36C25621Q1866.pdf

36C25621Q1866

SECTION A – COMBINED SYNOPSIS/SOLICITATION FOR COMMERCIAL ITEMS

General Information

Document Type:

Solicitation Number:

Posted Date:

Questions Due Date/Time:

Response Due Date/Time:

Product or Service Code:

Method:

NAICS Code:

Point of Contact:

Combined Solicitation/Synopsis

36C25621Q1866

September 22, 2021

September 24, 2021 / 10:00 a.m. (CST)

September 27, 2021 / 10:00 a.m. (CST)

U009-Education/Training-General

Set Aside/VOSB

611620 –Sports and Recreation Instruction

Albert Kelly (Email-albert.kelly@va.gov)

Contracting Office Address

Department of Veterans Affairs

Network Contracting Office 16

ATTN: Albert Kelly, Contract Specialist

Michael E. DeBakey VA Medical Center (MEDVAMC)

2002 Holcombe Blvd, Bldg. 100

Houston, TX 77030

Description:

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.6, “Streamlined Procedures for Evaluation and solicitation for Commercial Items,” in conjunction with FAR Part 13.5 for certain Commercial Items, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotations are being requested, and a written solicitation document will not be issued.

This solicitation is a Request for Quotation (RFQ). The solicitation document and incorporated revisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2021-06 (effective 06/10/2021).

The associated North American Industrial Classification System (NAICS) code for this procurement is 611620, with a small business size standard of $8 Million. FSC is U009.

Contractor is required to be actively registered in the System for Award Management (SAM) and Small Business Administration (SBA). VOSB contractors are also required to be active in and shall be verified in Vendor Information Pages (VIP). Quotes will be considered non-compliant and rejected if the Contracting Officer is unable to verify active registration status.

Michael E. Debakey Veteran Affairs Medical Center (MEDVAMC) is seeking a contractor to provide a live, two-way, interactive virtual platform offering Tai Chi instructions to veterans at Michael E. DeBakey VA Medical Center (MEDVAMC) located at 2002 Holcombe Blvd, Houston, TX 77030.

mailto:albert.kelly@va.gov

Quotes are due no later than September 27, 2021 at 10:00 a.m. CST and shall be submitted electronically via e-mail to the Contract Specialist, Albert Kelly at albert.kelly@va.gov. Hand delivery will not be accepted.

To facilitate the award process, all quotes must include a statement regarding the terms and conditions herein as follows:

"The terms and conditions in the solicitation are acceptable to be included in the award document without modification, deletion, or addition."

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer 36C256

Orlando Whitaker Department of Veterans Affairs Network Contracting Office 16 Michael E. DeBakey VA Medical Center 2002 Holcombe BLVD Houston TX 77030 4298

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the

Government to the contractor will be made in accordance with:

[X]

52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly, in arrear

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.

FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 invoice must be submitted electronically mailto:albert.kelly@va.gov http://www.fsc.va.gov/fsc/einvoice.asp

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

AMENDMENT NO DATE

B.2 PRICE/COST SCHEDULE ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

0001 104.00 EA

Tai Chi Classes to be provided to Veterans at MEDVAMC, Two-(2) Virtual Sessions per week.

Contract Period: Base POP Begin: 10-01-2021 POP End: 09-30-2022

1001 104.00 EA

Tai Chi Classes to be provided to Veterans at MEDVAMC, Two-(2) Virtual Sessions per week.

Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

GRAND TOTAL

“Evaluations of Options: Except when it is determined in accordance with FAR 17.206(b) not to be in the Government’s best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. This includes options under FAR 52.217-8, Option to Extend Services, which applies to this solicitation.

Evaluation of options under FAR 52.217-8 will be accomplished by using the prices offered for the last option period to determine the price for a 6-month option period, which will be added to the base and other option years to arrive at the total price. Evaluation of options will not obligate the Government to exercise the option(s).”

i. Prior to exercising any option, the Contracting Officer will ensure that it is still in the government’s best interest, with price and other factors considered.

ii. Any extension, in accordance with FAR 52.217-8 shall utilize Option 4 pricing. Thus, the offeror’s total price for the purpose of evaluation will include the Base Period, 1st Option, 2nd Option, 3rd Option, 4th Option, and ½ of the 4th Option period. As indicated in FAR 52.217-8, the government will have the option provision to extend the performance of the contract up to an additional 6 (six) months, when the contractor is provided written notice. Thus, providing separate pricing for the optional six-month extension period is not required.

B.3 DELIVERY SCHEDULE

ITEM NUMBER QUANTITY DELIVERY DATE

0001- SHIP TO: Michael E. DeBakey VA Medical Center, BioMed 2002 Holcombe Blvd Houston, TX 77030 USA

104 10/1/2021- 09/30/2022

1001 SHIP TO: Michael E. DeBakey VA Medical Center, BioMed 2002 Holcombe Blvd Houston, TX 77030 USA

104 10/1/2022- 09/30/2023

B.4 STATEMENT OF WORK (SOW)

WHOLE HEALTH TAI CHI SERVICES

1) GENERAL INFORMATION:

a) SCOPE OF WORK: This is a contract to provide a live, two-way, interactive virtual platform offering Tai Chi as described in this Statement of Work (SOW) to Michael E. DeBakey VA Medical Center (MEDVAMC) Veterans. This work will transition to at least part-time on-site services at the discretion of the government. Contractor shall provide all access to the necessary resources to accomplish these services. This service will build resilience and encourage health among MEDVAMC Veterans. This contract will be effective for one (1) year from the date of the award with the option to renew for one (1) additional year.

b) BACKGROUND: Provision of Complementary and Integrative Health (CIH) services within VHA is authorized under VHA Directive 1137. This is a new offering for MEDVAMC. In order to ensure continuity of care, compliance with VHA Directive 1137, and a sustainable approach to CIH services for the future, a contracted option is being pursued at this time. At the start of this contract Tai Chi classes will be offered as a virtual care offering, i.e. live, interactive, two-way videos within a digital platform. Virtual services will include Tai Chi instruction with all the support and personal interaction without the physical contact. No transportation is required. Virtual services offer the accountability of taking a class without having to be inside the class and around groups of people. Virtual classes help prevent the spread of COVID-19. At the discretion of the government, Tai Chi classes will be at least partially offered on-site as the COVID-19 pandemic resolves; on-site classes will also be live-streamed in order to maximize accessibility for Veterans throughout MEDVAMC’s catchment area. Tai Chi classes will be offered twice weekly. This service will address multiple gaps in the current care delivery model: by providing a List 1 CIH service that is not currently offered at MEDVAMC, a virtual care experience, and wellness services that are available during both business and early evening hours. MEDVAMC is committed to the Whole Health transformation of healthcare for Veterans.

2) GENERAL REQUIREMENTS

Contractor shall provide all access to services, modalities, labor, equipment, tools, materials, and other necessary items for live, interactive, virtual online wellness services professionally.

3) SERVICES

a) The contractor shall provide the following:

i) Two 60-minute live virtual classes of Tai Chi instruction per week. Classes will include approximately 45 minutes of active practice, and up to 15 minutes for education regarding Tai Chi and its benefits, check-in with participants, and answering questions

ii) Live Virtual classes that are interactive, requiring a two-way video platform for interfacing with instructors.

iii) Schedule to offer classes once per week during regular business hours (8:00 am to 4:30

pm) and once per week during early evening hours (4:30 pm to 8:00 pm).

iv) Classes shall be accessible to all users with compatible devices.

v) Vendor shall have established standard operating procedure for addressing physical safety concerns of participants during live classes.

vi) Vendor will collect and document pertinent data into the Veteran’s electronic medical record within required time frames (encounter entered same day as visit; note completed within 2 days of visit)

vii) Vendor will verify Veterans’ location at the start of each virtual session (location may be obtained at initial visit, and Veterans may be asked to notify instructor in subsequent sessions if their location has changed)

In the event of a medical emergency incapacitating the Veteran, the Vendor will contact emergency services on the Veteran’s behalf to be dispatched to their location

Vendor/services shall have appropriate level of encryption to ensure security of user information

viii) Vendor shall have a program that allows for the medical center to add local instructors to the platform to meet local needs.

ix) Services/classes shall be supported and hosted on the web by the vendor.

x) Vendor shall supply usage reports to the facility which includes ability to track and monitor deidentified user information to assess usability

xi) Vendor shall accept and respond to feedback regarding the offered classes and will allow the VA to submit ideas for improvement/scheduling etc.

b) Specific Tasks.

i) The contractor shall allow access to multiple authorized users (MEDVAMC staff and enrolled Veterans) simultaneously to Tai Chi class offerings from any web-enabled computer.

ii) The vendor shall provide access to telephone support during business hours Monday through Friday.

iii) The vendor shall provide email technical support during business hours Monday through Friday.

c) Operation Efficiencies:

i) System configuration programming changes shall not require any exchange of parts and shall be capable of being executed remotely via a non-VA VPN connection.

ii) Expand virtual wellness offerings without taxing VVC bandwidth.

iii) Two-way video streaming that Veterans can access from personal devices (i.e.

smartphone, laptop, tablet, etc.) without need to go through the VA Network

iv) Appropriate level of encryption to ensure security of user information.

v) User information involves self-reported data such as name, address, email, and password. No ePHI (electronic protected health information) is transferred to vendors or customers. No credit card or payment information is stored on Contractor’s website.

vi) Ability to track and monitor deidentified user information. Only transferable data is anonymized usage reports.

vii) System automatically de-identifies and anonymizes user personal information when propagating usage metrics.

viii) Metrics that are tracked include number of signups, total classes taken, popular classes, and total value of classes.

ix) Opportunity to monitor use of new technology to determine if this type of platform could prove to be beneficial for other types of Complementary and Integrative Health (CIH) modalities in the future.

4) CONTRACTOR RESPONSIBILITIES:

a) Contractor shall provide qualified and professional personnel for live, two-way interaction, virtual wellness services to Veterans and VAMC employees.

b) Contractor shall provide access to specific services tailored for Veterans.

c) Contractor shall provide access to all necessary services, modalities, and equipment to maintain full operation with no disruptions from the date of acceptance of contract

d) Contractor shall ensure all contract personnel have completed the following training courses provided by MEDVAMC prior to reporting for duty. Courses will be accessed via the internet. Certificates of completion shall be sent to the COR.

e) VA Privacy and Information Security Awareness and Rules of Behavior Privacy and HIPAA Training CPRS (Computerized Patient Record System; est. 4 hrs.) Contractor shall establish Standard Operating Procedure (SOP).

f) Contingency and safety procedures for addressing physical safety concerns of participants during live classes.

g) Operational procedures and website management structure. Procedures for gaining acceptance/access into website.

h) Supplies and equipment practices.

i) Quality assurance and quality control procedures. Contractor and project management procedures. GOVERNMENT RESPONSIBILITIES:

j) Government will provide MEDVAMC Veterans all necessary information for access to Contractor’s digital platform.

k) MEDVAMC will allow for coverage and access of all its Veterans.

l) All contractor personnel will be sponsored by an official VA Personal Identity Verification (PIV) sponsor in order to be issued a VA PIV credential for access to the VA network.

5) OTHER CONSIDERATIONS:

a) CONTRACTING OFFICER REPRESENTATIVE (COR): The Contracting Officer Representative shall be the technical point of contact for all service-related requirements.

The COR does not have authorization to change, alter, or remove any requirements stated in the Statement of Work. The Contracting Officer is the only government authorized person to change any resultant contract.

b) CONTRACTING OFFICER (CO): The Contracting Officer has the authority to enter, administer, and terminate contracts. The CO can make related determinations and findings on behalf of the Government. The CO is the only individual legally authorized to bind the

Government.

c) PLACE OF PERFORMANCE: Contractor’s website, MEDVAMC Veterans can access services anywhere with electronic devices (i.e. laptops, tablets, smartphones). Can access from personal electronic devices (i.e. smartphones, tablets, laptops) without need to go through the VA Network Digital, online platform, two-way video. Personal interaction.

i) No physical contact.

ii) No transportation required.

d) WORK HOURS: Various Hours (flexible). Two weekly 60-minute classes, one offered during business hours and one offered in early evening (ending by 8:00 pm).

e) PERIOD OF PERFORMANCE: The period of performance will be for a base year of twelve

(12) months and one (1) option year for a period of twelve (12) months in length.

i) Base Year: Period of twelve months which begins on the contract award date.

ii) Option Year 1: Period of twelve months immediately following the end of the base year.

f) INVOICE REQUIREMENT: Contractor shall submit yearly invoice with pre-printed company name. All invoices from Contractor shall be electronically in accordance with VAAR Clause

852.232-72 Electronic Submission of Payment Request.

i) Invoice Number and Date.

ii) Contract Number.

iii) Purchase Order/Obligation Number. Net Payment Due.

6) SECURITY REQUIREMENTS

Contract personnel will have access to VA information systems and sensitive information for the purpose of documenting patient participation in Tai Chi classes. Procedures for OIM/ Computer

Access are detailed below.

Access requirements to VA information systems by Contract personnel shall meet or exceed those requirements established for personnel as described in VHA Directives. A written and signed request for user access by VHA Management, or designee(s), constitutes management approval (sponsorship) to initiate a request for access to any sensitive automated information system. Access shall be granted to non-VA users only if the purpose for access meets criteria of the Privacy Act and VA Confidentiality regulations and transfer.

To obtain access, the contractor shall submit a written request with an original signature to the VA

Mental Health Care Line office fourteen (14) days prior to the initiation of scheduled Tai Chi classes.

MEDVAMC will provide the VA form, ADP Security Notice & Request for Access.

Contract personnel shall complete VetPro process, be fingerprinted, and Background Investigation forms submitted as part of the Background Investigation requirement.

Contract personnel will be required to sign-on before starting work under this contract and abide by the VA Computer Access Security Agreement and Confidentiality Agreement.

In the performance of official duties, the Contract personnel has regular access to printed and electronic files containing sensitive information, which shall be protected under the provisions of the Privacy Act of 1974, HIPAA, and other applicable laws and regulations. The employee is responsible for (1) protecting that information from unauthorized release or from loss, alteration or unauthorized deletion, and (2) following applicable regulations and instructions regarding access to computerized files, release of access codes, etc. and (3) completing mandatory education regarding privacy and security as required by VA.

Inappropriate usage of VA computer systems (as defined in the user access agreement) will constitute grounds for (at the least) terminating access for that person and (at the most) termination of the entire contract.

Inactive accounts for 90 days are automatically flagged by VistA and require action by OIT to remove the flag before the user can log back into the system. Accounts that are inactive for 6 months are “terminated.” If this occurs, one shall go through the process of requesting access as described above before access will be reinstated.

a) CONFIDENTIALITY/PRIVACY ACT: The Contractor understands and agrees that the information in the medical records of all patients is confidential. Strict confidentiality is to be maintained, Rules of Confidentiality expected to be conformed with are delineated in 38

U.S.C. 3301, 38 U.S.C. 4132, 5 U.S.C. 552(a) et.seq. The Contractor and its personnel shall be held liable in the event of breach of confidentiality. The Contractor is required to sign the attached BAA (Business Associates Agreement). Any person, who knowingly or willingly discloses confidential information from the authorizing VA Medical Centers, may be subject to fines.

b) SPECIAL CONTRACT REQUIREMENT: BACKGROUND INVESTIGATION: All contract employees who require access to the Department of Veterans Affairs computer systems shall be the subject of a background investigation and shall receive a favorable adjudication from the VA Office of Security and Law Enforcement prior to contract performance. This requirement is applicable to all subcontractor personnel requiring the same access. The contractor is responsible for obtaining the background investigation. If the investigation is not completed prior to the start date of the contract, the contractor will be responsible for the actions of those individuals they provide to perform work for VA.

• Position Sensitivity – The position sensitivity/risk level has been designated as Non-sensitive/Low Risk.

• Background investigation – The level of background investigation commensurate with the required level of access is Minimum.

• CONTRACTOR RESPONSIBILITIES

• The contractor shall bear the expense of obtaining background investigation commensurate with the required level of access of Minimum.

• The contractor shall prescreen all personnel requiring access to the computer systems to ensure they are able to read, write, speak and understand the English language

• The contractor, when notified of an unfavorable determination by the Government, shall withdraw the employee from consideration from working under the contract.

• Failure to comply with contractor personnel security requirements may result in termination of the contract for default.

B.5 IT CONTRACT SECURITY

VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY

1. GENERAL

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

2. ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

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

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

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.

c. 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.

d. 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 onsite inspections of contractor and subcontractor IT resources to ensure data security controls, separation of data and job duties, and destruction/media sanitization procedures are in compliance with VA directive requirements.

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

d. The contractor/subcontractor must receive, gather, store, back up, maintain, use, disclose and dispose of VA information only in compliance with the terms of the contract and applicable

Federal and VA information confidentiality and security laws, regulations and policies. If Federal or VA information confidentiality and security laws, regulations and policies become applicable to the VA information or information systems after execution of the contract, or if NIST issues or updates applicable FIPS or Special Publications (SP) after execution of this contract, the parties agree to negotiate in good faith to implement the information confidentiality and security laws, regulations and policies in this contract.

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

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

g. If a VHA contract is terminated for cause, the associated BAA must also be terminated and appropriate actions taken in accordance with VHA Handbook 1600.01, Business Associate

Agreements. Absent an agreement to use or disclose protected health information, there is no business associate relationship.

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

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

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

k. Notwithstanding the provision above, the contractor/subcontractor shall not release VA records protected by Title 38 U.S.C. 5705, confidentiality of medical quality assurance records and/or Title 38 U.S.C. 7332, confidentiality of certain health records pertaining to drug addiction, sickle cell anemia, alcoholism or alcohol abuse, or infection with human immunodeficiency virus.

If the contractor/subcontractor is in receipt of a court order or other requests for the above-mentioned information, that contractor/subcontractor shall immediately refer such court orders or other requests to the VA contracting officer for response.

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

4. INFORMATION SYSTEM DESIGN AND DEVELOPMENT:N/A

5. INFORMATION SYSTEM HOSTING, OPERATION, MAINTENANCE, OR USE:N\A

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

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.

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.

8. SECURITY CONTROLS COMPLIANCE TESTING

On a periodic basis, VA, including the Office of Inspector General, reserves the right to evaluate any or all of 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.

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 [to be defined by the VA program official and provided to the contracting officer for inclusion in the solicitation document - e.g., any role-based information security training required in accordance with NIST Special Publication 800-16, Information Technology Security Training Requirements.]

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.

d. Additional required training: TMS Course #10706-Privacy & Information Security Awareness

Training and TMS Course #10203-HIPAA & Privacy Training

(End of IT Contract Security)

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 shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the

Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The

Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the

Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r)…