36C25723Q1114.docx

36C25723Q1114

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

519-23-4-984-0229

07-17-2023 Lesley Kitchen 972-708-0818 07-25-2023

3PM

CDT

36C257 Department of Veterans Affairs NCO 17 North Texas Healthcare System Regional Procurement Office West (RPO-W) 124 E. Hwy 67, Suite 100 Duncanville TX 75137

X

334112 1250 Employees

N/A

36C257 Department of Veterans Affairs VISN 17 West Texas Healthcare System

300 Veterans Blvd Big Spring TX 79720 36C257

NCO 17

Department of Veterans Affairs North Texas Veterans Health Care Center 124 E. Hwy 67, Suite 100 Duncanville TX 75137

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

See CONTINUATION Page

Description: Weight-Based Inventory Management System

The contractor shall provide services for the Weight-based Inventory Management System in accordance with the statement of work. For additional details reference B.2 Price/Cost Schedule and Statement of work B.4.

NOTIFICATION TO OFFEROR:

Offerors must complete and return all information designated in section E prior to the time specified in block 8 of the SF1449 Pg. 1.

Blocks 30a,30b, and 30c on page 1 of the SF1449 must be completed and signed in order to be considered for award.

Required documents and instructions for quote submission are included in the Addendum to FAR 52.212-1, Instructions to Offerors-Commercial Products and Commercial Services.

See CONTINUATION Page

Latasha Messer Contracting Officer

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:

b. GOVERNMENT: Contracting Officer 36C257 Latasha Messer Latasha.messer2@va.gov Department of Veterans Affairs NCO 17 North Texas Healthcare System Regional Procurement Office West (RPO-W) 124 E. Hwy 67, Suite 100 Duncanville TX 75137

Contract Specialist 36C257 Lesley Kitchen Lesley.kitchen@va.gov Department of Veterans Affairs NCO 17 North Texas Healthcare System Regional Procurement Office West (RPO-W) 124 E. Hwy 67, Suite 100 Duncanville TX 75137

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

SOFTWARE LICENSE FEES

Contract Period: Base POP Begin: 08-31-2023 POP End: 08-30-2024

INTERFACE DEVELOPMENT FEES

SERVICE FEES

PAR SCALE PRODUCTS

POP End: 07-30-2024

PAR HARDWARE ACCESSORIES

POP End: 07-30-2024

THIRD PARTY STORAGE

THIRD PARTY SERVICES

INSTALLATION

PM services Contract Period: Option 1 POP Begin: 08-31-2024 POP End: 08-30-2025

PM services Contract Period: Option 2 POP Begin: 08-31-2025 POP End: 08-30-2026

PM services Contract Period: Option 3 POP Begin: 08-31-2026 POP End: 08-30-2027

PM services Contract Period: Option 4 POP Begin: 08-31-2027 POP End: 08-30-2028

B.3 DELIVERY SCHEDULE

0001-0008

SHIP TO: West Texas Healthcare 300 Veteran Blvd Big Spring, TX 79720

SHIP TO: West Texas Healthcare 300 Veteran Blvd Big Spring, TX 79720

SHIP TO: West Texas Healthcare 300 Veteran Blvd Big Spring, TX 79720

SHIP TO: West Texas Healthcare 300 Veteran Blvd Big Spring, TX 79720

SHIP TO: West Texas Healthcare 300 Veteran Blvd Big Spring, TX 79720

Page 1 of Page 1 of

B.4 STATEMENT OF WORK

A. GENERAL INFORMATION:

Department of Veterans Affairs Medical Center West Texas Health Care System (WTVAHCS) is seeking to modify the existing free standing inventory management storage system with a weight based inventory management system to ensure proper storage of medical products. This contract will be performance based. Contractor will provide at contractor’s expense all supervision, tools, materials, supplies, equipment, and labor to perform the work.

1. SCOPE OF WORK: The contractor will provide all supervision, labor, tools, materials, supplies, equipment, licensing, support and software/hardware to install and maintain a weight-based inventory management system that detects and transmits real-time information into the Government owned Generic Inventory Package (GIP), via VISTA/IFCAP.

2. HOURS OF SERVICE: Work is to be done between the hours of 8:00a.m. and 4:30p.m., Monday through Friday, excluding holidays.

Federal Holidays

1. INSTALLATION:

Installation will be performed during the working hours of 8:00am thru 4:30pm, Monday through Friday. Work at the government site shall not take place on Federal holidays or weekends unless coordinated with the Contracting Officer Representative (COR). The Contractor must notify the facility’s point of contact or COR for coordination of any required access to additional work areas. Contractor(s) will need to obtain an Identification Badge, which shall be worn at all times while on station. After all work is completed, the Contractor must notify the facility’s POC or COR of completion. A verbal or written status report will be provided to the COR following the completion of the workday, as determined by the COR.

SPECIFIC TASKS (ST):

ST# 1: Provide a licensing solution that has the ability to interface the weight-based system with the VA’s GIP system in real time for reporting purposes. The interface must comply with all VA security regulations and shall be available at no additional cost to the Government.

ST# 2: Provide and install weight-based inventory management system at the following locations (to include all bins, scales, and accessories):

WTVAHCS – Big Spring - 300 Veterans Blvd. Big Spring, TX 79720 San Angelo - 4240 Southwest Blvd, San Angelo, TX 76904 Hobbs - 1301 North Turner Street, Hobbs, NM 88240-8446 Odessa - Wilson and Young Medal of Honor VA Clinic 8050 E. Hwy 19, Odessa, TX 79762 Abilene - 3850 Ridgemont, Abilene, TX 79606

ST# 3: The weight-based inventory management system shall produce an accurate real-time reading of quantities on-hand accessible by web-based program and provide data mining capabilities that shall include at a minimum the following:

· Minimum current stock levels

· Recommended order points

· Average usage levels per item

· Verify any out of balance on hand quantities and values

· Accounting for any due out or due ins

The functionality minimal requirements are listed below:

· Must be weight based

· Easily calibrated and accurate

· Provide real time visibility to our Secondary Inventory locations

· Must be able to interface with GIP package in IFCAP

· Must be capable of tracking, adjusting, and reporting comprehensive real time information pertaining to the inventory of a secondary location

· It is imperative that depletion of stock triggers “pick” tickets based on PAR levels, Re-order points, and Emergency Stock Levels

· Software needs to be intuitive and easy to train on

· Software needs to be able to utilize multiple users with different levels of permissions

· Reports generated by software need to be relevant to APICS Principles of Inventory Management

· Must be able to handle a wide range of products based on size, thickness, and weight.

Equipment Status - Communication about system status including system failures

Materials Management Status –

· Open Orders

· Emergency/Critical Item Levels

· Negative Quantities on-Hand

· Item Locator

· Customer Item Requisition

· Current Levels

· Level recommendations by cost and usage demand SKU reduction recommendations

· Items over par level

· Stock outs and critical hits Par level value over time

· Consumption

· Average monthly usage

· Consumption analysis including time

· Consumption deviation

· Consumption over time

· Reports

· Activity detail (sales, receipts, adjustments, etc.) to include time inventory on hand changed

· Quantity on-hand Value on-hand

· Department transactions

· Cycle count sheet

· Out of balance with GIP - on hand Due-ins

· Due outs

· Issue multiple discrepancy between GIP and Par Bin

· Emergency levels

· Orders

· Existing orders

· Order preview

· Items

· Item master Item history

· Item classification Reconciliation history

· Most recent recon per item

ST # 4: Hardware Installation/Access

Install on 1 (one) VA owned desktop or laptop computer the program and software package used to add, delete and edit items stored in the bins/platforms in order to manage inventory items and levels at each designated facility. Install software on 1 (one) VA owned laptop for system set-up and installation. Install and prepare VA owned server for transmission of information between Contractor and VA for maintenance and monitoring of equipment in use.

Grant accesses and train VA employees for the web-based program that shall have unlimited user access and provide reports and data mining capability of current inventory including but not limited to current stock levels, recommended order levels, and average usage levels. The system shall be capable of producing reports in Excel or text delimited format using commercially available software.

Training includes but is not limited to:

· Adding items

· Removing items

· Assigning items

· Weighing items

· Editing Items

· Troubleshooting

· Reporting functions

· Par Vision

ST # 5: Provide Licensing and Support

One-year license agreement for use of Inventory Management System and related support. Automatic software upgrades of the installed program and software. Web-based program shall be available on any computer and/or mobile device for reporting purposes and evaluation of inventory levels for an unlimited number of users. Support to include continuous monitoring by means of a minimum of four remote checks of equipment functionality by Contractor personnel every 24 hours. Notification and maintenance support from Contractor personnel in the event of a problem with equipment or software. Contractor personnel shall respond to service calls no later than 24 hours after being notified of a problem with either equipment or installed software. Equipment and related hardware shall be replaced within 48 hours of notification of a problem if user is not at fault for damage or defect.

Government Furnished Equipment:

The WTVAHCS will furnish a server, laptop and desktop computer for installation of vendor owned software and related programs need to make the installed equipment operational.

Performance Monitoring:

Completion of the install will be verified by COR or designated personnel. Functionality and accuracy of the installed equipment will be continuously monitored by Logistics staff to ensure equipment is functioning properly and providing accurate and timely information for inventory and reordering purposes. Installed equipment and software is monitored by Contractor employees by daily check-ins that shall occur remotely at least 4 times every 24 hours. Contractor support to be provided for any defects or functionality problems by contacting Contractor via email or telephone within time frames designated in ST # 5. The Contractor will meet (e.g. in person, telephone, etc.) with the COR monthly to address any unresolved issues. Any unresolved and/or continuous issues will be addressed to the Contracting Officer for corrective action.

B. INVENTORY MANAGEMENT/STORAGE SYSTEMS AND OPERATION:

If the problem is covered under warranty, contractor shall coordinate with the respective manufacturer to correct the fault. Those faults that occur that the contractor can identify may be corrected by the installing contractor. Any fault covered under warranty and requiring coordination with the manufacturer for technical support/replacement parts will be closely managed/supervised by the contractor to ensure prompt action. A detailed maintenance report will be provided following each visit for repair or maintenance.

Any damage, fault or other malfunction resulting from workmanship, manufacturing defect or any other fault/failure covered by a manufacturer’s warranty shall be corrected by the installing contractor. Any correction that will require coordination with manufacturer for replacement parts related to warranty coverage shall be coordinated by or managed by the contractor.

Any fault/failure or damage resulting from actions/incidents which falls outside of workmanship or warranty coverage specifications may be corrected by the contractor at the direction and expense of the VA. Any such failure will be noted on the inspection report and specifically addressed with the COR.

C. PERFORMANCE AND DELIVERABLES:

All work must be performed by competent trained personnel who are experienced and qualified to work on the specific equipment. All work performed shall be accomplished in accordance with the manufacturer’s instructions including, but not limited to, adjustments, calibrations, cleaning, lubrication, testing, disassembly, inspection, replacement of worn or defective parts, etc., required to keep the equipment in operating condition. Contractor’s maintenance of the equipment must satisfy all requirements as set forth by the manufacture. Contractor must ensure all trash and debris is removed from site after work is completed.

D. PEFORMANCE PERIOD:

The installation of the system shall be completed within one-year after contract award with the work commencing 60 days from date of award.

E. KEY PERSONNEL:

Key Personnel, as specified in Contractor’s Technical Proposal must be listed and approved to be working on this project by the Government within five business days of any change in the Key Personnel. The Contractor’s Project Manager is a Key Person as defined by this section.

F. CONTRACTOR PERSONNEL REQUIREMENTS

The Contractor shall provide personnel capable of performing the installation of all components as well as general instruction on the operation immediately after installation. Additionally, all personnel shall be subject to a Government specified background investigation prior to working with Personally Identifiable Information. The position sensitivity for this effort has been designated as Low Risk and the level of background investigation is a National Agency Check with Written Inquiries. All personnel shall be U.S. Citizens. The Contractor will coordinate with the COR for all Security Issues.

1. CONTRACT TYPE:

This is a firm fixed price contract.

1. TRAVEL:

The West Texas Veterans Affairs Health Care System (WTVAHCS) is NOT responsible for any travel expenses associated with this requirement.

1. AUTHORIZED SERVICES:

The services authorized under this contract is installation, inspection and general instruction of the new weight-based inventory management system. Before performing any service or repair of a non-contract nature, the Contracting Officer or his/her designee must be advised of the reason for this additional work. Contractor is cautioned that only the Contracting Officer may authorize additional services or repairs and reimbursement will not be made unless this prior authorization is obtained.

1. COR AUTHORITY:

In no event is the COR empowered to change any of the terms and conditions of the contract. All changes, to any section of this contract, shall be made only by the Contracting Officer pursuant to a properly executed modification. The types of actions within the purview of the COR’s authority are to ensure that the Contractor performs the technical requirements of the contract, and to notify the Contracting Officer of any deficiencies observed. A Letter of Designation shall be issued to the COR and a copy shall be sent to the Contractor at the time of contract kickoff meeting or post-award conference setting forth in full the responsibilities and limitations of the COR.

1. DISCONTINUANCE OF SERVICE:

The Government reserves the right to terminate service on individual systems with a thirty day (30) written notice to the Contractor with payment to be prorated.

1. SUBCONTRACTING:

Due to the complexity of the services required herein, subcontracting will not be permitted without prior written approval by the Contracting Officer.

1. PARTS:

(a) Only new, standard parts shall be furnished by the Contractor. All parts shall be of the manufacture and have versatility be installed at the facility with as little structural augmentation as possible.

(b) All newly installed equipment and parts become the property of the Government. Replaced parts are to be disposed of legally by the Contractor in accordance with industry standards.

1. GOVERNMENT FURNISH EQUIPMENT:

The WTVAHCS will not furnish parts and/or test equipment for the performance of this contract. It is the responsibility of the Contractor to bring the appropriate equipment and/or supplies necessary to complete the work as required within.

1. QUALITY CONTROL:

After contract award, the Contractor shall implement and follow a Quality Control Plan or Quality Assurance and Surveillance Plan (QASP) that will be accepted by the Government. The solution-based Quality Control Plan or QASP with performance goals and acceptable quality levels is necessary to ensure quality for this project. The Contractor shall address any issues established by the Government performance goals as needed. The Contractor will provide full access of its internal QASP for the COR to monitor performance.

1. QUALITY ASSURANCE:

As stated in the Quality Control Plan or QASP, the Government shall evaluate the Contractor's performance under this agreement. For those tasks listed in the Quality Control Plan or QASP, the COR or evaluators shall follow the methods of surveillance specified in this agreement. Such surveillance shall be done according to standard inspection procedures or other agreement provisions. Any action taken by the contracting officer as a result of surveillance shall be in accordance with the terms of this agreement.

1. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS:

The Contractor shall ensure that services provided to the Government under this agreement comply with all applicable laws, statutes, regulations, and guidelines that govern the operation of systems by the Government. The Contractor shall also ensure that all services provided to the Government under this agreement comply with all Government mandated procedures, standards, and requirements.

As the Government develops and implements new or modified policies and procedures either to comply with internal agency rules and procedures or to comply with applicable rules, regulations, statutes, or other binding obligations ("Additional Compliance Terms"), the Government reserves the right to incorporate such Additional Compliance Terms into this Agreement. The Contractor hereby acknowledges and agrees that such Additional Compliance Terms shall become part of this agreement. The Government shall provide the Contractor with prior written notice regarding the date by which the Contractor shall comply with each set of Additional Compliance Terms ("Compliance Date"). Failure to comply with the Additional Compliance Terms prior to the Compliance Date shall be cause for the Government to immediately terminate this agreement. In the event that the Government terminates this agreement because of the Contractor's failure to comply with Additional Compliance Terms by the Compliance Date, the Contractor shall be liable for such reasonable costs as may be associated with the Government’s efforts to procure a replacement Contractor and associated systems and services.

VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY LANGUAGE FOR INCLUSION INTO CONTRACTS, AS APPROPRIATE

1. GENERAL

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

2. ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

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

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

c. Contract personnel who require access to national security programs must have a valid security clearance. National Industrial Security Program (NISP) was established by Executive Order 12829 to ensure that cleared U.S. defense industry contract personnel safeguard the classified information in their possession while performing work on contracts, programs, bids, or research and development efforts. The Department of Veterans Affairs does not have a Memorandum of Agreement with Defense Security Service (DSS). Verification of a Security Clearance must be processed through the Special Security Officer located in the Planning and National Security Service within the Office of Operations, Security, and Preparedness.

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

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

3. VA INFORMATION CUSTODIAL LANGUAGE

a. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1).

b. VA information should not be co-mingled, if possible, with any other data on the contractors/subcontractor’s information systems or media storage systems in order to ensure VA requirements related to data protection and media sanitization can be met. If co-mingling must be allowed to meet the requirements of the business need, the contractor must ensure that VA’s information is returned to the VA or destroyed in accordance with VA’s sanitization requirements. VA reserves the right to conduct on site inspections of contractor and subcontractor IT resources to ensure data security controls, separation of data and job duties, and destruction/media sanitization procedures are in compliance with VA directive requirements.

c. Prior to termination or completion of this contract, contractor/subcontractor must not destroy information received from VA, or gathered/created by the contractor in the course of performing this contract without prior written approval by the VA. Any data destruction done on behalf of VA by a contractor/subcontractor must be done in accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management and its Handbook 6300.1 Records Management Procedures, applicable VA Records Control Schedules, and VA Handbook 6500.1, Electronic Media Sanitization. Self-certification by the contractor that the data destruction requirements above have been met must be sent to the VA Contracting Officer within 30 days of termination of the contract.

d. The contractor/subcontractor must receive, gather, store, back up, maintain, use, disclose and dispose of VA information only in compliance with the terms of the contract and applicable Federal and VA information confidentiality and security laws, regulations, and policies. If Federal or VA information confidentiality and security laws, regulations and policies become applicable to the VA information or information systems after execution of the contract, or if NIST issues or updates applicable FIPS or Special Publications (SP) after execution of this contract, the parties agree to negotiate in good faith to implement the information confidentiality and security laws, regulations, and policies in this contract.

e. The contractor/subcontractor shall not make copies of VA information except as authorized and necessary to perform the terms of the agreement or to preserve electronic information stored on contractor/subcontractor electronic storage media for restoration in case any electronic equipment or data used by the contractor/subcontractor needs to be restored to an operating state. If copies are made for restoration purposes, after the restoration is complete, the copies must be appropriately destroyed.

RECORDS MANAGEMENT

A. Applicability B. This clause applies to all Contractors whose employees create, work with, or otherwise handle Federal records, as defined in Section B, regardless of the medium in which the record exists.

Definitions:

“Federal record” as defined in 44 U.S.C. § 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them.

The term Federal record:

1. includes VA records.

2. does not include personal materials.

3. applies to records created, received, or maintained by Contractors pursuant to their VA contract.

4. may include deliverables and documentation associated with deliverables.

C. Requirements

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. VA 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 VA 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 VA. 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 VA 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 VA 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 VA policy.

8. The Contractor shall not create or maintain any records containing any non-public VA 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 VA 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 VA 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

D. If VA determines that the contractor has violated any of the information confidentiality, privacy, and security provisions of the contract, it shall be sufficient grounds for VA to withhold payment.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

(n) Title. Unless specified…