36C26123Q0119.docx

36C26123Q0119

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

36C261-22-AP-6320

459-23-1-632-0010 36C26123Q0119 11-18-2022 James Postell

702.791.9000 x18936 12-01-2022

10AM

PST

00261 Department of Veterans Affairs Network Contracting Office 21 VA Southern Nevada Healthcare System 6900 N. Pecos Road, Building 6 North Las Vegas

NV

89086 X 561710 $15.5 Million N/A X ** See Price/Cost Schedule**

00261 Department of Veterans Affairs Network Contracting Office 21 Southern Nevada Healthcare System 6900 N. Pecos Road, Building 6 North Las Vegas

NV

89086

Financial Services Center P.O. Box 149971 Austin

TX

78714-9971 See CONTINUATION Page This requirement is for Pest Controls Services at American Samoa's Community Based Outpatient Clinic Period of Performance : 12/15/2022 - 12/14/2023 See CONTINUATION Page X x Jennifer Sarraga 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:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C261

Network Contracting Office 21 VA Southern Nevada Healthcare System 6900 N. Pecos Road, Building 6 North Las Vegas NV 89086

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

Pest Control Services for American Samoa Community Based Outpatient Clinic Contract Period: Base POP Begin: 12-15-2022 POP End: 12-14-2023 PRINCIPAL NAICS CODE: 561710 - Exterminating and Pest Control Services PRODUCT/SERVICE CODE: S207 - Housekeeping - Insect/Rodent Control

MANUFACTURER PART NUMBER (MPN): N/A

Pest Control Services for American Samoa Community Based Outpatient Clinic Contract Period: Option 1 POP Begin: 12-15-2023 POP End: 12-14-2024 PRINCIPAL NAICS CODE: 561710 - Exterminating and Pest Control Services

Pest Control Services for American Samoa Community Based Outpatient Clinic Contract Period: Option 2 POP Begin: 12-15-2024 POP End: 12-14-2025 PRINCIPAL NAICS CODE: 561710 - Exterminating and Pest Control Services

Pest Control Services for American Samoa Community Based Outpatient Clinic Contract Period: Option 3 POP Begin: 12-15-2025 POP End: 12-14-2026 PRINCIPAL NAICS CODE: 561710 - Exterminating and Pest Control Services

Pest Control Services for American Samoa Community Based Outpatient Clinic Contract Period: Option 4 POP Begin: 12-15-2026 POP End: 12-14-2027 PRINCIPAL NAICS CODE: 561710 - Exterminating and Pest Control Services

Page 1 of Page 1 of

Performance Work Statement

PEST CONTROL SERVICES

American Samoa – Community Based Outpatient Clinic (CBOC)

The Contractor shall provide all management, licenses, laboratory testing, tools, supplies, equipment, transportation, labor, and all incidental expenses to implement an Integrated Pest Management (IPM) program for pest control services at American Samoa Community Based Outpatient Clinic (CBOC). Pest control services shall be performed in a manner that will ensure the health and general well-being of the public and CBOC personnel.

Period of Performance with Option Year:

December 15, 2022, to December 14, 2023 (Base year) December 15, 2023, to December 14, 2024 (Option year 1) December 15, 2024, to December 14, 2025 (Option year 2) December 15, 2025, to December 14, 2026 (Option year 3) December 15, 2026, to December 14, 2027 (Option year 4)

Location Information:

CBOC – American Samoa 1005 Airport Way Pago Pago, American Samoa 96799

SCOPE OF SERVICES

The Contractor’s IPM Program shall address abatement of the following pests at the American Samoa CBOC.

Indoor populations of rodents, insects, arachnids, and other arthropods.

Outdoor populations of potentially indoor-infesting species in the vicinity of the Toll Road facilities.

Nests of stinging insects in the vicinity of the Toll Road facilities.

Individuals of all excluded pest populations that are incidental invaders inside the specified buildings.

Indoor populations of nuisance birds.

Populations of the following pests are excluded from this contract:

Bats, snakes, and all other vertebrates.

Termites

Mosquitoes

Pests that primarily feed on outdoor vegetation.

INITIAL ASSESSMENT AND REPORT

Contractor shall survey and assess the existing pest condition at the American Samoa CBOC and provide a written report with assessment and recommendations to the Contracting Officer (CO) and Contracting Officer Representative (COR).

The Contractor shall provide the assessment and report within 30 days of contract award and shall include descriptions of deficiencies and recommended actions.

2.3 The Contractor shall use the initial assessment as the starting point for providing ongoing pest control inspections, treatments, and recommendations.

INSPECTION AND TREATMENT

The Contractor shall perform initial pest control services to the interior and exterior perimeter ground areas and to perform necessary treatment if pests are existent. Inspection and treatment applications for bees and wasps shall include up to ten feet above ground level.

The Contractor shall be on site to perform monthly pest control services. Unless otherwise specified elsewhere in the contract documents, the Contractor shall inspect all buildings and areas once per month at a minimum to determine if pests are existent, and to perform necessary treatment.

Pest control services shall be performed on Friday, and any time between the hours of 4:00 pm through 6:00 pm as approved by the COR.

The contractor shall not deviate from the schedule of services unless approved by the Contracting Officer’s (COR).

The Contractor must have a sighting logbook, as well as provide follow-up inspection and/or treatment of previously serviced pest activities until pest problems have been abated.

Contractor shall correct defective services within one (1) day of notification by the COR.

The Contractor shall be available 24 hours a day, 365 days a year to respond to special/emergency pest control services requested by the cor.

The Contractor shall respond within four (4) hours of receiving verbal or written request from the COR for the Contractor to provide special/emergency pest control services.

Response time is defined as from the time the Contractor receives the request from the COR to the time the Contractor arrives at the CBOC location where service is required.

MATERIALS AND PERFORMANCE REQUIREMENTS

Pest control services shall conform to the material and performance requirements specified herein. The Contractor’s IPM Program shall use safe, effective, environmentally sound methods including biological/genetic/cultural control, mechanical/physical control, and where necessary, the judicious use of least hazardous pesticides.

MATERIAL AND EQUIPMENT FOR SERVICE

The Contractor shall submit the current labels and Safety Data Sheets (SDS) for all pesticides to be used, and brand names of pesticide application equipment, rodent bait stations, insect and rodent trapping devices, pest monitoring devices, pest detection equipment and any other pest control devices or equipment that may be used to provide service. The COR’s approval of the submittal does not relieve the contractor of its responsibility to comply with the requirements of the contract documents.

PEST CONTROL PLAN

The Contractor shall submit to the CO for approval, a pest control plan within 30 days of contract award.

The Pest Control Plan shall consist of the following:

Initial assessment and report Methods for inspection, monitoring, and detection

The Contractor shall describe methods and procedures to be used for identifying sites of pest harborage and access, and for making objective assessments of pest population levels throughout the term of the contract.

QUALITY CONTROL

The Contractor shall submit a copy of its quality control program that assures the requirements of the contract are provided as specified. The program shall include at least the following:

The Contractor’s quality control inspection system shall cover all the services stated in this contract. The purpose of the system is to detect and correct deficiencies in the quality of services before the level of performances becomes unacceptable and/or the COR identifies the deficiencies.

A quality control checklist shall be used in evaluating contract performance during regularly scheduled and unscheduled inspections. The checklist shall include every building or site serviced by the Contractor as well as every tasks required to be performed.

A quality control file shall contain a record of all inspections conducted by the Contractor and any corrective actions taken. The file shall be maintained throughout the term of the contract and made available to the COR upon request.

The Contractor shall state the name(s) of the individual(s) responsible for performing the quality control inspections.

SAFETY PLAN

The Contractor shall develop and provide to the COR the Contractor’s Safety Plan. This Plan shall fulfill the requirements of the Occupational Safety and Health Administration (OSHA), Environmental Protection Agency (EPA), American Samoa Pesticide Act of 1979, and other applicable federal, state and local laws and regulations.

CERTIFICATE/LICENSE

The Contractor shall have a licensed pest control manager assigned to support this contract. Persons applying pesticides must possess a current American Samoa of Agriculture and Consumer Services Commercial Pesticide Applicator Certificate/License.

The Contractor will be responsible to ensure that the licenses/certificates and training of Contractor personnel are kept current.

Contractor shall provide to the COR a copy of the Commercial Pesticide Applicator Certificate/License for every personnel who will be performing services on site under this contract.

At a minimum, the Contractor shall submit Certificates of two individuals, one acting as a regular service representative and the other acting as an alternate.

USE OF PESTICIDE

The application of all pesticides shall adhere to all federal, state and local laws and regulations, including all applicable Environmental Protection Agency (EPA), Occupational Safety and Health Administration (OSHA), state/local regulatory guidance on pesticide storage, disposal and applications.

Pesticides shall be applied according to the methods, rates and precautions on the manufacturer’s label.

Pesticide application shall be according to need and not by schedule. As a general rule, application of pesticides in any inside or outside area shall not occur unless visual sighting, inspection or monitoring devices indicate the presence of pests in that specific area.

When pesticide use is necessary, the contractor shall employ the least hazardous material, most precise application technique, and minimum quantity of pesticide necessary to achieve control.

INSECT CONTROL

The Contractor shall use non- pesticide methods of control wherever possible. Trapping devices rather than pesticide sprays shall the standard method for indoor fly control.

As a general rule, the Contractor shall apply all insecticides as “crack and crevice” treatments only, defined in this contract as treatments in which the formulated insecticide is not visible to a bystander during or after the application process.

Application of insecticides to exposed surfaces or as space sprays (fogging) shall be restricted to exceptional circumstances where no alternative measures are practical. No surface application or space spray shall be made while tenant personnel are present.

The Contractor shall take all necessary precautions to ensure tenant and employee safety, and all necessary steps to ensure the containment of the pesticide to the site of application.

Bait formulations shall be the standard pesticide technology for cockroach and ant control, with alternate formulations restricted to unique situations where baits are not practical.

Sticky traps shall be used to guide and evaluate indoor insect control efforts wherever necessary.

RODENT CONTROL

Indoor trapping

11.1.1 As a general rule, rodent control inside buildings shall be accomplished with trapping devices only. All such devices shall be concealed out of the general view and in protected areas so as not to be affected by routine cleaning and other operations.

Contractor shall check all trapping devices for trapped rodents during its scheduled visits and shall dispose the trapped rodents in an appropriate manner.

Use of Rodenticides

Contractor shall use rodenticides in circumstances when rodenticides are deemed essential for adequate rodent control inside buildings. All rodenticides, regardless of packaging, shall be place either in locations not accessible to children, pets, wildlife, and domestic animals, or in EPA-approved tamper-resistant bait boxes.

As a general rule, rodenticide application outside buildings shall emphasize the direct treatment of rodent burrows wherever feasible. Contractor shall dispose of dead rodents in appropriate manner.

Use of Rodent Bait Stations

All rodent bait stations shall be maintained in accordance with EPA regulations, with an emphasis on the safety of non-targeted organisms.

The Contractor shall adhere to the following:

All rodent bait stations shall be placed out of the general view, in locations where it will not be disturbed by routine operations.

The lids of all rodent bait stations shall be securely locked or fastened shut.

All rodent bait stations shall be securely attached or anchored to floor, ground, wall, or other immovable surface, so that the box cannot be picked up or moved.

Bait shall always be secured in the feeding chamber of the box and never placed in the runway or entryways of the box.

All rodent bait stations shall be labeled on the inside with the Contractor’s business name, phone number and address, and dated by the Contractor’s technician at the time of installation and each servicing.

Contractor shall install and maintain rodent bait stations wherever necessary inside and/or outside of buildings/structures for rodent control.

At a minimum, the Contractor shall install and maintain rodent bait stations as follows:

The vicinity of the refuse containers.

Exterior perimeter of all facilities and around entry doors. Bait stations shall be placed depending on the severity of the infestation, but no more than 50 feet apart.

Contractor shall provide plans showing locations and quantities of rodent bait stations. Plans shall be updated as necessary to reflect possible changes in locations and quantities.

A. Throughout the term of the contract, the Contractor shall be responsible for advising the COR about any structural, sanitary, or procedural modifications that would reduce pest food, water harborage, or access. The Contractor shall be responsible for adequately suppressing all pests included in this contract regardless of whether or not the suggested modifications are implemented.

Contractor shall provide documentation, including photos, to the COR showing any structural, sanitary, or procedural conditions contributing to the pest control problem. Documentation shall be provided to the COR within 24 hours after discovering the condition.

GENERAL REQUIREMENTS

CONTRACTOR’S QUALIFICATIONS

The contractor shall have at least five (5) year experience in the business of providing comprehensive custodial services of the size and scope described in this SOW.

CONTRACTOR CHECK-IN/CHECK-OUT

Upon arrival to the site, the Contractor shall immediately check-in with the COTR and then review the pest sighting log located at the Authority’s Work Order Desk. At the conclusion of each workday and prior to departure from the job site, the Contractor shall check-out with the COR and shall document its response to the pest sightings reported in the pest sighting log.

The Contractor will be escorted by CBOC staff at all times.

RECORD KEEPING

The Contractor shall submit a pest control inspection and treatment report to the COR at the conclusion of workday. The pest control inspection and treatment report shall include the date of service, operator name and certificate number, description and location of services and inspections performed, materials and equipment used, and as applicable, the type and number of pesticides applied. The report shall indicate activity and conditions observed that might be contributing to the pest problem. Entries shall be made in ink, shall be legible, and shall be signed by the Contractor.

The Contractor shall be responsible for maintaining a pest control logbook and file(s) to accurately document in detail all pest control observations, activities, pest control applications, and results achieved by the Contractor. The Contractor shall provide a copy of the entries in the logbook for each calendar month to the COR by electronic mail (e-mail) within five (5) working days after the end of the month.

EMPLOYEE UNIFORMS

The Contractor shall provide its employees working under this contract with complete uniforms including, but not limited to, shirt with company identification logo, full-length pants, safety shoes and other necessary safety gear in compliance with EPA, OSHA, and American Samoa Pesticide Act of 1979.

Contractor employees shall wear the required uniform to perform work in the airport. Contractor employees not wearing the required uniform will not be permitted to perform work.

COMMUNICATION DEVICES

12.5.1 The Contractor shall provide, at its own expense, mobile phone to its personnel performing services at the CBOC.

12.5.1.2. The Contractor shall also provide e-mail addresses, facsimile and telephone numbers by which the COR can contact individuals who have the responsibility and authority for implementing all the requirements of the contract.

WORK HOURS

Contractor shall perform the base services on Fridays for a minimum of three (3) hours beginning at 4:00 p.m., excluding federal holidays. Should a federal holiday occur on Friday, the Contractor shall perform the base services on the following or preceding Wednesday of the week.

Special/emergency services shall be performed within four hours after receiving a request from the COR.

The areas specified in the SOW shall be occupied and operational during the period of the Contract. The services shall be performed with minimal disruption to the occupants and operation of the facilities. Should the schedule of services disrupt the occupants and operation of the facilities, the COR reserves the right to change the schedule for base services to any day from Monday through Friday, and any time between the hours of 4:00 pm through 7:00 pm., at no additional cost to the government.

CLEAN UP

13.6.1. The Contractor shall maintain and leave the service area in a clean, neat, and orderly condition satisfactory to the COR. If the Contractor fails to clean up as required, the Authority may do so immediately after the occurrence and the contractor shall be liable to the CBOC for the cost thereof.

MEETINGS

15.1.1. The Contractor’s representative shall attend meetings as required by the CBOC to coordinate, evaluate, and discuss issues and performance of the work under this contract.

SAFETY AND PROTECTION

The Contractor shall be responsible for researching, understanding, administering, and practicing the environmental protection, Occupational Safety and Health Administration (OSHA), American Samoa Pesticide Act of 1979, and other applicable federal, state and local laws and regulations.

The Contractor shall take reasonable precautions for the safety of all real property and shall provide reasonable protection to prevent damage to any real property. Should the contractor damage any property, the Contractor shall be required to repair or replace the damaged property immediately to the satisfaction and approval of the COR.

The COR, at its sole discretion, may elect to repair or replace the damaged property, and deduct such costs from monies due or to become due to the Contractor.

The Contractor shall comply with all federal, state and local laws and regulations concerning storage, application and disposal of hazardous materials used by the contractor.

If the Contractor, at any time, fails to perform the services in a safe manner, the Contracting Officer and/or the COR may issue an order ceasing all or part of the service until corrective actions are made.

The Contractor’s employees shall wear appropriate safety devices/apparel as required by OSHA to perform services in construction area. These devices/apparel shall include, but are not limited to, the following:

Back support devices Eye protection Hearing protection Reflective vest Hand protection Head protection Foot protection

SMOKE FREE ENVIRONMENT

The Authority's facilities are smoke free. The contractor and its employees shall adhere to all applicable rules and regulations regarding maintenance of a smoke free environment.

SECURITY REQUIREMENTS

The Contractor, its subcontractors, and all their employees shall be subject to and shall at all times conform with any and all rules, regulations, policies and procedures pertaining to security at the CBOC. Any violations or disregard of the rules, regulations, policies and procedures may be cause for immediate termination.

Any and all personal packages brought onto and/or removed from Authority property may be subject to inspection by a security officer. Firearms and/or explosives shall NOT be brought onto the CBOC's property. VIOLATORS WILL BE PROSECUTED.

ACCIDENTS / INJURIES

The contractor shall be responsible for promptly notifying the COR and Airport Police of any accidents arising from the performance of this contract involving property damage or bodily injury to workers, building occupants, visitors, or other persons.

The COR will provide information necessary concerning whom to contact and the specific form of the follow-up written notice. All accidents/injuries shall be pictorially documented.

METHOD OF PAYMENT

BASE SERVICES

18.1. The Contractor shall invoice the CBOC for Base Services which were performed in accordance with the SOW and shall be paid for actual services performed. The Authority reserves the right to withhold a portion of the monthly payment to the extent the contractor has not fulfilled the requirements of the SOW for the month in which the services were performed.

INVOICING

The contractor shall submit one invoice on a monthly basis for all services completed to the satisfaction of the COR at the end of the four-week period in which the services were performed.

91.2. Prior to submitting the invoice for payment, the Contractor shall present a copy of the invoice to the COR to review for accuracy and completeness.

SCHEDULE OF SERVICES

The identified frequencies are to be considered the minimum frequencies to receive pest control inspection and treatment. Frequencies shall be increased as necessary until pest problems have been abated.

LOCATION MINIMUM FREQUENCY OF SERVICE: ONCE A MONTH including the following:

Offices Break rooms Supply rooms Men/Women rest rooms Conference room Training room File rooms Closets Treatment rooms Entrances Storage areas Outside building perimeter Corridor

NARA Records Management Language for Contracts (May 2017):

https://www.archives.gov/records-mgmt/handbook/records-mgmt-language.html

RECORDS MANAGEMENT OBLIGATIONS

A. Applicability

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.

B. 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 [Agency] records.

2. does not include personal materials.

3. applies to records created, received, or maintained by Contractors pursuant to their [Agency] 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. [FACILITY] 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 [FACILITY] 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 [FACILITY]. 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 [FACILITY] 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 [FACILITY] 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 [FACILITY] policy.

8. The Contractor shall not create or maintain any records containing any non-public [FACILITY] 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 [FACILITY] 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 [FACILITY] 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. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

[Note: To the extent an agency requires contractors to complete records management training, the agency must provide the training to the contractor.]

D. Flowdown of requirements to Subcontractors

1. The Contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph, in all subcontracts under this [contract vehicle], and require written subcontractor acknowledgment of same.

2. Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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