VA263-17-R-0927-001.docx

VA263-17-R-0927

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

636-18-2-3062-0003

VA263-17-AP-8293

VA263-17-R-0927

12-07-2017 Andrew Schoenecker 651-293-3038 01-03-2018

3:00PM CST

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

316 Robert Street N., Suite 506 Saint Paul MN 55101

X

622110 $38.5 Million X N/A

N/A

Department of Veterans Affairs Knoxville CBOC 1607 N. Lincoln Street

Knoxville TN 50138

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

316 Robert Street N., Suite 506 Saint Paul MN 55101

Y Department of Veterans Affairs Financial Services Center PO Box 149971

Austin TX 78714-9971

Provide X-Ray Services (technical component) to VA beneficiaries under 38 USC 8153.

Estimated period of performance is February 1, 2018 through

January 31, 2019, with the possibility of four (4) option years.

Reference Section B.2 Schedule of Services for pricing.

Reference Section B.3 Performance Work Statement for summary of performance objectives and standards.

Reference Section E.1 for submittal instructions and evaluation factors.

Contract is subject to Service Contract Act and attached

Wage Determinations (or most recent version in Section D, Attachment 8.

ONE

Shea Colby Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION

Contracting Officer’s Representative (COR) is Amy DoBraska at 515-699-5908.

Contract Specialist is Andrew Schoenecker at 651-293-3038.

SYSTEM OF AWARD MANAGEMENT (SAM) REGISTRATION IS REQUIRED TO BE ACCOMPLISHED BY THE CONTRACTOR BEFORE CONTRACT AWARD. https://www.sam.gov/portal/public/SAM (SEE FAR PART 12)

1. CONTRACT ADMINISTRATION DATA

a. CONTRACT ADMINISTRATION: List below responsible party that may be contacted during the term of this contract for matters pertaining to the contract:

Contractor Name: __________________________________________

Title: __________________________________________

Address: __________________________________________

Telephone: __________________________________________

Facsimile: __________________________________________

E-mail: __________________________________________

INVOICES: Invoices shall be submitted in arrears:

Other [X] Monthly

2. BILLING FOR SERVICES:

1.

2.

3.

1.

2.

2.1. Payments shall be made monthly in arrears upon receipt of a properly prepared invoice.

2.2. In order to comply with the Improper Payment Elimination and Recovery Act of 2010 (IPERA), the VA has mandated electronic invoice submission to the Veterans Affairs Financial Services Center (VAFSC). VAFSC has partnered with Tungsten Corporation e-Invoicing network for submissions of all electronic invoices to VA. Tungsten Network electronic invoicing is free to all VA vendors. In order to submit electronic invoices, all VA vendors must register with Tungsten Network by submitting an email to VA.Registration@tungsten-netwok.com or calling 1-877-752-0900 option 2 for Enrollment.

2.3. Contractor shall submit an electronic invoice by the tenth (10th) of the following month services were performed to the Veterans Affairs Financial Services Center (VAFSC) e-Invoice through the website at https://portal.tungsten-network.com/Login.aspx. For questions regarding the submission of VA electronic invoices, OBIO customer service may be contacted at 1-877-489-6135.

2.4. All invoices shall reference the vendor name and address, customer name, contract number, appropriate obligation/funding order number, description of services provided quantity, unit price, and total invoice amount. Invoices shall also include any payment discount terms.

2.5. For questions regarding invoice receipt or payment, please call VAFSC directly at 1-877-353-9791 or email vafsccshd@va.gov.

2.6. The Contractor shall submit two (2) monthly invoices, per account number as follows:

2.6.1. One (1) combined invoice for will be submitted to the Financial Service Center in Austin, TX. Patient information must be excluded.

2.6.2. One (1) detailed invoice (including patient information) to the CO and COR at the Government facility.

2.6.3. The two invoices shall be sent at the same time. The combined-sum invoice sent to Austin shall equal the total amount on the invoice sent to the CO and COR at the Government facility.

2.6.4. The invoices shall be accurate and shall display chronologically by date of procedure(s): the name of the patient, the date of procedure, detailed list of CPT Codes performed, unit price, and total invoice amount.

2.6.5. The Contractor shall not charge the Government for repetitive procedures performed to verify questionable initial results.

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

4. SAFETY REQUIREMENTS: In the performance of this contract, the Contractor shall take such safety precautions as the Contracting Officer, or his/her designee may determine to be reasonably necessary to protect the lives and health of the occupants of the buildings. The Contracting Officer or his/her designee will notify the Contractor of any noncompliance with the forgoing provisions and the action to be taken. The Contractor shall, after receipt of such notice, immediately correct the conditions to which attention has been directed. Such notice, when served on the Contractor or his/her representative at the site of the work, shall be deemed sufficient for the purposes aforesaid. If the Contractor fails or refuses to comply promptly, the Contracting Officer may issue an order stopping all or any part of the work and hold the Contractor in default.

5. CONFORMITY TO REGULATIONS: The Contractor and his/her operators shall conform to all regulations, Federal, State, and local, governing the performance of contracted services.

6. TYPE OF CONTRACT: Resultant contract shall be a Firm Fixed Price (FFP), Indefinite Delivery-Indefinite Quantity contract effective for the period stated in the Schedule of Services.

7. TERM OF CONTRACT: Resultant contract(s) shall be effective for a base period of one (1) year from date of award plus four (4) option year periods that may be exercised by VA.

8. AVAILABILITY OF FUNDS: The contract is subject to the availability of VA funds. The contractor shall perform no service after the end of the current exercised contract year until the Contracting Officer authorizes such services in writing.

9. POINT OF CONTACT: The Contractor shall provide a point of contact (POC) who shall be responsible for the performance of the work under this contract. The POC shall have full authority to act for the Contractor on all matters relating to the daily operation of this contract. The POC may be a contract health care provider performing under this contract. An alternate may be designated, but the Contractor shall identify, in writing, those times when the alternate shall act as the POC. The Contractor shall identify the POC and alternate in writing to the Contracting Officer’s Representative (COR) and Contracting Officer (CO). The Contractor shall give written notification to the COR and CO of the time when the alternate will act as the POC. The POC shall be available by telephone Monday through Friday, 8:00 AM through 4:30 PM, excluding Federal holidays.

10. SECURE FAX: VA Handbook 6500 requires the following statement on all fax cover sheets be included: “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, distribute on, 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.”

VA263-17-R-0927

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B.2 SCHEDULE OF SERVICES

NOTE: The list below provides CPT Codes for common procedures and estimated quantities. If it’s determined later that additional procedures are required, these CPT Codes and applicable charges shall be added to the contract by mutual agreement of the contracting parties.

Unit pricing shall be supplied for each code listed. No codes shall be left blank. If for some reason a code on the schedule has expired or is for any other reason unusable, offerors shall annotate the Price per Code block with “N/A”. Prices listed on the schedule shall be based on Medicare rates in effect at the time of proposal due date.

Offers must enter a Percent of Medicare that the proposed price represents. The Percent of Medicare entry is extremely important since the contract award shall be at that rate. Correspondingly, all work obtained under this contract shall be priced at the Percent of Current Medicare rate. Throughout contract administration, all codes reasonably considered to be included under the specialty areas shall be considered in scope. Again, the total extended price figure shall be used only to evaluate pricing on all offers in a uniform manner. The rationale for this approach is that that codes and pricing change over time and an award based on Percent of Medicare accounts for those changes.

The Offer shall base pricing on the application of Medicare reimbursement rules. For the purpose of price evaluation, however, adjustments to Medicare, such as outliers, or CPT code modifiers shall not be used. After award, however, VA will pay for such adjustments in accordance with Medicare reimbursement rules.

Throughout the life of the contract VA shall pay the Percent of Medicare at current Medicare rates in effect at the time of performance.

For pricing option years, Offerors are required to provide the Percent of Medicare in the block for each option year.

Offerors must attach the corresponding fee schedules showing the percent of Medicare; the Government must understand the basis for the pricing proposed to determine if fair and reasonable. The price schedule shall be annotated and cross referenced to supporting information as necessary in order to facilitate the Contracting Officer’s determination of fair and reasonable pricing. The information and results provided in the proposal must be verified and traceable back to the Medicare rate from the information provided in the proposal. For reference purposes, the Offeror must use the CMS 2017 schedule to calculate prices.

The basis of estimate used for your fixed price, i.e. the way that your price is calculated, shall remain the same throughout the life of the contract and may be validated by post award audits.

All spreadsheets must be submitted in Microsoft Excel and without protected/locked portions or other methods which prevent or do not facilitate expeditious pricing validation. PDF files and similarly constructed files are not acceptable.

CMS Physician Fee Schedule Look-U https://www.cms.gov/apps/physician-fee-schedule/

Use the latest version.

Offerors must include the price for the technical component in the appropriate “price per code” block on the price schedule for the first year.

In Column labeled “Price Schedule Source”, Offeror must provide the name of the price or fee schedule used to derive Medicare prices for each line item.

In accordance with FAR 16.504(a)(4)(ii) the contract minimum dollar value is $1,000 and the contract maximum dollar value is $150,000, inclusive of any exercised options.

Unit prices quoted below are all-inclusive of any incidental costs and/or fees. The quantities below are estimates only and do not obligate the government to those amounts.

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BASE YEAR PERIOD: February 1, 2018 – January 31, 2019

NOTE: The list below provides CPT Codes for common procedures and estimated quantities. If it’s determined later that additional procedures are required, these CPT Codes and applicable charges will be added to the contract by mutual agreement of the contracting parties.

Percentage (%) of Medicare (if more or less than 100%) _____________

“Price Schedule Source” ______________

Actual rate government will pay for the procedure.

CLIN

OPTION YEAR ONE PERIOD: February 1, 2019 – January 31, 2020

NOTE: The list below provides CPT Codes for common procedures and estimated quantities. If it’s determined later that additional procedures are required, these CPT Codes and applicable charges will be added to the contract by mutual agreement of the contracting parties.

Percentage (%) of Medicare (if more or less than 100%) _____________

OPTION YEAR TWO PERIOD: February 1, 2020 – January 31, 2021

NOTE: The list below provides CPT Codes for common procedures and estimated quantities. If it’s determined later that additional procedures are required, these CPT Codes and applicable charges will be added to the contract by mutual agreement of the contracting parties.

Percentage (%) of Medicare (if more or less than 100%) _____________

OPTION YEAR THREE PERIOD: February 1, 2021 – January 31, 2022

NOTE: The list below provides CPT Codes for common procedures and estimated quantities. If it’s determined later that additional procedures are required, these CPT Codes and applicable charges will be added to the contract by mutual agreement of the contracting parties.

Percentage (%) of Medicare (if more or less than 100%) _____________

OPTION YEAR FOUR PERIOD: February 1, 2022 – January 31, 2023

NOTE: The list below provides CPT Codes for common procedures and estimated quantities. If it’s determined later that additional procedures are required, these CPT Codes and applicable charges will be added to the contract by mutual agreement of the contracting parties.

Percentage (%) of Medicare (if more or less than 100%) _____________

B.3 PERFORMANCE WORK STATEMENT

The Contractor shall furnish all equipment, facility, professional and technical personnel services to provide general x-ray exams (technical component only) for eligible veteran beneficiaries as referred by the Knoxville Iowa Community Based Outpatient Clinic (CBOC), located in Knoxville, Iowa 50138. The Knoxville CBOC is a part of Veterans Affairs Central Iowa Health Care System (VACIHCS) Des Moines, Iowa. General radiology images shall be captured by computed radiography or digital radiography and not on x-ray film. The Contractor’s place of business is a brick-and-mortar facility that must be located within 10 miles of the Knoxville CBOC to allow patients to receive radiology services in a timely, safe, and efficient manner without compromising patient care. The CBOC is located at 1607 N. Lincoln Street Knoxville, IA 50138.

Eligible veteran beneficiaries will be directly referred from the Knoxville CBOC to the Contractor. Patients will be identified as an eligible veteran beneficiary through presentation of a Veterans Universal Access ID Card, a government issued identification. Approximately 60 patients per month will be referred on an as needed basis.

Patients will be walk in patients Monday thru Friday, between the hours of 7:30 am and 04:30 pm at the contractor’s place of business. The patient(s) will arrive at the contractor’s place of business; an order will be faxed to the contractor’s radiology department. The order will identify the designated x-ray procedure, CPT code, and appropriate clinical history and signed by the Knoxville CBOC provider. Waiting times for patients shall not exceed 30 minutes. Upon completion of the x-ray examination the patient images will be stored on a CD in DICOM (.dcm) format and sent to the Knoxville, Iowa CBOC within one (1) hour for urgent requests and twenty- four (24) hours (no later than forty-eight (48) hours) on routine requests.

Contractor will send CD to Knoxville CBOC in accordance with Department of Veterans Affairs VA Directive 6609. For urgent needs, the patient may hand carry the CD back to the Knoxville CBOC the same day. If additional information is needed, the CBOC Coordinator may be contacted at 515-699-5908.

Where the contract does not require Joint Commission on Accreditation of Healthcare Organizations (JCAHO) accreditation or other regulatory requirements regarding worker competency, the Contractor must perform the required work in accordance with JCAHO standards.

The contractor is required to develop and maintain the following documents for each radiologic technologist working on the contract: credentials and qualifications for the job; a current competence assessment checklist (an assessment of knowledge, skills, abilities, and behaviors required to perform a job correctly and skillfully; includes knowledge and skills required to provide care for certain patient populations, as appropriate); The Contractor will provide current copies of these records at the time of contract award and annually on the anniversary date of contract award to the VA COR, or upon request, for each Contractor employee working on the contract.

Contractor performance will be monitored by the government using the standards as outlined in this Performance Work Statement and methods of surveillance detailed in the Quality Assurance Surveillance Plan (QASP). The QASP shall be attached to the resultant contract and shall define the methods and frequency of surveillance conducted.

Performance Standards:

1.

Measure: Schedule of Services Performance Requirement: Images on CD delivered to a government representative within 24 hours (routine) and 1 hour for emergencies.

Standard: 97% of the cases are transmitted to the VA within 24 hours. 100% for emergencies.

Acceptable Quality Level: 97% routine/100% emergencies.

Surveillance method: Periodic inspection.

2.

Measure: Qualifications of Key Personnel Performance Requirement: The contractor is required to maintain a current competence assessment checklist (an assessment of knowledge, skills, abilities, and behaviors required to perform a job correctly and skillfully).

Standard: All (100%) Contractor’s employee files are maintained.

Acceptable Quality Level: 100% Surveillance Method: Verification and/or documentation provided by Contractor.

3.

Measure: Billing for Services Performance Requirement: The invoices shall be accurate and shall display the date of procedure, the name of the patient, the detailed list of the CPTs performed, unit price, and total invoice amount.

Standard: 100% Acceptable Quality Level: 95% of the invoices will not require re-work.

Surveillance Method: Periodic inspection.

4.

Measure: Patient Access Performance Requirement: Patient wait time for x-rays shall not exceed 30 minutes.

Standard: 95% of the time.

Acceptable Quality Level: 95% Surveillance Method: Periodic inspection.

Under the authority of Public Law 104-262 and 38 USC 8153, the contractor agrees to provide Health Care Resources in accordance with the terms and conditions stated herein, to furnish to and at the Department of Veterans Affairs Medical Center, VAMC Des Moines, Iowa, the services and prices specified in the Section entitled Schedule of Supplies/Services of this contract.

1. SERVICES:

a. The services specified in the Sections entitled Schedule of Supplies/Services and Special Contract Requirements may be changed by written modification to this contract.

b. The services to be performed by the contractor will be performed in accordance with VA policies and procedures and the regulations of the medical staff by laws of the VA facility.

2. QUALIFICATIONS:

Personnel assigned by the Contractor to perform the services covered by this contract shall be certified by the American Registry of Radiologic Technologists. The qualifications of such personnel shall also be subject to review by the VA Chief of Staff and approval by the VA Imaging Chief.

3. WORK HOURS:

a. The services covered by this contract shall be furnished by the contractor as defined herein. The contractor will not be required, except in case of emergency, to furnish such services during off-duty hours as described below.

b. The following terms have the following meanings:

(1) Work hours: Monday through Friday, 7:30 a.m. - 4:30 p.m.

(2) National Holidays: The 10 holidays observed by the Federal Government are:

New Years Day Martin Luther Kings Birthday Presidents Day Memorial Day Independence Day Labor Day Columbus Day Veterans Day Thanksgiving Christmas AND

Any other day specifically declared by the President of the United States to be a national holiday.

(3) Off-Duty hours: Friday through Monday, 4:30 p.m. - 7:30 a.m.

4. PERSONNEL POLICY:

The contractor shall be responsible for protecting the personnel furnishing services under this contract. To carry out this responsibility, the contractor shall provide the following for these personnel:

- general liability

- workers compensation

- health examinations

- income tax withholding, and

- social security payments.

The parties agree that the contractor, its employees, agents and subcontractors shall not be considered VA employees for any purpose.

Confidentiality of Patient Records

The Contractor is a VA contractor and shall assist in the provision of health care to patients seeking such care from or through VA. As such, the Contractor is considered as being part of the Department health care activity. Contractor is considered to be a VA contractor for purposes of the Privacy Act, Title 5 U.S.C. 552a. Further, for the purpose of VA records access and patient confidentiality, Contractor is considered to be a VA contractor for the following provisions: Title 38 U.S.C. 5701, 5705, and 7362. Therefore, Contractor may have access, as would other appropriate components of VA, to patient medical records including patient treatment records pertaining to drug and alcohol abuse, HIV, and sickle cell anemia, to the extent necessary to perform its contractual responsibilities. However, like other components of the Department, and not withstanding any other provisions of the contract, the Contractor is restricted from making disclosures of VA records, or information contained in such records, to which it may have access, except to the extent that explicit disclosure authority from VA has been received. The Contractor is subject to the same penalties and liabilities for unauthorized disclosures of such records as VA.

The records referred to above shall be and remain the property of VA and shall not be removed or transferred from VA except in accordance with U.S.C.551 a (Privacy Act), 38 U.S.C. 5701 (Confidentiality of claimants records), The records referred to above shall be and remain the property of VA and shall not be removed or transferred from VA except in accordance with U.S.C.551 a (Privacy Act), 38 U.S.C. 5701 (Confidentiality of claimants records), 5 U.S.C. 552 (FOIA), 38 U.S.C. 5705 (Confidentiality of Medical Quality Assurance Records) 38 U.S.C. 7332 (Confidentiality of certain medical records) and federal laws, rules and regulations. Subject to applicable federal confidentiality or privacy laws, the Contractor, or their designated representatives, and designated representatives of federal regulatory agencies having jurisdiction over Contractor, may have access to VA s records, at VA’s place of business on request during normal business hours, to inspect and review and make copies of such records.

Health Insurance Portability Act of 1996 (HIPAA)

In accordance with 45 CFR 164.502(e), the Privacy Rule includes exceptions to the Business Associate standard. This contract and its requirements meet the following exception and does not require a Business Associate agreement in order for Covered Entity to disclose Protected Health Information to: a health care provider for treatment. Based on this exception, a Business Associate agreement is not required for this contract.

Confidentiality and Non-Disclosure:

a. Contractor will have access to some privileged and confidential materials of the United States VA. These printed and electronic documents are for internal use only, are not to be copied or released without permission, and remain the sole property of the VA. Some of these materials are protected by the Privacy Act of 1974 (revised by PL 93-5791), 5 U.S.C. §552a and Title 38. Unauthorized disclosure of Privacy Act or Title 38 covered materials is a criminal offense.

b. The preliminary and final deliverables and all associated working papers, application source code, and other material deemed relevant by VA which has been generated by Contractor in the performance of this PWS are the exclusive property of the VA.

c. The VA CO will be the sole authorized official to release in writing, any data, draft deliverables, final deliverables, or any other written or printed materials pertaining to this contract. Contractor shall release no information. Any request for information relating to this PWS presented to Contractor shall be submitted to the VA Contracting Officer for response. After the final report has been delivered, the Contractor may submit a publication to a scientific journal upon the written approval of the VA Contracting Officer.

d. Contractor personnel recognize that in the performance of this PWS, Contractor personnel may receive or have access to sensitive information, including information provided on a proprietary basis by carriers, equipment manufacturers and other private or public entities. Contractor personnel agree to safeguard these privileges and use the information exclusively in the performance of this contract. Contractor shall follow all VA rules and regulations regarding information security to prevent disclosure of sensitive information to unauthorized individuals or organizations as enumerated in this section and elsewhere in this Agreement and its subparts and appendices.

e. Contractor shall limit access to the minimum number of personnel necessary for PWS performance for all information considered sensitive or proprietary in nature. If Contractor is uncertain of the sensitivity of any information obtained during the PWS then Contractor has a responsibility to ask the VA Contracting Officer.

f. Contractor shall train all personnel employed by Contractor involved in this PWS on their roles and responsibilities for proper handling and nondisclosure of sensitive VA or proprietary information. Contractor personnel shall not engage in any other action, venture or employment wherein sensitive information shall be used for the profit of any party other than those furnishing the information. The sensitive information transferred, generated, transmitted, or stored herein is for VA benefit and ownership alone.

g. Contractor shall maintain physical security at all facilities housing the activities under this PWS, including any contractor facilities according to VA-approved guidelines and directives. Contractor shall ensure that security procedures are defined and enforced to ensure all personnel who are provided access to patient data must comply with published procedures to protect the privacy and confidentiality of such information as required by VA.

Adequate security controls for collecting, processing, transmitting, and storing of personally identifiable information, as determined by the VA Privacy Service, must be in place, tested, and approved by VA prior to hosting, operation, maintenance, or use of the information system, or systems by or on behalf of VA. These security controls need to be stated within the PIA and supported by a risk assessment. If these controls are determined not to be in place, or inadequate, a Plan of Action and Milestones (POA&M) must be submitted and approved prior to the collection of PII.

Contractor will simultaneously report the incident to the appropriate law enforcement entity(ies) of jurisdiction, including the VA Offices of the Inspector General and Security and Law Enforcement, in instances of theft or break-in or other criminal activity. Contractor, its employees, and its contractors and their employees will cooperate with VA and any law enforcement authority responsible for the investigation and prosecution of any possible criminal law violation(s) associated with any incident. Contractor will cooperate with VA in any civil litigation to recover VA information, obtain monetary or other compensation from a third party for damages arising from any incident, or obtain injunctive relief against any third party arising from, or related to, the incident.

To the extent practicable, Contractor shall mitigate any harmful effects on individuals whose VA information was accessed or disclosed in a security incident. In the event of a data breach with respect to any VA Sensitive Information processed or maintained by Contractor or contractor under the contract, Contractor is responsible for damages to be paid to VA or to any affected VA clients, dependents, or related claimants or plaintiffs for credit monitoring and credit protection services.

Data Generated or Created in Performance of this Contract is VA-Owned Data:

Data is defined in FAR clause 52.227-17, Rights in Data-Special Works. Data, including, but not limited to, research subject individually-identifiable information and personal healthcare information, gathered or created by the contractor in the performance of this contract is the exclusive property of and is solely owned by VA. Apart from the specific deliverables set forth in the contract, the contractor shall deliver to VA all data gathered or created by the contractor in the performance of this contract in a form and manner specified by VA at the expiration of this contract. This does not otherwise restrict VA’s right to order additional data in accordance with FAR clause 52.227-16, Additional Data Rights. The contractor shall not retain any copy of VA-owned data unless a specific Data Transfer and Use Agreement is subsequently sought and approved in writing by VA.

VA also owns the data to be furnished by a third party, Research Triangle Institute, to the contractor for the performance of this contract. Contractor shall also return this VA-owned data to VA as a deliverable at the conclusion of the contract and not retain any copy thereof.

Data must be received, gathered, stored, secured, backed up, maintained, used, disclosed and disposed of in accordance with the terms of this contract and applicable federal and VA information confidentiality and security laws, regulations and policies. The Contractor shall provide access to VA-Owned Data only to employees, subcontractors, and affiliates only: (1) to the extent necessary to perform the services specified in this Contract, (2) to perform necessary maintenance functions for electronic storage or transmission media necessary for performance of this contract, and (3) only to individuals who first satisfy the same conditions, requirements and restrictions that comparable VA employees must meet in order to have access to the same VA information. These restrictions include the same level of background investigations, where applicable.

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…