S02 36C24525Q0679 Home Sleep Study.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. UEI: EFT:

PHONE: FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

AWARDED:

EFFECTIVE:

36C24525Q0679

08-20-2025

Sue Lepore, sue.lepore@va.gov (410) 642-2411 Ext. 26065 09-01-2025

0800 ET

Department of Veterans Affairs VA Maryland Health Care System Keith Roberts, Contracting Officer Sue Lepore, Contracting Specialist P.O. Box 1000, Bldg. 101, Room 26 Perry Point MD 21902

X 100

X

621512

$19 Million

N/A

Washington VA Medical Center Neurology Service (127) 50 Irving St NW Washington, DC 20422

Department of Veterans Affairs VA Maryland Health Care System Sue Lepore, Contracting Specialist P.O. Box 1000, Bldg. 101C Room 3 Perry Point MD 21902

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp Invoice Setup Information 1-877-489-6135

See CONTINUATION Page

The Washington DC Medical Center is seeking At-Home Sleep Study services.

Period of Performance: Base + 4 Option Years Base Year: 9/01/2025 – 8/31/2026 Option Year 1: 9/01/2026 – 8/31/2027 Option Year 2: 9/01/2027 – 8/31/2028 Option Year 3: 9/01/2028 – 8/31/2029 Option Year 4: 9/01/2029 – 8/31/2030

The Performance Work Statement is on page 9.

Contractor shall be responsible for correct wages, titles, and compliance with applicable wages and hour laws.

$0.00

X ONE (1)

Keith Roberts, Contracting Officer mailto:sue.lepore@va.gov

Table of Contents

SECTION A………….………………………………………………………………………………………1

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES…………………………………………………………………….1

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

B.3 STATEMENT OF WORK

SECTION C - CONTRACT CLAUSES

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

COMMERCIAL SERVICES (NOV 2023)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

C.2 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION

SYSTEMS (NOV 2021)

C.3 52.216-18 ORDERING (AUG 2020)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

C.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

C.6 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.7 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

C.8 SUPPLEMENTAL INSURANCE REQUIREMENTS

C.9 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

C.10 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.11 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.12 852.204-71 INFORMATION AND INFORMATION SYSTEMS SECURITY (FEB 2023)

C.13 852.211-76 LIQUIDATED DAMAGES – REIMBURSEMENT FOR DATA BREACH COSTS

(FEB 2023) ALTERNATE I (FEB 2023)

C.14 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-DISABLED

VETERAN-OWNED SMALL BUSINESSES (NOV 2022) (DEVIATION)

C.15 852.222-71 COMPLIANCE WITH EXECUTIVE ORDER 13899 (DEVIATION) (APR 2025) . 35

C.16 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

C.17 852.237-70 INDEMNIFICATION AND MEDICAL LIABILITY INSURANCE (OCT 2019)

C.18 852.237-74 NON-DISCRIMINATION IN SERVICE DELIVERY (OCT 2019)…………………37

C.19 852.239-76 INFORMATION AND COMMUNICATION TECHNOLOGY ACCESSIBILITY (FEB

2023)

C.20 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

C.21 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES DEVIATION (FEB 2025)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 QUALITY ASSURANCE SERVEILLANCE PLAN (QASP)

D.2 CONTRACTOR RULES OF BEHAVIOR

D.3 CONTRACTOR CERTIFICATION: IMMIGRATION AND NATIONALITY ACT OF 1952, AS

AMENDED

D.4 DEPARTMENT OF WAGE DETERMINATION

SECTION E – SOLICITATION PROVISION

E.1 52.201-1 ACQUISITION 360: VOLUNTARY SURVEY (SEP 2023)

E.2 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (SEP 2023)

ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

E.3 52.204-7 SYSTEM FOR AWARD MANAGEMENT (NOV 2024)

E.4 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

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

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

E.7 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998) .. 82

E.8 852.201-70 CONTRACTING OFFICER’S REPRESENTATIVE (DEC 2022)

E.9 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

(NOV 2021)

E.10 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (MAY 2024) (DEVIATION FEB 2025)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

BUSINESS NAME

ADDRESS

CITY/STATE/ZIP CODE

UEI

POINT OF CONTACT

EMAIL ADDRESS

TELEPHONE NUMBER

b. GOVERNMENT: Contracting Officer 36C245

Keith Roberts, Contracting Officer Department of Veterans Affairs VA Maryland Health Care System NCO 5 Contracting Office PO Box 1000, Bldg. 101, Room 26 Perry Point, MD 21902 Keith.Roberts@va.gov

(410) 642-2411 Ext. 22921

Sue Lepore, Administrative Contracting Officer Department of Veteran Affairs VA Maryland Health Care System NCO 5 Contracting Office PO Box 1000, Bldg. 101, Room 26 Perry Point, MD 21902 Sue.Lepore@va.gov

(410) 642-2411 Ext. 25360

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, in arrears

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

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp Invoice Setup Information 1-877-489-6135 mailto:Keith.Roberts@va.gov mailto:Sue.Lepore@va.gov

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

AMENDMENT NO DATE

5. CONTRACT MODIFICATIONS: The Contractor is advised that only the Contracting Officer, acting within the scope of the contract and his/her duties and responsibilities and after advice and consultation with the Contracting Officer’s Representative (COR), has the authority to make changes that will affect contract prices, quantity, quality, delivery terms and conditions, or the term of the contract. In no event shall any understanding or agreement, modification, change order, or other matters in deviation from the terms of this contract between Contractor and a person other than the Contracting Officer be effective or binding upon the Government. All such actions must be formalized by the proper contractual document executed by the Contracting Officer.

6. CONTRACTING OFFICER REPRESENTATIVE: The Contractor shall be provided a copy of the letter of delegation authorizing the Contracting Officer Representative (COR) at the commencement of the term of this contract. No other person shall be authorized to act in such capacity unless appointed in writing by the Contracting Officer.

7. CONTRACT PERFORMANCE: Contractor shall be required to begin providing At-Home Sleep Study Services under the contract awarded as a result of this solicitation beginning on the first date of the base period listed in the Schedule of Services. Failure to understand the contract requirements shall not relieve the Contractor from performing in accordance with the strict meaning and intent of the specifications. The Government will not reimburse any costs not incorporated into the Contractor’s price.

8. SOLICITATION/CONTRACT: This solicitation and resulting contract adheres to the format defined in Federal Acquisition Regulation (FAR) Part 13. An official copy of the FAR can be obtained at https://www.acquisition.gov/far/ .

9. POST AWARD ORIENTATION: The Contracting Officer may schedule a post-award orientation for contract orientation purposes as required by VA regulations.

10. STATUS AS INDEPENDENT ENTITIES: None of the provisions of this contract are intended to create or shall be deemed or construed to create any relationship between VA and the Contractor other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this contract. Neither VA nor the Contractor, nor any of their respective agents, employees or representatives, shall be construed to be the agent employee or representative of the other.

11. NON-SOLICITATION: Neither the Contractor nor any employee, agent or subcontractor of the Contractor shall solicit or attempt to convince or otherwise persuade any veteran not to participate or to discontinue participation in the services provided under this contract.

12. SECURE FAX: All faxes should contain the following language: “This fax is intended only for the use of the person or office to which it is addressed and may contain information that is privileged, confidential, or protected by law. All others are hereby notified that the receipt of this fax does not waive any applicable privilege or exemption for disclosure and that any dissemination, distribution, or copying of this communication is prohibited. If you have received this fax in error, please notify this office immediately at the telephone number listed above.”

https://www.acquisition.gov/far/

13. PRIVACY AND CONFIDENTIALITY: Contractors to the Department of Veterans Affairs may be exposed to sensitive information. Information may be overheard, seen on documents or electronic devices, or observed that could potentially violate the privacy and confidentiality of our Veterans, employees, volunteers and their families. Regulations such as, but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Freedom of Information (FOIA) and Privacy Act of 1974 have been enacted to protect sensitive information from being improperly disclosed. Information should not be divulged or released to anyone unless specifically authorized by this contract or its attached documents accordance with the contracted services. Failure to comply with applicable statutes and regulation can result in the termination of this contract and civil and criminal penalties, including fines and imprisonment. All suspected or actual breeches of privacy and confidentiality should be reported immediately to the Contracting Officer, Contracting Officer Representative (COR) or the Facility Privacy Officer.

B.2 PRICE/COST SCHEDULE

The contractor will provide, by mail, all veteran(s) identified by the Neurology service, items necessary to provide Home Sleep Study supplies and services for Washington DC Veterans Affairs Medical Center (DCVAMC). The contractor shall receive electronic orders for sleep studies through the VA approved Cloud Software Somnoware and then prepare a Sleep Study Kit per the instructions received. The Contractor shall then ship the sleep study device to the patient to the address provided through Somnoware. The Contractor shall provide the patient 24/7 access to live customer support for the day of the sleep study to download the manufacture study application and review test instructions.

Place of Performance: No on-site presence is required.

Pricing Instructions: Offerors must fill out the cells in the following columns in the Price Schedule for each Contract Line-Item Number (CLIN).

The quantities listed are estimated only and are not guaranteed.

This is a Fixed Price, Indefinite-Delivery Indefinite- Quantity Contract (FP IDIQ). Accordingly, funds are not obligated to this contract at award; rather, funds are obligated via task orders issued against this contract. Task orders shall only be issued by a warranted VA Contracting Officer (CO). VA CO will issue task orders to the Contractor authorizing services via Standard Form 1449. Each task order shall clearly identify the dollar amount authorized under the individual task order and the period of performance of the individual task order. When a task order period of performance is completed, additional services shall not be provided unless a new task order is issued in accordance with the contract.

The minimum dollar amount guaranteed under this contract for the performance period of twelve

(12) months is $20,000.00. The maximum dollar amount or contract (base + 4 OYs) ceiling for this contract is $1,700,000. The maximum amount is not guaranteed. The combined total of all orders placed against this contract cannot exceed the maximum amount/ceiling of this contract.

The minimum guarantee will be awarded by task order concurrently with the award of the contract.

Period of Performance: September 01, 2025, to August 31, 2030, with one six (6) month option period that we may or may not exercise.

Base Year: 09/01/2025 – 08/31/2026 Option Year 1: 09/01/2026 – 08/31/2027 Option Year 2: 09/01/2027 – 08/31/2028 Option Year 3: 09/01/2028 – 08/31/2029 Option Year 4: 09/01/2029 – 08/31/2030

ITEM INFORMATION

PSC: Q510, Medical Neurology; NAICS: 621511, Medical Laboratories

Base Year: September 1, 2025 – August 31, 2026

CLIN Description Qty Unit Unit Cost

Total Cost

WatchPATOne Direct (Product Code-

CS211601001)

POP: 09/01/2025 – 08/31/2026

PSC: Q510; NAICS: 621511

1136 KT $_____ $_________

Total $_________

Option Year 1: September 1, 2026 – August 31, 2027

CLIN Description Qty Unit Unit Cost

Total Cost

WatchPATOne Direct (Product Code-

CS211601001)

POP: 09/01/2026 – 08/31/2027

PSC: Q510; NAICS: 621511

Option Year 2: September 1, 2027 – August 31, 2028

Cost

Total Cost

WatchPATOne Direct (Product Code-

CS211601001)

POP: 09/01/2027 – 08/31/2028

PSC: Q510; NAICS: 621511

Option Year 3 September 1, 2028 – August 31, 2029

Cost

Total Cost

WatchPATOne Direct (Product Code-

CS211601001)

POP: 09/01/2028 – 08/31/2029

PSC: Q510; NAICS: 621511

Option Year 4 September 1, 2029 – August 31, 2030

Cost

Total Cost

WatchPATOne Direct (Product Code-

CS211601001)

POP: 09/01/2029 – 08/31/2030

PSC: Q510; NAICS: 621511

1136 KT $_____ $_________

Total for base performance period and all option years: $_________________________

B.3 PERFORMANCE WORK STATEMENT

A. GENERAL INFORMATION

1. Title of Project: Home Sleep Study Supplies and Service

2. Scope of Work: This contract will have the contractor provide by mail, to all the veteran(s) identified by the Neurology service, items necessary to provide Home Sleep Study supplies and services for Washington, DC Veterans Affairs Medical Center (DCVAMC) as established in this SOW and IAW terms and conditions established in the contract.

The DCVAMC uses a VA approved cloud software, Somnoware, that is approved through the Federal Risk and Authorization management Program (FedRAMP) and was implemented in accordance with VA Memorandum dated 10/09/2020 per the Assistant Under Secretary for Health for Operations (10N), with the intent of improving time to diagnosis, increased provider capacity, and improvement with Veteran’s adherence to Continuous Positive Airway Pressure therapy.

The contractor shall receive electronic orders for sleep studies through the VA approved Cloud Software Somnoware and then prepare a Sleep Study Kit per the instructions received. The Contractor shall then ship the sleep study device to the patient to the address provided through Somnoware.

The Contractor shall provide the patient 24/7 with access to live customer support for the day of the sleep study to download the Manufacture study application and review test instructions. The Manufacture Study application is an application that is available on iPhone and Android phones and can be downloaded through the smartphone’s application store. Once the patient completes the test in their home, the data is uploaded through the Manufacture study application, previously downloaded to the patient’s phone, and electronically sent back through to the VA approved Cloud Software Somnoware, for VA physician review/diagnosis.

Contractor shall provide patient follow-up every three days to prompt for conducting the test with alternate phone/text messages, until the study is performed.

Contractor shall include productivity and management methods such as quality assurance, progress/status reporting and program reviews, monthly and as requested.

Provide the centralized administrative, clerical, documentation, and related functions.

3. Background: The Washington, DC Veterans Affairs Medical Center (DCVAMC) is seeking a five-Year Indefinite Delivery Indefinite Quantity (IDIQ) contract to provide sleep studies, by use of a direct-to-home program to our Veteran population.

This requirement is intended to address this need by providing home-based sleep studies with minimal life cycle costs. To meet this requirement, the contractor shall provide Home Sleep Testing (HST) to the Veteran population at their home of residence.

This effort shall ensure a continuation of high-quality sleep apnea testing and care with no risk of Corona Virus infection. Furthermore, this service will allow Veterans with a traveling hardship to have easy access to quality sleep care.

4. Performance Period: The contract term is for twelve (12) months with four ordering periods of 12 months each beginning upon signature of the contract. DCVAMC will issue a delivery order only for the current fiscal year. The VA's obligation under this IDIQ contract shall terminate at the end of each ordering period. DCVAMC shall unilaterally renew by issuing a renewal delivery order that shall be effective on the first day of each succeeding ordering period.

• Base Year: September 1, 2025 – August 31, 2026

• Option Year 1: September 1, 2026 – August 31, 2027

• Option Year 2: September 1, 2027 – August 31, 2028

• Option Year 3: September 1, 2028 – August 31, 2029

• Option Year 4: September 1, 2029 – August 31, 2030

5. Type of Contract: Indefinite Delivery/Indefinite Quantity (IDIQ) with Firm Fixed Price task orders placed against the contract.

B. CONTRACT AWARD MEETING

The contractor shall not commence performance on the tasks in this SOW until the CO has conducted a kickoff meeting or has advised the contractor that a kickoff meeting is waived.

C. GENERAL REQUIREMENTS

1. All written deliverables shall be phrased in layperson language. Statistical and other technical terminology shall not be used without providing a glossary of terms.

2. Where a written milestone deliverable is required in draft form, the VA will complete their review of the draft deliverable within 10 business days from the date of receipt. The contractor shall have 10 business days to deliver the final deliverable from date of receipt of the Government’s comments.

3. If for any reason any written milestone deliverable cannot be reviewed by the COR and delivered back to the contractor within the scheduled time frame, the COR is required to explain why in writing to the CO, including a firm commitment of when the work shall be completed. If deliverable cannot be delivered within the scheduled time frame, compensation may be due to the contractor.

D. SPECIFIC MANDATORY TASKS AND ASSOCIATED DELIVERABLES

Description of Tasks and Associated Deliverables: The contractor shall provide the specific deliverables described below within a timely manner when informed by DCVAMC of the destination.

E. CHANGES TO STATEMENT OF WORK

Any changes to this SOW shall be authorized and approved only through written modifications to the contract by the CO. A copy of each modification will be kept in a project folder along with all other products of the project. Costs incurred by the contractor through the actions of parties other than the CO shall be borne by the contractor.

F. INVOICES

Payment will be made upon receipt of a properly prepared detailed invoice, prepared by the Contractor, and submitted electronically through Tungsten Network.

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin, TX 78714-8971 A properly prepared invoice shall contain:

• Invoice Number and Date

• Contractor’s Name and Address

• Accurate Purchase Order Number

• Supply or Service provided

• Period Supply or Service Provided

• Total Amount Due

Please begin submitting your electronic invoices through the Tungsten Network for payment processing, free of charge.

If you have questions about the e-invoicing program or Tungsten Network, contact information is as follows:

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 Web Address: http://www.fsc.va.gov/einvoice.asp

G. CONFIDENTIALITY AND NONDISCLOSURE

It is agreed that:

1. The preliminary and final deliverables, and all associated working papers, application source code, and other material deemed relevant by VA which have been generated by the contractor in the performance of this contract, are the exclusive property of the U.S.

Government and shall be submitted to the CO at the conclusion of the contract.

2. The CO will be the sole authorized official to release, verbally or in writing, any data, draft deliverables, final deliverables, or any other written or printed materials pertaining to this contract. No information shall be released by the contractor. Any request for information relating to this contract, presented to the contractor, shall be submitted to the CO for response.

3. Press releases, marketing material, or any other printed or electronic documentation related to this project, shall not be publicized without the written approval of the CO.

H. VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY LANGUAGE FOR

INCLUSION INTO CONTRACTS, AS APPROPRIATE

1. General Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

2. Access To VA Information And Va Information Systems

a. A contractor/subcontractor shall request logical (technical) or physical access to VA information and VA information systems for their employees, subcontractors, and affiliates only to the extent necessary to perform the services specified in the contract, agreement, or task order.

b. All contractors, subcontractors, and third-party servicers and associates working with VA information are subject to the same investigative requirements as those of VA appointees or employees who have access to the same types of information. The level and process of background security investigations for contractors must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program. The Office for Operations, Security, and Preparedness is responsible for these policies and procedures.

c. Contract personnel who require access to national security programs must have a valid security clearance. National Industrial Security Program (NISP) was established by Executive Order 12829 to ensure that cleared U.S. defense industry contract personnel safeguard the classified information in their possession while performing work on contracts, programs, bids, or research and development efforts. The Department of Veterans Affairs does not have a Memorandum of Agreement with Defense Security Service (DSS). Verification of a Security Clearance must be processed through the mailto:VA.Registration@Tungsten-Network.com mailto:afsccshd@va.gov http://www.fsc.va.gov/EINVOICE.ASP

Special Security Officer located in the Planning and National Security Service within the Office of Operations, Security, and Preparedness.

d. Custom software development and outsourced operations must be located in the U.S. to the maximum extent practical. If such services are proposed to be performed abroad and are not disallowed by other VA policy or mandates, the contractor/subcontractor must state where all non-U.S. services are provided and detail a security plan, deemed to be acceptable by VA, specifically to address mitigation of the resulting problems of communication, control, data protection, and so forth. Location within the U.S. may be an evaluation factor.

e. The contractor or subcontractor must notify the Contracting Officer immediately when an employee working on a VA system or with access to VA information is reassigned or leaves the contractor or subcontractor’s employ. The Contracting Officer must also be notified immediately by the contractor or subcontractor prior to an unfriendly termination.

3. Security Controls Compliance Testing On a periodic basis, VA, including the Office of Inspector General, reserves the right to evaluate any or all of the security controls and privacy practices implemented by the contractor under the clauses contained within the contract. With a 10 working-day notice at the request of the government, the contractor must fully cooperate and assist in a government-sponsored security controls assessment at each location wherein VA information is processed or stored, or information systems are developed, operated, maintained, or used on behalf of VA, including those initiated by the Office of Inspector General. The government may conduct a security control assessment on shorter notice (to include unannounced assessments) as determined by VA in the event of a security incident or at any other time.

SECTION C - CONTRACT CLAUSES

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

PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

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

and

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR

INFORMATION SYSTEMS (NOV 2021)

(a) Definitions. As used in this clause—

Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated by the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information ( 44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title44-section3502&num=0&edition=prelim

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv)Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access;

and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial products or commercial services, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of Clause)

C.3 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the date of award through the last day of the performance period, including any option exercised.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than the lowest priced contract line item, the Government is not obligated to purchase, nor is the Contractor obligated to furnish those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $20,000.00.

(2) Any order for a combination of items in excess of $260,000.00; or 1136 kits, the annual amount.

(3) A series of orders from the same ordering office within one (1) year that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to…