36C24723Q0010.docx

36C24723Q0010

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

534-23-1-4056-0003

07-28-2022 Matthew Durden 4046303585 08-15-2022 17:30

EDT

36C247 Department of Veterans Affairs VISN 7 Network Contracting Office LaVista Business Park - Bldg A 2008 Weems Road Tucker GA 30084

X

541612 $16.5 Million

N/A

36C534 Department of Veterans Affairs Ralph H. Johnson VA Medical Center Human Resources 109 Bee St Charleston SC 29401

Department of Veterans Affairs VISN 7 Network Contracting Office LaVista Business Park - Bldg A 2008 Weems Road Tucker GA 30084

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page Employee Assistance Program (EAP) Services for the Johnson VA Medical Center located at 109 Bee Street, Charleston SC 29401.

Period of Performance:

Base Period: 10/01/2022 - 09/30/2023 Option Year 1: 10/01/2023 - 09/30/2024 Option Year 2: 10/01/2024 - 09/30/2025 Option Year 3: 10/01/2025 - 09/30/2026 Option Year 4: 10/01/2026 - 09/30/2027

See CONTINUATION Page

One

Thomas E. Nicholls 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 Thomas E. Nicholls Department of Veterans Affairs VISN 7 Network Contracting Office LaVista Business Park - Bldg A 2008 Weems Road Tucker GA 30084

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.

Financial Management System https://www.fsc.va.gov/einvoice.asp ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

STATEMENT OF WORK

Employee Assistance Program

I. BACKGROUND

The Contractor shall provide an Employee Assistance Program (EAP) to all employees and their dependents associated with the Ralph H. Johnson VA Medical Center 109 Bee Street, Charleston, SC 29401, to offer resources to address: work-related problems, traumatic incidents, substance abuse, mental illness, marital or family problems, and financial or other personal problems. The contractor shall also provide a work/life balance service to include legal advisement, financial advisement. Services shall be provided by qualified, licensed clinical professionals able to perform their assignments without conflict of interest. The contractor shall provide a minimum of 5 one-hour sessions at no cost to the employee.

II. OBJECTIVES

The Ralph H. Johnson EAP program is established to provide comprehensive and professional counseling services for employees that may be struggling with a variety of substance, family, marital, financial, legal, childcare resources, eldercare consultation, online legal and financial library, academic resources, relocation resources, emotional concerns, medical problems or a variety of other issues. The program seeks to help the employee with these challenges by exploring options and developing a plan of action to create solutions that work for the employee. If additional assistance is needed, the employee will be referred to the most appropriate and affordable professional resources.

III. PLACE OF PERFORMANCE

The majority of the EAP trainings will be accomplished at the Ralph H. Johnson VA Medical Center, 109 Bee Street Charleston, SC 29401-5703 in a conference room setting. The employee counseling services should be held in the licensed professional’s office. In rare cases, there may be need for employee training at any of the affiliated Community Based Outpatient Clinic (CBOC) facilities, see below:

1. Beaufort VA Outpatient Clinic - 1 Pinckney Road Beaufort, SC 29902-6122

2. Goose Creek Outpatient Clinic - 2418 NNPTC Circle Goose Creek, SC 29445-6314

3. Trident 2 VA Outpatient Clinic - 9229 University Blvd. North Charleston, SC 29406-9150

4. North Charleston VA Clinic - 6450 Rivers Avenue North Charleston, SC 29406

5. Savannah VA Outpatient Clinic - 1170 Shawnee Street Savannah, GA 31419-1618

6. Myrtle Beach VA Outpatient Clinic - 1800 Air Park Drive Myrtle Beach, SC 29577

7. Hinesville VA Outpatient Clinic - 500 East Oglethorpe Highway Hinesville, GA 31313

8. Charleston Vet Center - 3625 West Montague Avenue, North Charleston, SC 29418

9. Savannah Vet Center - 321 Commercial Dr. Savannah, GA 31406 The Government reserves the right to add any additional CBOC’s to the contract as they become available. During the life of this contract, there may be a need or an occasion that may arise that will require the services of the Court Reporter to be at another location other than these mentioned. If so, the COR will give explicit instructions as to where and when the needed services will be required.

IV. PERIOD OF PERFORMANCE

V. SCOPE OF WORK

Program Development and Consultation Services A. Assessment of Organizational Needs - Contractor will consult with the Charleston VA Medical Center EAP Internal Coordinator to determine the service needs based on factors such as: demographics of the workforce, employee work schedules, and geographic distribution of employees, employee insurance coverage's, specific job performance issues, current disciplinary policies and procedures, and types of personal problems already known to be of concern to employees.

B. Development of Program Policy and Procedures - Contractor will assist in developing guidelines and procedures concerning the identification and referral of employees who need help with personal problems.

C. Ongoing Consultation and Program Evaluation - Contractor will provide consultation to review the overall functioning of the program and will make modifications when needed.

D. Location and Confidentiality of Services - Counseling will be provided at private offices located close to the worksite. All counselors will be licensed and/or certified and have, at a minimum, a Master's degree in social work, counseling, psychology, public health or other employee assistance-related field. In addition, counselors shall have at least two (2) years post-degree experience. Counseling is kept confidential in accordance with federal and state laws and regulations. In order for any information to be disclosed about the counseling to management, the employee must give written permission, specifying what information can be disclosed and to whom.

VI. STATEMENT OF REQUIRED GOODS/DELIVERABLES (AS APPLICABLE)

A. Quality Management Continuous quality improvement program

· Quarterly utilization and quality management reports

· Dedicated account manager B. Utilization Reports Number of Employees Served Method of referral (self-informal supervisory, formal supervisory) Incidence of Presenting Problems (include separate incidence for referrals prompted by Substance Abuse, Sexual Harassment, and discrimination concerns)

· Demographic Profile of Employees Utilizing the EAP

· Disposition of Cases

· Returned Satisfaction Surveys (confidentiality not compromised)

C. Program Promotion Promotional materials including EAP brochures, customized with logo and wallet cards for all employees, quarterly newsletters for all employees, quarterly posters, email announcements, a monthly newsletter for supervisors (copy or emailed), and Supervisory Guidebooks.

D. Online Services Legal/financial online resource library. This service makes available numerous articles providing information on important legal and financial matters. Also included is a Legal Document Library that provides examples of show 50 different legal documents.

Online EAP and Work/Life program with information, assistance and resources for family & care giving, emotional wellbeing, health & wellness, etc.

E. Management and Organizational Services

· Unlimited consultation to supervisors and managers regarding employees with job performance, attendance and conduct problems. Monitoring of progress in EAP and treatment for up to two years, when and employee is referred by management for job/substance abuse problems, by maintaining contact with the employee, treatment providers, and the employer, if appropriate.

· Unlimited consultation regarding organizational issues, including sexual harassment, drug-free workplace, downsizing, conflict resolution, and workplace violence.

· The Ralph H. Johnson VA Medical Center expects consultative services for 300+ managers and supervisors at our facility on an ad-hoc basis.

F. Quality Assurance and Performance Assessment The Contractor shall notify the VA EAP coordinator/director in writing whenever a malpractice claim involving a VA employee has been filed against the Contractor. The Contractor will forward a copy of the malpractice claim within three (3) workdays after receiving notification that a claim has been filed. The Contractor will also notify the VA EAP coordinator/director when any provider furnishing services under this contract is reported to the National Practitioner Data Bank. This notification will include the name, title, and specialty of the provider. All written notifications shall be sent to the following address:

Department of Veterans Affairs Ralph H. Johnson VA Medical Center 109 Bee Street Charleston, SC 29401-5703 The contractor shall permit on-site visits by appropriate VA personnel to assess contracted services, e.g. adequacy, compliance with contract requirements, record-keeping, etc.

G. Workload Projections: The Government estimates the workload for this project to be 3,200 employees seen an average of five (5) one-hour sessions. Actual usage has varied for the last few years, average number of visits about 8 a month (approximately 100 per fiscal year). Each session is one hour of consultation with a licensed therapist.

H. Employee Transportation: Each employee will be responsible for his/her own transportation to appointments.

I. Liaison Persons: The VA will designate an appropriate contact person (s) to act as liaison to the contractor. The contractor shall identify a contact person (s), who shall serve as liaison between the contractor and the Charleston VAMC. This individual will also ensure that contract specifications are met. The contact person (s) must be available during the administrative tour of duty from 8:00a.m to 4:30 p.m. Monday through Friday. This individual must be on staff at one of the contractor’s locally provided sites.

VII. TRAINING (AS APPLICABLE)

· Twelve (12) employee orientations & four (4) supervisory trainings.

· Unlimited team building workshops for work and life seminars; it equates to a total of twelve (12) one-hour sessions per year.

· Employee orientation and supervisory video training.

· Internet based employee and supervisor training to be made available at the contractor's website at no additional cost.

Training seminars to be made available on the following topics:

· EAP Employee Orientations / Supervisory Training

· Assessment, Counseling and referral Services

· 24 hours per day, 7 days per week, local Charleston phone number and toll free EAP access to mental health professionals.

· Permission, specifying what information can be disclosed and to whom.

· Wellness and daily living.

· Multilingual interpreter services available

· Face-to-face assessment, short-term coordinating, referral and follow-up for alcohol and drug problems and

· Other personal concerns that may affect employee well-being and job performance.

· Case management that includes coordinating referrals to resources beyond the EAP when needed.

· Crisis management to assist with emergencies in the workplace.

· Unlimited critical incident stress debriefings conducted on-site for traumatic incidents

VIII. GOVERNMENT-FURNISHED PROPERTY (AS APPLICABLE)

The medical center will provide a room for the contractor to provide on-site trainings.

IX. SECURITY REQUIREMENTS (AS APPLICABLE)

The contractor providing training will provide vehicle information for medical center to notify police service of visitor information to be able to park in reserve visitor parking.

X. INSPECTION AND ACCEPTANCE

The COR for this contract is a government official who has been delegated specific technical, functional and oversight responsibilities Assessment of trainings provided will be conducted by the CO designated COR. Acceptance of the items will be done by the assigned COR upon completion of successful operational testing through training surveys and reviews.

XI. RECORDS MANAGEMENT OBLIGATIONS

A. Applicability

This clause applies to all Contractors whose employees create, work with, or otherwise handle Federal records, as defined in Section B, regardless of the medium in which the record exists.

B. Definitions

“Federal Record” as defined in 44 U.S.C. § 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them.

The term Federal record:

1. includes [Agency] records.

2. does not include personal materials.

3. applies to records created, received, or maintained by Contractors pursuant to their [Agency] contract.

4. may include deliverables and documentation associated with deliverables.

C. Requirements

1. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

2. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

3. In accordance with 36 CFR 1222.32, Contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

4. RHJ VAHCS and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of RHJ VAHCS or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, Contractor must report to RHJ VAHCS. The agency must report promptly to NARA in accordance with 36 CFR 1230.

5. The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the [contract vehicle]. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to RHJ VAHCS control or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the [contract vehicle]. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

6. The Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The Contractor (and any sub-contractor) is required to abide by Government and [FACILITY] guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

7. The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with RHJ VAHCS policy.

8. The Contractor shall not create or maintain any records containing any non-public RHJ VAHCS information that are not specifically tied to or authorized by the contract.

9. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the Freedom of Information Act.

10. The RHJ VAHCS owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which [FACILITY] shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Contractor rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR 52.227-20.

11. Training. All Contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take RHJVAHCS-provided records management training. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

D. Flowdown of requirements to Subcontractors

1. The Contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph, in all subcontracts under this [contract vehicle], and require written subcontractor acknowledgment of same.

2. Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.

XII. INSTRUCTIONS TO OFFERORS

A. Evaluation Criteria

a. Price – This factor will be used to determine the price reasonableness of the quote.

b. Technical Capability – This factor will be utilized to determine if the prospective quoter has the proper licensing, certifications, and program/project management abilities to perform on the contract.

c. Past Performance – This factor will be used to determine if the contractor has acceptable performance on EAP (or similar) contracts in size and scope. References should include a contract number and a point of contact for referenced contract.

XIII. SUBMISSION OF QUESTIONS AND QUOTES

A. Questions will be allowed until Thursday, August 4, 2022. Questions should be submitted via email to Matthew Durden, matthew.durden@va.gov. No telephone inquiries will be allowed.

B. Quotes will be sent to Matthew Durden, matthew.durden@va.gov, no later than Monday, August 15, 2022 5:30pm EST. Quotes can be submitted into separate emails due to file size limitations. The contractor is responsible for confirming receipt of quote.

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 COTR.

6. 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 COTR 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.

7. 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:

(a) 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 in light of 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 $37.50 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.

9. 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 Cyber 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 cyber 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 COTR 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.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Base Year: EAP services for Charleston VAMC. Assume 5 covered sessions per employee, per issue, per year covering 3200 employees. Includes 16 training sessions for orientations and supervisor training. Includes CISD (critical incident stress debriefing) for instances per year.

Contract Period: Base POP Begin: 10-01-2022 POP End: 09-30-2023

Option Year One: EAP services for Charleston VAMC. Assume 5 covered sessions per employee, per issue, per year covering 3200 employees. Includes 16 training sessions for orientations and supervisor training. Includes CISD (critical incident stress debriefing) for instances per year.

Contract Period: Option 1 POP Begin: 10-01-2023 POP End: 09-30-2024

Option Year Two: EAP services for Charleston VAMC. Assume 5 covered sessions per employee, per issue, per year covering 3200 employees. Includes 16 training sessions for orientations and supervisor training. Includes CISD (critical incident stress debriefing) for instances per year.

Contract Period: Option 2 POP Begin: 10-01-2024 POP End: 09-30-2025

Option Year Three: EAP services for Charleston VAMC. Assume 5 covered sessions per employee, per issue, per year covering 3200 employees. Includes 16 training sessions for orientations and supervisor training. Includes CISD (critical incident stress debriefing) for instances per year.

Contract Period: Option 3 POP Begin: 10-01-2025 POP End: 09-30-2026

Year Four: EAP services for Charleston VAMC. Assume 5 covered sessions per employee, per issue, per year covering 3200 employees. Includes 16 training sessions for orientations and supervisor training. Includes CISD (critical incident stress debriefing) for instances per year.

Contract Period: Option 4 POP Begin: 10-01-2026 POP End: 09-30-2027

GRAND TOTAL

B.3 DELIVERY SCHEDULE

Ralph H. Johnson VA Medical Center 109 Bee Street Charleston, SC 29401 United States

843-577-5011x205487 patricia.norman@va.gov

Ralph H. Johnson VA Medical Center 109 Bee Street Charleston, SC 29401 United States

Ralph H. Johnson VA Medical Center 109 Bee Street Charleston, SC 29401 United States

Ralph H. Johnson VA Medical Center 109 Bee Street Charleston, SC 29401 United States

Ralph H. Johnson VA Medical Center 109 Bee Street Charleston, SC 29401 United States

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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