36C10X22Q0246 (released).pdf

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

36C10X22Q0246 08-18-2022

Lindi Sylvester; lindi.sylvester@va.gov 202-407-5372 09-01-2022

10:00AM EDT

36C10X Strategic Acquisition Center - Frederick Department of Veterans Affairs

5202 Presidents Court, Suite 103 Frederick MD 21703

X 100

X

561990

$12 Million

N/A

X

Austin Information Technology Center

(AITC)

1615 Woodward Street Austin TX 78772

36C10X

Strategic Acquisition Center - Frederick Department of Veterans Affairs

VAFSC

U.S. Department of Veterans Affairs Financial Services Center

PO BOX 149971

(see Section B.3 invoicing/payment) Austin TX 78714-8917

1-(877)-489-6135

See CONTINUATION Page

AITC Document Shredding Services

Questions due: 8-24-2022, 10:00AM ET Quotes due: See Block 8 above

See Section E, including E.3 and E.6 for Quote Submission Instructions and Quote Evaluations.

In addition to POC listed in Block 7, include the following on all correspondence for this solicitation:

Raelynn White; Raelynn.White@va.gov.

See CONTINUATION Page

X X

X 1

Lindi Sylvester Contracting Officer

36C10X22Q0246

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PERFORMANCE WORK STATEMENT

B.3 PRICE/COST SCHEDULE

SECTION C - CONTRACT CLAUSES

C.1 FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

C.2 ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

C.3 VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY

LANGUAGE

C.4 ADDITIONAL VA REQUIREMENTS, CONSOLIDATED

C.5 FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR

2000)

C.6 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

C.7 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

C.8 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND

COMPLIANCE (JUL 2018)

C.9 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020) ... 26

C.10 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.11 FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (MAY 2022) (JUL 2020) (DEVIATION)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 ATTACHMENT A – VA DIRECTIVE 6371

D.2 ATTACHMENT B – SAMPLE CERTIFICATE OF DESTRUCTION

D.3 ATTACHMENT C – SAMPLE FINAL CERTIFICATE OF DESTRUCTION

D.4 ATTACHMENT D – WAGE DETERMINATION 2015-5233

D.5 ATTACHMENT E – PAST PERFORMANCE QUESTIONNAIRE

SECTION E - SOLICITATION PROVISIONS

E.1 FAR 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (NOV 2021)

E.2 ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

E.3 QUOTE SUBMISSION INSTRUCTIONS:

E.4 FAR 52.204-24 REPRESENTATION REGARDING CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT

(NOV 2021)

E.5 FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE

(FEB 1998)

E.6 FAR 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

E.7 FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2022) (JUL 2020)

(DEVIATION)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C10X Strategic Acquisition Center - Frederick

Department of Veterans Affairs

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award

Management, or

52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly, upon completion and approval of services and deliverables by the COR.

4. GOVERNMENT INVOICE INSTRUCCTIONS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

In accordance with FAR 52.212-4 (g) only proper invoices that contain documentation of services performed will be accepted. All invoices must include the Contract/Purchase Order Number or Task/Delivery Order Number. All invoices need to also be submitted using the same line item format in the contract or order.

TUNGSTEN ELECTRONIC INVOICE SUBMISSION

FSC e-INVOICE PROGRAM THRU AUSTIN PORTAL

FSC MANDATORY ELECTRONIC INVOICE SUBMISSION FOR AUSTIN PAYMENTS

***All invoices submitted through OB10 to the VA-FSC should mirror vendor’s current submission of Invoice, with the following items required:

Your firm’s Taxpayer ID Number (TIN) Your firm’s “Remit Address” information Your firm’s contact information: (Personal Name, Email, and Phone) Your VA point of contact information: (Personal Name, Email, and Phone) Period of Performance dates (Beginning and Ending) All discount information if applicable (Percent and Date Terms)

Vendor Electronic Invoice Submission Methods:

Fax, email and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted data transmissions below.

1. VA’s Electronic Invoice Presentment and Payment System – The Financial Services Center (FSC) in Austin, TX 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.

2. A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI Web site is http://www.x12.org.

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 in Austin, TX for payment processing. If you have questions about the payment status of a properly submitted invoice, the e-invoicing program, or Tungsten, please contact the FSC at the phone number or email address listed below.

Tungsten/OB10 system registration please call 877-752-0900, Option #2 Tungsten Support call 877-489-6135 Tungsten e-Invoice email: VA.Registration@tungsten-network.com VA TUNGSTEN Number: AAA544240062 FSC e-Invoice contact information: 1-877-353-9791 FSC e-Invoice email: vafsccshd@va.gov http://www.fsc.va.gov/einvoice.asp

COMMUNICATIONS:

https://www.federalregister.gov/articles/2012/11/27/2012-28612/va-acquisition-regulation-electronic-submission-of-payment-requests http://fcw.com/articles/2012/11/27/va-epayments.aspx?s=fcwdaily

5. CHANGES: Any changes to this contract/purchase order’s requirements (including Performance Work Statement and its associated tasks) shall only be authorized and approved through written correspondence from the Contracting Officer (CO). A copy of each change will be kept in the contract folder along with all other products of the project. Costs incurred by the Contractor through the actions of parties other than the CO shall be borne by the Contractor.

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

AMENDMENT NO DATE

B.2 PERFORMANCE WORK STATEMENT

1.0 DESCRIPTION OF SERVICES

To protect personal identifiable information (PII) of the veteran and sensitive information of the Government. The Department of Veterans Affairs (VA), Austin Information Technology Center (AITC) has need for on-site document shredding services on a weekly basis from a NAID Certified, bonded, and insured contractor (including subcontractors or third parties) and can provide reasonable physical safeguards for the temporary paper records throughout the destruction process or a non-NAID-certified contractor (and its subcontractors or third parties) who can satisfy the standards outlined in the Minimum Standards for Information Destruction listed in VA Directive 6371 Appendix A (see Attachment A).

2.0 APPLICABLE DOCUMENTS

In the performance of the tasks associated with this Performance Work Statement, the Contractor shall comply with the following:

1. 44 U.S.C. § 3541, “Federal Information Security Management Act (FISMA) of 2002”

2. Federal Information Processing Standards (FIPS) Publication 140-2, “Security

Requirements For Cryptographic Modules”

3. FIPS Pub 201-2, “Personal Identity Verification of Federal Employees and

Contractors,” August 2013

4. 10 U.S.C. § 2224, "Defense Information Assurance Program"

5. 5 U.S.C. § 552a, as amended, “The Privacy Act of 1974”

6. 42 U.S.C. § 2000d “Title VI of the Civil Rights Act of 1964”

7. OMB Circular A-130, “Managing Federal Information as a Strategic Resource,” July

28, 2016

8. VA Directive 6371, “Destruction of Temporary Paper Records”

9. VA Handbook 6500, “Risk Management Framework for VA Information Systems –

Tier 3: VA Information Security Program,” March 10, 2015

10. VA Handbook 6500.1, “Electronic Media Sanitization,” November 03, 2008

11. VA Handbook 6500.2, “Management of Breaches Involving Sensitive Personal

Information (SPI)”, October 28, 2015

12. VA Handbook 6500.3, “Assessment, Authorization, And Continuous Monitoring Of

VA Information Systems,” February 3, 2014

13. VA Handbook, 6500.5, “Incorporating Security and Privacy in System Development

Lifecycle”, March 22, 2010

14. VA Handbook 6500.6, “Contract Security,” March 12, 2010

15. VA Handbook 6500.8, “Information System Contingency Planning”, April 6, 2011

16. VA Directive 6300, Records and Information Management, February 26, 2009

17. VA Handbook, 6300.1, Records Management Procedures, March 24, 2010OMB

Memorandum M-06-18, Acquisition of Products and Services for Implementation of HSPD-12, June 30, 2006

18. National Institute of Standards and Technology NIST 800-88 Guidelines for Media Sanitation.

19. OMB Memorandum M-07-16, Safeguarding Against and Responding to the Breach of Personally Identifiable Information, May 22, 2007

20. VA Directive 0058, “VA Green Purchasing Program”, July 19, 2013

21. VA Handbook 0058, “VA Green Purchasing Program”, July 19, 2013

22. Federal Records Act, 44 U.S.C. Chapter 31

23. Freedom of Information Act, 5 U.S.C. §552

24. NSA/CSS 02-01-Z, Evaluated Products List for High Security Crosscut Paper Shredders.

25. NSA/CSS 02-02-M, Evaluated Products List for High Security Disintegrators.

26. 36 CFR 1220.18 Subpart A, General Provisions, General Definitions.

27. 41 CFR Part 101 - 45, Sale, Abandonment, or Destruction of Personal Property.

3.0 PERFORMANCE DETAILS

3.1 PERFORMANCE PERIOD

The period of performance (PoP) shall be a 12-month base period with four 12-month option periods. Any options will be exercised at the discretion of the Government.

Base Period: October 3, 2022 – October 2, 2023 Option Period 1: October 3, 2023 – October 2, 2024 Option Period 2: October 3, 2024 – October 2, 2025 Option Period 3: October 3, 2025 – October 2, 2026 Option Period 4: October 3, 2026 – October 2, 2027

Any work at the Government site shall not take place on Federal holidays or weekends unless directed by the Contracting Officer (CO).

3.2 PLACE OF PERFORMANCE

Tasks under this PWS shall be performed at:

Austin Information Technology Centner (AITC) 1615 Woodward St.

Austin TX 78772

In the event of a disaster at this location an alternate facility may be indentified within 20 miles from the AITC.

4.0 SPECIFIC TASKS AND DELIVERABLES

The Contractor shall provide all labor and equipment required to properly shred VA documents to the standard of unreadable and unreconstructable. This standard includes paper that is pulped, macerated, shredded, or otherwise destroyed to a degree that definitively ensures that they are not readable or reconstructable to any degree. An initial shred shall be performed on site in accordance with NAID size standards. Additional processing may be performed offsite in order to meet the standard. The shred material may contain small amount of non-paper material including carbon paper, staples, and plastic wrappings and ensure that PII and other VA sensitive information is handled and stored in a secure manner until it undergoes final destruction. The Contractor shall provide documentation that the contractor (or subcontractor or third party) who accepts custody of the temporary paper records from a VA facility and transports them to the final destruction location is either:

a. A NAID certified, bonded, and insured contractor (and its subcontractors or third parties) and can provide reasonable physical safeguards for the temporary paper records throughout the destruction process; or

b. A non-NAID-certified contractor (and its subcontractors or third parties) who can satisfy the standards outlined in the Minimum Standards for Information Destruction listed in VA Directive 6371 Appendix A.

If one or more subcontractors (or third parties) handle VA temporary paper records before final destruction, then the contractor shall provide documentation that all parties including have sufficient reasonable safeguards for the temporary paper records, to the same standards required of the primary contractor, throughout the destruction process.

If the final destruction is completed by a subcontractoror third party, then the written certification of destruction shall either be completed by this third party, or by the Contractor with assurance from the third party that final destruction was completed. The contractor shall also be responsible for disposal of all shredded materials with an approximate volume of 100,000 lbs of material per year.

The Contractor shall provide secure containers (bins) to collect and store materials to be shredded. The bins shall have wheels, be capable of holding an average of 220 lbs (95 gallon) and possess locking mechanisms and locks that can be opened with a master key. The contractor shall provide up to 45 bins at the AITC.

All shredding shall take place at the VA facilities listed at paragraph 3.2 and shall be witnessed by a Contracting Officer’s Representative (COR) or a VA employee authorized to witness destruction of sensitive material. The contractor shall sign a “Certificate of Destruction” provided by the Government to document that the material has been de-inked and pulped in accordance with NAID requirements. A sample is provided as Attachment B.

Additionally, the contractor shall provide a “Final Certificate of Destruction” documenting the final processing/recyclying of all truck materials were processed in accordance with required standards. A sample is provided as Attachment C.

The contractor shall provide service weekly at the AITC, unless otherwise identified by the COR.

The Government estimates nine bins will be emptied per week (not to exceed 468 bins emptied per year).

These deliverables may be provided in hard copy to the COR at time of onsite service.

Deliverables:

A. Contractor signed Certificate of Destruction, weekly at time of onsite service B. Final Certificate of Destruction, weekly for previous week’s materials/service

5.0 GENERAL REQUIREMENTS

5.1 SECURITY AND PRIVACY REQUIREMENTS

The C&A requirements to not apply and a Security Accreditation Package is not required. The contractor shall adhere to all security information outlined in Section C.3 VA Information and Information System Security/Privacy Language.

5.2 METHOD AND DISTRIBUTION OF DELIVERABLES

The Contractor shall deliver documentation in electronic format, unless otherwise directed in this solicitation/contract. Acceptable electronic media include: MS Word 2000/2003/2007/2010, MS

Excel 2000/2003/2007/2010, MS PowerPoint 2000/2003/2007/2010, MS Project 2000/2003/2007/2010, MS Access 2000/2003/2007/2010, MS Visio 2000/2002/2003/2007/2010, AutoCAD 2002/2004/2007/2010, and Adobe Postscript Data Format (PDF).

5.3 PERFORMANCE METRICS

The table below defines the Performance Standards and Acceptable Performance Levels for Objectives associated with this effort

Performance Objective Performance Standard Acceptable Levels of

Performance

Quality of Service

1. Provides all technical needs defined in this PWS, including 45 functional bins, weekly service and complete document destruction

Submits complete and accurate deliverables (Certificates of Destruction) to COR after completion of onsite shredding services

100% adherence to performance standard will result in a Satisfactory or higher rating.

One or more incidents of non-adherence will impact performance ratings.

Schedule and Timeliness

1. Adheres to weekly cadence required;

schedule established with

COR.

Notifies COR two business day in advance if pick-up date/time needs to change

100% adherence to performance standard will result in a Satisfactory or higher rating.

One or more incidents of non-adherence will impact performance ratings.

Communication and Responsiveness

1. Communicates regularly with COR for service and invoicing. Communicates with CO for contract administration as needed.

Notifies COR two business days in advance of potential problems.

100% adherence to performance standard will result in a Satisfactory or higher rating.

One or more incidents of non-adherence will impact performance ratings.

The COR will utilize a Quality Assurance Surveillance Plan (QASP) throughout the life of the contract to ensure that the Contractor is performing the services required by this PWS in an acceptable level of performance. Performance that falls below the acceptable performance levels may result in negative past performance ratings or impact the Government’s decision to exercise option periods.

The Government reserves the right to alter or change the surveillance methods in the QASP at its own discretion. A Performance Based Service Assessment will be used by the COR in accordance with the QASP to assess Contractor performance.

5.4 FACILITY/RESOURCE PROVISIONS

The contractors shall be accompanied by the COR or a VA employee authorized to witness destruction of sensitive material at all times onsite services are provided; contractor personnel shall not access VA facility unescorted. The contractor shall adhere to the requirements outlined in Section C.4 Additional VA Requirements, Consolidated.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

12.00 MO ______________ _____________

Document Shredding Services, in accordance with Section B.3 Performance Work Statement.

Includes up to 45 Bins (95 gallons); to be emptied/shredded onsite weekly.

Not-to-exceed 468 bins emptied per year.

Contract Period: Base POP Begin: 10-03-2022 POP End: 10-02-2023

12.00 MO ______________ ______________

with Section B.3 Performance Work Statement.

Includes up to 45 Bins (95 gallons); to be emptied/shredded onsite weekly.

Not-to-exceed 468 bins emptied per year.

Contract Period: Option 1 POP Begin: 10-03-2023 POP End: 10-02-2024 with Section B.3 Performance Work Statement.

Includes up to 45 Bins (95 gallons); to be emptied/shredded onsite weekly.

Not-to-exceed 468 bins emptied per year.

Contract Period: Option 2 POP Begin: 10-03-2024 POP End: 10-02-2025 with Section B.3 Performance Work Statement.

Includes up to 45 Bins (95 gallons); to be emptied/shredded onsite weekly.

Not-to-exceed 468 bins emptied per year.

Contract Period: Option 3 POP Begin: 10-03-2025 POP End: 10-02-2026 with Section B.3 Performance Work Statement.

Includes up to 45 Bins (95 gallons); to be emptied/shredded onsite weekly.

Not-to-exceed 468 bins emptied per year.

Contract Period: Option 4 POP Begin: 10-03-2026 POP End: 10-02-2027

GRAND TOTAL ______________

SECTION C - CONTRACT CLAUSES

C.1 FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

and

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

C.2 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.3 VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY

LANGUAGE

A. GENERAL

Contractors, Contractor personnel, Subcontractors, and Subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

B. VA INFORMATION CUSTODIAL LANGUAGE

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

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

3. The Contractor/Subcontractor shall not make copies of VA information.

4. If VA determines that the Contractor has violated any of the information confidentiality, privacy, and security provisions of the contract, it shall be sufficient grounds for VA to withhold payment to the Contractor or third party or terminate the contract for default or terminate for cause under Federal Acquisition Regulation (FAR) part 12.

5. Except for uses and disclosures of VA information authorized by this contract for performance of the contract, the Contractor/Subcontractor may use and disclose VA information only in two other situations: (i) in response to a qualifying order of a court of competent jurisdiction, or (ii) with VA prior written approval. The Contractor/Subcontractor must refer all requests for, demands for production of, or inquiries about, VA information and information systems to the VA CO for response.

6. Notwithstanding the provision above, the Contractor/Subcontractor shall not release VA records protected by Title 38 U.S.C. 5705, confidentiality of medical quality assurance records and/or Title 38 U.S.C. 7332, confidentiality of certain health records pertaining to drug addiction, sickle cell anemia, alcoholism or alcohol abuse, or infection with human immunodeficiency virus. If the Contractor/Subcontractor is in receipt of a court order or other requests for the above mentioned information, that Contractor/Subcontractor shall immediately refer such court orders or other requests to the VA CO for response.

C. SECURITY INCIDENT INVESTIGATION

1. The term “security incident” means an event that has, or could have, resulted in unauthorized access to, loss or damage to VA assets, or sensitive information, or an action that breaches VA security procedures. The Contractor/Subcontractor shall immediately notify the COR and simultaneously, the designated ISO and Privacy Officer for the contract of any known or suspected security/privacy incidents, or any unauthorized disclosure of sensitive information, including that contained in system(s) to which the Contractor/Subcontractor has access.

2. To the extent known by the Contractor/Subcontractor, the Contractor/Subcontractor’s notice to VA shall identify the information involved, the circumstances surrounding the incident (including to whom, how, when, and where the VA information or assets were placed at risk or compromised), and any other information that the Contractor/Subcontractor considers relevant.

3. With respect to unsecured protected health information, the business associate is deemed to have discovered a data breach when the business associate knew or should have known of a breach of such information. Upon discovery, the business associate must notify the covered entity of the breach. Notifications need to be made in accordance with the executed business associate agreement.

4. In instances of theft or break-in or other criminal activity, the

Contractor/Subcontractor must concurrently report the incident to the appropriate law enforcement entity (or entities) of jurisdiction, including the VA OIG and Security and Law Enforcement. The Contractor, its employees, and its Subcontractors and their employees shall cooperate with VA and any law enforcement authority responsible for the investigation and prosecution of any possible criminal law violation(s) associated with any incident. The Contractor/Subcontractor shall cooperate with VA in any civil litigation to recover VA information, obtain monetary or other compensation from a third party for damages arising from any incident, or obtain injunctive relief against any third party arising from, or related to, the incident.

D. LIQUIDATED DAMAGES FOR DATA BREACH

1. Consistent with the requirements of 38 U.S.C. §5725, a contract may require access to sensitive personal information. If so, the Contractor is liable to VA for liquidated damages in the event of a data breach or privacy incident involving any SPI the Contractor/Subcontractor processes or maintains under this contract.

However, it is the policy of VA to forgo collection of liquidated damages in the event the Contractor provides payment of actual damages in an amount determined to be adequate by the agency.

2. The Contractor/Subcontractor shall provide notice to VA of a “security incident” as set forth in the Security Incident Investigation section above. Upon such notification, VA must secure from a non-Department entity or the VA Office of Inspector General an independent risk analysis of the data breach to determine the level of risk associated with the data breach for the potential misuse of any sensitive personal information involved in the data breach. The term 'data breach' means the loss, theft, or other unauthorized access, or any access other than that incidental to the scope of employment, to data containing sensitive personal information, in electronic or printed form, that results in the potential compromise of the confidentiality or integrity of the data. Contractor shall fully cooperate with the entity performing the risk analysis. Failure to cooperate may be deemed a material breach and grounds for contract termination.

3. Each risk analysis shall address all relevant information concerning the data breach, including the following:

a. Nature of the event (loss, theft, unauthorized access);

b. Description of the event, including:

(1) date of occurrence;

(2) data elements involved, including any PII, such as full name, social security number, date of birth, home address, account number, disability code;

c. Number of individuals affected or potentially affected;

d. Names of individuals or groups affected or potentially affected;

e. Ease of logical data access to the lost, stolen or improperly accessed data in light of the degree of protection for the data, e.g., unencrypted, plain text;

f. Amount of time the data has been out of VA control;

g. The likelihood that the sensitive personal information will or has been compromised (made accessible to and usable by unauthorized persons);

h. Known misuses of data containing sensitive personal information, if any;

i. Assessment of the potential harm to the affected individuals;

j. Data breach analysis as outlined in 6500.2 Handbook, Management of

Breaches Involving Sensitive Personal Information, as appropriate; and

k. Whether credit protection services may assist record subjects in avoiding or mitigating the results of identity theft based on the sensitive personal information that may have been compromised.

4. Based on the determinations of the independent risk analysis, the Contractor shall be responsible for paying to VA liquidated damages in the amount of $37.50 per affected individual to cover the cost of providing credit protection services to affected individuals consisting of the following:

a. Notification;

b. One year of credit monitoring services consisting of automatic daily monitoring of at least 3 relevant credit bureau reports;

c. Data breach analysis;

d. Fraud resolution services, including writing dispute letters, initiating fraud alerts and credit freezes, to assist affected individuals to bring matters to resolution;

e. One year of identity theft insurance with $20,000.00 coverage at $0 deductible; and

f. Necessary legal expenses the subjects may incur to repair falsified or damaged credit records, histories, or financial affairs.

C.4 ADDITIONAL VA REQUIREMENTS, CONSOLIDATED

A. Physical Security & Safety Requirements:

The Contractor and their personnel shall follow all VA policies, standard operating procedures, applicable laws and regulations while on VA property. Violations of VA regulations and policies may result in citation and disciplinary measures for persons violating the law.

1. The Contractor and their personnel shall wear visible identification at all times while they are on the premises.

2. VA does not provide parking spaces at the work site; the Contractor must obtain parking at the work site if needed. It is the responsibility of the Contractor to park in the appropriate designated parking areas. VA will not invalidate or make reimbursement for parking violations of the Contractor under any conditions.

3. Smoking is prohibited inside/outside any building other than the designated smoking areas.

4. Possession of weapons is prohibited.

5. The Contractor shall obtain all necessary licenses and/or permits required to perform the work, with the exception of software licenses that need to be procured from a Contractor or vendor in accordance with the requirements document. The Contractor shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract.

B. Confidentiality and Non-Disclosure

The Contractor shall follow all VA rules and regulations regarding information security to prevent disclosure of sensitive information to unauthorized individuals or organizations.

The Contractor may have access to Protected Health Information (PHI) and Electronic Protected Health Information (EPHI) that is subject to protection under the regulations issued by the Department of Health and Human Services, as mandated by the Health Insurance Portability and Accountability Act of 1996 (HIPAA); 45 CFR Parts 160 and 164, Subparts A and E, the Standards for Privacy of Individually Identifiable Health Information (“Privacy Rule”); and 45 CFR Parts 160 and 164, Subparts A and C, the Security Standard (“Security Rule”).

Pursuant to the Privacy and Security Rules, the Contractor must agree in writing to certain mandatory provisions regarding the use and disclosure of PHI and EPHI.

1. The Contractor will have access to some privileged and confidential materials of VA. These printed and electronic documents are for internal use only, are not to be copied or released without permission, and remain the sole property of VA. Some of these materials are protected by the Privacy Act of 1974 (revised by PL 93-5791) and Title 38. Unauthorized disclosure of Privacy Act or Title 38 covered materials is a criminal offense.

2. The VA CO will be the sole authorized official to release in writing, any data, draft deliverables, final deliverables, or any other written or printed materials pertaining to this contract. The Contractor shall release no information. Any request for information relating to this contract presented to the Contractor shall be submitted to the VA CO for response.

3. Contractor personnel recognize that in the performance of this effort, Contractor personnel may receive or have access to sensitive information, including information provided on a proprietary basis by carriers, equipment manufacturers and other private or public entities.