36C25719Q1325-005.docx

36C25719Q1325

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

671-19-4-5168-0166 36C25719Q1325 08-19-2019 Sandy Archuleta 254-899-6024 09-13-2019 4:00 pm Department of Veterans Affairs Network Contracting Office NCO17 2002 Scott Blvd Temple TX 76504 X X 541330 $15 Million N/A X Department of Veterans Affairs South Texas Veterans Health Care System Engineering Service 7400 Merton Minter Blvd San Antonio TX 78229 Department of Veterans Affairs Network Contracting Office NCO17 2002 Scott Blvd Temple TX 76504

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

(877) 353-9791

(512) 460-5540 ELECTRICAL SERVICES - Verify, Trace, and Label Electrical Systems within the South Texas Veterans Health Care System, Audie L Murphy VAMC.

Refer to the Schedule of Supplies/Services on pages and 671-3690162-5168-854200- 3220 23

NR9QA01

X X

SANDRA K ARCHULETA

Table of Contents

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:

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.

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

6. CONTRACTOR DUNS NUMBER: __________________________

7. CONTRACTOR TAX ID NUMBER: _________________________

B.2 INSTRUCTIONS, CONDITIONS AND OTHER STATEMENTS TO OFFERORS

1. PRE-BID SITE VISIT – A pre-bid site visit shall be held on Tuesday, August 27, 2019 @ 1:00 pm. All interested parties will meet at the South Texas Veterans Health Care System, Audie L. Murphy VAMC (Ground Level) Room E002.

2. REQUEST FOR INFORMATION (RFI): Cut off for the submission of RFI(s)/Questions shall be Wednesday, August 28, 2019, @ 4:00pm Central Time. All RFI(s)/Questions must be submitted via email, referencing the Solicitation Number 36C25719Q1325, to sandra.archuleta@va.gov.

3. SUBMISSION OF OFFERS – All offers shall be submitted via email to sandra.archuleta@va.gov, by the specified closing date and time in Block 8 of the SF 1449. The Solicitation Number 36C25719Q1325 must appear in the subject line of your email submission.

4. BASIS FOR AWARD: This procurement is being conducted in accordance with FAR Part 12, Acquisition of Commercial Itmes, and FAR Part 13, Simplified Acquisition Procedures. The Government intends to award a Firm-Fixed Price contract. Award will be made to the responsible offeror providing the lowest overall price. It is the Government’s intent to award without discussions. The services required are non-severable services.

5. EVALUATION CRITERIA: Refer to FAR Provision 52.212-2, Evaluation – Commercial Items, located in the Section E of this solicitation for specific documentation to be submitted with the proposal.

6. SYSTEM FOR AWARD MANAGEMENT (SAM): Federal Acquisition Regulations require all Contractors conducting business with the Government to be registered in the System For Award Management (SAM) database, available at https://www.sam.gov. It is imperative that you complete this registration in order to be considered for contract award.

7. VENDOR INFORMATION PAGES (VIP): All SDVOSB firms must be verified in the VetBiz.gov Vendor Information Pages (VIP) database, available at www.VetBiz.gov, to be considered for contract award.

8. CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (CPARS) REGISTRATION: Federal Acquisition Regulations requires all Contractors awarded contracts estimated to exceed $100,000 be registered in the CPARS database at the following web address: www.cpars.gov.

B.3 SCHEDULE OF PRICES/DESCRIPTION

DESCRIPTION: Contractor shall provide all necessary labor, materials, equipment, and supervision to verify, trace, and label electrical systems located at the Audie L. Murphy (ALM), 7400 Merton Minter Blvd, San Antonio, Texas 78229

BASE LINE ITEM

PERIOD OF PERFORMANCE for CLIN 0001: 126 calendar days from date of contract award

OPTIONAL LINE ITEMS: Optional Line Items may be awarded, one or more, at the time of the initial award or at any time with 120 days from date of award.

PERIOD OF PERFORMANCE for CLIN 0002: 126 calendar days from completion of CLIN 0001.

PERIOD OF PERFORMANCE for CLIN 0003: 84 calendar days from completion of CLIN 0002.

PERIOD OF PERFORMANCE for CLIN 0004: 63 calendar days from completion of CLIN 0003.

PERIOD OF PERFORMANCE for CLIN 0005: 126 calendar days from completion of CLIN 0004.

PERIOD OF PERFORMANCE for CLIN 0006: 35 calendar days from completion of CLIN 0005.

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B.4 STATEMENT OF WORK

I. GENERAL:

A. The Contractor shall perform work to verify, trace, and label electrical systems for the Department of Veterans Affairs (VA), located at South Texas Veterans Health Care System (STVHCS), Audie L Murphy Hospital (ALM), 7400 Merton Minter Blvd, San Antonio, Texas 78229. The ALM has 1.1 million square feet (approximate) within the main hospital, Polytrauma Rehabilitation Center (PRC), a Community Living Center (CLC), Spinal Cord Injury Center (SCIC), Surgical Intensive Care Unit (SICU), and the Logistics Warehouse. The Audie L. Murphy hospital shall be referred to as ALM.

B. This effort is to provide personnel, equipment, and all associated incidental work to trace and label electrical distribution systems throughout the Audie L. Murphy VA Hospital, San Antonio Texas. All work shall be accomplished in strict compliance with National Fire Protection Association (NFPA) Code 70E – 2018 Edition, NFPA 70 - National Electrical Code (NEC) 2017, Occupational Safety and Health Administration (OSHA) 1910.335, and Veteran Health Administration (VHA) Directive 1028.

C. Asbestos containing material (ACM) has been identified in some interstitial work areas in ALM. If the contractor suspects ACM in an area to be disturbed, the contractor shall notify the Contract Officer Representative (COR) prior to conducting any work for the VA to verify if it’s ACM. The VA will be responsible to clean and abate the ACM.

D. All survey work shall be accomplished on energized equipment unless an outage is necessary on specific equipment. All requests for outages shall be submitted in writing to and approved by the Facility Manager/Chief Engineer. An energized electrical work permit shall be submitted by the contractor prior to working on energized systems. Appropriate personal protective equipment (PPE) and/or devices shall be used in those exceptional cases where it is necessary to remove covers/open equipment thereby exposing live buses or other energized components.

E. The Contractor shall conduct an entrance briefing with the Contracting Officer (CO), COR and the Maintenance and Operations (M&O) Electric Shop Supervisor upon arrival at the ALM. The Contractor shall use the meeting to introduce him/herself and to discuss the procedures for obtaining the necessary drawings and field information. At the completion of each key milestone, the Contractor shall conduct a short briefing with the CO and COR to discuss any major problems or life-threatening issues if any are discovered during the project. All information obtained during site visits or any conditions discovered during subsequent calculations shall be kept in strict confidence.

F. The electrical systems verification, tracing and labeling effort shall include site visits to the ALM by a team from the Contractor. The contractor’s team members shall consist of experienced, professional, certified/credentialed staff having extensive knowledge with the required training within NFPA 70E in the field of electrical power. The contractor shall follow strict compliance with the Electrical Lockout/Tagout complex procedure as stated in NFPA 70E, OSHA Control of Hazardous Energy standard 29 CFR 1910.147 and 1910.333 (b)(2), VA Policy Memorandum 007-18-71. The Contractor shall be responsible for field verification and information provided by VA personnel to include information sheets, diagram, reports and electrical data.

G. Normal hours of operation for VA sites are 8:00AM to 4:30 PM Monday through Friday except for Federal Holidays.

II. (ALM) FURNISHED DOCUMENTATION:

A. Building Plans and One-Line Diagrams are included in the solicitation package. These drawings and diagrams are not 100% accurate and shall require field verification by the Contractor. Substantial deviations from actual condition and location of electrical system components which affect the SOW shall be brought to the attention of the COR.

B. VA personnel knowledgeable of the existing electrical systems, shall accompany the Contractor’s team members during the initial site investigation. The contractor shall coordinate and verify schedule of personnel with the COR in advance of site visit(s). COR shall ensure that ALM personnel are available to accompany the survey team.

III. SCOPE OF WORK:

The Contractor shall identify circuits, trace circuits and apply labels on the entire electrical system Normal and Emergency (Critical, Life Safety, and Equipment) as identified in the scope of the Bid. It shall begin at the electrical feed thru transformers, switch gear, and continue to each branch circuit panel board and traced to every outlet on that circuit. The tasks for each building include:

Tasks: Branch circuit identification, documentation, panel naming convention, tracing & labeling.

A. Identify all electrical distribution panels, and document existing naming convention.

B. Develop new proposed naming convention for panels per VA Electrical Design Manual and facility preferences.

C. Following review and approval by the VA of new naming convention, contractor shall provide and install Phenolic labels attachable with screws for all electrical distribution panels within the facility.

D. Following review and approval by the VA of new naming convention, contractor shall provide database or spreadsheet list of electrical system components in both hard copy and electronically as an Excel file.

E. Contractor shall trace and document all branch and circuits within the facility.

F. Circuit tracing shall be performed while panels are energized. In no case, shall a breaker in a panel connected to a branch circuit wire be turned off without written permission of the COR.

G. Complete the tracing and naming of electrical circuits from the service entrance to the branch circuit panels to each load or device.

H. Documentation for the following:

1) Panel drawings showing configuration, description, and room numbers of each circuit.

2) Printed wiring device labels on all equipment and branch circuit devices.

I. Contractor shall complete branch circuit tracing and documentation for all panels.

J. A weekly report shall be furnished to the COR to include:

1. Summary of work completed during the work week.

2. Planned work schedule for the following 3 weeks.

3. Digital copies of completed panel schedules from the previous week’s work.

4. Contractor shall submit a tentative work plan to the COR for approval prior to any work.

IV. SCOPE OF BID:

A. Scope shall include:

1. Complete the tracing and naming of electrical circuits from the service entrance to the branch circuit panels and to each load or device.

2. Documentation and labeling for the following:

i. Panel drawings showing configuration, description, and room numbers of each circuit.

ii. Printed device labels on all equipment and loads.

iii. Printed labels on outlets.

iv. Phenolic labels attached with screws to all electrical distribution panels.

V. SCHEDULE FOR BID:

A. Site survey work shall begin immediately upon Notice to Proceed and coordinated with the COR.

B. All final reports shall be completed, submitted and approved 30 days after completion of base line item and each optional line item.

C. The COR shall be contacted in writing at least 10 business days in advance of the site survey to allow ample time for the COR to notify medical staff.

VI. OTHER DELIVERABLES:

A. Proof of Insurance: 10 business days after receipt of contract award.

B. Safety Plan: Contractor shall develop and implement Comprehensive Safety and Energized Electrical work plans to eliminate hazards occurring to the installation services for this project. Contractor shall furnish a hard and a digital copy of the plans for review no later than 10 business days after the notice to proceed. Contractor is responsible for providing enough project lead time to allow for VA review of the Safety and Energized Electrical Plans before acceptance. The plans shall also describe how the final system installation shall meet all applicable requirements of NFPA Code 70, NFPA Code 70E, OSHA 1910.335, VHA Directive 1028. Verify, trace, and label electrical distribution systems project work shall be allowed to begin only after VA’s acceptance of the Safety and Energized Plans. As per Department of Labor and OSHA requirements, all contractors involved in installation on VA owned or leased property shall comply as published in the Federal Register Volume 58, No. 124, June 30, 1993. In addition, any contractor that performs construction or service type work on any VA project as defined by the Scope of the referenced regulation is required to; (1) Provide and maintain his own protective equipment and devices, etc.; and (2) Require all sub-contractors used on site to follow these same provisions in the regulation.

VII. SUBMITTALS

a. Preliminary Submission shall include:

1. Executive Summary approach for accomplishing scope of work submitted both hard copy and electronically as an Excel file.

2. Minutes of the Entrance Briefing with the Chief of Engineering/Facility Management submitted both hard copy and electronically.

3. Report which identifies all electrical distribution panels within the facility along with documentation of new naming convention. Documentation of proposed naming convention for panels per VA Electrical Design Manual and facility preferences. Any database or spreadsheet list of electrical system components shall be submitted both hard copy and electronically as an Excel file.

4. A database or spreadsheet list of electrical system components shall be submitted both hard copy and electronically as an Excel file.

5. Schedule outlining tasks that align with the submission percentages and the period of performance.

6. All reports shall be submitted as an electronic and hard copy.

7. Final drawings indicating the physical locations of the distribution panels and branches to be submitted in 1 set of full-size drawings, 3 sets of ½ size drawings, and 1 CD set.

B. 35% Submission shall include Base Line Item plus Option #1 Period of Performance:

1. Updated Executive Summary submitted both hard copy and electronically.

2. Updated report which identifies all electrical distribution panels, circuitry, etc. within the facility along with naming convention. Report shall be submitted as an electronic and hard copy.

3. Updated documentation of naming convention for panels per VA Electrical Design Manual and facility preferences submitted in both hard copy and electronically as an Excel file.

C. 65% Submission shall include Base Line Item plus Options #1, #2, & #3 Period of Performance:

1. Updated Executive Summary submitted both hard copy and electronically as an Excel file.

2. Updated report which identifies all electrical distribution panels, circuitry, etc. within the facility along with naming convention. Report shall be submitted as an electronic and hard copy.

3. Updated documentation of naming convention for panels per VA Electrical Design Manual and facility preferences submitted in both hard copy and electronically as an Excel file.

D. 100% Final submission shall include Base Line Item plus Options #1, #2, #3, #4, #5 Period of Performance:

1. Final Executive Summary submitted both hard copy and electronically.

2. Final report which identifies all electrical distribution panels and branches within the facility along with naming convention. Report shall be submitted as an electronic and hard copy.

3. A final spreadsheet list of electrical system components shall be submitted both hard copy and electronically as an Excel file.

4. Final naming convention for panels per VA Electrical Design Manual and facility preferences. Any database or spreadsheet list of electrical system components shall be submitted both hard copy and electronically as an Excel file.

5. Final drawings indicating the physical locations of the distribution panels and branches to be submitted in 1 set of full-size drawings, 3 sets of ½ size drawings, and 1 CD set.

VIII. ADDITIONAL REQUIREMENTS:

A. Housekeeping - Accumulation of trash, paper, wood and metal shavings, sawdust, boxes and other packing materials shall be cleaned up as often as necessary and at the end of each work day. No items are to remain on site overnight.

B. Operating Room (OR) – Any work conducted near or over OR’s shall be coordinated 7 days in advance with the COR. This includes night work and/or weekends.

C. False Alarms – Fire Department response fees for false alarms caused by the contractor will be paid by the contractor.

D. Smoking is strictly prohibited in all facilities, near flammable liquids, highly combustible materials.

E. Security – Contractors shall always wear security badge in plain sight above the waist at all times. Contractors found without a badge shall be immediately removed from VA property by VA Police.

F. Parking – It is the responsibility of Contractor personnel to park only in designated parking areas. Parking information is available from the VA Security Service or the COR. Contractor vehicles found parked in VA parking lots will be issued a United States District Court Violation Notice and immediately removed and banned from VA property.

G. Tuberculosis (TB) – Contractor is responsible for ensuring that contracted worker(s) have been screened for TB. The contractor must provide written certification, within 24 hours upon receiving notice to proceed to the COR that all contract employees assigned to the work site have had a pre-placement tuberculin screening prior to assignment to the work site and been found to be free of active TB. Testing results must be less than one year old.

H. Safety - Safety and personal protective equipment (PPE) must be provided for each Contractor employee by the Contractor.

I. OSHA 10 & 30 -Hour Training Course – All construction workers are required to have the OSHA 10-hour Construction Safety training certification. The construction safety manager and/or superintendent shall have the 30-hour Construction Safety course certification. Proof of certification will always be on site at all times.

J. Permits – Contractor shall submit all permits associated with this project to the COR. This includes permits necessary with the City of San Antonio and local Fire departments. The contractor shall be responsible for coordination with these offices.

K. Infectious Control (IC) and Safety– All Contractors, construction workers and CORS must attend the Infection Prevention training annually (Ten-minute DVD). All construction workers will have a current IC training sticker attached to their badges at all times. If this requirement is not met, workers shall be removed from construction site.

1. All contractors must have proof of positive or negative result purified protein derivative (PPD’s) PRIOR to starting work.

2. The Infection Prevention office will be notified of all preconstruction meetings.

3. The infection control risk assessment (ICRA) shall be written into the contract and specifications for all projects to prevent cost discrepancies.

4. Infection Prevention office needs to be notified if the air conditioning (AC) must be interrupted in areas that affect patient care.

5. Construction sign and copy of IC permit shall be posted at project site at all times. All IC and dust control measures shall be implemented at all times.

6. Wear DuPont Tyvek coveralls or equivalent over clothing and shoe covers in moderate to high dust areas to prevent contamination of employee clothes and tracking dust and dirt into the facility. Remove coveralls and shoe covers before leaving the area.

7. Alterations: Infection Prevention Office will be notified of any work changes in areas of the building for anticipated routes of access.

8. All construction and installation work will comply with VA specifications for material and workmanship, NEC, NFPA, all applicable city, county, state, federal regulations, codes and OSHA standards. Refer to construction drawings and specs for requirements.

9. A HEPA filtered vacuum shall be used on site for small clean-ups in patient care areas that have an ICRA of 1 or 2.

10. When using the elevators patients are given first priority, please get off the elevator for the patient.

11. NEVER ride in the elevator with patients in beds and/or food service delivering trays.

12. Conduct work to interfere as least as possible with facility operations. All coordination for utilities shutdown shall be coordinated at least 72 hours prior to event with COR. For major utility system shutdowns, coordination shall be done at least 1 week in advance.

IX. ACCESS & RECORDS

A. Information Systems Officer, Information Protection:

The contractor shall not have access to VA Desktop computers nor shall 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 shall remain in VA control and shall not be removed from VA custody.

B. Privacy Officer:

The contractor shall not have access to protected Patient Health Information (PHI) nor shall 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 shall remain in VA control and shall not be removed from VA custody. All research data available for Contractor analyses is de-identified.

C. Records Manager:

1. 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. chs. 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.

2. 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.

3. 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.

4. STVHCS 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 STVHCS 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 STVHCS. The agency must report promptly to NARA in accordance with 36 CFR 1230.

5. 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 STVHCS 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).

6. 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 STVHCS guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

7. The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with STVHCS policy.

8. The Contractor shall not create or maintain any records containing any non-public STVHCS information that are not specifically tied to or authorized by the contract.

9. 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.

10. The STVHCS 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 STVHCS 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.

11. Training. All Contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take VHA-provided records management training, Talent Management System (TMS) Item #10176, Privacy and Information Security, Rules of Behavior. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

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.