-up) tungsten will confirm your Tax Payer ID number with the VA-FSC. This process can take up to 5 business days to complete to ensure your invoice is automatically routed to your certifying official for approval and payment. In order to successfully submit an invoice to va-fsc please review “how to create an invoice” within the how to guides. All invoices submitted through tungsten to the va-fsc should mirror your current submission of invoice, with the following items required. Clarification of additional requirements should be confirmed with your certifying official (your co or buyer). The va-fsc requires specific information in compliance with the prompt pay act and business requirements. For additional information, please contact:

Tungsten support Phone: 1-877-489-6135 Website: http://www.tungsten-network.com/us/support/ Department of Veterans Affairs Financial Service Center Phone: 1-877-353-9791

6.5 PATIENT BILLING: VA beneficiaries shall not under any circumstances be charged nor their insurance companies charged for services rendered by the contractor even if the VA does not pay for those services. This provision shall survive the termination or ending of the contract.

36C25924R0066

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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 52.252-2 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/

(End of Clause)

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

C.4 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.5 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

(End of Clause)

C.6 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.7 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

(End of Clause)

C.8 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause) C.9 VAAR 852.211-76 LIQUIDATED DAMAGES – REIMBURSEMENT FOR DATA BREACH COSTS (FEB 2023) ALTERNATE I (FEB 2023)

(a) Definition. As used in this clause, ‘‘contract’’ means any contract, agreement, order or other instrument and encompasses the definition set forth in FAR 2.101.

(b) Non-disclosure requirements. As a condition of performance under a contract, order, agreement, or other instrument that requires access to sensitive personal information as defined in VAAR 802.101, the following is expressly required—

(1) The Contractor, subcontractor, their employees or business associates shall not, directly or through an affiliate or employee of the Contractor, subcontractor, or business associate, disclose sensitive personal information to any other person unless the disclosure is lawful and is expressly permitted under the contract; and

(2) The Contractor, subcontractor, their employees or business associates shall immediately notify the Contracting Officer and the Contracting Officer’s Representative (COR) of any security incident that occurs involving sensitive personal information.

(c) Liquidated damages. If the Contractor or any of its agents fails to protect VA sensitive personal information or otherwise engages in conduct which results in a data breach, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of [] per affected individual in order to cover costs related to the notification, data breach analysis and credit monitoring. In the event the Contractor provides payment of actual damages in an amount determined to be adequate by the Contracting Officer, the Contracting Officer may forgo collection of liquidated damages.

(d) Purpose of liquidated damages. Based on the results from VA’s determination that there was a data breach caused by Contractor’s or any of its agents’ failure to protect or otherwise engaging in conduct to cause a data breach of VA sensitive personal information, and as directed by the Contracting Officer, the Contractor shall be responsible for paying to the VA liquidated damages in the amount of [] per affected individual to cover the cost of the following:

(1) Notification related costs.

(2) Credit monitoring reports.

(3) Data breach analysis and impact.

(4) Fraud alerts.

(5) Identity theft insurance.

(e) Relationship to termination clause, if applicable. If the Government terminates this contract in whole or in part under the Termination for cause paragraph, FAR 52.212–4(m), Contract Terms and Conditions—Commercial Products and Commercial Services, the Contractor is liable for damages accruing until the Government reasonably obtains delivery or performance of similar supplies or services. These damages are in addition to costs of repurchase as may be required under the Termination clause.

(End of Clause) C.10 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR VERIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (NOV 2022)

(a) Definition. for the Department of Veterans Affairs, ‘‘Service-disabled Veteran-owned small business concern or SDVOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.201, Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled Veterans (or eligible surviving spouses) or, in the case of a service-disabled Veteran with permanent and…