36C25621Q1586.docx

36C25621Q1586

PAGE 1/66

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

598-21-4-7035-0058 36C25621Q1586

SHAWN VANZANDT

(479) 444-5013 08-17-2021 14:00

CDT

Department of Veterans Affairs Veterans Health Administration Network Contracting Office 16 2575 Keystone Crossing Fayetteville AR 72703 X X 561612 $22 Million N/A X Department of Veterans Affairs Veterans Healthcare System of the Ozarks Purchasing & Contracting (90C) 1100 N. College Ave.

Fayetteville AR 72703 Department of Veterans Affairs Veterans Healthcare System of the Ozarks Network Contracting Office 16 2575 Keystone Crossing Fayetteville AR 72703

FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 invoice must be submitted electronically 1-877-489-6135 See CONTINUATION Page Contractor to provide six (6) uniformed and unarmed level I security guards to augment the Central Arkansas Veterans Healthcare Services Police Service at the North Little Rock campus and John L. McClellan Medical Center in Little Rock, AR in strict accordance with the attached Statement of work (SOW).

A. This is a Total Service-Disabled Veteran Owned Small Business Set Aside (SDBOSB).

B. Please see Cost/Price Schedule for further information.

C. Period of Performance (PoP) is as follows:

Base = 09/12/2021 - 01/02/2022 See CONTINUATION Page 598-3610152-7035-840700 x X x Joseph Warren Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

1. Contract Administration: All contract administration matters will be handled by the following individual(s):

Telephone #: ____________________ Fax #: __________________________ e-Mail Address: __________________ Tax Identification Number: _________ DUNS Number: _________________

b. GOVERNMENT: Shawn Vanzandt Department of Veterans Affairs, Veterans Health Administration Network Contracting Office 16 2575 Keystone Crossing Fayetteville, Arkansas 72703

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Six (6) unarmed security guards with a contract length from 12 Sep 2021 to 2 Jan 2022.

Contract Period: Base POP Begin: 09-12-2021 POP End: 01-02-2022

B.3 STATEMENT OF WORK

United States Department of Veterans Affairs Central Arkansas Veterans Healthcare System (CAVHS) Little Rock, Arkansas

STATEMENT OF WORK (SOW)

CAVHS UNARMED SECURITY GUARDS

A. GENERAL:

The Central Arkansas Veterans Healthcare System (CAVHS) has a need for unarmed security guard services. The Contractor shall provide six (6) uniformed and unarmed level I security guards to augment CAVHS Police Service in both the North Little Rock campus and the John L. McClellan Medical Center in Little Rock, AR.

B. JUSTIFICATION:

The national emergency, created by COVID-19, drives the need for additional security support at CAVHS. VA Police can no longer sustain sufficient security coverage for additional posting requirements, implemented for COVID-19 operations. Added to the demand for increased posts, high turnover rates and officers infected with the virus have placed VA Police at minimum manning levels, with no ability to attend mandatory training at the VA Law Enforcement Training Academy (LETC) or allow for sick/annual leave.

C. QUALIFICATIONS:

The Contractor shall meet all certification, registration and licensure requirements of Federal, State or Local laws regarding operation of this type of service.

The Contractor shall have relevant and recent (within past 4 years) experience providing the same services described herein.

The Contractor shall provide a Quality Control Plan that shall demonstrate the Contractor’s ability to provide the services required. This plan shall address whether or not the Contractor has appropriately trained and qualified employees (per the Qualification Standards listed in the SOW).

D. OFFSITE SUPERVISOR:

A Contractor offsite supervisor shall provide corrective actions directly and indirectly affecting problems with the guards. The supervisor will be available for direct communication with the guard on duty during the entire shift.

The Contractor shall provide the name(s), telephone number(s), and addresses of the supervisor, in writing, to the Contracting Officer Representative (COR) prior to performance under this contract. The term "supervisor" means a person designated, in writing, by the Contractor, who has authority to act for the Contractor on a day-to-day basis at the worksite or vicinity.

The offsite supervisor shall also ensure:

· The guards’ hours of duty are compliant with the requirements of the contract.

· The security guards are present for work as stipulated by this contract and as scheduled by VA Police shift supervisors at either facility/campus.

· Guards are fully equipped to perform their daily duties.

· All leave (sick, vacation time, appointments, etc.) are immediately covered by a replacement guard(s), per contract invoices will be decreased accordingly during each billing cycle (i.e., time and attendance record).

· All internally-required documents are completed in a timely manner and are accurate.

E. INITIAL GUARD QUALIFICATIONS:

Guards performing duties under this contract shall be a minimum of 18 years of age and be qualified as required by local and state laws. All guards must have relevant experience performing the services required in this SOW. Guards will complete training prior to assignment of this contract. Proof of training will be provided to the COR.

Guards providing services under this contract shall not have any criminal record. The Contractor shall conduct their own background checks on their employees prior to ensure suitability of performance under this contract prior to the employee’s start date. Upon request, the Contractor shall provide documentation to the Contracting Officer or Contracting Officer’s Representative (COR) of these completed background check. Guards shall also be subject to a government background investigation, Special Agreement Check (SAC). Guards shall not commence work until the Contracting Officer receives notification that an investigation has been initiated. All guards shall initiate a SAC at the Human Resources Badging office located in Building 37. A favorable adjudication shall be received for guards to continue performance. All guards shall obtain a Flash Badge from the Badging Office (Bldg 36); and shall always display/ wear the badge above waste level and on their outer-most garments to ensure clear visibility.

F. MINIMUM QUALIFICATION STATNDARD FOR GUARDS:

1. Education/Experience: All guards must:

· Possess a high school diploma or equivalency and have two (2) years’ experience in security services.

· Be literate in English to the extent of possessing the ability to clearly speak, read, understand and apply printed rules, detailed orders, instructions, and training material.

· Demonstrate the ability to construct and write clear, concise, accurate and detailed reports.

· Possess the ability to communicate and interact with the public.

· Possess the ability to maintain poise and self-control under stress.

2. Health and Physical Fitness Requirements: All guards shall:

· Be given a physical examination without cost to the Government or the employee, and medical certification attesting to the results of this examination shall be furnished to the Contracting Officer or COR on Standard Form 78 at least five (5) days prior to assignment of the employee to duty.

· Possess binocular vision correctable to 20/30.

· Be capable of hearing ordinary conversation at 15ft with either ear without benefit of a hearing aid.

· Be tested as TB-free and COVID-19-free prior to starting work.

· Be in good general health without physical defects or abnormalities, which would interfere with the performance of the duties and functions outlined in this SOW.

· Must have negative results from a urinalysis for the presence of illicit drug use.

G. SPECIFICATIONS:

Contractor shall furnish all transportation, management, supervision, personnel, equipment, and supplies necessary to provide unarmed, uniformed guard services in accordance with all the terms and conditions defined herein.

All guards working under this contract shall not be considered VA employees for any purpose and shall be considered employees of the Contractor. All guards assigned to the performance of this contract shall wear a Contractor-provided uniform that clearly identifies the individual as a Contracted Guard.

Guards are authorized to park in designated VA employee parking.

Guards shall present a neat appearance and be easily recognized as Contracted employees. Guards must wear distinctive clothing whereas they are easily identified as security guards; however, guard uniforms must not be of the same style worn by VA Police. Guards shall not wear sandals, flip-flop style footwear or open-toe shoes.

Guards will comply with COVID-specific policies, set forth by CAVHS, (e.g. wearing a mask while on duty, decontamination, PPE wear, etc.

Guards will only perform their duties within the jurisdictional boundaries of VA property. If any guard observes an incident, accident, suspicious activity outside of VA property, they will immediately notify and VA Police Dispatch and assist as needed for medical emergencies. Guards will observe and report until VA Police arrive to assume control of the situation.

Basic duties include:

· Manning static posts and performing foot patrols.

· Monitoring COVID-19 screening stations.

· Directing traffic flow and parking.

· Providing direction and assistance to VA employees, Veteran patients and their families and visitors.

· Providing witness statements when directed by VA Police.

· Protecting the VA employees, Veterans, visitors and government property during emergencies

· Detecting unauthorized access to VA property and reporting to VA Police Dispatch.

· Immediately alerting VA Police when the incident requires the intervention of a certified law enforcement officer (VA Police).

· Reporting safety incidents (i.e. inoperative lights, leaky faucets, toilet stoppages, broken or slippery floor surfaces, etc.).

· Maintaining telephonic communication with VA Police Dispatch and police officers.

Prohibitions:

· Consumption of alcohol on VA property is prohibited. The Contractor will be immediately notified of any guard that reports for duty and appears to be impaired.

· Alcohol and/or prescribed medication (which is classified as a narcotic or which is sleep inducing) will not be consumed eight (8) hours prior to duty.

· Guards will not be armed with any type of weapon in the performance of their duties, nor will they carry such weapons onto VA property; this includes firearms, OC pepper spray/mace, tasers, batons, knives, brass knuckles, saps, etc. Guards will not possess handcuffs.

· No smoking on government property.

· Guards will not park in designated Patient Parking when reporting for duty.

· Guards do not possess arrest or detention authority.

· Guards cannot write federal or state citations.

· Guards will not have access to the VA network.

H. DUTY SCHEDULES:

North Little Rock Campus

North Little Rock Campus

JLM

JLM

· Guards will be provided a schedule, showing what location (Little Rock or North Little Rock) and what post they will be assigned. VA Police manning, scheduled events, incidents, etc. may necessitate a last-minute post changes.

· Every effort will be made to ensure they receive their 30-minute meal break and are relieved when their tours of duty are complete.

· There is no expectation to have guards work overtime. Should an incident of a large magnitude be to occur, requiring overtime, the COR (or designated representative) will immediately notify Contractor with pertinent information and verify the hours of overtime worked by each guard. Overtime/compensation will be handled by the Contractor and the COR.

· When a Holiday falls on a Sunday, the following Monday shall be observed as a legal Holiday by U.S. Government Agencies. When a Holiday falls on a Saturday, the preceding Friday shall be observed as a legal Holiday.

J. GOVERNMENT FURNISHED PROPERTY, EQUIPMENT AND SERVICES:

FAR Clause 52.245-4 Government-Furnished Property (Short Form) contains the basic requirements for the operation, maintenance, and protection of government property. Below are some key Government properties relevant to this contract:

Training: VA Police Training section will provide all Guards 8 hours of training prior to being assigned to a shift and starting work. Training will consist of localized training, which includes instruction on VA police reports, reportable incidents, communication with VA Police, types of alarm responses, VA clinical services, special attention to Veteran-related issues, verbal de-escalation, response to incidents, contraband identification, and jurisdictional boundaries.

· The VA reserves the right to update SPOs as required by regulations, policies, procedures or Executive Orders issued by the President of the United States. Most changes should be minor in nature and have no impact on the terms and conditions of this contract. In the event of major changes, the Contracting Officer shall address the issues in writing to the Contractor. As far as possible, the Contractor’s staff shall implement any change immediately and address any conflicts or issues through the Contractor or COR.

· Equipment and supplies. The VA will provide, free of charge, facemasks, eye shields, latex gloves, and any other type of PPE, which is mandated to be worn on post.

K. CONTRACTOR FURNISHED PROPERTY, EQUIPMENT AND SUPPLIES:

The Contractor shall furnish and maintain in acceptable condition, at no cost to the Government, all items of uniform and equipment necessary to perform the services required herein, (and specified below), and additional items as needed, within reason.

· Communication Equipment: The Contractor may provide a method for immediate communications between the Guard on duty and the Contractor’s Supervisor; this can be a cell phone. If a separate radio system is used, it must be provided by the Contractor; this communication system shall be efficient and effective for the fulfillment of the contract.

· Uniforms: Guards shall always wear professional uniforms while in the performance of his/her duties. The color of the guard force’s uniforms shall be a color in general use by guard organizations. Guard uniform must not be of the same style/color as worn by VA Police. All employees performing under this contract shall wear the same color and style of uniform. Female members of the guard force shall wear appropriately styled uniforms. Appropriately lettered breast and cap badges, indicating the jurisdiction from which authority is obtained, shall be worn as part of the uniform (providing such authority is grantable under state and local laws). Shoulder patches lettered to indicate the identity of the Guard shall be worn on the left shoulder of the uniform jacket and shirt. Identification nametags shall always be worn over the right breast shirt pocket. No other identification of the Guard shall be worn or displayed on the uniform, except for the CAVHS Legacy badge. Contractor is responsible for issue of duty belts, flashlights, backpacks, inclement/cold weather gear, notepad cases, etc.

L. QUALITY ASSURANCE:

The Contractor is responsible for the quality of all work performed under this contract. Any complaints or contract deficiencies identified shall be given a unique tracking number and must be retained by the Contractor for the entire duration of the contract. A report shall be generated by the Contractor containing a description of the complaint; date, time, and person issuing the complaint; internal remedies implemented; and resolution of the complaint or deficiency. All pertinent individuals shall be named in the report, and all complaints or deficiencies shall be remedied within seven (7) calendar days of the notification of the complaint or deficiency. All reports shall be delivered to the Contracting Officer’s Representative (COR) upon correction for inspection and validation. A report is not considered closed/corrected until the COR validates such in writing. When a deficiency exists, it shall be brought to the attention of the COR, Contracting Officer (CO), and the Contractor. The COR shall retain a copy of each complaint or deficiency provided by the Contractor. The Contractor shall ensure all guards are cognizant of the VA’s sexual harassment, alcohol and drug-free workplace policies and the VA’s no smoking policy. The Contractor may obtain a copy of this information from the COR.

Surveillance: The COR shall evaluate the services provided by the Contractor on an ongoing basis through scheduled and random visits/inspections.

The COR shall also investigate any complaints lodged against the guard(s) by VA employees or Veteran patients.

Standard: The Contractor shall strictly perform all work required under the terms of the SOW. The COR will notify the Contractor of any deficiencies identified and monitor corrective actions until fully remedied.

Procedures: When a deficiency exists, it shall be brought to the attention of the COR, Contracting Officer (CO), and the Contractor. The COR shall retain a copy of each complaint or deficiency provided by the Contractor.

M. CONTRACTING OFFICER REPRESENTATIVE (COR):

The Government will appoint a COR to monitor the Contractor’s performance of this contract. A Delegation of Authority letter shall be forwarded to the Contractor after the contract has been awarded, identifying the individual(s) appointed as the COR(s).

N. CONTRACTOR’S RESPONSIBILITIES:

The Contractor shall maintain personal liability and property damage insurance prescribed by the State of Arkansas and the terms and conditions of this contract. Contractor shall take all precautions necessary to protect persons and property from injury or damage during the performance of this contract. Contractor shall be responsible for any injury to himself/herself, his/her employees, or others, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by him/her or his/her employee’s fault or negligence. Contractor shall comply with all VA safety standards, industry standards, and state & local laws.

O. INTERFERENCE TO NORMAL FUNCTION:

The Contractor may be required to interrupt their work at any time so as not to interfere with the normal functioning of the facility, including utility services, fire protection systems, and passage of facility patients, personnel, equipment, and carts. Contractor personnel shall inform the COR of the need to gain access to secured areas. If access is required to secure areas, prearranged scheduling will be made with the COR or their designee.

P. INVOICING:

An itemized invoice is required. The Contractor will invoice in the arrears after each 2-week or 1-month period. Invoices must be submitted electronically via the VA’s Tungsten Network.

https://www.fsc.va.gov/einvoice.asp

Q. PERIOD OF PERFORMANCE:

September 12, 2021 through January 2, 2022 (excluding all federal holidays).

R. SECURITY AND PRIVACY REQUIREMENTS:

Guards will have no access to the VA network, police information systems or patient information. The Certification & Accreditation requirements of VHA Handbook 6500.6 do not apply to this requirement; therefore, a Security Accreditation Package is not required.

Contract employees must successfully undergo the VA’s T1 (formerly NACI) Background Investigation and Special Agency Check (SAC), which is a fingerprint screen. Contract employees can be electronically fingerprinted at either the CAVHS Little Rock or North Little Rock campuses. The contractor shall provide the following completed documents to the COR for each employee:

· VA Form 0710 – Authorization for Release of Information

· Self-Certification of Continuous Service Form

· VSC Security Package Forms

Contractor employees shall be eligible for the VA issued Velocity Badge upon successful adjudication of the SAC.

If a selectee is found unsuitable, the Suitability Specialist will notify the Contracting Officer, CAVHS Chief of Police, and Contracting Officer Representatives (CORs) of the findings.

S. POLICIES AND REGULATIONS:

The VA’s Policies and Regulations are confidential in nature and cannot be released outside of official VA channels. The VA, however, will provide the Contractor’s employees with training on the VA’s Policies, Regulations, and SOP’s during the 8 hours of Minimum Government Furnished Training.

T. SPECIAL CONTRACT SECURITY REQUIREMENTS:

Guards will have no access to the VA network, police information systems or patient information. The Certification & Accreditation requirements of VHA Handbook 6500.6 do not apply to this requirement; therefore, a Security Accreditation Package is not required.

INFORMATION SECURITY:

The contractor will not have access to VA Desktop computers, nor will they have access to online resources belonging to the government while conducting services. If removal of equipment from the VA is required, any memory storage devices, such as hard drives, solid state drives and non-volatile memory units will remain in VA control and will not be removed from VA custody.

The contractor will not have access to protected Patient Health Information (PHI) nor will they have the capability of accessing patient information during the services provided to the VA and if removal of equipment from the VA is required, any memory storage devices, such as hard drives, solid state drives and non-volatile memory units will remain in VA control and will not be removed from VA custody. All research data available for Contractor analyses is de-identified.

RECORDS MANAGEMENT:

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

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

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

Central Arkansas Veterans Healthcare system and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of Central Arkansas Veterans Healthcare system or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, Contractor must report to Central Arkansas Veterans Healthcare system. The agency must report promptly to NARA in accordance with 36 CFR 1230.

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

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

The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with Central Arkansas Veterans Healthcare system policy.

The Contractor shall not create or maintain any records containing any non-public Central Arkansas Veterans Healthcare system information that are not specifically tied to or authorized by the contract.

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

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

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

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [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 ITEMS 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:

(End of Addendum to 52.212-4)

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2021) (JUL 2020) (DEVIATION)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for…