36C26123Q0393 0002.docx

36C26123Q0393 0002

5. PROJECT NUMBER (if applicable)

CODE

7. ADMINISTERED BY

2. AMENDMENT/MODIFICATION NUMBER

CODE

6. ISSUED BY

8. NAME AND ADDRESS OF CONTRACTOR

4. REQUISITION/PURCHASE REQ. NUMBER

3. EFFECTIVE DATE

9A. AMENDMENT OF SOLICITATION NUMBER

9B. DATED

PAGE OF PAGES

10A. MODIFICATION OF CONTRACT/ORDER NUMBER

10B. DATED

BPA NO.

1. CONTRACT ID CODE

FACILITY CODE

CODE

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

E. IMPORTANT:

is extended,

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY is not extended.

12. ACCOUNTING AND APPROPRIATION DATA

(REV. 11/2016)

is required to sign this document and return ___________ copies to the issuing office.

is not, A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

15C. DATE SIGNED

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER

Contractor

16C. DATE SIGNED

14. DESCRIPTION OF AMENDMENT/MODIFICATION

16B. UNITED STATES OF AMERICA

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER

16A. NAME AND TITLE OF CONTRACTING OFFICER

15B. CONTRACTOR/OFFEROR

STANDARD FORM 30

PREVIOUS EDITION NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.243 (Type or print) (Type or print) (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

(Number, street, county, State and ZIP Code) (If other than Item 6) (Specify type of modification and authority) (such as changes in paying office, appropriation date, etc.)

(If required)

(SEE ITEM 11)

(SEE ITEM 13)

(X)

CHECK

ONE

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

(Signature of person authorized to sign) (Signature of Contracting Officer) None

612MCP

Department of Veterans Affairs Network Contracting Office 21 5342 Dudley Blvd, Bldg 209 McClellan

CA

95652-2609

612MCP

Department of Veterans Affairs Department of Veterans Affairs VA Northern California HealthCare System 3230 Peacekeeper Way, Bldg. 209 McClellan

CA

95652-1012 To all Offerors/Bidders

36C26123Q0393 05-12-2023

X

See CONTINUATION Page

a. The purpose of this Amendment (0002) is to open up the solicitation for additional week.

b. Reference Clause 52.212-1 Instructions to Quoteers for items to provide.

c. Interested vendors are reminded that all Amendments must be acknowledged in the quote. Failure to do so can result in the quote being found unacceptable.

Jared Dawson Contracting Officer

CONTINUATION PAGE

A.1 PRICE/COST SCHEDULE

ITEM INFORMATION

Medical escort transport services for the VA Pacific Islands Healthcare System in accordance with the Performance Work Statement.

**This is an estimated amount for an estimated number of transports.** Contract Period: Base POP Begin: 05-01-2023 POP End: 04-30-2024 PRINCIPAL NAICS CODE: 485999 - All Other Transit and Ground Passenger Transportation PRODUCT/SERVICE CODE: R499 - Support - Professional: Other

0001AA

Registered Nurse I (RN I) - Daily Rate Contract Period: Base POP Begin: 05-01-2023 POP End: 04-30-2024

0001AB

Registered Nurse II (RN II) - Daily Rate

POP Begin: 05-01-2023 POP End: 04-30-2024

0001AC

Respiratory Therapist (supplies, labor, all-inclusive rate for CONUS trips) - Daily Rate

POP Begin: 05-01-2023 POP End: 04-30-2024

0001AD

Ancillary Medical Supplies - TBD during Transport Schedule Call

POP Begin: 05-01-2023 POP End: 04-30-2024

0001AE

Hotel costs (applicable only for overnight travel), Airfare, and Ground Transportation, reimbursed in accordance with FAR 31.205-46

POP Begin: 05-01-2023 POP End: 04-30-2024

Performance Work Statement (PWS) Medical Escort Services Veterans Affairs Pacific Islands Healthcare System (VAPIHCS)

I. Description of Services:

The Contractor shall provide performance-based transportation and medical escort services. Transportation services will include escort and transport services for eligible veteran patients of the Department of Veterans Affairs Pacific Islands Healthcare System (VAPIHCS). Transportation services entails bed-to-bed services and may therefore include ground transport, air travel arrangement, air transport, and any other ancillary services related to bed-to-bed medical escort services.

Medical escort services include escort of VAPIHCS patients while at a medical treatment facility or other VA facility. All services are scheduled in advance by the VAPIHCS. The need for medical escort services may arise in The State of Hawaii (all islands), Guam, American Samoa, and Saipan. The destination will be to The State of Hawaii (all islands), Guam, American Samoa, Saipan, or the Continental United States (CONUS). The majority of trips originate from The State of Hawaii, Guam, or American Samoa. The Government estimates approximately 10-20 trips per year. Historically the breakdown is as follows: 1-5 trips from American Samoa/Guam, 3-6 trips from Hawaii to CONUS, and 10+ trips inter-island Hawaii. All medical escort services are via commercial air travel. The scope of this requirement does not include private air charter services.

Performance requirements are established to focus on outcomes. These include:

· Operational Responsiveness – is demonstrated by providing timely transportation and medical escort services.

· Operational Flexibility – is demonstrated through accomplishment of Ad Hoc changes to specific transportation and medical escort tasks.

· Operational Efficiency – is demonstrated through flexible contract performance by providing timely services that minimize Veteran and VAPIHCS wait times.

· Professionalism, Safety and Security – is initially demonstrated through licensing, certification, and qualification of staff with applicable laws and policy. The proficiency demonstrated by these items is needed to ensure the safety and security of veterans and all other with whom they come in contact.

II. Contractor Responsibilities:

A. VAPIHCS will determine which patients will require Nurse Escort Services. 95% of patients will be ambulatory with very few exceptions. Traditionally, Non-ambulatory patients travel via Air Ambulance; this includes litter patients. The Contractor will provide services for patients that can fly commercial, require special mode and/or medical assistance. Transportation scheduled for patients to attend regularly scheduled medical appointments. This is not a MEDEVAC service.

B. The Contractor shall coordinate all arrangements for bed-to-bed medical repatriation of VA beneficiaries.

C. The Contractor shall be staffed with trained professionals that hold the necessary licenses in the State in which services are performed. For example, for nurse escort services originating on Oahu, HI, the nurse escort must be a licensed registered nurse in the State of Hawaii.

D. The Contractor shall have available at all times during a medical escort a Medical Director that can be readily contacted for guidance and oversight.

E. Patient Transfer – The Contractor shall arrange any additional needed consultation between transfer and accepting physicians and coordinate transport arrangements. The Contractor and the VAPIHCS shall assess the patient to determine the appropriate level of care needed. Both parties shall come to a consensus on what type of airfare is required (i.e., coach, business, first class). Only in rare cases will upgrades be authorized. A valid medical reason for upgrade required for VAPIHCS to approve other than coach class. Return trips without patients are coach seats only. Non-availability of seats is not a valid reason for an upgrade.

E. Upon arrival at the patient pick-up point, if the contractor determines the condition of the patient scheduled for pick-up is different than what was stated on the travel request, the contractor shall notify the VAPIHCS Patient Referral Coordinator, Travel Office or Administrative Officer of the Day (AOD) for further instruction.

F. Travel Arrangements - Contractor will be responsible for making travel arrangements to fly with the veteran to the assigned medical facility as directed and authorized under the task order. The Contractor will be responsible for making ground transportation arrangement to pick up the veteran from the origin point, ensure safe transport to the airport and air transport, and ground transportation to drop off the veteran at his/her destination medical facility.

G. Ground Transportation – Contractor shall make ground transportation arrangements as determined necessary to provide optimum care to the travelling beneficiary. Special Mode services must be used if patient is ambulatory. Ambulance services maybe required of the patient becomes non-ambulatory during travel.

H. Loading and unloading patients - Contractor(s) will be required to assist patient to load and unload from air and ground transportation from point of pick-up to point of destination.

I. Medical Service - The contractor will be responsible for obtaining and administering all medical and non-medical supplies needed to perform services. Patients medical conditions shall include but not be limited to:

a. The requirement for a respiratory therapists with a RN to service ventilator patients (approximately once a year) will have a separate CLIN; Respiratory Therapist (Supplies, labor, all-inclusive rate)

b. Psychiatric patients (may need sedation)

c. Acute nursing home patients

d. Stroke patients

e. In-patient to in-patient transports (hospital to hospital)

III. Orders for Escort Services:

A. Request for services will originate from VAPIHCS. VAPIHCS will email (RMS encryption) or FAX request to the vendor without SSN or Birthdate. Email responses will use the same encrypted email chain. Only name and pick-up and drop-off information will be provided. Follow up phone call will provide final instructions. No connection to the VA network is required.

B. In each request for service, the Government shall identify the specific details related to the performance requirement.

C. The contractor is required to provide pick up within 24-48 hours of each request for service..

IV. Service to/from Continental United States (CONUS)

A. The Contracting Officer’s Representative (COR) will furnish the contractor a written request for quote for escort services required to a Continental United States (CONUS) VA Facility.

B. The Contractor shall provide the COR a work plan (trip itinerary) and price quote. The quote shall include an itemization of costs involved in the trip and include screenshots or proof of actual travel costs (airfare, hotel),labor costs, supplies, overhead, and profit (10% maximum). The COR will review the quote prior to travel. The Contractor shall not commence the service until the COR or Contracting Officer approves the quote.

V. Period of Performance

The period of performance shall be for five (5) years.

VI. Place of Performance

The place of performance shall be within the State of Hawaii, American Samoa, CONUS, and Guam. The majority of escort requests originate from these locations. However, the Contractor may have to provide services originating from Saipan (very rare). The origin point/reimbursement point for inter-island transports is Honolulu, HI.

VII. Standard Operating Procedures (SOPs):

The Contractor shall submit SOPs to the COR within 30 days after award. The SOPs shall be submitted electronically in PDF or Microsoft Word format. All documentation shall be retained by the Contractor throughout the duration of this call and available for audit upon request.

Detail procedures and protocols that contract staff will adhere to safe, effective, and compliant operations. At a minimum, the SOP shall include:

· Personal Property Procedures Plan for Patients – procedures for managing personal property of patients.

· Patient Pickup – procedures for picking up and escorting patients. Content will include required documents, identification, and procedures for turnover upon arrival to destination.

· Patient Assessment – procedures for assessing patient’s need and what type of medical escort services are needed to include assessment on what type of airline class (i.e., coach, business, first) is required for each patient.

· Patient Monitoring – procedures for monitoring patient health and well-being during the escort services.

· Medical Emergencies – procedures for handling medical emergencies while in the air.

VIII. Incident/Accident Reports:

A. Any adverse events involving the welfare of a VA beneficiary while in the care of the contractor during transport shall be recorded and reported to the COR or to the AOD after normal business hours (4:00pm-7:30am) within 24 hours of the event.

B. The contractor shall make initial contact immediately after the event via telephone, fax, or email notifying the VA of any incident, accidents, or medication or transfusion errors involving injury to VA patients during transport. The VA will provide POC’s and phone numbers after contract award and prior to service start.

C. The contractor shall prepare and submit a detailed incident report with all information necessary to conduct a full review (date, time, patient, place of pick, place of incident, names of parties involved, a detailed summary of events etc.) with recommended/implemented corrective action within 24 hours of such incident to the contracting officer with a copy to the Chief, Member Services of VA Pacific Island Health Care System, Honolulu.

IX. Infection Control Requirements:

A. Health tests. Contractor attests that assigned personnel have fulfilled all testing and screening requirements as described below prior to first duty shift. Evaluations and tests shall be current within the past year, except as noted. At the VA’s request, Contractor shall provide proof that all requirements are current and fully met as described within 2 business days of request.

B. Tuberculosis Screening and Testing.

i. For those with previous documented positive Purified Protein Derivative (PPD) test results: All Contractor personnel shall provide a note from their physician, dated within the past three months stating they are free of any signs and symptoms of tuberculosis. This evaluation will be renewed annually.

ii. For those with previously negative PPD skin test results: All Contractor personnel shall provide proof of a negative reaction to PPD testing, performed in accordance with the latest CDC standards and CDHC/California Tuberculosis Controllers Association guidelines, within the past 6 months. This test shall be renewed annually.

iii. For PPD skin converters (a change from a previously negative skin test to positive; defined as an increase in duration of 10mm or more with 2 years): An evaluation from their physician within 30 days of the positive test stating they are free from signs/symptoms of TB and indicating whether prophylactic treatment is indicated. If treatment is indicated, a note from the physician stating it was satisfactorily completed.

iv. Rubella Testing. All Contractor personnel shall provide proof of immunization for measles, mumps, rubella or a rubella titer of 1.8 or greater. If the titer is less than 1.8, a rubella immunization shall be administered with a follow-up documentation provided to the COR.

v. Varicella (Chicken Pox) Testing. Provide a history of varicella or, if unknown, results.

X. Security:

A. Controls – The contractor shall comply with the VA administrative, physical and technical security controls to ensure that the Government’s security requirements are met.

B. Identification Badges – All contractor employees shall wear Contractor provided, tamper proof photo identification badges when working in Government facilities.

C. Information Security – The Contractor shall adhere to the security requirements in Attachment III.

XI. Health Insurance Portability and Accountability Act (HIPAA), Privacy Rule, and Security Rule

Whereas the Contractor will have access to Business Associate Protected Health Information (PHI) and Electronic Protected Health Information (EPHI) that is subject to protection under regulations issued by the Department of Health and Human Services, as mandated by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), 45 CFR Parts 160 and 164, Subparts A and E, the Standards for Privacy of Individually Identifiable Health Information (“Privacy Rule”), and 45 CFR Parts 160 and 164, Subparts A and C, the Security Standard (“Security Rule”); and whereas, Department of Veterans Affairs Veterans Health Administration is a “Covered Entity” as that term is defined in the HIPAA implementing regulations, 45 CFR 160.103, the Contractor will be required to complete the blanks, sign, date and provide a completed Business Associate Agreement with their quotation or proposal (as provided as an attachment to this solicitation).

The Contractor shall dispose of archived records in accordance with HIPAA and the ambulance companies’ accreditation standards. The Joint Commission & VA regulations:

· Records Control Schedule (RCS) 10-1, Section XXVI.

· M1, Part I, Chapter 5, Patient Records.

· Joint Commission on the Accreditation of Healthcare Organizations (JCAHO), Standard IM.2 and IM3

XII. Non-Personal Services:

The Government will neither supervise contractor employees nor control the method by which the contractor performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual contractor employees. It shall be the responsibility of the contractor to manage its employees and to guard against any actions that are of the nature of personal services or give the perception of personal services. If the contractor feels that any actions constitute, or are perceived to constitute personal services, it shall be the contractor’s responsibility to notify the CO immediately. These services shall not be used to perform work of a policy/decision making or management nature, i.e., inherently Governmental functions. All decisions relative to programs supported by the contractor shall be the sole responsibility of the Government.

XIII. Designation of Contracting Officer Representative (COR):

A. The Contracting Officer (CO) will appoint a Contracting Officer Representative (COR) to perform tasks related to the execution and surveillance of this contract. The COR will be designated to represent the CO in furnishing technical guidance and advice under this contract. The foregoing is not be construed as authorization to interpret or furnish advice and information to Contractor relative to the financial or legal aspect of the contract. Those matters are the responsibility of the CO and shall not be delegated.

B. The CO is responsible for the administration of this contract. The CO is the only individual authorized, to extent indicated in this contract, to take actions on behalf of the Government, which may result in changes in the contract terms, to include deviation from the statement of work, details, and performance schedules. Communications pertaining to contractual matters shall be addressed to the CO. No changes in or deviation from the scope of work shall be affected without a written modification to the contract executed by the CO. No oral statements of any person whosoever will in any matter or degree, modify or otherwise affect the terms of this SOW.

C. The Contractor will receive a copy of Delegation Letter which will identify the COR appointed by the CO.

XIV. Contractor’s Quality Assurance Plan (QAP):

A. The contractor shall establish and maintain a complete QAP to assure the requirements of this contract are provided as specified, during the life of the contract. The contractor’s QAP shall include the following:

i. An inspection plan covering all services required by this contract: The inspection plan must specify the type of inspections (i.e. scheduled, unscheduled), areas for inspection, frequency of inspections and documentation of inspections, and who will conduct the inspections, with his or her title specified.

ii. On-site records of all inspections conducted by the Contractor: The inspection records must note findings and necessary corrective action taken, the timeframe, and follow-up responsibility/issues. The VA reserves the right to request copies of any and/or each inspection.

iii. Internal procedures for updating medical service protocols: The contractor must have established internal procedures for updating medical service protocols, which have been revised, requires changes and/or incorporation of new protocols since licensing. The changes to processes, equipment, and/or protocol that may affect performance of contract must be communicated in writing to the Contracting Office.

iv. Methods for identifying and preventing deficiencies: The contractor must have quality improvement mechanisms in place that allows the business to evaluate the quality of services performed by using established methods for identifying and preventing deficiencies before the level of performance becomes unacceptable. Specific organizational monitoring functions and areas must be identified with levels of responsibility associated, noting intermediate supervisory responsibility and overall management responsibility for ensuring total acceptable performance.

v. On-site competency records of each employee: The contractor must have employee records available on-site that identifies the character, physical capabilities, certifications, and ongoing training records of each employee performing services under this contract.

vi. On-site records for tracking of customer complaints and actions taken the contractor shall keep onsite records for tracking customer complaints or problems with the procedures or initiatives implemented for correction and/or elimination of the problem before negative effects caused interruption of performance on contract.

vii. Drug Testing Policy: The contractor shall have internal policies and procedures for addressing drug and alcohol abuse.

viii. Patient Satisfaction Survey: Contractor shall develop a patient satisfaction survey for the VA’s approval. Once approved contractor shall report results of the survey semi- annually.

XV. Quality Assurance Surveillance Plan:

Quality Assurance Surveillance Plan: See Attachment II.

XVI. Invoices:

Invoices must be submitted electronically to VA-FSC in one of two ways:

XVII. Reports

The contractor shall provide to the CO and the COR a quarterly report that details trip orders to include: date of call order, date of trip, origin point, destination point, date of origin flight, date the contractor-RN returns back to origin, additional services/supplies and cost, cost of airfare (for each segment), cost of hotel (if applicable), cost of per diem (if applicable). The report shall include proof of actual costs for airfare and hotel.

XVIII. Deliverables and Delivery Schedule:

Reference

award

Format

award

Format

(proof of costs)

XIX. Performance Requirements and Standards:

The performance objective for this Performance Work Statement (PWS) is to provide secure medical escort services via commercial airlines in an effective, efficient, and flexible manner to meet the Government’s operational requirements throughout the Pacific. The health, safety, and security of contractor personnel and the veteran-patient shall remain a top priority. All transportation and medical escort services shall be met through compliance with all applicable state and federal regulations. The Contractor shall be responsible for all costs associated with providing the services specified in the task order/contract.

VA261-16-A-0004

XX. Special Considerations:

A. Changes to the PWS – No changes to the PWS or cost increases shall be incurred without written prior approval of the CO as coordinated by the COR. Any changes or cost increases will not take effect until the CO executes a written modification.

B. Travel – Every effort will be made to obtain economic airfares. Travel and per diem costs are reimbursed in accordance with the Federal Acquisition Regulations (FAR) 31.205-46, the Federal Travel Regulations and in accordance with acceptable accounting procedures.

C. Non-Disclosure of Information – Any information made available to the Contractor by the Government shall be used only for the purpose of carrying out the provisions of this contract and shall not be divulged or made known in any manner to any persons except as may be necessary in the performance of the task.

XXI. NARA Records Management Language for Contracts (May 2017):

https://www.archives.gov/records-mgmt/handbook/records-mgmt-language.html

RECORDS MANAGEMENT OBLIGATIONS

A. Applicability This clause applies to all Contractors whose employees create, work with, or otherwise handle Federal records, as defined in Section B, regardless of the medium in which the record exists.

B. Definitions “Federal Record” as defined in 44 U.S.C. § 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them.

The term Federal record:

1. includes [Agency] records.

2. does not include personal materials.

3. applies to records created, received, or maintained by Contractors pursuant to their [Agency] contract.

4. may include deliverables and documentation associated with deliverables.

C. Requirements The following standard Items relate to records generated in executing this contract and should be included in a typical contract where records could possibly be created, maintained or dispositioned:

ADD THE FOLLOWING 11 ITEMS TO THE STATEMENT OF WORK (SOW):

1. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

2. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

3. In accordance with 36 CFR 1222.32, Contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

4. [FACILITY] and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of [FACILITY] or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701.

In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, Contractor must report to [FACILITY]. The agency must report promptly to NARA in accordance with 36 CFR 1230.

5. The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the [contract vehicle]. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to [FACILITY] control or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the [contract vehicle]. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

6. The Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The Contractor (and any sub-contractor) is required to abide by Government and [FACILITY] guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

7. The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with [FACILITY] policy.

8. The Contractor shall not create or maintain any records containing any non-public [FACILITY] information that are not specifically tied to or authorized by the contract.

9. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the Freedom of Information Act.

10. The [FACILITY] owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which [FACILITY] shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Contractor rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR 52.227-20.

11. Training. All Contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take VHA-provided records management training. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

[Note: To the extent an agency requires contractors to complete records management training, the agency must provide the training to the contractor.] D. Flow down of requirements to Subcontractors

1. The Contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph, in all subcontracts under this [contract vehicle], and require written subcontractor acknowledgment of same.

2. Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.

SECTION C - CONTRACT CLAUSES

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.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement.