36C10D24Q0072.docx

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. SIGNAT

URE 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

VA

36C10D24Q0072 03-05-2024

KIMBERLY TOMASI

401-919-2932 03-19-2024 10:00

EST

00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Directorate 1800 G Street NW Washington DC 20006 X X 561990 $16.5 Million N/A X 00101 Department of Veterans Affairs / VBA Seattle VA Regional Office Federal Building 915 Second Avenue Seattle WA 98174-1060 00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Directorate 1800 G Street NW Washington DC 20006

All invoices must be e-mailed to:

http://www.tungsten-network.com/US/en/ veterans-affairs/

See CONTINUATION Page Small Business set-aside solicitation for confidential on-site document destruction services (shedding services) located at the Department of Veterans Affairs/VBA Seattle VA Regional Office and SeaTac out based office in accordance with the Statement of Work (SOW).

Questions Due by Monday, March 11, 2024 @ 10:00 AM, EST.

Email questions to: kimberly.tomasi@va.gov Quotes due by Tuesday, March 19, 2024 @ 10:00 AM, EST.

Email quotes to: kimberly.tomasi@va.gov Wage Determination 2015-5539 - Applies to this solicitation Wage Determination 2015-5535 - Applies to this solicitation See CONTINUATION Page X X

KIMBERLY

TOMASI

VA-VBA-2020-E4F22765

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: TBD

b. GOVERNMENT: Contracting Officer 36C10D Kimberly Tomasi Department of Veterans Affairs Veterans Benefits Administration Acquisition Directorate 1800 G Street NW Washington DC 20006

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.

http://www.tungsten-network.com/US/en/veterans-affairs/

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

B.2 STATEMENT OF WORK (SOW)

Confidential On-Site Document Shredding Service Seattle VA Regional Office And SeaTac Out-Based Office

1. Contract Title Confidential On-Site Document Shredding Service

2. Background - The US Department of Veterans Affairs (VA) Seattle Regional Office is requesting monthly On-Site Document Shredding Service at the Jackson Federal Building office, Seattle, WA and the SeaTac Administrative Office in Seatac, WA.

3. Type of contract – Firm Fixed Price

4. Period of Performance – Base year consisting of 12 months, with the option of four twelve-month periods.

5. Scope

A. Summary: US Department of Veterans Affairs (VA) Seattle Regional Office requires services to shred and dispose of all sensitive paper materials and media destruction. The contractor is responsible for providing all personnel, equipment, tools, materials, vehicles and other items and services necessary to perform shredding services at the Seattle Regional Office to include the Seatac Administrative Office in Seatac, WA. Confidential materials shall be handled according to applicable local, state, and federal regulations. The contractor shall be a full-service shredding contractor who can demonstrate expertise and qualifications in confidential document destruction management.

1. The contractor shall provide all labor and equipment required to properly shred materials and shall also be responsible for disposing of all shredded materials in the estimated volume of 11 bins per month. Labor includes moving all bins filled with shred materials from the secured office to the mobile shred vehicle then back to the secured office. The Seattle Regional Office currently owns bins with wheels that are capable of holding an average of 220 lbs. (64-gallon bins). The bins include locking mechanisms and locks that are maintained by the Seattle Regional Office Records Management Officer. All shredding shall take place at Government facilities or grounds and shall be witnessed by a VA employee authorized to witness destruction of sensitive VA material. The contractor shall shred materials in accordance with the regulations referenced in Section F at the facilities listed in Section G and in accordance with the schedule provided in Section G. All additional service requests shall be accomplished within 48 hours after the contractor is notified by the Seattle Regional Office.

2. Media Destruction includes floppies, tapes, DVD’s, CD’s, VHS, VIC cards, Printer ribbons, memory cards, super disks, 35mm film and x-rays.

B. Location of Services

1. The Jackson Federal Building office will have an estimate quantity of nine (9) – 64-gallon bins and the Seatac Office will have an estimate quantity of two (2) -64-gallon bins per month of paper and media to be shredded.

C. Coordination

1. Services shall be provided to the Jackson Federal Building office the second Tuesday of the month between the hours of 8:00 a.m. and 3:30 p.m. and at the Seatac Administrative Office on the second Wednesday of the month between the hours of 8:00 am and 3:30 pm. If the regularly scheduled shredding day falls on a national holiday, the contractor can perform the service either the day prior to or the day after the holiday and shall inform the Seattle Regional Office point-of-contact of the revised shredding day.

2. The contractor shall coordinate all appointments with the Seattle Regional Office. The contractor shall understand and agree that the contractor shall be under the direction of specific personnel of the requesting governmental entity regarding the completion of document destruction services. At the discretion of the requesting governmental entity, driver assistance with destruction will be required.

3. The contractor must accept and track all requests for document destruction services for all scheduled appointments.

D. Performance Outcomes – Objectives

1. The contractor is required to wet pulp, macerate, chop, shred, or otherwise definitively destroy the information contained in the records so that it is not readable or re-constructable. The destruction of the information must be witnessed by a VA employee. The VA representative will certify the complete destruction of the records. A “Certificate of Destruction” shall be completed by the contractor and provided to the witnessing Government representative at the conclusion of each shredding service visit.

2. At the end of each calendar month, the contractor shall provide the Seattle VA with an invoice detailing the number of bins that were collected, price per bin, date(s) the shredding services was performed, and total value. The contractor shall provide an invoice for the facility serviced.

E. INVOICING/BILLING REQUIREMENTS

1. The Contractor may not bill for services provided pursuant to this contract from unauthorized purchasers. Each invoice shall be submitted for payment no later than ninety days from date of service provided. All billing documents shall be maintained in an accurate, legible, and complete manner. Each invoice shall be in accordance with the stipulations outlined in the Payment Requirements section of this document and will: For all appointments being billed on an invoice, all reimbursable services and expenditures for the invoiced appointments must be submitted with the required documentation at the same time.

2. PAYMENT TIME FRAME (NET THIRTY DAYS)

VA or an authorized requester will make payment for authorized services provided under this contract within thirty days of receipt of a complete and accurate invoice. The contractor shall attach all appropriate billing backup documentation to the invoice.

3. ADJUSTMENTS

Incomplete and/or inaccurate invoices will be returned to the contractor for correction. The payment within thirty days requirement will not be in affect until VA or the authorized requester receives a corrected invoice. All adjustments to billed document destruction service amounts must be completed within ninety calendar days of the original date of billing by the contractor; or as extended by the requester.

4. PAYMENT DISPUTE RESOLUTION

Disputes related to payments made by VA or an authorized requester for services provided under this contract shall be resolved at the local level (i.e. between the authorized requester and the contractor). Action pursuant to this clause by either party shall not be construed as a waiver of any legal avenue of recourse available through this contract.

5. OVERPAYMENT

Issues related to VA or requester overpayment to the contractor shall be in accordance with the Terms &Conditions of the VA Purchased Services contract.

F. CONSTRAINTS

1. Contractor shall be capable of shredding approximately 11 bins/month of material at the Place of Performance in Seattle, WA and the Place of Performance in SeaTac, WA. (Note that the estimate is a sum of the estimated volume for both sites: 9 bins/month in Seattle and 2 bins/month in SeaTac. Estimates to not represent minimums and the actual volume is not guaranteed)

2. Contractor owned and operated equipment shall be capable of cross cutting shred articles to the minimal specifications of 1 mm x 5mm.

3. The task of document destruction shall be conducted from start to finish on-site at the Seattle Regional Office location(s) and witnessed by a Government employee.

4. Subject to criminal prosecution, contractor personnel shall comply with all manner of confidentiality when engaging in the destruction of any and all Seattle Regional Office records.

5. Contractor employees shall be preauthorized to witness destruction of the record, i.e., not have criminal convictions.

6. Any contractor personnel found to be reading any of the Seattle Regional Office materials shall be promptly removed from the premises where the job is being performed and the person/s involved shall not be allowed to return for any future service requests.

7. Contractor shall allow for on-site vehicle inspection of shredded items for compliance of VA Policy. A Federal employee must witness the destruction of documents and media.

8. Contractor shall allow for the inspection of the contractor warehouse at least annually if requested.

9. Contractor is responsible for safeguarding documents until final destruction and shall provide safeguard addendums to the service contract as required by Directive 6371.

10. All Contractor vehicles utilized in the performance of this contract shall maintain insurance (mandatory minimum coverage required by the respective state) and shall maintain current state inspection and vehicle registration.

The Contractor, or Contractor employees, while performing under this contract, shall not use personal vehicles to transport containers to and from the Government and Contractor’s site.

11. The contractor shall adhere to the Seattle Regional Office policies applicable to all record destruction as outlined in VA Handbook 6300, Records and Information Management, VA Directive 6371, Destruction of Temporary Paper Records, and VA Handbook 6500.6, Contract Security. These guidelines are designed to protect sensitive and private information from being disclosed to unauthorized parties and adhere to the Privacy Act and the HIPPA Privacy Rules and regulations. Examples of sensitive information include individually identifiable medical, benefits, and personnel information; financial, budgetary, research, quality assurance, confidential commercial, critical infrastructure, investigatory, and law enforcement information.

12. The contractor shall provide a contingency plan for instances where equipment malfunction occurs during the shredding process.

G. PLACE OF PERFORMANCE / HOURS OF OPERATION

1. The Seattle Regional Office is a Federal Building that requires proper identification for all personnel entering the grounds/facilities. Services shall be performed at the following locations:

· Seattle VA Regional Office 915 Second Ave Seattle, WA 98174 (Tuesday on-site destruction - On the 2nd Tuesday of each month)

· SeaTac Out-based Office 17930 International Blvd SeaTac, WA 98188 (Wednesday on-site destruction -On the 2nd Wednesday of each month)

6. Federal Holidays

Unless directed by the Contracting Officer (CO), work at the site(s) shall not take place on Federal holidays or weekends.

https://www.opm.gov/policy‐data‐oversight/pay‐leave/federal‐holidays/#url=2023

7. References

2. VA Handbook 6300, Records and Information Management

3. VA Handbook 6500.6

4. VA Handbook 6500 Appendix G

5. Media and Data Protection VA Directive 6371

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

On-Site Document Destruction Service - Seattle VARO - Jackson Federal Building.

In accordance with the Statement of Work (SOW) - Shred estimated quantity of 9 (64-gallon bins) Once per month = estimated quantity of 108 Bins (9X12=108 Bins) (paper and media)

PERIOD OF PEFFORMANCE: DATE OF AWARD THROUGH ONE YEAR

Contract Period: Base POP Begin:

POP End:

PRINCIPAL NAICS CODE: 561990 - All Other Support Services PRODUCT/SERVICE CODE: R614 - Support - Administrative: Paper Shredding

On-Site Document Destruction Service for VBA Seatac Office Building.

In accordance with the Statement of Work (SOW) - Shred estimated quantity of 2 (64-gallon bins) Once per month = estimated quantity of 24 Bins (2X12=24 Bins) (paper and media)

PERIOD OF PEFFORMANCE: DATE OF AWARD THROUGH ONE YEAR

Contract Period: Base POP Begin:

POP End:

On-Site Document Destruction Service - Seattle VARO - Jackson Federal Building.

In accordance with the Statement of Work (SOW) - Shred estimated quantity of 9 (64-gallon bins) Once per month = estimated quantity of 108 Bins (9X12=108 Bins) (paper and media) Contract Period: Option 1 POP Begin:

POP End:

On-Site Document Destruction Service for VBA Seatac Office Building.

In accordance with the Statement of Work (SOW) - Shred estimated quantity of 2 (64-gallon bins) Once per month = estimated quantity of 24 Bins (2X12=24 Bins) (paper and media) Contract Period: Option 1 POP Begin:

POP End:

On-Site Document Destruction Service - Seattle VARO - Jackson Federal Building.

In accordance with the Statement of Work (SOW) - Shred estimated quantity of 9 (64-gallon bins) Once per month = estimated quantity of 108 Bins (9X12=108 Bins) (paper and media) Contract Period: Option 2 POP Begin:

POP End:

On-Site Document Destruction Service for VBA Seatac Office Building.

In accordance with the Statement of Work (SOW) - Shred estimated quantity of 2 (64-gallon bins) Once per month = estimated quantity of 24 Bins (2X12=24 Bins) (paper and media) Contract Period: Option 2 POP Begin:

POP End:

On-Site Document Destruction Service - Seattle VARO - Jackson Federal Building.

In accordance with the Statement of Work (SOW) - Shred estimated quantity of 9 (64-gallon bins) Once per month = estimated quantity of 108 Bins (9X12=108 Bins) (paper and media) Contract Period: Option 3 POP Begin:

POP End:

On-Site Document Destruction Service for VBA Seatac Office Building.

In accordance with the Statement of Work (SOW) - Shred estimated quantity of 2 (64-gallon bins) Once per month = estimated quantity of 24 Bins (2X12=24 Bins) (paper and media) Contract Period: Option 3 POP Begin:

POP End:

On-Site Document Destruction Service - Seattle VARO - Jackson Federal Building.

In accordance with the Statement of Work (SOW) - Shred estimated quantity of 9 (64-gallon bins) Once per month = estimated quantity of 108 Bins (9X12=108 Bins) (paper and media) Contract Period: Option 4 POP Begin:

POP End:

On-Site Document Destruction Service for VBA Seatac Office Building.

In accordance with the Statement of Work (SOW) - Shred estimated quantity of 2 (64-gallon bins) Once per month = estimated quantity of 24 Bins (2X12=24 Bins) (paper and media) Contract Period: Option 4 POP Begin:

POP End:

B.4 DELIVERY SCHEDULE

VA Regional Office / Federal Building 915 Second Avenue Seattle, WA 98174 1060

USA

108.00

206-965-3792 john.fitzpatric1@va.gov

SEATAC Out-based Office 17930 International Blvd SeaTac, WA 98188 1060

24.00

john.fitzpatrick1@va.gov

VA Regional Office / Federal Building 915 Second Avenue Seattle, WA 98174 1060

108.00

SEATAC Out-based Office 17930 International Blvd SeaTac, WA 98188 1060

24.00

VA Regional Office / Federal Building 915 Second Avenue Seattle, WA 98174 1060

108.00

SEATAC Out-based Office 17930 International Blvd SeaTac, WA 98188 1060

24.00

VA Regional Office / Federal Building 915 Second Avenue Seattle, WA 98174 1060

108.00

SEATAC Out-based Office 17930 International Blvd SeaTac, WA 98188 1060

24.00

VA Regional Office / Federal Building 915 Second Avenue Seattle, WA 98174 1060

108.00

SEATAC Out-based Office 17930 International Blvd SeaTac, WA 98188 1060

24.00

36C10D24Q0072

Page 1 of Page 1 of

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 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause) C.4 VAAR 852.211-76 LIQUIDATED DAMAGES – REIMBURSEMENT FOR DATA BREACH COSTS (FEB 2023) ALTERNATE I (FEB 2023)

(a) Definition. As used in this clause, ‘‘contract’’ means any contract, agreement, order or other instrument and encompasses the definition set forth in FAR 2.101.

(b) Non-disclosure requirements. As a condition of performance under a contract, order, agreement, or other instrument that requires access to sensitive personal information as defined in VAAR 802.101, the following is expressly required—

(1) The Contractor, subcontractor, their employees or business associates shall not, directly or through an affiliate or employee of the Contractor, subcontractor, or business associate, disclose sensitive personal information to any other person unless the disclosure is lawful and is expressly permitted under the contract; and

(2) The Contractor, subcontractor, their employees or business associates shall immediately notify the Contracting Officer and the Contracting Officer’s Representative (COR) of any security incident that occurs involving sensitive personal information.

(c) Liquidated damages. If the Contractor or any of its agents fails to protect VA sensitive personal information or otherwise engages in conduct which results in a data breach, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of [$37.50] per affected individual in order to cover costs related to the notification, data breach analysis and credit monitoring. In the event the Contractor provides payment of actual damages in an amount determined to be adequate by the Contracting Officer, the Contracting Officer may forgo collection of liquidated damages.

(d) Purpose of liquidated damages. Based on the results from VA’s determination that there was a data breach caused by Contractor’s or any of its agents’ failure to protect or otherwise engaging in conduct to cause a data breach of VA sensitive personal information, and as directed by the Contracting Officer, the Contractor shall be responsible for paying to the VA liquidated damages in the amount of [$37.50] per affected individual to cover the cost of the following:

(1) Notification related costs.

(2) Credit monitoring reports.

(3) Data breach analysis and impact.

(4) Fraud alerts.

(5) Identity theft insurance.

(e) Relationship to termination clause, if applicable. If the Government terminates this contract in whole or in part under the Termination for cause paragraph, FAR 52.212–4(m), Contract Terms and Conditions—Commercial Products and Commercial Services, the Contractor is liable for damages accruing until the Government reasonably obtains delivery or performance of similar supplies or services. These damages are in addition to costs of repurchase as may be required under the Termination clause.

(End of Clause) C.5 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (OCT 2019)

(a) In an effort to achieve socioeconomic small business goals, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business status and their proposed use of eligible service-disabled veteran-owned small businesses (SDVOSBs) and veteran-owned small businesses (VOSBs) as subcontractors.

(b) Eligible service-disabled veteran-owned small businesses offerors will receive full credit, and offerors qualifying as veteran-owned small businesses will receive partial credit for the Service-Disabled Veteran-Owned and Veteran-Owned Small Business Status evaluation factor. To receive credit, an offeror must be registered and verified in the Vendor Information Pages (VIP) database.

(c) Non-Veteran offerors proposing to use SDVOSBs or VOSBs as subcontractors will receive some consideration under this evaluation factor. Offerors must state in their proposals the names of the SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts. In addition, the proposed subcontractors must be registered and verified in the VIP database.

(d) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.6 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.7 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.8 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause) C.9 VAAR 852.204-70 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (MAY 2020)

(a) The Contractor shall comply with current Department of Veterans Affairs policy for personal identity verification of all employees performing under this contract when frequent and continuing access to VA facilities or information systems is required.

(b) The Contractor shall insert this clause in all subcontracts when the subcontractor’s employees will require frequent and continuing access to VA facilities or information systems.

(End of Clause)

C.10 VAAR 852.204-71 INFORMATION AND INFORMATION SYSTEMS SECURITY (FEB 2023)

(a) Definitions. As used in this clause—Business Associate means an entity, including an individual (other than a member of the workforce of a covered entity), company, organization or another covered entity, as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy Rule, that performs or assists in the performance of a function or activity on behalf of the Veterans Health Administration (VHA) that involves the creating, receiving, maintaining, transmitting of, or having access to, protected health information (PHI). The term also includes a subcontractor of a business associate that creates, receives, maintains, or transmits PHI on behalf of the business associate.

Business Associate Agreement (BAA) means the agreement, as…