36C26219R0056-001.docx

36C26219R0056

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C26219R0056 04-29-2019 Tashodra Rogers 562-766-2246 5-29-2019

3:00 PM

00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 X 621420 $15 Million X N/A X Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971 See CONTINUATION Page Please see enclosed schedule of services and price.

See CONTINUATION Page X Sandra Fusco Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(Continuation from Standard Form 1449, block 18A)

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

a. CONTRACTOR: Name and Position Title: ____________________________ Company Name: __________________________________ Address: _________________________________________ Telephone: _______________________________________ Email: __________________________________________

b. GOVERNMENT: Sandra Fusco – Contracting Officer

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: Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing. If you have any questions about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

•Tungsten e-Invoice Setup Information: 1-877-489-6135 •Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com •FSC e-Invoice Contact Information: 1-877-353-9791 •FSC e-invoice email: vafsccshd@va.gov

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

B.2 NOTIFICATION TO OFFERORS

1. Offerors shall complete and return all information designated in the enclosed FAR clause 52.212-1, Instructions to Offerors – Commercial Items, paragraph b, prior to the time specified in block 8 of SF1449 in order to be considered for award. Offerors should also reference the enclosed addendum to FAR clause 52.212-1, and 52.212-2 Evaluation – Commercial Items, regarding requirements for proposal submissions. Failure to follow instructions may preclude the offeror from further consideration.

2. Offerors should thoroughly review the specifications and be familiar with the requirements of the solicitation prior to submitting proposals in order to be fully aware of the scope of services required. Failure to do so will not relieve the successful offeror from performing in accordance with the strict intent and meaning of the specifications without additional cost to the Government.

3. INQUIRIES: Direct all inquiries via email only to the Contract Specialist, Tashodra Rogers, at Tashodra.Rogers@va.gov no later than May 7, 2019 by 3:00 PM PST. An amendment will be issued to address all questions on or about May 10, 2019.

4. BACKGROUND. The Veterans Affairs San Diego Healthcare System (VASDHS) has a requirement for Contract Opioid Substitution Treatment Services for Veteran beneficiaries suffering from substance abuse. The Government desires multiple locations to accommodate Veterans within the catchment area of all of San Diego County. Therefore, multiple awards may result from this solicitation.

5. POST AWARD CONFERENCE. Successful Contractor(s) shall participate in a post-award orientation conference. Conference will include the Contracting Officer, COR, Program Manager, Contractor, and others designated.

B.3 SCHEDULE OF SERVICES AND PRICE

This is an indefinite delivery, indefinite quantity, (IDIQ) fixed-price contract. Prices in this schedule represent an all-inclusive rate including labor, supervision, facilities, and supplies necessary for the performance of this contract. Costs not incorporated into the contractor’s price will not be reimbursed by the Government.

The guaranteed minimum amount for this contract is $500.00. The maximum aggregate value of the order that can be placed under this contract is $3,000,000.00. The Government does not guarantee that it will place any orders under this contract in excess of the guaranteed minimum amount.

The previous option year pricing will apply to any extension pursuant to FAR 52.217-8

Base Year: July 1, 2019 – June 30, 2020

Price

Option Period One (1): July 1, 2020 – June 30, 2021

Option Period Two (2): July 1, 2021 – June 30, 2022

Option Period Three (3): July 1, 2022 – June 30, 2023

Option Period Four (4): July 1, 2023 – June 30, 2024

B.4 STATEMENT OF WORK (SOW)

1. CONTRACTOR REQUIREMENTS.

1.1. The Contractor shall provide commercially available Opioid Substitution Treatment Services at the Contractor’s treatment facility(s).

1.2. The Contractor shall hold and maintain the following:

1.2.1. Opioid Treatment Program Certification by the United States Department of Health and Human Services.

1.2.2. Narcotic Treatment Program License by the State of California, Department of Health Care Services.

1.2.3. Unified Program Facility Permit, County of San Diego, Department of Environmental Health.

1.2.4. Clinical Laboratory Registration, State of California, Department of Public Health or a Clinical Laboratory Improvement Amendments (CLIA), Certificate of Waiver.

1.2.5. Accreditation from The Joint Commission (TJC) or the Commission on Accreditation of Rehabilitation Facilities (CARF) or an accreditation from the Council on Accreditation (COA).

1.2.6. Controlled Substance Registration Certification by the United States Department of Justice Drug Enforcement Administration.

1.2.7. State certification and licensed professionals (e.g. CADAC for AT, current unrestricted license for LVN, RN, NP, PA, MD).

2. PLACE OF PERFORMANCE. The contractor’s treatment facility(s). Contractor shall provide opioid substitution, counseling and random drug testing at all the facilities under contract.

3. GENERAL CONTRACT REQUIREMENTS.

3.1. The Contractor shall represent that neither they, nor their agents, officers, employees, assignees or successors in interest, are excluded from participation in the Medicare, Medicaid, or related federal or state programs. Contractor shall immediately notify the Contracting Officer of the exclusion from such programs of any of its agents, officers, employees, assignees, or successors in interest. Such exclusion may be grounds for immediate termination of the contract if they are not removed from contract performance.

3.2. The Contractor shall maintain on-site records identifying the character (standard commercial employment criminal background check), certifications, JC required competencies, and ongoing training of each employee performing services under this contract.

3.3. The Contractor shall keep a log for all Initial Patient Evaluation appointments. The log shall indicate at minimum, the date of VA request for appointment, date appointment was scheduled for, date and time of patient actual arrival for appointment, HIPAA approved method of patient identification, actual time the patient was seen by the MD, DO, Nurse Practitioner, or Physician’s Assistant (provider) and the patient’s checkout time. This information may be used for customer satisfaction surveys, statistics, and contractor performance monitoring.

3.4. The Contractor shall have a Customer Satisfaction program, including keeping on-site records of any complaints or problems, with procedures taken to allow for corrections and/or elimination before effects cause interruption to performance of contract. Customer Satisfaction Surveys are also to be requested of patients with the completed results and comments compiled quarterly and provided to the VA.

3.5. Contractor shall maintain and provide updated copies of insurance, licenses, and accreditation(s). They shall be verified annually or as required. Failure to maintain insurance, license(s), and accreditation(s) shall provide grounds for contract termination for cause.

3.6. The Contractor shall be responsible for creating, maintaining, and disposing of all required records and reports for performance of this contract. If requested by the Government, the Contractor shall provide the original record or a reproducible copy of any such records within five (5) working days of receipt of request. HIPAA requirements shall be complied with at all times.

3.7. The Contractor shall not advertise or use any marketing material, logos, trade names, service marks, or other material belonging to VA San Diego Healthcare System without the VA San Diego Healthcare System’s consent.

4. GOVERNMENT FURNISHED SERVICES.

4.1. The Government shall provide the contractor the necessary VA authorization for each Veteran patient assigned, along with the Veteran’s completed VA assessment and proposed treatment plan.

4.2. The VA shall conduct the initial interview, assessment and proposed treatment plan for all Veterans interested in becoming a patient in the Contractor’s program. These items will be completed before the individual is referred to the Contract provider for evaluation for suitability. Contractor will only invoice VA for those patients who are referred by VA. The VA shall provide the Contractor the VA prepared initial treatment plan for each Veteran patient.

5. REQUIRED SERVICES.

5.1. The Contractor shall:

5.1.1. Furnish all facilities, equipment, supplies, management, supervision and labor required for the performance of this contract, except that specifically identified as Government-Furnished. The catchment area for this requirement is all of San Diego County. The Government desires a facility or facilities that is/are easily accessible to Veterans who may visit each day, and which has adequate parking and public transportation nearby. Additionally, the facility shall be wheelchair accessible and meet Americans with Disabilities Act guidelines for buildings and facilities found at: http://www.ada.gov/reg3a.html#Anchor-Appendix-52467.

5.1.2. Provide a board-certified provider (MD or DO) who shall act as the medical director (preferably with a sub specialization certification from American Board of Addiction Medicine or American Board of Psychiatry and Neurology) and provide a board-certified provider (MD, DO, NP, PA) who can conduct an individual evaluation. The contractor’s provider shall be responsible for determining the correct dosage levels for the Veteran patient and adjusting as medically appropriate.

5.1.3. Provide a Registered Nurse or Licensed Vocational Nurse who will dispense the daily dose of methadone necessary for each patient.

5.1.4. Routinely conduct two (2) random urinalyses on each patient monthly.

5.1.5. Provide two (2) counseling sessions per month for each enrolled Veteran. Counselors shall hold a current license or certification as an addiction specialist with the State of California.

5.1.6. Conduct an evaluation of all substances used by Veterans, current or in the past, using the fifth edition of the Diagnostic and Statistical Manual of Mental Disorders (DSM-5) diagnostic criteria.

5.1.7. Provide access to all onsite or offsite training involving any aspect of opiate substitution treatment to VA patients enrolled in the Contractor’s treatment program.

6. SITE INSPECTION. The VA San Diego Healthcare System shall conduct an inspection of the Contractor’s facility(s) at any time during the contract performance. The Contractor shall permit on-site visits by VA personnel to ensure compliance with contract requirements and shall make all records, accreditations, licenses, documents/or inspection reports available for VA review at any time.

7. INCIDENT REPORTING. Issues of conflict with VA patients are expected to be resolved quickly and will be reported to the COR as soon as possible and not more than within 24 hours of occurrence.

8. CONFLICT OF INTEREST. The Contractor shall not employ any person who is an employee of the United States Government if the employment of that person would create a conflict of interest. The Contractor shall not employ any person who is an employee of the VA, unless such person seeks and receives approval in accordance with VA Regulations. Nor shall the Contractor employ any person who, as a member the Contractor staff, would create a conflict of interest or the appearance of a conflict of interest, particularly with regard to influencing the contract negotiations or terms of the contract. In any such case, VA shall review the matter and give its approval in accordance with agency ethics rules.

9. CONTRACTOR LIASON. The Contractor shall designate one primary and one alternate employee who shall be responsible for the performance of the work under this contract. The liaison shall have full authority to act for the Contractor on all matters relating to the daily operation of this contract. The liaison may be one of the personnel performing under this contract.

Primary Contractor Liaison: _____________________ Phone: ____________ Fax: _______________

Alternate Contractor Liaison: _____________________ Phone: ____________ Fax: ______________

12. STANDARDS OF CONDUCT.

12.1. The Government reserves the right to refuse acceptance of contract personnel whose personal or professional conduct jeopardizes patient care. Breaches of conduct include intoxication or debilitation resulting from drug use, theft, abuse, dereliction or negligence in performing directed tasks, or other abuse, or other conduct resulting in formal complaints by the patient, COR or other VA staff. Standards for conduct shall mirror those prescribed by current Federal Personnel Regulations. A review of current Federal Personnel Regulations can be found at http://www.opm.gov/hr_practitioners/lawsregulations.

12.2. Complaints concerning contract personnel’s conduct with Government employees or patients will be reported to the COR. The Contracting Officer is the final authority on validating complaints. In the event that Contractor personnel are involved and named in a validated complaint, the Government reserves the right to refuse acceptance of the services of such personnel. This does not preclude refusal in the event of incidents involving physical or verbal abuse. The final arbiter on questions of acceptability is the Contracting Officer.

13. DRUG SCREENING.

13.1. The Contractor shall be responsible for ensuring their employees are not using illegal drugs and shall conduct random drug testing to ensure a drug-free environment. Contractor personnel shall be subject to drug testing when there is a reasonable suspicion that they use or are impaired by illegal drugs while on duty. Reasonable suspicion of drug use or impairment includes, but is not limited, to the following:

13.2. Observable phenomena, such as direct observation of drug use, possession, or the physical symptoms of being under the influence of a drug.

13.3. A pattern of abnormal conduct or erratic behavior.

13.4. Arrest or conviction for a drug-related offense or the identification of a Contractor physician as the focus of a criminal investigation into illegal drug possession, use, or trafficking.

13.5. Information provided either by reliable and credible sources or independently corroborated; or newly discovered evidence that the Contractor personnel has tampered with a previous drug test.

14. PATIENT SENSITIVITY.

14.1. Contractor staff shall respect and maintain the basic rights of patients, demonstrating concern for personal dignity and human relationships.

14.2. Contractor shall treat Patient lists as privileged information. Lists and names of patients shall not be disclosed to or revealed outside the VA or Opioid/Methadone Treatment Agency (OTA) without prior written permission by the VA Chief of Staff. The Contractor shall comply with HIPAA standards and only release medical information obtained during the course of this contract to other VA or OTA staff involved in the care and treatment of that individual patient, or as authorized by VA Release of Information Section.

15. HEALTH REQUIREMENTS.

15.1. The Contractor shall certify that their employees have received immunizations for purposes of infection control consistent with generally accepted public health standards and any immunizations necessitated by any outbreaks in the area/community.

15.2. As a condition of employment, the Occupational Safety and Health Administration (OSHA) requires that all Contractor personnel who will have occupational exposure to blood, other body fluids, or other potentially infectious materials, shall receive Hepatitis B vaccine, sign a voluntary declination, or have documented proof of immunity to Hepatitis B infection. The immunization shall be the responsibility of the Contractor at no cost to the Government.

15.3. The Contractor’s personnel having patient contact or exposure to biological or pathological specimens shall be immunized against, be granted an immunization waiver for, or have documented proof of immunity to: rubella, mumps, polio and Hepatitis B. In addition, Contractor’s personnel shall be free of infectious diseases (to include but not limited to active Tuberculosis and Viral Hepatitis) that might reasonably be expected to place other workers, patients, or the public at risk.

15.4. The Contractor shall provide the Government with all the information necessary to ensure that Government records are maintained correctly and in compliance with TJC, OSHA and the Center for Disease Control health records requirements, for each individual Contractor employee.

16. MEDICAL RECORDS. Clinical or other medical records of patients treated by Contractor personnel under this contract are considered VA records and will be forwarded to the VA upon request. Contractor personnel who obtain access to hardware or media which may manipulate or store drug or alcohol abuse data, sickle cell anemia treatment records, records, test or treatment for or infection with HIV, medical quality assurance records, or any other sensitive information as defined by the VA, shall not have access to the records unless absolutely necessary to perform their contractual duties. Any individual who has access to these data will disclose them to no one, including other employees of the Contractor not involved in the performance of the contractual duty for which access was obtained.

17. RELEASE OF MEDICAL INFORMATION. The Contractor shall take reasonable measures to ensure patients’ privacy and confidentiality. Patients’ demographics shall be treated as privileged information. The Contractor shall only release medical information obtained during the course of this contract to VA employees involved in the care and/or treatment of the patients. The Contractor personnel shall make sure no patient information of any type is given to outside parties, agencies or organizations of any type without the expressed written consent of the patient and the VA and only in capacities directly related to the provision of the services contracted in this instrument. Lists, names, and/or social security numbers of patients shall not be disclosed or revealed in any way, for any use outside the Contractor’s facility or without prior express written permission of the Contracting Officer or the patient. That only the minimum necessary patient information is used to provide appropriate service to the correct patient. Transcribed reports containing personal identifiers, when not used as an official document, shall be shredded by the Contractor. The Contractor is subject to the same penalties and liabilities for unauthorized disclosures of such records as VA personnel as prescribed in VA Handbook 6500.6, Contract Security Requirements for Unclassified Information Technology Resources, found at the link in the clause at http://www.iprm.oit.va.gov/Security_and_Privacy_Requirements_for_Contractors.asp.

18. COMPUTER SECURITY. In the performance of official duties, if the Contractor personnel shall have regular access to printed and electronic files containing sensitive data, that information shall be protected under the provisions of the Privacy Act of 1974 and other applicable laws, federal regulations, VA statutes and policy, and VHA policy. The Contractor shall be responsible for protecting the data from unauthorized release or from loss, alteration, or unauthorized deletion and for following applicable regulations and instructions regarding access to computerized files, release of access codes, etc., as set out in the access agreement which the Contractor personnel signs.

20. HEALTH INSURANCE PORTABILITY and ACCOUNTABILITY ACT (HIPAA).

19.

20.

20.1. Contractor shall take reasonable measures to ensure each patient’s privacy and confidentiality. The Contractor personnel herein agree to take all reasonable precautions to safeguard patient information from unauthorized disclosure, access or modification, in both electronic and hard-copy formats. This includes not only electronic security measures such as “strong” user passwords on computer systems, but also physical barriers to prevent unauthorized use of computer work-stations.

20.2. Contractor personnel shall ensure that hard copy patients files are stored in secured lockable areas, that files are in lockable cabinets, that the cabinets can in fact be locked, i.e., keys are available, and the locking mechanisms work properly. This precaution also includes the proper transfer of patient information via electronic means, such as faxing or system-to-system transmission.

20.3. Contractor personnel shall make sure no patient information of any type is given to outside parties, agencies or organizations of any type without the expressed written consent of the patient and the VA and only in capacities directly related to the provision of the services contracted in this instrument.

20.4. Contractor shall ensure that only the minimum necessary patient information is used to provide appropriate service to the correct patient. The Contractor is subject to the same penalties and liabilities for unauthorized disclosures of such records as VA personnel. That the undersigned understands that all parties are bound by the requirements of the “Health Insurance Portability and Accountability Act of 1996” which provide guidance on the protection of patient privacy and confidentiality. This Act mandates that all government agencies and those bodies with whom they contract shall be in compliance with the directives of the Act.

20. EVIDENCE OF INSURANCE COVERAGE. Per Section C.21 VAAR 852.237-7, Indemnification and medical Liability Insurance, the Contractor shall furnish certification to the Contracting Officer before commencing work under this contract, that the coverage required (General & Professional Liability as well as Workers Comp) has been obtained and such policy shall state, “This policy may not be changed or cancelled without written notice to the VA Contracting Officer, Network Contracting Office 22, 4800 Airport Plaza Drive, Suite 600, Long Beach, CA 90815. Said policy shall bear an appropriate “loss payable clause’’ to the United States as its interest may appear. Such evidence of insurance will not be waived.

21. PERSONNEL POLICY.

25.1 The Contractor shall assume full responsibility for the protection of its personnel furnishing services under this contract. To carry out this responsibility, the Contractor shall provide the following to its personnel:

25.1.1 Worker’s compensation

25.1.2 Professional liability insurance

25.1.3 Health examinations

25.1.4 Income tax withholdings

25.1.5 Social Security withholdings

25.2 Payment for any leave, including sick leave or vacation time is considered the sole responsibility of the Contractor. The Contractor shall comply with all existing local, state, federal and/or union laws, regulations relevant to fringe benefits, and premium pay for their employees. Such personnel shall not be considered VA San Diego Healthcare System employees for any purpose and shall be considered employees of the Contractor. There is no employer-employee relationship between the VA and the Contractor or the Contractor’s employee(s).

26 OVERTIME AND HOLIDAY PAY. Any overtime and/or holiday pay that may be entitled to Contractor personnel shall be the sole responsibility of the Contractor and shall not be billed to nor reimbursed by the Government.

27 NATIONAL HOLIDAYS. Listed below are the ten (10) national holidays. When one of the holidays falls on a Sunday, the following Monday will be observed as a national holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a national holiday by U.S. Government Agencies. Also included would be any day specifically declared by the President of the United States of America as a national holiday.

28 BILLING FOR SERVICES. The contractor is responsible for submitting billing for services in accordance with Section B.1 Contract Administration Data.

29 SECURITY INCIDENT INVESTIGATION.

29.

30.

30.1. 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/subcontractor shall immediately notify the COR 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/subcontractor has access.

30.2. To the extent known by the Contractor/subcontractor, the Contractor/ subcontractor’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/subcontractor considers relevant.

30.3. In instances of theft or break-in or other criminal activity, the Contractor/subcontractor shall 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, its employees, and its subcontractors 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/subcontractor 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.

31. GOVERNMENT ORIENTATION AND TRAINING.

31.1. The VA may provide a briefing to familiarize the Contractor’s personnel on VA policies and procedures on the first scheduled duty day or within a period acceptable to the VA. The Contractor shall ensure that all of the Contractor’s personnel attend, participate and complete all VA mandatory training that is required to include but not limited to VA Handbook 6500.6 Appendix C Paragraph 9 – Training listed below.

31.2. All Contractor employees and subcontractor employees requiring access to VA information and VA information systems shall complete the following before being granted access to VA information and IT Systems:

31.2.1. Sign and acknowledge (either manual or electronically) understanding of and responsibilities for compliance with the Contractor Rules of Behavior, Appendix E relating to access to VA information and Technology Systems.

31.2.2. Successfully complete the VA Cyber Security Awareness and Rules of Behavior training and annually complete required security training.

31.2.3. Successfully complete the appropriate VA Privacy training and annually complete required privacy training.

31.2.4. Successfully complete any additional Cyber Security or Privacy training, as required for VA personnel with equivalent information system access as defined by the VA Program Office.

31.3. The Contractor shall provide to the contracting officer and/or the COR a copy of the training certificates and certification of signing the Contractor Rules of Behavior for each applicable employee within one (1) week of the initiation of the contract and annually thereafter, as required.

31.4. Failure to complete the mandatory annual training and sign the Rules of Behavior annually, within the timeframe, is grounds for suspension or termination of all physical or electronic access privileges and removal from work on the contract until such time as the training and certifications are complete.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment. —

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract…