36C26318Q0453-001.pdf

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 82

636-18-2-2301-0152

36C26318Q0453 03-29-2018

John Milroy 605-336-3230 04-05-2018

4:00 PM

Department of Veterans Affairs

NETWORK CONTRACTING OFFICE 23

2501 W. 22nd St.

Sioux Falls SD 57105

X 100

X

541519

$27.5 Million

N/A

VA Nebraska Western-Iowa Health Care Sys

4101 Woolworth Avenue

Omaha NE 68105

2501 W. 22nd St.

Sioux Falls SD 57105

Department of Veteran Affairs

Electronic Invoicing System

Tungsten Electronic Invoicing

VA Tungsten Number is: AAA544240062

1-877-489-6135

See CONTINUATION Page

Maintenance service for a base year plus 4 option years to provide hardware support, software support and licensing maintenance for a Rauland Responder 5 and a Vocera

Extension/Engage for the VA Nebraska Western-Iowa

Health Care System.

This procurement is a total Service-Disabled Veteran Owned

Small Business Set-Aside and is in accordance with FAR 12 &

FAR 13

At the time of submission of offer, the offeror must be registered and current in the System for Award Management

SAM) Database. See Section B for Statement of Work/Cost

Schedule for specific requirements.

The Service Contract Labor Standards Apply.

Refer to FAR 52.212-1 and FAR 52.212-2 for offerors submission requirements.

See CONTINUATION Page

636-3680160-2301-820200 2520 010055543

636-18-2-2301-0152

X X

X one

Kelly Nussbaum

NCO2316L3-4591

36C26318Q0333

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

B.2 STATEMENT OF WORK

SECTION C - CONTRACT CLAUSES

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

2017)

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2018)

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

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

C.5 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.6 VAAR 852.203-70 COMMERCIAL ADVERTISING (JAN 2008)

C.7 VAAR 852.203-71 DISPLAY OF DEPARTMENT OF VETERAN AFFAIRS HOTLINE

POSTER (DEC 1992)

C.8 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED

SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

C.9 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN

2011)

C.10 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2012)

C.11 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

C.12 IT CONTRACT SECURITY

National Archives and Records Administration (NARA) Records Management Language for

Contracts

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

WAGE DETERMINATION OMAHA, NE

WAGE DETERMINATION GRAND ISLAND, NE

BUSINESS ASSOCIATE AGREEMENT

SECTION E - SOLICITATION PROVISIONS

E.1 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JUL 2013)

E.2 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JAN 2017)

ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS— COMMERCIAL ITEMS

E.3 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.4 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL

ITEMS (NOV 2017)

E.5 52.216-1 TYPE OF CONTRACT (APR 1984)

E.6 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.7 VAAR 852.209-70 ORGANIZATIONAL CONFLICTS OF INTEREST (JAN 2008)

E.8 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE RESOLUTION

(JAN 2008)

E.9 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (JAN 1998)

E.10 VAAR 852.270-1 REPRESENTATIVES OF CONTRACTING OFFICERS (JAN 2008) 28

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:

b. GOVERNMENT: Contracting Officer 36C263

2501 W. 22nd St.

Sioux Falls SD 57105

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly

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

Department of Veteran Affairs

Electronic Invoicing System

Tungsten Electronic Invoicing

VA Tungsten Number is: AAA544240062

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the

Solicitation numbered and dated as follows:

AMENDMENT NO DATE

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBE

R

DESCRIPTION OF

SUPPLIES/SERVIC

ES

QUANTIT

Y

UNI

T UNIT PRICE AMOUNT

0001 Maintenance of

Rauland Responder 5

Software System Base

Year

Contract Period: Base

POP Begin: 05-01-

POP End: 04-30-2019

12.00 MO ________________

0002 Maintenance of

Vocera

Extension/Engage

Software System Base

Year

Contract Period: Base

POP Begin: 05-01-

POP End: 04-30-2019

12.00 MO ________________

1001 Maintenance of

Rauland Responder 5

Software System

Option Year 1

Contract Period: Base

POP Begin: 05-01-

POP End: 04-30-2020

12.00 MO ________________

1002 Maintenance of

Vocera

Extension/Engage

Software System

Option Year 1

Contract Period:

Option 1

POP Begin: 05-01-

POP End: 04-30-2020

12.00 MO ________________

2001 Maintenance of

Rauland Responder 5

Software System

Option Year 2

Contract Period:

Option 2

POP Begin: 05-01-

POP End: 04-30-2021

12.00 MO ________________

2002 Maintenance of

Vocera

Extension/Engage

12.00 MO ________________

Software System

Option Year 2

Contract Period:

Option 2

POP Begin: 05-01-

POP End: 04-30-2021

3001 Maintenance of

Rauland Responder 5

Software System

Option Year 3

Contract Period:

Option 3

POP Begin: 05-01-

POP End: 04-30-2022

12.00 MO ________________

3002 Maintenance of

Vocera

Extension/Engage

Software System

Option Year 3

Contract Period:

Option 3

POP Begin: 05-01-

POP End: 04-30-2022

12.00 MO ________________

4001 Maintenance of

Rauland Responder 5

Software System

Option Year 4

Contract Period:

Option 4

POP Begin: 05-01-

POP End: 04-30-2023

12.00 MO ________________

4002 Maintenance of

Vocera

Extension/Engage

Software System

Option Year 4

Contract Period:

Option 4

POP Begin: 05-01-

POP End: 04-30-2023

12.00 MO ________________

GRAND TOTAL ________________

B.2 STATEMENT OF WORK

1. Scope of Work:

1.1. The contractor shall provide helpdesk support, hardware support, software patch installation and software update installation for a Rauland Responder 5 and a Vocera Extension/Engage.

1.2. The intent of the project is to have a contractor provide support for the VA-owned systems that have already been installed and licensed.

2. Period of Performance

2.1. Base Year: 05/01/2018 to 04/30/2019

2.2. Option Year 1: 05/01/2019 to 04/30/2020

2.3. Option Year 2: 05/01/2020 to 04/30/2021

2.4. Option Year 3: 05/01/2021 to 04/30/2022

2.5. Option Year 4: 05/01/2022 to 04/30/2023

3. Software to Support:

3.1. Rauland Responder 5 Software System.

3.2. Vocera Extension/Engage Software System.

4. Hardware to Support:

4.1. Four Proprietary Vocera Extension/Engage Servers supporting the VA Nebraska Western-

Iowa Health Care System at Omaha VA Medical Center and the Grand Island VA Medical

Center.

4.2. Four Cisco based Rauland Responder 5 Servers supporting the VA Nebraska Western-Iowa

Health Care System at Omaha VA Medical Center and the Grand Island VA Medical Center.

5. Excluded Services

5.1. The following services are NOT to be included with this contract:

5.1.1. Modification of Rauland Responder 5 system and Vocera Extension/Engage system.

5.1.2. Training on and/or for Rauland Responder 5 system and Vocera Extension/Engage system.

5.1.3. Installation of new servers, licenses and/or instances of Rauland Responder 5 and Vocera

Extension/Engage.

5.1.4. Any project management or program management services.

5.1.5. Network Engineering Services including but not limited to installation and/or maintenance of switches, routers, and network cabling.

5.1.6. Data Center Management Services.

6. License Maintenance Requirements

6.1. The contractor will be responsible for maintaining the existing site licensing for the Rauland

Responder 5 system and the Vocera Extension/Engage for VA Nebraska Western-Iowa Health

Care System at Omaha VA Medical Center and the Grand Island VA Medical Center by ensuring all updates, patches, and software fixes are installed.

6.2. The Contractor will be the main point of contact for the Rauland and Vocera for any technical questions, issues and questions concerning the installation, maintenance and updating for the

Rauland Responder 5 system and the Vocera Extension/Engage for VA Nebraska Western-

Iowa Health Care System.

7. Services Level:

7.1. The contractor will develop and provide to the Biomedical Department of the VA Nebraska

Western-Iowa Health Care System helpdesk contact information, how the contractor will document, track and communicate all support issues, and support escalation procedures.

7.1.1. This documentation will incorporate sections 7.5 Helpdesk Support Services, 7.6

Hardware Support Services, and 7.7 Support Prioritization and Service Levels provisions.

7.2. An email listing all support issues (both Helpdesk and System Support), resolution timeframe, and support priority level will be sent to the Biomedical Department of the VA Nebraska

Western-Iowa Health Care System (email NWIHCSBiomedicalStaff@va.gov) at the beginning of each quarter.

7.3. The contractor shall immediately, but not later than 24 consecutive hours after discovery, notify the Contracting Officer Representative and the Contracting Officer in writing of the existence of the development of any repairs or service to the supported software and/or hardware which the contractor considers is outside the terms of the contract. The contactor shall furnish the Contracting Officer with a written estimate of the cost to make necessary repairs.

7.4. No repairs or service that is outside of the terms of the contract will be performed without the written approval of the Contracting Officer.

7.5. Helpdesk Support Services

7.5.1. A 24x7x365 helpdesk.

7.5.1.1. A single phone number and email address to contact regarding support issues is preferred but a separated phone number and email address for Rauland Responder 5 system and Vocera Extension/Engage system is acceptable.

7.5.1.2. Support will be coordinated with the Original Equipment Manufacturers (OEMs) and VA National Service Desk.

7.5.2. If the initial contact cannot resolve the issue, the issue will be logged and the customer will be provided with a way of tracking issues (e.g. a tracking number) and provided with an estimated time of completion.

7.5.2.1. Section 7.6 Support Prioritization and Service Levels will be followed in the event the reported issue cannot be resolved on the initial contact.

7.6. Hardware Support Services

7.6.1. Support of the Rauland Responder 5 system and Vocera Extension/Engage system will be done remotely through a via high-speed secured and protected internet access (VPN) allowing the vendor to remotely access the systems for maintenance and repairs.

7.6.1.1. Support will be coordinated with the Original Equipment Manufacturers (OEMs) and VA National Service Desk.

7.6.2. Maintenance of the Rauland Responder 5 system and Vocera Extension/Engage system include installation of necessary hardware updates, software updates, software patch installation, and troubleshooting of any system and software issues at the server level only. Individual nurse call room devices and Cisco IP phones are not included in this contract. The vendor is only responsible for making changes/maintaining the Rauland and Vocera servers and helping to identify if it’s a device Cisco Unified Communications Manager or Rauland/Vocera server issue.

7.6.3. The VA will authorize qualified technicians remote access to monitor and troubleshoot supported software via high-speed secured and protected internet access (VPN).

7.6.4. All hardware upgrade, software updates and patch installations will be done outside normal business hours (8:00 am – 4:30 pm, Central Time) excluding holidays.

mailto:NWIHCSBiomedicalStaff@va.gov

7.6.4.1. All downtimes will be scheduled with the Biomedical Department of the VA

Nebraska Western-Iowa Health Care System by email

NWIHCSBiomedicalStaff@va.gov and a reminder email will be sent to the

Biomedical Department at24 hours before the scheduled downtime.

7.6.5. The VA will be provided appropriate contact information for Rauland, Vocera and

VA IT support.

7.6.6. The Biomedical Department of the VA Nebraska Western-Iowa Health Care

System will be provided all communications, notices, and updates provided to the contractor by Rauland and Vocera including but not limited to updated user documentation, new release of the supported software and hardware, software patches, and software patches distributed for error corrections, modifications, maintenance.

7.7. Support Prioritization and Service Levels

7.7.1. All Support (both Helpdesk and System Support) issues that cannot be resolved in the initial contact will assigned a Technical Support Issue Priority Level and be resolved within the Designated Response Time as defined in the Technical Support Priority Level

Definition Table.

7.7.2. All support issues (both Helpdesk and System Support) that cannot be resolved in the initial contact will be reported to the Biomedical Department of the VA Nebraska

Western-Iowa Health Care System by email NWIHCSBiomedicalStaff@va.gov within 1 hour of the issue being reported.

7.7.3. Technical Support Priority Level Criteria will be assigned by the contractor but the

Contracting Officer Representative and the Contract Officer has the right to change the

Priority level.

Technical Support Priority Level Definition Table

Technical Support Issue

Priority Level

Condition Designated Response

Time

Priority Level 1 Systems are down/unavailable and no work around is available

60 minutes

Priority Level 2 Systems are down/unavailable, but a work around is available or the system is working slowly/partially

4 hours

Priority Level 3 Systems are impacted and no work around is available

Within 24 Hours

Priority Level 4 Systems are impacted and a work around is available

3 Business Days

7.8. Onsite Support

7.8.1. It is anticipated that all issues can be resolved by VPN remote access. However, if any issue cannot be resolved through VPN remote support, the contract will rearrange for on-site support to resolve the issue. The VA will incur no additional costs for onsite software and/or hardware support.

7.8.2. On-site service and support of the Rauland Responder 5 system and Vocera

Extension/Engage will be scheduled at a mutually convenient time during normal business hours (8:00 am – 4:30 pm, Central Time) excluding holidays if remote efforts to service and support the software and/or hardware fails.

7.8.3. After-hours services shall be available for an additional service charge approved in advanced by the VA Nebraska Western-Iowa Health Care System Biomedical

Engineering Department and will be paid by their government credit card.

7.8.4. For any onsite repairs at VA Nebraska Western-Iowa Health Care System the contractor shall be required to check in with Biomedical department.

7.8.5. In those cases when the Biomed office is closed, contractor personnel will check in and/or out via the VA police and after hours service shall be prearranged with the Biomedical

Department of the VA Nebraska Western-Iowa Health Care System.

7.8.6. When service is completed, the contractor’s service representative(s) will provide a written service report indicating the date of service, the model, serial number, and location of equipment serviced; the name of the representative, and the services performed and parts replaced. Preferred method of delivery is via email to

NWIHCSBiomedicalStaff@va.gov

8. Confidentiality, Privacy, And Security

8.1. Confidentiality: The Department of Veteran Affairs will provide the contractor with access to pertinent patient information for the purposes of providing IT Support to the

Department of Veteran Affairs. The contractor shall ensure the confidentiality of patient information, and shall be held liable in the event of breach of confidentiality. Contractor shall adhere to Health Insurance Portability and Accountability Act (HIPAA) standards.

Any person who knowingly or willingly discloses confidential information from the VA may be subject to criminal penalties.

8.2. Privacy Act and Authorization to Release Information: As a result of this contract, the contractor shall be subject to the Privacy Act of 1974. The medical reports described in this solicitation are irreplaceable medical information that must be safeguarded at all times. Contractor shall refer to the Privacy Act Notification (FAR 52.224-1) and Privacy

Act Clause (FAR 52.224-2) as found in the clauses section. The contractor shall develop and maintain a method of tracking any data obtained from the VA. The contractor is not authorized to release any medical record information. The Department of Veteran Affairs is the sole entity authorized to release any information upon written authorization from the patient.

8.3. Patient Medical Information: Contractor personnel who obtain access to medical records or access hardware/software that may store drug or alcohol abuse data, sickle cell anemia treatment records, records or tests or treatment for infection with HIV, medical quality assurance records, or any other sensitive information protected under 38 U.S.C.

4132 or 3305, as defined by the VA, shall not have access to the records unless absolutely necessary to perform the requirement. Any contractor employee required to access pertinent data shall not disclose to anyone that is not involved in the performance of this task. Any violation of these provisions may involve criminal penalties.

8.4. Patient Medical Records Handling and Storage: Department of Veteran Affairs will allow the contractor personnel to work off-site, remote from the VA facility. However, the contractor is responsible for ensuring that the employees maintain the records in a safe and secure environment. Any examples for content, reference, or formatting must be de-identified.

8.5. In accordance with Federal Acquisition Regulation (FAR) 4.703, the Contractor’s contract files must be maintained for three years after final payment. The Contractor shall destroy the files on the anniversary of the third year after final payment has been received. The destruction shall be coordinated with the VA.

8.6. Destruction of VA Information – All VA data kept onsite by the contractor will be destroyed and/or shredded when not needed. Acceptable methods of onsite final destruction for all content would include burning, pulping, and/or erasing.

8.7. Certification of Destruction – The contractor will provide to the Contracting Officer

Representative and the Contracting Officer written documentation that all records were destructed at the end of the period of performance.

9. Security

9.1. The contractor shall ensure adequate LAN/Internet, data, information, and system security in accordance with VA standard operating procedures and standard contract language, conditions, laws, and regulations.

9.2. The contractor’s firewall and web server that will be utilized for this contract shall meet or exceed the government minimum requirements for security. All government data shall be protected behind an approved firewall.

9.3. Antiviral software shall be installed by the contractor and kept current.

9.4. Equipment should be housed and protected in such a way that reduces the risks from environmental threats and hazards, and the opportunities for unauthorized access, use, or removal.

9.5. Only VA-approved remote access solutions, certified and accredited by VA, may be used.

All remote connections to VA networks must be through Office of Cyber Security authorized configurations and access points.

9.6. Computers used to access the VA network remotely are subject to the following:

9.7. The configurations, processes, and procedures described in the VA Remote Access

Guidelines, published and updated by the Office of Cyber Security (OCS), must be adhered to;

9.8. Any remote access to VA systems that contain sensitive information must be done through One VA Portal exclusively with use of the PIV Card; all work may be done exclusively on the CAG (VA System). After contract award and prior to VA granting access, the contractor shall be required to complete or provide proof of all security requirements;

9.9. All remote access devices used to connect to VA networks will be configured to provide protection from malicious code and unauthorized access.

9.10. VA Directive 6500 shall be adhered to and all requirements met.

9.11. Contract employees are required to log onto VPN access point at a minimum of every two weeks in order to maintain access.

9.12. VA information may not reside on non-VA systems or devices unless specifically designated and approved as appropriate for the terms of the contract.

9.13. The contractor shall provide assurance to VA Information Resources Management (IRM)

Chief, Information Security Officer (ISO), and/or designee that they have adhered to the remote access requirements, that systems are properly configured and that appropriate security mechanisms and monitoring devices are up to date with best practices and technical standards.

9.14. In the event of a data breach or privacy incident involving any SPI the contractor processes or maintains under this contract, the contractor shall be liable to VA for liquidated damages for a specified amount per affected individual to cover the cost of

Upon termination or completion of the contract, computer equipment used in performance of contractual obligations will be sanitized according to VA standards and guidelines. When non-VA equipment is transferred or disposed, the equipment will be sanitized according to VA standards and guidelines. Sanitization of equipment shall include the requirement for the contractor to surrender the hard drives of the equipment to VA for destruction. Additional sanitization of electronic media can be found in VA Handbook 6500.1 “Electronic Media Sanitization.”

9.15. The contractor shall follow all applicable VA policies and procedures governing information security, especially those that pertain to certification and accreditation.

9.16. Contractors are prohibited from establishing communication configurations that would permit access to be established from outside the VA onto VA private networks that bypass established authentication and authorization processes, such as enabling unsecured modems on computers connected to VA internal networks.

9.17. Any security violations or attempted violations shall be reported to the Contracting

Officer Representative, Contracting Officer and VA Information Security Officer (ISO) within one hour of the incident.

10. Contractor Personnel Security Requirements

10.1. All contractor employees are subject to the same level of investigation as VA employees who have access to VA Sensitive Information. The level of background investigation commensurate with the level of access needed to perform the statement of work is:

National Agency Check with Inquiries (Low levels of investigation are significant enough for access to patients, patient records, restricted areas, etc.) (NACI). This requirement is applicable to all subcontractor personnel requiring the same access.

10.2. Before being granted access to VA information or information systems, all contractor employees and subcontractor employees requiring such access shall sign on an annual basis an acknowledgment that they have read, understand, and agree to abide by VA's

Contractor Rules of Behavior which is attached to this contract.

10.3. Before being granted access to VA information or information systems, all contractor employees and subcontractor employees requiring such access shall complete on an annual basis either: (i) the VA security/privacy awareness training (contains VA's security/privacy requirements) within 1 week of the initiation of the contract, or (ii) security awareness training provided or arranged by the contractor that conforms to

VA's security/privacy requirements as delineated in the hard copy of the VA security awareness training provided to the contractor. If the contractor provides their own training that conforms to VA's requirements, they will provide the Contracting Officer

Representative and Contracting Officer, a yearly report (due annually on the date of the contract initiation) stating that all applicable employees involved in VA's contract have received their annual security/privacy training that meets VA's requirements and the total number of employees trained.

10.4. Users will not divulge their passwords and will follow VA guidelines for creating passwords.

10.5. While on the VA computer network, users will abide by VA directives, policies, and procedures.

10.6. Users are not authorized to use remote access services to engage in any activity that is illegal under local, state, federal, or international laws; or that violates VA policies.

11. Government Responsibilities

11.1. After award, the Contracting Officer Representative will provide the necessary background investigation forms to the contractor for completion.

11.2. Upon receipt, the VA VSC will review the completed forms for accuracy and forward the forms to the VA Security and Investigations Center (SIC) to conduct the background investigation.

11.3. The VA Security and Investigations Center (SIC) will notify the Contracting Officer

Representative and the contractor after adjudicating the results of the background investigations received from OPM.

11.4. The VA may provide secure and reliable remote access to systems, applications, and information on the VA network for business partners (government agencies, contractors, and others authorized remote access to VA networks).

11.5. VA Information Resource Management Chief, ISO, and/or designee may approve individual requests for remote access based on business requirements, including restrictions and limitations that should be applied.

SECTION C - CONTRACT CLAUSES

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

ITEMS (JAN 2017)

(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 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

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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data.

To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in

FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart

32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(JAN 2018)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

(JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing https://www.acquisition.gov/

Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(3) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-

78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or

Executive orders applicable to acquisitions of commercial items:

[X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I

(Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of

2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American

Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (OCT

2016) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved]

[X] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section

743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT

2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[X] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul

2013) (41 U.S.C. 2313).

[] (10) [Reserved]

[] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C.

657a).

[] (ii) Alternate I (NOV 2011) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns

(OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (JAN 2011) of 52.219-4.

[] (13) [Reserved]

[] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[] (iii) Alternate II (NOV 2011).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-7.

[] (iii) Alternate II (Mar 2004) of 52.219-7.

[X] (16) 52.219-8, Utilization of Small Business Concerns (NOV 2016) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2017) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (NOV 2016) of 52.219-9.

[] (v) Alternate IV (NOV 2016) of 52.219-9.

[] (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

[X] (19) 52.219-14, Limitations on Subcontracting (JAN 2017) (15 U.S.C. 637(a)(14)).

[]…