36C26124Q1032.docx

36C26124Q1032

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

459-25-1-622-0002

10-22-2024 Bruce Lundvall 916-923-4549 11-05-2024

12:00 PM

PDT

612MCP

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) Network Contracting Office (NCO) 21 3237 Peacekeeper Way, Bldg. 200 Suite 204 McClellan Park CA 95652

X

Y 561210 $47 Million

N/A

Reference B3 Statement of Work

CA 95652

612MCP

Department of Veterans Affairs

Network Contracting Office (NCO) 21 3237 Peacekeeper Way, Bldg 200 Suite 204 McClellan CA 95652

Department of Veterans Affairs FMS VA-9(101) Financial Services Center

PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page

This is a Request for Quotes for Building Maintenance Services for VA CBOC located at 498 Chalan Palasyo Agana Heights, GU 96910-6427.

Offerors to submit quote(s) per instructions provided in Sections 52.212-1 and 52.212-2.

Submit all questions five business days prior to the due via email to bruce.lundvall@va.gov.

See CONTINUATION Page

Anna Norcross

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:

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.

Invoicing: All invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

More information on the VA Financial Services Center is available at http://www.fsc.va.gov/einvoice.asp.

Vendor e-Invoice Set-Up Information:

Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

· Tungsten e-Invoice Setup Information: 1-877-489-6135

· Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

· FSC e-Invoice Contact Information: 1-877-353-9791

· FSC e-invoice email: vafsccshd@va.gov

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Guam Building Maintenance Services in accordance with the attached Performance Work Statement. Hours for Building Maintenance Services. Estimated 141 hours per month.

Contract Period: Base POP Begin: 11-15-2024 POP End: 11-14-2025 PRINCIPAL NAICS CODE: 561210 - Facilities Support Services PRODUCT/SERVICE CODE: Z1AZ - Maintenance of Other Administrative Facilities and Service Buildings

Preventative Maintenance and Repair Supply Items related to services provided in CLIN 0001 (Not to Exceed (NTE) the amount of $8,992.00.

This amount can only be changed by a written contract modification provided by the Contracting Officer. Estimates for materials and supplies must be submitted to COR and approved prior to purchase.

Contract Period: Base POP Begin: 11-15-2024 POP End: 11-14-2025

Guam Building Maintenance Services in accordance with the attached Performance Work Statement. Hours for Building Maintenance Services. Estimated 141 hours per month.

Contract Period: Option 1 POP Begin: 11-15-2025 POP End: 11-14-2026

Preventative Maintenance and Repair Supply Items related to services provided in CLIN 0001

This amount can only be changed by a written contract modification provided by the Contracting Officer. Estimates for materials and supplies must be submitted to COR and approved prior to purchase."

Contract Period: Option 1 POP Begin: 11-15-2025 POP End: 11-14-2026

Guam Building Maintenance Services in accordance with the attached Performance Work Statement. Hours for Building Maintenance Services. Estimated 141 hours per month.

Contract Period: Option 2 POP Begin: 11-14-2026 POP End: 11-14-2027

Preventative Maintenance and Repair Supply Items related to services provided in CLIN 0001

This amount can only be changed by a written contract modification provided by the Contracting Officer. Estimates for materials and supplies must be submitted to COR and approved prior to purchase."

Contract Period: Option 2 POP Begin: 11-15-2026 POP End: 11-14-2027

Guam Building Maintenance Services in accordance with the attached Performance Work Statement. Hours for Building Maintenance Services. Estimated 141 hours per month.

Contract Period: Option 3 POP Begin: 11-15-2027 POP End: 11-14-2028

Preventative Maintenance and Repair Supply Items related to services provided in CLIN 0001

This amount can only be changed by a written contract modification provided by the Contracting Officer. Estimates for materials and supplies must be submitted to COR and approved prior to purchase."

Contract Period: Option 3 POP Begin: 11-15-2027 POP End: 11-14-2028

Page 1 of Page 1 of

B3 STATEMENT OF WORK

Guam CBOC Building Maintenance Services

Location Information:

CBOC – Guam 498 Chalan Palasyo Agana Heights, GU 96910-6427

1.0 Scope of Work

1.1 Unless otherwise specified herein, the contractor shall provide all personnel, equipment, tools, and supervision. The VA will furnish all materials needed to complete the work.

1.2. Maintenance and repair services shall include but not be limited to the following:

1.2.1: Carpentry/Painting – touch-up painting, patching wall, painting, carpet replacement and flooring work.

1.2.2: Plumbing – water heaters, sinks, toilets, urinals, faucets, showers, drinking fountains, and fire sprinkler head. .2.3: Electrical – troubleshooting and repair of electrical outages such as dead circuits, data lines and analog lines. 1.2.4: Heating, Ventilation and Air Conditioning – HVAC equipment, refrigeration equipment, blowers, compressors, motors, dampers, condensers, cooling coils, pumps, duct work, air filters, heating units, air handler units, motors, belts, greasing of bearing, cleaning of coils, checking pressures, clear all drain lines of debris, ensure drain are draining properly.

1.2.3: Additional maintenance to include bi-annually pressure washing parking, sidewalk, building and entry signage.1.3 All supplies and materials shall be of a type and quality that conform to applicable Federal specifications and standards and, to the extent feasible and reasonable. The performance of work described herein are subject to the approval of the Contracting Officer Representative (COR) and Contracting Officer (CO) or Contracting Specialist (CS).1.4 The contractor must submit to the COR a list indicating the name of the manufacturer, the brand name, and the intended use of each of the materials, proposed for use, prior to commencement of work.

1.5 The contractor shall not use any materials, chemicals, or compounds which the COR determines would be unsuitable for the intended purpose or harmful to the surfaces to which applied.

1.6 The contractor shall perform service call work, recurring work, and preventive maintenance. Contractor shall provide monthly, mid-year and yearly report to the COR.

1.7 The contractor shall receive all service call requests directly from COR. The contractor shall respond accordingly for emergency and urgent calls. A log shall be maintained of all service calls received; a description of the problem or requested work, date and time received facility/building name and number, ands caller’s name/telephone number shall be recorded for each call. The contractor shall plan and schedule work to assure material, labor, and equipment are available to complete work requirements with regard to established time limits and quality standards. Verbal scheduling and status reports shall be provided when requested by the COR.

1.8 Emergency service calls will be classified as emergency at the discretion of the COR. Generally, emergency calls consist of correcting failures that constitute an immediate danger to personnel; threaten to damage property or threaten to disrupt activity operations. Urgent service calls will be classified as urgent at the discretion of the COR. Generally, urgent calls consist of providing services or correcting failures which do not immediately threaten personnel, property, or activity missions, but will soon inconvenience and/or affect the health or wellbeing of personnel, and lead to property damage. Routine service calls will be classified as routine when the work does not qualify as an emergency or urgent call.

1.9 The contractor shall have procedures for receiving and responding to emergency services within the specified response time seven days a week, including weekends and holidays and provide on-call response within 30 minutes for weekends, holidays, and after normal duty hours for emergency service calls. This work shall be continuous 24 hours a day, 7 days a week until completed, unless approved by the COR. The contractor must be on the job site and working within 60 minutes after receipt of an emergency service call. The contractor shall work without interruption and shall correct, remedy, or take other action as required to contain the emergency service call before departing the job site.

1.10 The Contractor shall have procedures for receiving and responding to urgent service calls within one hour after receipt of an urgent service call received during regular working hours, and within 2 hours for urgent calls received after regular working hours, on weekends, or holidays.

1.11 All routine service calls shall be completed within 5 working days after receipt. Routine calls shall be normally accomplished during regular working hours, Monday through Friday.

1.12 Recurring work includes preventive maintenance (PM) and start-up/shutdown of systems. The contractor shall maintain sufficient parts, materials, and equipment on hand to perform all recurring work as specified. Preventive maintenance consists primarily of inspection, lubrication, calibration, adjustment, and minor part and component replacement (e.g., filter, belts, fluids, oil, and grease) as required to minimize malfunction, breakdown, and deterioration of equipment; and the identification of and/or performance of any repairs required to ensure the equipment is operating per manufacturer’s standards. The contractor shall complete all identified repairs and provide all necessary services, parts, and materials as part of the PM.

1.13 The Contractor shall submit a detailed PM schedule to the COR for approval at least 15 calendar days prior to the start date of the contract. The schedule shall cover the entire term of the contract and include for each system/piece of equipment and PM lasted herein, the facility/building number, the work to be performed (e.g., semiannual PM), and the week of the month the PM will be perfumed.

1.14 The contractor shall arrange work so as not to cause interference with normal occurrence of Government business. In those cases where some interference is unavoidable, the Contractor must make every effort to minimize the impact of the interference and its effects.

1.15 Other contractors may be engaged in work in support of the facilities/buildings. The Contractor for this contract shall coordinate and cooperate with all other Contractors to avoid conflicts in work schedules and performance. In the event of conflicts that cannot be satisfactorily resolved, the matter shall be referred to the Contracting Officer for a decision.

1.16 The contractor shall furnish in writing to the COR the names of all contractor personnel not later than (NLT) the contract pre-performance conference. The COR shall immediately be notified in writing whenever changes are made.

1.17 The contractor shall comply with Federal drug-free workplace and work force requirements IAW the Federal Acquisition Regulations.

1.18 The contractor personnel shall present a neat appearance and be easily recognized. Waivers or exceptions for office personnel must be accepted by the COR.

1.19 Some classifications of work may require special protective clothing; coveralls, aprons, masks, face shields, reflective vests, back supports, gloves, and steel-toed safety shoes/boots IAW the regulations covering the job descriptions. The contractor shall be responsible for identifying those job classifications requiring protection equipment IAW OSHA standards.

2.0 Required Submittals and Reports

2.1 The Contractor shall maintain management, operation, and maintenance records and prepare management, operation, and maintenance reports. Within thirty (30) days of contract award, the Contractor shall establish a separate history file for each facility/building. Each file shall contain a listing of all equipment by nomenclature and manufacturer’s model number, as well as all manufacturer’s literature, brochures, and pamphlets; maintenance, operator, and parts list manuals; warranty information; a copy of all completed Service Call Work Forms; Preventive Maintenance inspection checklists and forms; and any other information relevant to work performed during the term of the contract. Facility/building files shall be made available for review when requested by the COR and turned over to the Contracting Officer within five calendar days after contract completion.

2.2 The Contractor shall develop a Maintenance and Repair Plan that will be reviewed and updated annually, and as required by the Contracting Officer. The Plan must contain and define the following elements:

2.2.1 The Contractor’s written policy stating its commitment to the use of bio-based products, employee health and safety, and sound environmental management practices.

2.2.2 The product attributes for the proposed product brands in each of the above categories must be summarized. Once this list of products has been approved by the Contracting Officer, the Contractor is responsible for using only those approved products. If for some reason the product is found later to be ineffective, or the Contractor would otherwise like to propose an alternative product, either the Contractor or Contracting Officer may propose for consideration an “equal” product. The Contracting Officer is the final decision-maker for such substitutions and must approve each in writing.

2.2.3 The contractor shall define proper procedures for the storage of hazardous materials in conformance with good housekeeping practices, the National Fire Prevention Association (NFPA) Code, and applicable federal and municipal regulations. The Plan also must define proper procedures for the identification and disposal of hazardous wastes in accordance with Federal RCRA regulations.

2.2.4 The contractor shall maintain strict control of all documents

3.0 Quality Control Program

3.1 The contractor shall institute and maintain a complete quality-control program to ensure that the requirements of this contract are provided, as specified. The overall goal of the program should be to identify and correct any problems that may exist before they are identified by or reported to the COR and/or the building-management staff. At a minimum, the program shall include:

3.1.1 An inspection system covering all the services required with a comprehensive checklist to be used to inspect contract performance during scheduled and unscheduled inspections, and the name(s) of the individuals who will be performing the inspections.

3.1.2 A system for identifying and correcting deficiencies and/or a pattern of deficiencies in the quality or quantity of services provided before the level of performance becomes unacceptable and/or Government inspectors point out the deficiencies.

3.1.3 A file of all inspections conducted by the Contractor and corrective actions taken. This should include follow-up inspections to ensure that corrective action was appropriate, complete, and timely. This documentation shall be organized in a logical manner, kept current, and made available to the COR and the Contracting Officer during the term of the contract.

3.1.4. Not later than 30 days prior to contract start date, the contractor shall establish procedures to ensure on call personnel shall report for duty within 60 minutes of notification. The contractor shall furnish the COR an on-call contact listing. This listing shall be updated to ensure personnel are available continuously throughout the contract period.

4.0 QUALITY ASSURANCE

4.1 The Government shall evaluate the contractor's performance under this contract. All surveillance observations shall be recorded by the Government. When an observation indicates defective performance, the COR shall request the contractor's representative initial the observation.

4.2 Government verification inspections of services shall not constitute acceptance, nor replace the contractor inspection or in any way relieve the contractor of any responsibility to take all actions necessary to assure highest quality of service rendered.

4.3 The contractor may be required to meet at least weekly with the COR during the first month of the contract. Meetings shall be as often as necessary thereafter as determined by the COR.

4.4. The contractor shall maintain a current listing of employees. The list shall include employee’s name, social security number, and level of security clearance. The list shall be validated and signed by the Contractor and provided to the COR. Updated listings shall be provided when an employee’s status or information changes.

5.0. OPERATING HOURS

5.1 Operating hours shall meet mission requirements.

5.2. Maintenance normal hours of operation shall be continuously from 0730 to 1600 hours daily, Monday through Friday.

5.3. Recognized Holidays. Except for work categorized as emergency, the contractor is not required to provide all services on the federal holidays.

Federal Holidays: National Holidays observed by the Federal Government are:

New Year’s Day, January 1 Martin Luther King Day, Third Monday in January Presidents’ Day, Third Monday in February Memorial Day, Last Monday in May Juneteenth, June 19th Independence Day, July 4 Labor Day, First Monday in September Columbus Day, Second Monday in October Veterans’ Day, November 11 Thanksgiving Day, Fourth Thursday in November Christmas Day, December 25 NOTE: Any of the above holidays falling on a Saturday or Sunday shall be observed on the date designated by the Federal Government.

5.4 Upon notification by the COR, the contractor shall provide services to support weekend/holiday training schedule.

6.0 SAFETY AND ACCIDENT PREVENTION:

6.1. The contractor shall formulate and submit, within 30 days after the conditional contract award date, a written safety and health plan for acceptance by the Government. The written plan shall include the details of the contractor's safety organization, responsibilities, method of program implementation, and how hazards and deficiencies shall be identified and corrected. It shall detail employee's responsibilities for: protection of Government property and safety of others, employee's responsibilities for reporting all mishaps, and establish procedures for reporting or correcting unsafe conditions, hazards, or practices. The plan shall also contain mishap notification and reporting procedures. The contractor shall have a central POC for safety and health related issues. The POC shall be identified in writing to the COR.

6.2. The contractor shall ensure employees have safety education when engaged in activities involving Government facilities, personnel, or equipment.

6.3 The contractor shall immediately notify COR of all accidents/incidents involving employee use of and/or damage/injury to facilities, equipment, or personnel.

6.4 The contractor shall require their personnel to wear safety shoes/boots IAW OSHA standards.

6.5 The contractor shall provide all required personal protection equipment, e.g. respirators, hearing protection, eye protection, gloves, steel-toed boots, aprons, masks, face shields, reflective vests, etc. IAW OSHA standards.

6.6 The contractor personnel shall provide OSHA 10 or 30-hour certificates and first aid certifications. Contractor shall be required to provide Activity Hazard Analysis (AHA), Accident Prevention Plan (APP) and Safety Data Sheet (SDS) upon request from COR.

7.0. ENVIRONMENTAL REQUIREMENTS

7.1 The contractor shall comply with all federal, state, and local environmental laws, policies, and regulations to include but not limited to Resource Conservation and Recovery Act (RCRA), Safe Water Drinking Act (SWDA), the Clean Air Act (CAA), and Federal Facilities Compliance Act (FFCA).

7.2 The use, handling, storage, and disposal of all toxic, hazardous, special, or radiological wastes/materials shall be IAW all local, state, federal, and environmental regulations, and procedures.

7.3 The contractor shall provide a complete environmental plan to assure compliance with all environmental statutes and regulations. One copy of the plan shall be provided to the COR at the pre-performance conference and as changes occur.

8.0 GOVERNMENT OBSERVATIONS

8.1 The COR shall be responsible for continuous observations of the contractor's performance under this contract. All observations of incomplete or defective performance, or safety and health standards violated shall be recorded. Written notices issued by the CO shall require the contractor to reply, in writing, to the CO within five workdays after receipt, explaining reasons for the existing conditions, the corrective action, and procedures taken to prevent recurrence.

ADD THE FOLLOWING 11 ITEMS TO THE STATEMENT OF WORK (SOW):

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. Flow down 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 2023)

(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; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

C.3 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor…