36C25025Q0866.docx

36C25025Q0866

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

515-26-1-465-0001

36C25025Q0866 09-17-2025 Bryant, Jessica

(734) 845-5295 09-23-2025

10:00AM

EDT

36C250 Department of Veterans Affairs Network Contracting Office 10 24 Frank Lloyd Wright Drive Lobby M, Suite 2200 Ann Arbor MI 48105

X

561613 $43 Million

N/A

36C515 Department of Veterans Affairs Battle Creek VA Medical Center ATTN: Fiscal Service 5500 Armstrong Rd Battle Creek MI 49037 Y Department of Veterans Affairs Network Contracting Office 10 24 Frank Lloyd Wright Drive Lobby M, Suite 2200 Ann Arbor MI 48105

See website at:

https://www.fsc.va.gov/einvoice.asp for instructions & for invoicing website at:

https://www.tungsten-network.com/ customer-campaigns/veteransaffairs

See CONTINUATION Page The Battle Creek VA Medical Center, Agent Cashier and Canteen Service, Request for Quote (RFQ) to provide Armored Car Courier Services in accordance with the Performance

Work Statement (PWS) herein.

This solicitation is open market, 100% Total Small Business set-aside. Responses will be evaluated via comparative analysis utilizing FAR Parts 12 and 13. The resulting award will be a Firm Fixed Priced contract.

Questions shall be emailed to Jessica.Bryant5@va.gov and are due by 10:00AM EDT on 09/19/2025.

Responses shall be submitted no later than 10:00AM EDT, 09/23/2025 via email to Jessica.Bryant5@va.gov.

See CONTINUATION Page 515-3660152-465-842100-2580-010042100

One(1)

Tate-Montgomery, Janel Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

Contractor Name

Contractor Address

Contractor Main Phone

Contractor Primary POC

Contractor Primary POC Title

Contractor Primary POC Phone

Contractor Primary POC Email

SAM ID Number

Business Size

b. GOVERNMENT:

Veterans’ Health Administration Network Contracting Office (NCO) 10 24 Frank Lloyd Wright Drive, Lobby M, Suite 2200 Ann Arbor, MI 48105

Department of Veterans Affairs Veterans’ Health Administration Network Contracting Office (NCO) 10 24 Frank Lloyd Wright Drive, Lobby M, Suite 2200 Ann Arbor, MI 48105

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with FAR 52.232-33, Payment by Electronic Funds Transfer—System For Award Management.

3. INVOICES: Invoices shall be submitted monthly 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.

Tungsten Network: https://www.tungsten-network.com/customer-campaigns/veteransaffairs.

5. SUBMISSION OF QUOTE: Offerors shall submit all requirements in Section E.5 Evaluation – Instructions To Offerors. All Offerors shall ensure www.SAM.gov registration is active, current and accurate and includes NAICS 561613. All required information shall be submitted with the quotation or Offeror will not be eligible for award. Late submissions shall not be considered.

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Armored Car Services - Agent Cashier Contract Period: Base POP Begin: 10-02-2025 POP End: 10-01-2026 PRINCIPAL NAICS CODE: 561613 - Armored Car Services PRODUCT/SERVICE CODE: V127 - Transportation/Travel/Relocation - Transportation: Security Vehicle

Armored Car Services - Canteen Service

POP Begin: 10-02-2025 POP End: 10-01-2026

Change Orders - Agent Cashier & Canteen Service

POP Begin: 10-02-2025 POP End: 10-01-2026

Armored Car Services - Agent Cashier Contract Period: Option 1 POP Begin: 10-02-2026 POP End: 10-01-2027

Armored Car Services - Canteen Service

POP Begin: 10-02-2026 POP End: 10-01-2027

Change Orders - Agent Cashier & Canteen Service

POP Begin: 10-02-2026 POP End: 10-01-2027

Armored Car Services - Agent Cashier Contract Period: Option 2 POP Begin: 10-02-2027 POP End: 10-01-2028

Armored Car Services - Canteen Service

POP Begin: 10-02-2027 POP End: 10-01-2028

Change Orders - Agent Cashier & Canteen Service

POP Begin: 10-02-2027 POP End: 10-01-2028

Armored Car Services - Agent Cashier Contract Period: Option 3 POP Begin: 10-02-2028 POP End: 10-01-2029

Armored Car Services - Canteen Service

POP Begin: 10-02-2028 POP End: 10-01-2029

Change Orders - Agent Cashier & Canteen Service

POP Begin: 10-02-2028 POP End: 10-01-2029

Armored Car Services - Agent Cashier Contract Period: Option 4 POP Begin: 10-02-2029 POP End: 10-01-2030

Armored Car Services - Canteen Service

POP Begin: 10-02-2029 POP End: 10-01-2030

Change Orders - Agent Cashier & Canteen Service

POP Begin: 10-02-2029 POP End: 10-01-2030

B.3 PERFORMANCE WORK STATEMENT

Part I: General Information

Introduction The Battle Creek VA Medical Center (VAMC) requires a contractor to provide armored car courier services for the Agent Cashier Office and Canteen Service for a base plus four, one-year options to be exercised at the Governments discretion.

Background The Battle Creek VA Medical Center provides both inpatient and outpatient services to Veterans. The Agent Cashier Office and Canteen Service provide cash exchanges to Veterans and visitors of the facility. These funds must be properly deposited into the appropriate facility bank account for accounting purposes.

Scope Contractor shall provide armed guards to pick up and drop off bank deposits twice weekly, Tuesday and Thursday from the Battle Creek VAMC, Agent Cashier Office and the Canteen Service and delivered to the appropriate bank facility.

Contractor shall provide all necessary labor, supplies, equipment, transportation, and insurance to provide armored car courier services to the Battle Creek VAMC Agent Cashier Office and Canteen Service in accordance with this Performance Work Statement (PWS).

Part II: Work Requirements A. Technical Requirements

1. Contractor shall provide licensed armed guards with a clean firearm and driving record. All firearms shall be holstered or secured while inside the Battle Creek VAMC and Canteen Service.

2. Contractor shall provide the Government with a list of names of authorized armed guards to include their identification, and a copy of license with endorsement to validate ability to legally carry a firearm on Government property while on duty. Contractor shall provide written notice when authority is revoked. The list shall contain:

i. Complete printed name

ii. Agent’s handwritten signature

iii. Identification badge with ID Number

3. Contractor shall enter the facility using the closest entry point to the area designed for pickup and delivery to avoid undue exposure to patents, employees, and visitors. This applies to each designated pickup and delivery point even if moving the armored car from one area of the same building to another area is required.

4. Contractor shall pick up and deliver bank deposits from the Battle Creek VAMC, Agent Cashier Office and Canteen Service twice weekly, Tuesday and Thursday, and deliver to the appropriate institution on the same business day, as follows:

a. Agent Cashier:

Pick up from – Building 2, room 0051A, Battle Creek, MI 49018 Deliver to – Fifth Third Bank, 3500 W Centre Ave, Portage, MI 49024

b. Canteen Service:

Pick up from – Building 5, room 100H, Battle Creek, MI 49018 Deliver to – Chase Bank, 2109 W Centre Ave, Portage, MI 49024

5. Contractor shall pick up and deliver change orders from Fifth Third Bank to Battle Creek VAMC Agent Cashier Service once monthly, Tuesday, as follows:

a. Agent Cashier:

Pick up from - Fifth Third Bank, 3500 W Centre Ave, Portage, MI 49024 Deliver to - Building 2, room 0051A, Battle Creek, MI 49018

6. Contractor shall pick up and deliver change orders from Chase Bank to Canteen Service once weekly, Tuesday, as follows:

b. Canteen Service:

Pick up from – Chase Bank, 2109 W Centre Ave, Portage, MI 49024 Deliver to – Building 5, room 100H, Battle Creek, MI 49018

7. Contractor shall use a receipt by the consignee(s) for all services (pickups and deliveries) via contractor provided logbooks as conclusive evidence that shipment was received securely sealed and that the package(s) were free from any cuts, holes, or other defects which could permit a loss of contents.

8. Contractor shall return receipts for the deposit to the Agent Cashier Office and Canteen Service no later than the next scheduled trip. Receipts for change orders shall be returned the same day.

9. Contractor shall ensure that if storage of deposits are required to be secured in the company vault overnight or weekend, deposits shall be made the next morning of the workday following pickup. Receipt shall be obtained from the bank and delivered to the appropriate Government office.

10. Contractor shall accommodate any necessary unscheduled trips.

11. Contractor shall maintain responsibility for safekeeping all shipments entrusted to their care from the time of pick up and delivery. All deposits shall be transported securely in a locked bag. All bagged monies shall be handled with extreme care to prevent rolled coins from breaking open.

12. Contractor shall be liable for the loss of shipments delivered into its possession if they should fail to deliver shipments to the consignee(s) in the same condition as when picked up and receipted for by the contractor.

13. Contractor shall be liable for the loss of shipments in their possession if the delivery fails to be signed for by the authorized consignee.

14. Contractor’s liability for services shall begin when deposits have been received into the contractor’s possession and shall end when same have been delivered to the consignee. However, in a case where any deposits are delivered to the contractor not distinctly and securely sealed, the contractor shall not be liable for any shortage claimed in such deposit. This process and policy are the same for change orders.

15. Contractor shall provide liability insurance with a maximum liability of $500,000.00 per trip and armored vehicle insurance for the same amount. Contractor shall provide evidence of coverage each time the policy is renewed.

Average Daily Liability:

i. Battle Creek VAMC: Average daily liability for the Agent Cashier funds will be $500.00 with peak liability of $2,000.00.

ii. Canteen Service: Average daily liability for the Canteen funds will be $500.00 with a peak liability of $5,000.00.

16. Contractor prior to commencing work shall provide the Contracting Officer (CO) with certification from contractor’s insurance company indicating proof of proper coverage by bond on all risk insurance against theft and/or loss of goods, materials, cash, checks or other securities totaling up to $500,000.00 entrusted in the contractors’ care by the Battle Creek VAMC, Wyoming VA Clinic and Canteen Service.

B. Contractor Responsibilities

1. Contractor shall procure and maintain workmen’s compensation and employer’s public liability insurance in accordance with the laws of the State of Michigan while this contract is in effect. This coverage shall not be cancelled or changed unless a 30-day written advance notice is provided to the Contracting Officer.

2. Contractor shall ensure armed guards have completed and maintain up to date all necessary training with their duty weapon and have obtain all endorsements and background checks needed to provide services. Contractor shall ensure this information is readily available to the VA, upon request.

3. Contractor personnel shall comply with VA rules, regulations, and procedures governing the conduct of personnel and the operation of the facility while on VA premises.

4. Contractor personnel shall wear a company uniform with clearly visible identification badges which displays the company name, employee name and picture of the employee.

5. Contractor shall park in the appropriate designated parking areas. Parking shall be coordinated with the COR for each facility prior to commencement of work.

6. Contractor shall be responsible for any and all parking violations of the contractor’s personnel. VA does not validate or make reimbursement for parking violations.

7. Contract shall adhere to no smoking while at each site. All VA properties and areas are smoke-free.

C. Government Responsibilities

1. Only the Agent Cashier or COR shall sign for cash deliveries and pickups for the Battle Creek VAMC.

2. Only the Canteen Chief or Assistant Chief (or designated personnel in the Canteen) shall sign for cash deliveries and pickups for the Canteen Service.

3. Government and Canteen agree that it will prepare all deliveries in a distinctively sealed and/or locked package or in a container properly labeled with the name of the designated consignee.

4. Government and Canteen shall ensure that the deposits are ready at the established pick up time and shall not require the Contractor to wait longer than 10 minutes.

Part III: Supporting Information

A. Performance Monitoring

The Contracting Officer’s Representative (COR) will monitor contractor performance as follows:

1. Verifying pick up and delivery times

2. Verifying receipts to cash amounts pick up and/or delivered

3. Adherence to notifications requirements and condition of cash received

B. Place of Performance

Battle Creek VAMC, 5500 Armstrong Road, Battle Creek, MI 49018

· Agent Cashier - Bldg 2 Room 0051A; and

· Canteen Service - Bldg 5 Room 100H

C. Period of Performance Period of performance is from October 2, 2025 through October 1, 2026, with four, one-year options to extend services at the discretion of the Government.

D. Hours of Work

Hours of work will be Tuesday and Thursday, between the hours of 9:00AM and 1:00PM excluding federal holidays, or as otherwise arranged with the Contracting Officer Representative.

In the event of a delay or problem with the bank, the carrier shall notify the Agent Cashier, Canteen Service, and COR of the delay prior to departing the bank.

In the event the day designated for the performance of services shall be a federal, bank, legal or other holiday, or in the event of some other irregularity, performance shall be made on the next workday, unless stated otherwise.

36C25025Q0866 Federal Holidays can be found at the following link: Federal Holidays (opm.gov) 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 IT CONTRACT SECURITY

VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY

1. GENERAL

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

2. ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

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

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

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

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

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

3. VA INFORMATION CUSTODIAL LANGUAGE

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

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

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

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

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

f. 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.

g. If a VHA contract is terminated for cause, the associated BAA must also be terminated and appropriate actions taken in accordance with VHA Handbook 1600.01, Business Associate Agreements. Absent an agreement to use or disclose protected health information, there is no business associate relationship.

h. The contractor/subcontractor must store, transport, or transmit VA sensitive information in an encrypted form, using VA-approved encryption tools that are, at a minimum, FIPS 140-2 validated.

i. The contractor/subcontractor's firewall and Web services security controls, if applicable, shall meet or exceed VA's minimum requirements. VA Configuration Guidelines are available upon request.

j. 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's 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 contracting officer for response.

k. 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 contracting officer for response.

l. For service that involves the storage, generating, transmitting, or exchanging of VA sensitive information but does not require C&A or an MOU-ISA for system interconnection, the contractor/subcontractor must complete a Contractor Security Control Assessment (CSCA) on a yearly basis and provide it to the COR.

4. INFORMATION SYSTEM DESIGN AND DEVELOPMENT

a. Information systems that are designed or developed for or on behalf of VA at non-VA facilities shall comply with all VA directives developed in accordance with FISMA, HIPAA, NIST, and related VA security and privacy control requirements for Federal information systems. This includes standards for the protection of electronic PHI, outlined in 45 C.F.R. Part 164, Subpart C, information and system security categorization level designations in accordance with FIPS 199 and FIPS 200 with implementation of all baseline security controls commensurate with the FIPS 199 system security categorization (reference Appendix D of VA Handbook 6500, VA Information Security Program). During the development cycle a Privacy Impact Assessment (PIA) must be completed, provided to the COR, and approved by the VA Privacy Service in accordance with Directive 6507, VA Privacy Impact Assessment.

b. The contractor/subcontractor shall certify to the COR that applications are fully functional and operate correctly as intended on systems using the VA Federal Desktop Core Configuration (FDCC), and the common security configuration guidelines provided by NIST or the VA. This includes Internet Explorer 7 configured to operate on Windows XP and Vista (in Protected Mode on Vista) and future versions, as required.

c. The standard installation, operation, maintenance, updating, and patching of software shall not alter the configuration settings from the VA approved and FDCC configuration. Information technology staff must also use the Windows Installer Service for installation to the default "program files" directory and silently install and uninstall.

d. Applications designed for normal end users shall run in the standard user context without elevated system administration privileges.

e. The security controls must be designed, developed, approved by VA, and implemented in accordance with the provisions of VA security system development life cycle as outlined in NIST Special Publication 800-37, Guide for Applying the Risk Management Framework to Federal Information Systems, VA Handbook 6500, Information Security Program and VA Handbook 6500.5, Incorporating Security and Privacy in System Development Lifecycle.

f. The contractor/subcontractor is required to design, develop, or operate a System of Records Notice (SOR) on individuals to accomplish an agency function subject to the Privacy Act of 1974, (as amended), Public Law 93-579, December 31, 1974 (5 U.S.C. 552a) and applicable agency regulations. Violation of the Privacy Act may involve the imposition of criminal and civil penalties.

g. The contractor/subcontractor agrees to:

(1) Comply with the Privacy Act of 1974 (the Act) and the agency rules and regulations issued under the Act in the design, development, or operation of any system of records on individuals to accomplish an agency function when the contract specifically identifies:

(a) The Systems of Records (SOR); and

(b) The design, development, or operation work that the contractor/ subcontractor is to perform;

(1) Include the Privacy Act notification contained in this contract in every solicitation and resulting subcontract and in every subcontract awarded without a solicitation, when the work statement in the proposed subcontract requires the redesign, development, or operation of a SOR on individuals that is subject to the Privacy Act; and

(2) Include this Privacy Act clause, including this subparagraph (3), in all subcontracts awarded under this contract which requires the design, development, or operation of such a SOR.

h. In the event of violations of the Act, a civil action may be brought against the agency involved when the violation concerns the design, development, or operation of a SOR on individuals to accomplish an agency function, and criminal penalties may be imposed upon the officers or employees of the agency when the violation concerns the operation of a SOR on individuals to accomplish an agency function. For purposes of the Act, when the contract is for the operation of a SOR on individuals to accomplish an agency function, the contractor/subcontractor is considered to be an employee of the agency.

(1) "Operation of a System of Records" means performance of any of the activities associated with maintaining the SOR, including the collection, use, maintenance, and dissemination of records.

(2) "Record" means any item, collection, or grouping of information about an individual that is maintained by an agency, including, but not limited to, education, financial transactions, medical history, and criminal or employment history and contains the person's name, or identifying number, symbol, or any other identifying particular assigned to the individual, such as a fingerprint or voiceprint, or a photograph.

(3) "System of Records" means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual.

i. The vendor shall ensure the security of all procured or developed systems and technologies, including their subcomponents (hereinafter referred to as "Systems"), throughout the life of this contract and any extension, warranty, or maintenance periods. This includes, but is not limited to workarounds, patches, hotfixes, upgrades, and any physical components (hereafter referred to as Security Fixes) which may be necessary to fix all security vulnerabilities published or known to the vendor anywhere in the Systems, including Operating Systems and firmware. The vendor shall ensure that Security Fixes shall not negatively impact the Systems.

j. The vendor shall notify VA within 24 hours of the discovery or disclosure of successful exploits of the vulnerability which can compromise the security of the Systems (including the confidentiality or integrity of its data and operations, or the availability of the system). Such issues shall be remediated as quickly as is practical, but in no event longer than days.

k. When the Security Fixes involve installing third party patches (such as Microsoft OS patches or Adobe Acrobat), the vendor will provide written notice to the VA that the patch has been validated as not affecting the Systems within 10 working days.