36C26123Q0152_1.docx

36C26123Q0152

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. SIGNAT

URE 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

36C261-22-AP-5831

36C26123Q0152 12-27-2022 Amanda Hildreth

(916) 561-7489 01-10-2023

4 PM

PST

612MCP

Department of Veterans Affairs Network Contracting Officer (NCO) 21 VA Northern California HealthCare System 5342 Dudley Blvd, Bldg 209 McClellan CA 95652-2609 X X 339116 Employees N/A X See Delivery Schedule Attachment

612MCP

Department of Veterans Affairs Department of Veterans Affairs Network Contracting Office (NCO) 21 Peacekeeper Way, Bldg. 209 McClellan CA 95652-1012

Department of Veterans Affairs FMS VA-9(101) Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page This is a solicitation for San Francisco Dental Prostheses 5 year IDIQ with 1 year ordering periods:

Period of Performance (PoP) to be determined Refer to Price/Cost Schedule and Statement of Work (SOW) This is a FAR Part 13 solicitation. Please see provisions 52.212-1 Instructions to Offerors and 52.212-2 Evaluation for important information regarding submitting your offer and how your offer will be evaluated.

Guaranteed Minimum:

$1,000 Maximum/IDIQ Ceiling Amount: $6,500,000 All questions are due by 12:00 PM Pacific on 1/3/2023.

Late questions will not be answered. Questions will only be accepted via email.

Send all questions to:

amanda.hildreth@va.gov See CONTINUATION Page X X Amanda Hildreth Contracting Officer 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: Contracting Officer 36C261 Amanda Hildreth Department of Veterans Affairs Network Contracting Officer (NCO) 21 VA Northern California HealthCare System 5342 Dudley Blvd, Bldg 209 McClellan CA 95652-2609

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:

See Attachments

Page 1 of Page 1 of

STATEMENT OF WORK (SOW)

SAN FRANCISCO VAMC DENTAL LAB SERVICES

1. GENERAL

1.1. SERVICES REQUIRED: San Francisco VA Health Care System (SFVAHCS) requires contractor services to perform laboratory procedures that are required for the treatment of dental patients. These procedures include but are not limited to: all laboratory fabrication of complete dentures, removable partial dentures, fixed partial dentures and crowns, dental implant restorations, bleaching trays, surgical stents, mouth guards, and sleep apnea appliances. All outgoing dental cases (i.e., impressions, casts, prostheses and attachments) will be shipped to the Contractor via UPS and the Contractor will deliver the fabricated appliances via UPS, in a timely manner, to the 2 SFVAHCS divisions: San Francisco VA; VA Santa Rosa CBOC.

1.2. PLACE OF PERFORMANCE: The Contractor shall perform all laboratory work at the Contractor’s facility.

1.3. Lab cases will be shipped to and from the SFVAHCS San Francisco Dental Service, located at SFVA Medical Center 4150 Clement St San Francisco, CA 94121; VA Santa Rosa CBOC dental clinic, located at 3841 Brickway Blvd Santa Rosa, CA 95403. The new VA Santa Rosa CBOC is located at 2285 Challenger Way Santa Rosa, CA 95407. The dental clinic in Santa Rosa will be moving to this address.

1.4. AUTHORITY/POLICY/HANDBOOKS: Contractors and contractor 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.

1.5. All standards related to prosthetic services shall be in agreement with the VA Central Dental Laboratory case requirements listed at http://vaww.infoshare.va.gov/sites/dental/PH/CDLWebsite.aspx.

1.6. DEFINITIONS/ACRONYMS:

COR- Contracting Officer’s Representative.

Dental Laboratory Services- Those laboratory procedures that are required for the treatment of dental patients. These would include, but not be limited to, all laboratory fabrication of complete dentures, removable partial dentures, fixed partial dentures and crowns, and dental implant prosthesis. Miscellaneous other procedures may include such items as bleaching trays, surgical stents, athletic mouth guards, and sleep apnea appliances.

Routine Handling- A dental laboratory work authorization that is usually performed and returned within specified timeframe.

Special Handling- Some circumstances may dictate the need for a dental order to be processed and returned within a shorter timeframe, such as a same-day or next day repair of a removable prosthesis. There may also be a circumstance where a patient needs to travel to the dental lab for custom shade matching/staining. For these reasons, it is important that the contracted dental lab be located in the San Francisco Bay Area.

Turnaround Time (TAT)- The length of elapsed time between pickup of the dental lab order by the Contractor and the receipt of the completed order by SFVAHCS Dental Service.

Working Day- Any 24-hour period of the administrative work week, which is Monday through Friday. Federal holidays occurring during the administrative work week, are not considered working days.

Using Service- Same as VA Dental Service.

SFVAHCS- San Francisco VA Health Care System.

VA Dental Service- Refers to the Dental Services located at the SFVAHCS San Francisco Division and Santa Rosa Division.

VISN 21- Veterans Integrated Service Network 21, comprising the network of VA facilities within the VA Sierra Pacific Network, including SFVAHCS.

2. CONTRACTOR QUALIFICATIONS

2.1. The Contractor shall demonstrate the use of procedures, techniques, and current technology that are equivalent to or exceed current industry standards.

2.2. The Contractor’s lab shall be certified by the National Association of Dental Laboratories. The Contractor shall provide a current copy of its National Association of Dental Laboratories certification.

2.3. The Contractor shall comply with the regulations governing Food and Drug Administration (FDA) Quality System/Good Manufacturing Practices for products distributed in the United States dental laboratories. Additionally, the Contractor shall comply with standards by the American National Standards Institute (ANSI), in cooperation with the American Dental Association Department of Standards, that require all materials used for fabrication of dental appliances meet the Standard Practices for Biological Evaluation of Dental Materials.

2.4. Contractor Personnel: Contractor personnel performing the required work under this contract shall not be considered Government employees.

2.5. Changes in Subcontracted Dental Laboratories: The Contractor shall notify the Contracting Officer of any proposed changes in subcontracted dental laboratories used. Changes in subcontracted dental laboratories must have prior written approval by the Contracting Officer before any changes are implemented. The Contractor is responsible for any additional costs that are a result of any changes in subcontracted laboratories.

3. CONTRACTOR TASKS/RESPONSIBILITIES

3.1. The Contractor shall furnish all labor, shipping, materials, general dental laboratory tools, equipment, and supervision required to provide dental prosthesis to SFVAHCS between the work hours of 8:00am and 5:00pm, Monday through Friday.

3.2. Federal Holidays: The Contractor is not expected to work on Federal Holidays. The holidays are:

3.3. The Contractor shall provide the following services:

3.3.1. Fabricate complete dentures and removable partial dentures, including the following steps:

a. Box and pour preliminary and final impressions.

b. Prepare master stone casts.

c. Fabricate custom impression trays.

d. Fabricate base plates and wax rims.

e. Mount casts on semi-adjustable articulator.

f. Removable partial denture frameworks will be made from chrome cobalt alloy (Vitallium).

g. Set Ivoclar Blueline teeth (unless otherwise specified in lab prescription) in wax for denture try-in.

h. Flask and process dentures.

i. Patient’s name and last four digits of their SSN will be processed into the prosthesis.

j. All removable prostheses will be processed in Lucitone 199 unless otherwise specified in lab prescription.

k. Break out and finish dentures for delivery.

3.3.2. Fabricate crowns and fixed bridges that use metal alloys (i.e., PFM and cast gold), including the following steps:

a. Pour and prepare casts for fabricating crowns.

b. Mount casts on a semi-adjustable articulator.

c. Wax crowns.

d. Invest and cast wax patterns.

e. Noble or High noble alloys will be used unless otherwise specified in lab prescription.

f. Breakout, adjust and polish cast crowns for delivery.

g. Include stickers of alloy used in case returning to SFVAHCS.

3.3.3. Fabricate Ceramic Crowns and Fixed Bridges including the following steps:

a. Pour and prepare casts for fabricating crowns.

b. Mount casts on a semi-adjustable articulator.

c. Wax crowns.

d. Invest and cast wax patterns.

e. Breakout, adjust and polish cast copings.

f. Apply porcelain, finish and polish for delivery.

g. Pick-up and delivery from the facility.

OR

a. Receive digital scan or perform digital scan of working cast.

b. Digitally mark margins.

c. Digitally design crown or bridge contour.

d. Mill or press final restoration.

e. Check and adjust contours, contacts, and occlusion.

f. Crystalize, sinter, stain, and glaze final restoration.

g. Check and adjust contours, contacts, and occlusion.

h. Pick-up and delivery from facility.

3.3.4. The Contractor shall provide all packing and shipping materials, personalized shipping, shipment tracking and/or pickup and delivery services to ensure that casework arrives on time and safely to SFVAHCS: San Francisco and Santa Rosa Divisions.

3.3.5. Describe the method of referral, records management procedures, scheduling, and or documentation procedures: The Contractor shall receive cases via UPS. Each case will be tracked by a dental lab prescription and a UPS tracking number. Pick-up and delivery shall be between the hours of 8:00 a.m.– 4:30 p.m. Patient casework will be identified with the last name and last four digits of the patient’s security number. The lab prescription shall include the date of the follow-up appointment for the Veteran.

3.3.6. The Contractor shall comply with Occupational Safety and Health Administration (OSHA) regulations.

3.3.7. The Contractor shall comply with the Health Insurance Portability and Accountability Act (HIPAA).

3.3.8. The Contractor shall meet or exceed VA standards and The Joint Commission standards for constructing dental prostheses.

3.4. Quality Control Plan (QCP): The Contractor shall develop and maintain an effective Quality Control Plan (QCP) which details how they will monitor their work to ensure they are meeting all of the requirements of the contract. The Contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The Contractor’s QCP is the means by which the Contractor assures that their work complies with the requirements of the contract. The QCP shall be submitted in written form with an electronic copy to the COR for review within thirty (30) calendar days of the contract award. The COR or designated representative will review the QCP and return it to the Contractor if changes are required. If any changes are required, the Contractor has five (5) working days to complete the changes and resubmit the QCP. If any future changes are needed, the Contractor has five (5) working days to submit the agreed upon changes.

3.4.1. To ensure that both parties have an equal understanding of the services to be provided by the Contractor, the following quality assurance guidelines are to be incorporated:

a. Services were received within the designated timeframe.

b. Services were delayed no more than twice in a 30-day period.

c. Performance problem occurred: ill-fitting denture or prosthesis was remade within 30 days.

d. Description of problem conveyed to Contractor by the Dental Service provider.

e. The Contractor was verbally informed and corrected the problem within the agreed upon turnaround times between SFVAHCS and the Contractor, plus one day.

f. Informed problem in writing and contractor corrected within a reasonable timeframe.

g. What actions were necessary: remake/adjustments– minor or major.

h. Three or more patient delays caused within a 30-day period shall result in a disincentive.

3.4.2. Quality Control Inspection Procedures for Crown and Bridge:

a. Read and ensure all of the following items correlate: work ticket, physician preferences, prescription, patient name, case pan number, dated wanted.

b. Identify tooth number with physician’s prescription.

c. Check shade with shade guide.

d. Check margins on die under magnification; ensure margins are closed.

e. Inspect all surfaces for: black spots; fractures; bubbles in porcelain; and rough textures.

f. Check anatomy and contours of crown and bridge: buccal and lingual contour in relation to adjacent teeth; marginal ridges in proper height to adjacent and opposing teeth; proper embrasures; proper length of anteriors; and proper emergence profile.

g. Check occlusion, group function, and lateral excursions.

h. Check contacts on solid model. Verify contacts for adequate contact and for proper form.

i. Check work ticket for any specific physician preferences.

j. Check to ensure that the inside of crown is sanded, free of glaze and is opaque.

k. All transfer copings and specified margin dies boxes with outgoing crowns and bridges.

l. Verify product codes on work invoice for: alloy; wrong codes; wrong quantity; and missing codes. Mark bottom of crown box with pan number.

m. Check all model work for cleanliness.

3.4.3 Quality Control Inspection Procedures for Removable:

3.5. Work Guarantee: The Contractor shall provide an On-Time Delivery Guarantee; guaranteed turnaround times; and remakes at no additional cost to the Government when the Contractor’s products are flawed or defective.

4. PERIOD OF PERFORMANCE (POP)

4.1. Five (5) – one (1) year order periods, total of five (5) years. The POP will depend on the date of award.

4.2. The Contractor shall not perform work beyond the POP unless there is written authorization by the CO. Any work performed without prior authorization will be performed by the Contractor at no additional cost to the Government.

5. GOVERNMENT FURNISHED EQUIPMENT (GFP)

5.1. SFVAHCS will provide all necessary impressions, casts, and implant prosthetic parts for all cases submitted to the Contractor.

6. CONTRACTOR FURNISHED EQUIPMENT/PROPERTY

6.1. Unless specified otherwise in this solicitation, the Contractor shall furnish all supplies, equipment, facilities, and services required to perform work required.

6.2. The Contractor shall use high quality raw materials. All items shall be manufactured in the United States.

7. OTHER ADMINISTRATIVE RESPONSIBILITIES

7.1. Invoices: Invoices will be paid in arrears monthly. Invoices must include at minimum, the following information: date of invoice; vendor name; contract number, purchase order number, services provided, and the period of service. Under no circumstances shall the Contractor commence with any additional services without the written approval of the CO. Any additional services performed without this approval will be at the Contractor’s expense.

7.2. The Contractor shall be paid for actual services provided by Contractor personnel. The Contractor will not be paid for “availability” or “on-call” services unless otherwise provided herein.

7.3. Travel Costs: Unless otherwise specified in this solicitation, the Contractor shall include in its price, all labor, travel costs and its expenses, materials, tools, supplies, equipment, and other expenses necessary to perform this requirement.

7.4. The Contracting Officer is the only person authorized to approve changes or modify any of the requirements of this contract. Only the Contracting Officer is authorized to make commitments or issue changes that shall affect price, quantity or quality of performance of this contract.

7.5. Contracting Officer Representative (COR): The COR will be appointed and delegated by the Contracting Officer. A letter of designation will state the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting order. The Contractor will receive a copy of the Delegation Letter from the Contracting Officer. The COR shall be responsible for the overall technical administration of this contract as outlined in the COR Delegation of Authority.

8. SECURITY REQUIREMENTS

8.1.1. A background check is required for the Contractor’s employees IF the Contractor’s employee requires access to areas within the VA such as offices, clinics, patient rooms, and other restricted areas. No employee shall be permitted to perform work or access non-public areas without a background check and written clearance by VA Police.

8.1.2. The position sensitivity has been designated as Low Risk.

8.1.3. The level of background investigation commensurate with the required level of access is Special Agreement Check (SAC) – Fingerprint Only. Fingerprinting will be done at a VA facility designated at the time of award. The VA will bear the cost of the initial SAC. The Contractor shall bear the cost of any subsequent SACs. The SAC shall be initiated five (5) days prior to entry on duty for Contractor personnel. The Contractor shall submit for its employee proof of a negative tuberculosis test within five (5) days of contract award to the Contracting Officer.

8.1.3. Privacy Training: The Contractor may be required to take on-site Privacy Training and any other training identified by SFVAHCS.

8.1.4. Access to VA Information and VA Information Systems: The Contractor shall request logical (technical) or physical access to VA information and VA information systems for their employees and affiliates only to the extent necessary to perform the services specified in the contract, agreement, or task order.

8.1.5. All contractors, third-party servicers, and associates working with VA information are 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.

8.1.6. 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.

8.1.7. The contractor 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’s employ. The Contracting Officer must also be notified immediately by the contractor prior to an unfriendly termination.

8.1.8. VA Information Custodial Language:

a. Information made available to the contractor by VA for the performance or administration of this contract or information developed by the contractor 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’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 contractor’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 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 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 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 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 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 electronic storage media for restoration in case any electronic equipment or data used by the contractor 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 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’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 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 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 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 is in receipt of a court order or other requests for the above mentioned information, that contractor 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 must complete a Contractor Security Control Assessment (CSCA) on a yearly basis and provide it to the COR.

8.1.9. SECURITY INCIDENT INVESTIGATION

a. The term “security incident” means an event that has, or could have, resulted in unauthorized access to, loss or damage to VA assets, or sensitive information, or an action that breaches VA security procedures. The contractor shall immediately notify the COTR and simultaneously, the designated ISO and Privacy Officer for the contract of any known or suspected security/privacy incidents, or any unauthorized disclosure of sensitive information, including that contained in system(s) to which the contractor has access.

b. To the extent known by the contractor, the contractor’s notice to VA shall identify the information involved, the circumstances surrounding the incident (including to whom, how, when, and where the VA information or assets were placed at risk or compromised), and any other information that the contractor considers relevant.

c. With respect to unsecured protected health information, the business associate is deemed to have discovered a data breach when the business associate knew or should have known of a breach of such information. Upon discovery, the business associate must notify the covered entity of the breach. Notifications need to be made in accordance with the executed business associate agreement.

d. In instances of theft or break-in or other criminal activity, the contractor must concurrently report the incident to the appropriate law enforcement entity (or entities) of jurisdiction, including the VA OIG and Security and Law Enforcement. The contractor and their employees shall cooperate with VA and any law enforcement authority responsible for the investigation and prosecution of any possible criminal law violation(s) associated with any incident. The contractor shall cooperate with VA in any civil litigation to recover VA information, obtain monetary or other compensation from a third party for damages arising from any incident, or obtain injunctive relief against any third party arising from, or related to, the incident.

8.1.10. Liquidated Damages for Data Breach:

a. Consistent with the requirements of 38 U.S.C. §5725, a contract may require access to sensitive personal information. If so, the contractor is liable to VA for liquidated damages in the event of a data breach or privacy incident involving any SPI the contractor processes or maintains under this contract.

b. The contractor shall provide notice to VA of a “security incident” as set forth in the Security Incident Investigation section above. Upon such notification, VA must secure from a non-Department entity or the VA Office of Inspector General an independent risk analysis of the data breach to determine the level of risk associated with the data breach for the potential misuse of any sensitive personal information involved in the data breach. The term 'data breach' means the loss, theft, or other unauthorized access, or any access other than that incidental to the scope of employment, to data containing sensitive personal information, in electronic or printed form, that results in the potential compromise of the confidentiality or integrity of the data. Contractor shall fully cooperate with the entity performing the risk analysis. Failure to cooperate may be deemed a material breach and grounds for contract termination.

c. Each risk analysis shall address all relevant information concerning the data breach, including the following:

(1) Nature of the event (loss, theft, unauthorized access);

(2) Description of the event, including:

(a) Date of occurrence;

(b) Data elements involved, including any PII, such as full name, social security number, date of birth, home address, account number, disability code.

(3) Number of individuals affected or potentially affected;

(4) Names of individuals or groups affected or potentially affected;

(5) Ease of logical data access to the lost, stolen or improperly accessed data in light of the degree of protection for the data, e.g., unencrypted, plain text;

(6) Amount of time the data has been out of VA control;

(7) The likelihood that the sensitive personal information will or has been compromised (made accessible to and usable by unauthorized persons);

(8) Known misuses of data containing sensitive personal information, if any;

(9) Assessment of the potential harm to the affected individuals;

(10) Data breach analysis as outlined in 6500.2 Handbook, Management of Security and Privacy Incidents, as appropriate; and

(11) Whether credit protection services may assist record subjects in avoiding or mitigating the results of identity theft based on the sensitive personal information that may have been compromised.

9. INVOICING/PAYMENT

10.1. The vendor shall submit a copy of the invoice prior to commencement of the training program to the COR prior to submitting it to DFAS Austin. The COR will verify the invoice and authenticate the invoice via Online Certification System (OLCS). This is the VA’s process and procedure for submitting invoices for payment.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(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; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to…