36C24520Q0702.docx

36C24520Q0702

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.

DUNS:

DUNS+4:

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. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C24520Q0702 09-01-2020 Caitlin Hippensteel

304.263.0811 X3012

09-17-2020

2PM EST

Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 306A Martinsburg WV 25405 X X 334310 750 Employees N/A X Department of Veterans Affairs

VAMC (517)

200 Veterans Ave, Beckley WV 25801 Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 306A Martinsburg WV 25405

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp http://www.fsc.va.gov/einvoice.asp See CONTINUATION Page The contractor shall provide equipment and install services for the Beckley, WV VAMC. All services shall be in accordance with the statement of work.

Site Visit is schedule for 9/8/2020, at 2:00 PM EST.

Questions are due by 9/11/2020 at 2:00 PM EST to caitlin.hippensteel@va.gov.

Quotes are due by 2:00 PM EST on 9/17/2020 to caitlin.hippensteel@va.gov Anticpated Period of Performance: 9/24/2020 - 9/23/2021 See CONTINUATION Page x X Caitlin E. Hippensteel Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C245 Caitlin E. Hippensteel Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 306A Martinsburg WV 25405

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

3. INVOICES: Invoices shall be submitted in arrears:

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

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp http://www.fsc.va.gov/einvoice.asp

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

Page 1 of Page 1 of

B.2 PRICE/COST SCHEDULE

All work shall be in accordance with the statement of work.

ITEM INFORMATION

Laser projector and lens with a 55’ minimum focal distance Contract Period: Base POP Begin: 09-24-2020 POP End: 09-23-2021 PRODUCT/SERVICE CODE: N059 - Installation of Equipment- Electrical and Electronic Equipment Components

Sound and video system that is sufficient for an area of 1724 sf. and that ties into the VA’s Tandberg system for remote viewing and audio.

POP Begin: 09-24-2020

Equipment- Electrical and Electronic Equipment Components

Mic and Speakers:

2 handheld mics, 1 headset mic, ceiling mics (minimum of two), and enough associated speakers to allow clear sound throughout the auditorium.

Contract Period: Base POP Begin: 09-24-2020

Cameras (minimum total of two-one in front and one in rear) with sufficient power/clarity to capture and automatically track the speaker during meetings and conferences with ability for offsite connections to view presenter and presentation.

POP Begin: 09-24-2020

PRODUCT/SERVICE CODE: N059 - Installation of Equipment- Electrical and Electronic Equipment Components

Control system wirelessly with touchscreen audio/video control, to include power, video sources, volume and volume output control.

POP Begin: 09-24-2020

Presenter device connections access must be limited in that all other required connections are not accessible. This is to limit the potential for misconnections or disconnections, reducing the need for technical support to be called to reconnect/reconfigure the system between presentations.

PRODUCT/SERVICE CODE: N059 - Installation of Equipment- Electrical and Electronic Equipment Components

A 60” touchscreen monitor that ties into the projector and Tandberg to allow the presenter to “draw” on the screen and it be broadcast through the project and to the remote sites via Tandberg.

POP Begin: 09-24-2020

PRODUCT/SERVICE CODE: N059 - Installation of Equipment- Electrical and Electronic Equipment Components

Amplifier

POP Begin: 09-24-2020

PRODUCT/SERVICE CODE: N059 - Installation of Equipment- Electrical and Electronic Equipment Components

Blu Ray Player.

POP Begin: 09-24-2020

PRODUCT/SERVICE CODE: N059 - Installation of Equipment- Electrical and Electronic Equipment Components

Audio conferencing digital mixer/processor.

POP Begin: 09-24-2020

PRODUCT/SERVICE CODE: N059 - Installation of Equipment- Electrical and Electronic Equipment Components

Relocate existing electronics in projection room to main auditorium.

POP Begin: 09-24-2020

PRODUCT/SERVICE CODE: N059 - Installation of Equipment- Electrical and Electronic Equipment Components

Equipment Install

POP Begin: 09-24-2020

PRODUCT/SERVICE CODE: N059 - Installation of Equipment- Electrical and Electronic Equipment Components

B.3 STATEMENT OF WORK (SOW)

BACKGROUND

The Beckley VA Medical educates approximately 1,500 physicians, students, residents, and employees. Beckley VA Medical center employees approximately 900 employees and supports over 150 students/residents each year with educational opportunities using the audio/visual equipment installed currently in the Auditorium at Beckley VA Medical Center.

SCOPE OF WORK

To identify and obtain an Audio-Video Services Provider (hereafter know as the Vendor) who will provide support, repair, warranty, design, and turnkey installation services for the integrated/turnkey installed and audio/visual (AV) integrated systems and equipment at Beckley VA Medical Center. Minimum requirements of equipment will include:

· Laser projector and lens with a 55’ minimum focal distance.

· Sound and video system that is sufficient for an area of 1724 sf. and that ties into the VA’s Tandberg system for remote viewing and audio.

· 2 handheld mics, 1 headset mic, ceiling mics (minimum of two), and enough associated speakers to allow clear sound throughout the auditorium.

· Cameras (minimum total of two-one in front and one in rear) with sufficient power/clarity to capture and automatically track the speaker during meetings and conferences with ability for offsite connections to view presenter and presentation.

· Control system wirelessly with touchscreen audio/video control, to include power, video sources, volume and volume output control.

· Presenter device connections access must be limited in that all other required connections are not accessible. This is to limit the potential for misconnections or disconnections, reducing the need for technical support to be called to reconnect/reconfigure the system between presentations.

· A 60” touchscreen monitor that ties into the projector and Tandberg to allow the presenter to “draw” on the screen and it be broadcast through the project and to the remote sites via Tandberg.

· Amplifier.

· Blu Ray Player.

· Audio conferencing digital mixer/processor.

· Relocate existing electronics in projection room to main auditorium.

Vendor shall provide all installation services on the above equipment. The vendor shall coordinate with Contracting Officer Representative (COR) regarding installation services.

Technical Services to include:

Factory sponsored warranty of two (2) to six (6) years. Polycom system has three (3) year advanced replacement warranty.

Labor warranty of one (1) year. The Vendor is expected to provide service visits to3. Beckley VA Medical Center to carry out routine and warranty services based on warranty. The Vendor will coordinate each visit with the individual Beckley VA Medical Center Site Point of Contact and provide a minimally disruptive, planned and controlled program of systematic inspection, adjustment, software/firmware updates, replacement of hardware and components, as well as performance testing and analysis of all installed and portable audio-visual systems and equipment. The Vendor shall provide Beckley VA Medical Center with a report on all warranty maintenance visits, including dates, equipment check-lists, recommended repair and replacement analysis, and recommended time intervals for equipment maintenance schedules. The vendor will leave space clear of construction materials and debris upon departure including packing materials. The C&A requirements do not apply, and that a Security Accreditation Package is not required.

Provide turnkey installation of audio/visual integrated system.

PLACE OF PERFORMANCE

Tasks under this SOW shall primarily be performed in VA facility located at 200 Veterans Drive, Beckley WV, 25801.

GOVERNMENT-FURNISHED INFORMATION, EQUIPMENT, AND FACILITIES

Government-Furnished Information (GFI) will be provided via telephone, email and in person as needed. Government-Furnished Equipment (GFE) will not be provided.

TASK STATEMENT

Tasks performed shall be of a non-personal nature. VA organizations will not provide supervision of contractor personnel. Contractor personnel shall at no time allow an employer-employee relationship to develop with VA organizations or their staff. VA organizations will refrain from any activities that create the appearance of such a relationship.

Contractors shall not perform inherently governmental functions including: decision-making, supervision of Government employees, supervision of other contractors on other contracts, and activities that create the appearance of performing such functions.

PROJECT MANAGEMENT

The contractor shall perform all management tasks that are required to perform the tasks identified herein in accordance with the established schedule and to report the status/progress of these tasks to the local VA point-of-contact and the VA COR. The contractor shall develop and maintain a project plan that identifies tasks to be performed and the resources, facilities, tools, and materials needed to accomplish these tasks effectively. The plan shall explicitly include task dependencies so that the impact of a delay in completing any task can be readily identified.

PERSONNEL

The contractor shall provide, schedule, supervise, and manage all personnel required to perform the tasks required by this statement of work. The contractor shall ensure that all personnel are properly trained and licensed for the work that they are assigned. The contractor shall coordinate all requirements for escorts with the local VA designated point-of-contact at least one week in advance of required access. All contractor personnel shall comply with facility requirements for sign-in and badge display. The contractor shall promptly remove and replace any of its personnel who do not comply with VA requirements. The contractor shall be responsible for any delays or other impact due to misconduct on the part of its employees or subcontractors.

LICENSES AND REGULATIONS

The contractor shall ensure that the company and all assigned personnel have appropriate background investigations in accordance with VA requirements, licensed in accordance with state and local requirements, and that all work performed complies with applicable regulations and codes. In addition, contractor will coordinate with the COR to ensure that all personnel are in possession of a non-PIV card prior to work start.

Quality Assurance

The contractor shall perform all tests, inspections, and other actions that are required to verify that products, documents, and services meet the requirements of this Statement of Work, project objectives, and best commercial practices. The contractor shall maintain records that document the performance of quality assurance tasks and shall provide these records to VA on request.

Deliverables:

Schedule of Deliverables

REPORTING REQUIREMENTS

The contractor shall regularly report project status, progress and issues to the VA COR during the term of this contract. Reporting shall be on a monthly basis.

8.0 GENERAL REQUIREMENTS

All employees of the vendor and subcontractors shall comply with the VA security management program and obtain permission of the VA police, be identified by the contract and employer, and restricted from unauthorized access. This will be coordinated with the VA Police by the contracting officer’s representative (COR).

The vendor’s employees shall not enter the work site without appropriate badge. They may also be subject to inspection of their personal effects when entering or leaving the project site. Badges shall be provided by the Government to the vendor for distribution to on-site employees of the vendor and all Subcontractors. The vendor shall maintain a log of Badge ID numbers and names of employees the badges were issued to. Updated badge log shall be given to the COR weekly or less frequently if directed by COR. Lost badges shall be reported immediately to the COR and the General Contractor will be responsible for a $10.00 fee for all lost or unreturned badges.

No photography of VA premises is allowed without written permission of the Contracting Officer.

VA reserves the right to close or shut down the project site and order the vendor’s employees off the premises in the event of a national emergency. The vendor may return to the site only with the written approval of the Contracting Officer.

Site and Building Access: Maintain free and unobstructed access to facility emergency services and for fire, police and other emergency response forces in accordance with NFPA 241.

Means of Egress: Do not block exiting for occupied buildings, including paths from exits to roads. Minimize disruptions and coordinate with COR.

Fire Extinguishers: Provide and maintain extinguishers in work areas and temporary storage areas in accordance with 29 CFR 1926, NFPA 241 and NFPA 10.

Hot Work: Perform and safeguard hot work operations in accordance with NFPA 241 and NFPA 51B. Coordinate with COR. Obtain permits from facility Safety Manager at least 24 hours in advance.

Execute work to interfere as little as possible with normal functioning of Medical Center as a whole, including operations of utility services, fire protection systems and any existing equipment, and with work being done by others. Use of equipment and tools that transmit vibrations and noises through the building structure, are not permitted in buildings that are occupied jointly by patients or medical personnel, and Contractor's personnel, except as permitted by COR where required by limited working space.

All Buildings will be occupied during performance of work. Contractor shall take all measures and provide all material necessary for protecting existing equipment and property in affected areas against dust and debris, so that equipment and affected areas to be used in the Medical Centers operations will not be hindered. Coordinate alteration work in areas occupied by Department of Veterans Affairs so that Medical Center operations will continue during the installation period.

No utility service such as water, gas, steam, sewers or electricity, or fire protection systems and communications systems may be interrupted without prior approval of COR. Electrical work shall be accomplished with all affected circuits or equipment de-energized. When an electrical outage cannot be accomplished, work on any energized circuits or equipment shall not commence without the Medical Center Director’s prior knowledge and written approval. The vendor shall submit a request to interrupt any such services to COR, in writing, 48 hours in advance of proposed interruption. Request shall state reason, date, exact time of, and approximate duration of such interruption.

Establish and maintain a dust control program as part of the vendor’s infection preventive measures in accordance with the guidelines provided as specified here. Prior to start of work, prepare a plan detailing project-specific dust protection measures, including periodic status reports, and submit to COR for review a minimum of two weeks prior to the start of work at each site. All personnel involved in the installation or renovation activity shall be educated and trained in infection prevention measures established by the medical center.

In general, following preventive measures shall be adopted during installation of new equipment to keep down dust and prevent mold. Dampen debris to keep down dust and provide temporary construction partitions in existing structures where directed by COR. Blank off ducts and diffusers to prevent circulation of dust into occupied areas during construction. Do not perform dust producing tasks within occupied areas without the approval of the COR.

Provide dust proof one-hour fire-rated temporary drywall barriers to separate installation work that may result in dust generation from the operational areas of the hospital in order to contain dirt debris and dust. Barriers shall be sealed and made presentable on hospital occupied side. Install a self-closing rated door in a metal frame, commensurate with the partition, to allow worker access. Maintain negative air at all times. A fire-retardant polystyrene, 6-mil thick or greater plastic barrier meeting local fire codes may be used where dust control is the only hazard, and an agreement is reached with the COR and Medical Center.

Vacuum all transition areas from construction to the occupied medical center at the end of each workday. Vacuum shall utilize HEPA filtration. Maintain surrounding area frequently. Remove debris as they are created. Transport these outside the construction area in containers with tightly fitting lids.

NOTE: If the contractor can show that the maintenance, repair or installation of equipment and related work will not result in creation of significant dust or other contaminants then some or all the requirements for dust protection can be deleted or modified as approved by the COR.

Normal working hours will be used to complete this contract unless otherwise indicated. Normal working hours shall be 7:30 AM to 4:00 PM, Monday through Friday – Federal Holidays excluded. Deviations from normal working hours must be approved in writing from the Contracting Officer no less than 72 hours in advance.

Any electrical work required for the maintenance, repair or installation of equipment must meet the International Building Code (IBC), National Electrical Code (NEC),Underwriters Laboratories, Inc. (UL) and National Fire Protection Association (NFPA) as minimum installation requirement standards.

Materials and equipment furnished shall be of current production by manufacturers regularly engaged in the manufacture of such items, for which replacement parts shall be available.

All electrical work must comply with the requirements of NFPA 70 (NEC), NFPA 70B, NFPA 70E, OSHA Part 1910 subpart J, OSHA Part 1910 subpart S and OSHA Part 1910 subpart K in addition to other references required by contract.

New work shall be installed and connected to existing work neatly, safely and professionally. Disturbed or damaged work shall be replaced or repaired to its prior conditions.

In addition to the requirements of the NEC, install an identification sign which clearly indicates information required for use and maintenance of items such as switchboards and panel boards, fused and un-fused safety switches, separately enclosed circuit breakers, and individual breakers.

All items furnished shall be free from defects that would adversely affect the performance, maintainability and appearance of individual components and overall assembly.

Exercise care in storage and handling of equipment and materials to be incorporated in the work.

Equipment and materials shall be carefully handled, properly stored, and adequately protected to prevent damage before and during installation, in accordance with the manufacturer's recommendations and as approved by the Chief Engineer or his representative.

Where the Government determines that the vendor has installed equipment not conveniently accessible for operation and maintenance, equipment shall be removed, and reinstalled or remedial action performed as directed at no additional cost to the Government.

9.0 SECURITY REQUIREMENTS

General - (Reference 839.201 and VHA Handbook 6500.6 App B) The contractor, their personnel, and their subcontractors shall be subject to the Federal laws, regulations, standards, and VA Directives and Handbooks regarding information and information system security as delineated in this contract.

ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

(Reference VHA Handbook 6500.6 Appendix C)

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 is 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.

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.

SECURITY INCIDENT INVESTIGATION

a. 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.

b. 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.

c. 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.

d. 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.

LIQUIDATED DAMAGES FOR DATA BREACH

a. 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.

b. 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.

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

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

(2) Description of the event, including:

date of occurrence;

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

(3) Number of individuals affected or potentially affected;

(4) Names of individuals or groups affected or potentially affected;

(5) Ease of logical data access to the lost, stolen or improperly accessed data considering the degree of protection for the data, e.g., unencrypted, plain text;

(6) Amount of time the data has been out of VA control;

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

(8) Known misuses of data containing sensitive personal information, if any;

(9) Assessment of the potential harm to the affected individuals;

(10) Data breach analysis as outlined in 6500.2 Handbook, Management of Security and Privacy Incidents, as appropriate; and (11) 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.

d. Based on the determinations of the independent risk analysis, the contractor shall be responsible for paying to the VA liquidated damages in the amount of $5,000 per affected individual to cover the cost of providing credit protection services to affected individuals consisting of the following:

(1) Notification;

(2) One year of credit monitoring services consisting of automatic daily monitoring of at least 3 relevant credit bureau reports;

(3) Data breach analysis;

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

(5) One year of identity theft insurance with $20,000.00 coverage at $0 deductible; and

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

SECURITY CONTROLS COMPLIANCE TESTING

On a periodic basis, VA, including the Office of Inspector General, reserves the right to evaluate any or all the security controls and privacy practices implemented by the contractor under the clauses contained within the contract. With 10 working-days’ notice, at the request of the government, the contractor must fully cooperate and assist in a government-sponsored security controls assessment at each location wherein VA information is processed or stored, or information systems are developed, operated, maintained, or used on behalf of VA, including those initiated by the Office of Inspector General. The government may conduct a security control assessment on shorter notice (to include unannounced assessments) as determined by VA in the event of a security incident or at any other time.

TRAINING

a. All contractor employees and subcontractor employees requiring access to VA information and VA information systems shall complete the following before being granted access to VA information and its systems:

(1) Sign and acknowledge (either manually or electronically) understanding of and responsibilities for compliance with the Contractor Rules of Behavior, Appendix E relating to access to VA information and information systems;

(2) Successfully complete the VA Information Security Awareness and Rules of Behavior training and annually complete required security training;

(3) Successfully complete the appropriate VA privacy training and annually complete required privacy training; and

(4) Successfully complete any additional information security or privacy training, as required for VA personnel with equivalent information system access

b. The contractor shall provide to the contracting officer and/or the COR a copy of the training certificates and certification of signing the Contractor Rules of Behavior for each applicable employee within 1 week of the initiation of the contract and annually thereafter, as required.

c. Failure to complete the mandatory annual training and sign the Rules of Behavior annually, within the timeframe required, is grounds for suspension or termination of all physical or electronic access privileges and removal from work on the contract until such time as the training and documents are complete.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(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 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…