S02 - 36C26123Q0691.docx

36C26123Q0691

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

36C26123Q0691 06-22-2023

RICO JOHNSON

916-923-4513 07-21-2023

11:00 AM

PDT

612MCP

Department of Veterans Affairs Network Contracting Office (NCO 21) 5342 Dudley Blvd, Bldg 209 McClellan

CA 95652-2609

X

561421 $19 Million

N/A

Department of Veterans Affairs VA Palo Alto Healthcare System VA Central California (Fresno) VA San Francisco

612MCP

Department of Veterans Affairs Network Contracting Office (NCO 21) 3230 Peacekeeper Way, Bldg. 209 McClellan CA 95652-1012

FMS VA-9(101) Financial Services Center

PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page

TELEPHONE OPERATOR SERVICES FOR VA PALO ALTO

HEALTHCARE SYSTEM, VA CENTRAL CALIFORNIA (FRESNO), AND

VA SAN FRANCISO CALIFORNIA

Base Year: October 1, 2023 through September 30, 2024 Option Year 1: October 1, 2024 through September 30, 2025 Option Year 2: October 1, 2025 through September 30, 2026

SDVOSB SET ASIDE

Offerors must be registered and "Verified" as an SDVOSB concern in https://veterans.certify.sba.gov/ on the date quotes are due and at time of award.

Offerors shall follow the submission instructions specified in FAR Provisions 52.212-1 and 52.212-2, and their addendums included in this solicitation. Failure to follow the instructions will result in an unfavorable evaluation and may not be considered for award.

All questions must be emailed to rico.johnson@va.gov no later than five business days prior to the quote due date.

See CONTINUATION Page

RICO JOHNSON

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 36C261

Network Contracting Office (NCO 21) 5342 Dudley Blvd, Bldg 209 McClellan

CA 95652-2609

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.

All invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests. VA's Electronic Invoice Presentment and Payment System - The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website:

http://www.tungsten-network.com/US/en/veterans-affairs/ to register and begin submitting electronic invoices, free of charge. The Department of Veterans Affairs Tungsten Number is: AAA544240062 (this allows you to file invoices online for free.)

More information on the VA Financial Services Center is available at: http://www.fsc.va.gov/einvoice.asp.

Vendor e-Invoice Set-Up Information:

If you have questions about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

• Tungsten e-Invoice Setup Information: 1-877-489-6135

• Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

• FSC e-Invoice Contact Information: 1-877-353-9791

• FSC e-invoice email: vafsccshd@va.gov

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

FILL OUT PRICE SCHEDULE – ATTACHMENT 1

Performance Work Statement Telephone Operator / Switchboard Services VA Palo Alto, Central California, and San Francisco Health Care Systems Section 1: General Information

1.1 General: This is a non-personal services contract to provide telephone operator / switchboard services for the VA Palo Alto. Central California, and San Francisco Health Care Systems. The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn is responsible to the Government.

1.2 Period of Performance:

1.3 Place of Performance:

Palo Alto

3801 Miranda Ave Palo Alto, CA 94304

13 Operators Central California

2615 E. Clinton Ave Fresno, CA 93703

9 Operators San Francisco

4150 Clement Street San Francisco, CA 94121

9 Operators

1.4 Hours of Operation: Normal hours of operation are 24 hours a day, seven days a week, including holidays.

1.5 Type of Contract: The government will award a Firm Fixed Price contract.

1.6 Invoicing: All invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

More information on the VA Financial Services Center is available at http://www.fsc.va.gov/einvoice.asp.

Vendor e-Invoice Set-Up Information:

Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

· Tungsten e-Invoice Setup Information: 1-877-489-6135

· Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

· FSC e-Invoice Contact Information: 1-877-353-9791

· FSC e-invoice email: vafsccshd@va.gov Section 2: Definitions & Acronyms

2.1 Definitions:

Contractor. A supplier or vendor awarded a contract to provide specific supplies or service to the government. The term used in this contract refers to the prime.

Subcontractor. One that enters into a contract with a prime contractor. The Government does not have privity of contract with the subcontractor.

Work Day. The number of hours per day the Contractor provides services in accordance with the contract.

Work Week. Monday through Friday, unless specified otherwise.

2.2 Acronyms:

Section 3: Government Furnished Property, Equipment, and Services

3.1 The Government will provide the facilities, all-necessary equipment, furnishings and materials to perform the required services. The Contractor shall provide materials particular to the operation of the Contractor's business.

3.2 The Government will furnish all or make available facilities for the Contractor. Facilities have been inspected for compliance with the Occupational Safety and Health Act (OSHA). No hazards have been identified for which work areas have been established. The fact that no such conditions have been identified does not warrant or guarantee that no possible hazards exist, or that work area procedures will not be necessary or that the facilities as furnished will be adequate to meet the responsibilities of the Contractor. Compliance with the Occupational Safety and Health Act and other applicable laws and regulations for the protection of employee is exclusively the obligation of the Contractor and the Government will assume no liability or responsibility for the Contractor's compliance or noncompliance with such responsibilities, with the following exception, if OSHA hazards arc found in the Government- furnished facility, the Government developed and approved plans of abatement, taking into account safety and health priorities. A higher priority of correction will not be assigned to the facilities provided hereunder merely because of this contracting initiative. Prior to any modification of the facilities performed by the contractor, the Contractor must notify the Contracting Officer and provide documentation describing in detail the modification requested. No alteration to the facilities shall be made without specific written permission from the Contracting Officer; however, in the case of alterations necessary for OSHA compliance, such permission shall not be unreasonable withheld. The Contractor shall return the facilities to the Government in the same condition as received, fair wear and tear and approved modifications expected. These facilities shall be used for performance of this contract only.

3.3 The Contracting Officer. Contracting Officer’s Representative (COR) and the Contractor shall inventory equipment and materials at the beginning and end of the contract. All shall jointly sign the inventory. A copy of the inventory list will be provided to Contractor. The following shall he determined:

· Working condition of equipment.

· Items beyond fair wear and tear.

· Items designated for replacement.

3.4 The Contractor shall notify the COR of any defective Government equipment immediately. The COR shall be responsible for assuring replacement of the defective equipment.

3.5 The Contractor shall be liable for damage to equipment and furnishings caused by the negligence of the Contractor. Equipment and furnishings damaged through normal wear and tear, and acts of God, shall not be the responsibility of the Contractor.

3.6 Equipment damaged by the Contractor shall be replaced by the Contractor not exceeding the actual cost of repair or replacement as appropriate, within 30 calendar days or sooner, which is dependent upon the critical value.

3.7 Equipment or furnishings damaged by Contractor's personnel and not replaced or repaired by the Contractor, as appropriate, shall be replaced or repaired by VA and charged to the Contractor.

3.8 Discrepancy reports regarding damaged property shall be prepared by the COR and submitted to the Contracting Officer for determination.

3.9 VA-owned equipment is subject to change and additional equipment may be implemented. Contract personnel shall be provided training on any new equipment.

3.10 Government Furnished Services: The Government will provide the following services at the contract site:

A. Telephone Services. The Government will provide one telephone instrument for the Contractor's use in conducting contract-related business.

B. Utilities. The Government will provide electricity, water, sewage and heating for the space to be occupied or used by the Contractor.

C. Space. The Government will provide the space to be utilized by the Contractor in providing contract-related services.

D. Custodial Services. The Government will provide custodial services consisting of the emptying of waste receptacles and ashtrays, the sweeping of floors and the replenishment of washroom supplies as needed. Will also provide routine cleaning as established by environmental Management Service policy.

E. Disposition of Property. The Government will give disposition instructions for item beyond repair in those cases concerning Government furnished equipment and furnishings.

F. Insect and Rodent Control. The government will provide the personnel, supplies and materials required for the elimination or control of insects and rodents.

G. Parking. The Government will not make special provisions for Contract personnel parking.

1) Vehicles will park only in designated areas. No parking areas, reserved parking and fire lanes are indicated by signs and appropriate curb markings.

2) Speed limit on the ground is 10 miles per hour, unless otherwise posted. Speed limit may be reduced depending upon weather conditions that may prevail.

3) Double parking, blocking crosswalks, parking at loading docks, parking within 15 feet of a fire hydrant and parking in fire lanes is prohibited.

4) Pedestrians have the right of way over all vehicles in all areas on VA facility grounds.

5) Parked vehicles should have the ignition key removed, windows closed, and doors locked for protection of vehicle and its contents against theft.

6) Every effort will be made to protect vehicles and their contents, while parked on VA facility grounds; however, VA assumes no liability for loss from, or damage to privately/owned vehicles and contents.

7) Parking is permitted only in those areas designated and lined for parking. Vehicles found in other area will be ticketed.

Section 4: Contractor Furnished Items and Services The Contractor shall provide all equipment, supplies, management, supervision, personnel, and transportation except as specified herein as government-furnished, necessary to assure that all services are in accordance with the contract and all applicable laws and regulations. The contractor shall ensure all work meets performance standards specified in this Performance Work Statement (PWS) and referenced documents.

Section 5: Specific Tasks

5.1 The operators shall operate Cisco Finesse System phones, Digital paging system which is covered by the Stanford University Paging System, and land lines for code calls.

5.2 Telephone/S14itehboard Operators' Tasks.

A. Answer and process all incoming calls.

1) Answer incoming calls politely, efficiently and in a friendly manner, even during heavy workload and crises periods. Calls shall he answered in priority order.

2) Incoming calls shall be routed appropriately throughout the facility.

3) Receive collect calls, only if authorized and obtain and record time and charges.

4) Responsible for immediate, professional responses to and recording the following: emergency alarms, codes, bomb threats, fires and disasters. They shall also be required to receive and transmit over two-way radios.

5) Follow instruction if a bomb threat is received. Written procedures and formats for this type of reporting are currently established in the telephone office.

6) Responsible for ensuring that no unauthorized long-distance calls are made and no unauthorized collect calls are accepted.

7) Shall utilize the facility radio, overhead paging, pocket paging, and code-paging systems as required.

B. Assist in placing various types of outgoing calls and coordinating and patching through one or more stations when necessary.

1) Assist facility staff and patients, when necessary, in placing calls. Calls shall include, but are not limited to, commercial and Federal Telecommunication Systems (FTS) calls.

2) Politely, efficiently and in a friendly manner explain to users why calls cannot be completed as requested, if and when a situation of this type arises.

C. Reporting Telephone Equipment Malfunctions:

1) Maintain a log of all telephone equipment malfunctions and/or complaints regarding telephone service.

2) Upon request of callers, verify telephone equipment malfunctions and report them to Information Resources Management Service (IRMS)

5.3 Work shall he performed twenty-four (24) hours a day, seven (7) days a week, fifty-two (52) weeks a year, including all holidays. The shifts may include days, evenings and nights. The Contractor is responsible to provide coverage appropriate for the workload with the concurrence of the using service and final concurrence of the Contracting Officer.

5.4 Work includes coverage of the following equipment: Cisco Finesse System phones, land lines, fax machine and audio, radio, visual and pocket paging systems, and reporting and recording trouble calls and moves, adds and changes.

5.5 In accordance with the Service Contract Act, the Contractor is required to pay personnel under these contract overtime rates for overtime worked at the rates listed in the price schedule.

5.6 Contract personnel shall index patient/employee locations via computer terminal; and operate emergency equipment pertinent to patient, alarms, police, fires and disasters.

5.7 All incoming calls both internal and external shall be answered within three (3) rings.

5.8 A Performance Evaluation Meeting will be held once a month to discuss and resolve any deficiencies to the contract. Other concerns of either the COR, CO or the Contractor will also be discussed during these meetings. This will be done on the regularly scheduled meetings with the Project Manager.

5.9 Personnel Qualifications and Requirements.

A. All Contract personnel shall receive training in VA procedures and policies. No contract personnel shall be assigned to work under the contract until initial orientation and training are completed. Contractor's training cost will be included in the proposed prices and will not be separately reimbursed.

B. Contract personnel shall wear comfortable clothes appropriate for an office environment.

C. All Contract personnel shall be required to wear an identification badge provided by VA.

D. Personnel rosters shall be provided to the Contracting Officer. Personnel not shown on the roster as regulars or alternates shall not be permitted to work at VA facility. A copy of the roster shall be provided to VA Police Service.

E. Contract personnel shall have automobile liability insurance in order to drive or park at VA facility.

5.10 Contractor's Responsibilities.

A. Contract personnel shall become familiar with the functions of the different services within the facility. With this knowledge, determine the area within the campus when the caller does not know the telephone extension.

B. Contractor shall at all times, including periods of excessively heavy workload and during absences of contract personnel, provide adequate coverage wherein telephone service is not impeded.

C. Contractor should also provide the following:

1) Providing training to subordinate employee.

2) Supervise audits and surveys of telephone instruments and supplies.

3) Supervise maintenance of various alarm systems.

4) Prepare duty and vacation schedules.

5) Planning the daily activities of the unit personnel.

6) Prepare and submit various reports.

a) Incident reports (i.e. failure to act promptly to notify code blue team or failure to follow emergency procedures) as well as caller's complaints.

7) Provide liaison between this facility and the Telephone Company

8) Check work assignments.

9) Correct deficiencies.

10) Maintain discipline within the area.

D. The Contractor shall provide a comprehensive plan detailing continuity of telephone services during contractor employee outages. The plan shall detail how the contractor plans to deal with inclement weather or other problems that would impede telephone services.

E. The Contractor shall provide a comprehensive plan describing a methodology for providing this service when the volume exceeds 20% of the telephone workload that is normally received.

F. The Contractor shall ensure that Contract personnel comply with the Privacy Act and the Freedom of Information Act.

G. The Contractor shall ensure that regulations, manuals, telephone and FTS directories and other communications guidelines are kept updated as often as changes are made.

5.11 Insurance and Employee Benefits Requirements. Contractor shall be responsible for protecting the personnel furnishing services under this contract. The Contractor shall provide the following coverage for its personnel:

A. Workers' compensation B. Liability Insurance C. Income tax withholding D. Social Security withholding E. Health Benefits F. Vacation and holiday

5.12 Manuals — Policies Procedures and Regulations.

A. Documents applicable to this Performance Work Statement are listed below. These documents are mandatory. At the start of this contract, the Government shall provide one copy of all mandatory regulations, manuals and specifications listed below to the Contractor. Supplements and amendments shall be updated by VA and a copy will be provided to Contractor for filling to appropriate procedures manual. The policies and procedures of mandatory directives shall be adhered to at all times. It is the Contractor's responsibility to ensure that all mandatory publications are posted and up to date. The manual shall be available to the COR for inspection at any time.

1) Facility Policies concerning Fire and Safety Programs (GOCO only)

2) Facility Policy concerning Disaster Plan

3) Local Medical Center Policies (such as MP-3, Part 3, CFR 29 & Medical Center Memos) Standard Operating Procedures Handbook

4) Federal, State and Local Safety and Fire Regulations (Such as national Fire Codes) Privacy Act

5) Freedom of Information Act

5.13 Fire and Safety Prevention. Government-Owned Contractor Operated (GOCO) only.

A. In the performance of this contract, the Contractor shall take all fire and safety precautions as not to endanger the lives and health of occupants of the building.

B. Fire and Safety deficiencies created by contract personnel shall be corrected immediately.

C. Contract personnel shall comply with applicable Federal, State, local and VA fire and safety regulations and codes. The contractor shall keep abreast of and comply with changes in these regulations and codes applicable to the contract.

5.14 Performance Requirements Summary Table

Answer and process incoming calls See 5.2 (a) of PWS Answer incoming. Calls shall he answered in priority order. Incoming calls shall be routed appropriately throughout the facility.

Immediate, professional responses to and recording the following: emergency alarms, codes, bomb threats, fires and disasters. They shall also be required to receive and transmit over two-way radios.

Periodic surveillance by the COR

Outgoing calls, coordination and patching through stations See 5.2 (b) of PWS Assist facility staff and patients, when necessary, in placing calls. Calls shall include, but are not limited to, commercial and Federal Telecommunication Systems (FTS) calls.

Politely, efficiently and in a friendly manner explain to users why calls cannot be completed as requested, if and when a situation of this type arises Periodic surveillance by the COR

Reporting Telephone Equipment Malfunctions See 5.2 (c) of PWS

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

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

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

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

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

3. VA INFORMATION CUSTODIAL LANGUAGE

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

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

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

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

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

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

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

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

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

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

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

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

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

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 [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.

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

(i) Remit the overpayment…