S02 - Combined Synopsis 36C24824Q0129.docx

COMBINED SYNOPSIS/SOLICITATION RFQ 36C24824Q0129

Description This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR Subpart 12.6 in conjunction with Part 13, as supplemented with additional information included in this notice. This procurement is being conducted under Subpart 13.5 Simplified Procedures for Certain Commercial items. This announcement constitutes the only solicitation for this action. Quotes are being requested, and a written solicitation will not be issued.

This solicitation is issued as a Request for Quote (RFQ). This solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2023-04, effective 6/2/2023.

This solicitation is 100% set-aside to SDVOSB. The North American Industrial Classification System (NAICS) code for this procurement is 721110, Hotels (Except Casino Hotels) and Motels, with a small business size standard of $40 million.

The Network Contracting Office 8-RPO East intends to award a fixed priced contract, providing VISN Wide Lockout and Tagout Program for the VA Sunshine Healthcare Network (VISN 8) in accordance with the below Statement of Work (SOW) and attached Price Schedule.

This solicitation will use Comparative Evaluation. The award will be made to the offeror determined to be acceptable, price reasonable, and is determined to provide the best value to the government. All eligible offerors may submit quotes.

Responses shall be on all or none basis, no partial submissions will be accepted. Quote must be valid for 90 days. All offerors must be registered in System for Award Management (SAM) at https://www.sam.gov at time offers are due to be considered for an award of a federal contract. Registration must be complete and not missing elements such as representations and certifications. Also, if you are a Service-Disabled Veteran Owned Business (SDVOSB) or Veteran-Owned Small Business (VOSB) please be sure to be registered in Veteran Small Business Certification (VetCert) at Veteran Small Business Certification (sba.gov)

VENDOR QUESTIONS: All questions regarding this RFQ must be in writing and may be sent by e‐mail to angel.garay@va.gov Questions must be received no later than Wednesday, 12/27/2023 by 3:00 PM Eastern. No further questions will be accepted after that date and time.

ANSWERS TO VENDOR QUESTIONS: Answers to vendor questions will be posted no later than Wednesday, 1/3/2023 by 3:00 PM Eastern.

*QUOTE SUBMISSION: Offers are due on/or before Thursday 1/10/2024 by 3:30 PM Eastern. All quotes shall be sent by e‐mail “only” to the Contract Specialist Angel Garay at angel.garay@va.gov. The Government will award a Firm Fixed Priced (FFP) contract resulting from this RFQ to the responsible vendor whose quote using comparative analysis using evaluation factors and is the best value to the Government.

*Vendors are required to follow the “Instructions to Quoters” on pages 44 – 47 of this Synopsis/Solicitation RFQ.

Schedule of Services Warrior to Soulmate Retreat - LCHCC These services shall be on site at the C. W. Bill Young VAMC, Bay Pines, FL in accordance with the terms and conditions herein. Contractors shall quote prices for all the Contract Line- Item Numbers.

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

15 guestrooms for 2 consecutive nights (2 x 15 = 30) with parking included. April 2024 Retreat, IAW Performance Work (PWS)

POP: 02-01-2024 through 01-31-2025

Meals (food and beverages) - 6 meals per person IAW PWS. April 2024 Retreat.

Meeting room (Audio/Visual Support Package is included). April 2024 Retreat. IAW PWS

Laptop Computer for 3 days April 2024 Retreat

Service Charge for 3 days April 2024 Retreat

15 guestrooms for 2 consecutive nights (2 x 15 = 30) with parking included. June 2024 Retreat, IAW Performance Work (PWS)

Meeting room (Audio/Visual Support Package is included) June 2024 Retreat, IAW PWS

Meeting room (Audio/Visual Support Package is included)

June 2024 Retreat, IAW PWS

Laptop Computer for 3 days June 2024 Retreat, IAW PWS

Service Charge for 3 days June 2024 Retreat, IAW PWS

15 guestrooms for 2 consecutive nights (2 x 15 = 30) with parking included. April 2025 Retreat, IAW Performance Work (PWS).

POP: 02-01-2025 through 01-31-2026

Meals (food and beverages) - 6 meals per person IAW PWS. April 2025 Retreat.

Meeting room (Audio/Visual Support Package is included). April 2025 Retreat. IAW PWS

Laptop Computer for 3 days April 2025 Retreat

Service Charge for 3 days April 2025 Retreat

15 guestrooms for 2 consecutive nights (2 x 15 = 30) with parking included. June 2025 Retreat, IAW Performance Work (PWS)

Meeting room (Audio/Visual Support Package is included) June 2025 Retreat

Meeting room (Audio/Visual Support Package is included) June 2025 Retreat

Laptop Computer for 3 days June 2025 Retreat

Service Charge for 3 days June 2025 Retreat

15 guestrooms for 2 consecutive nights (2 x 15 = 30) with parking included. April 2026 Retreat, IAW Performance Work (PWS).

POP: 02-01-2026 through 01-31-2027

Meals (food and beverages) - 6 meals per person IAW PWS. April 2026 Retreat.

Meeting room (Audio/Visual Support Package is included). April 2026 Retreat. IAW PWS

Laptop Computer for 3 days April 2026 Retreat

Service Charge for 3 days April 2026 Retreat

15 guestrooms for 2 consecutive nights (2 x 15 = 30) with parking included. June 2026 Retreat, IAW Performance Work (PWS)

Meeting room (Audio/Visual Support Package is included) June 2026 Retreat, IAW PWS

Meeting room (Audio/Visual Support Package is included) June 2026 Retreat

Laptop Computer for 3 days June 2026 Retreat

Service Charge for 3 days June 2026 Retreat

15 guestrooms for 2 consecutive nights (2 x 15 = 30) with parking included. April 2027 Retreat, IAW Performance Work (PWS).

POP: 02-01-2027 through 01-31-2028

Meals (food and beverages) - 6 meals per person IAW PWS. April 2027 Retreat.

Meeting room (Audio/Visual Support Package is included). April 2027 Retreat. IAW PWS

Laptop Computer for 3 days April 2027 Retreat

Service Charge for 3 days April 2027 Retreat

15 guestrooms for 2 consecutive nights (2 x 15 = 30) with parking included. June 2027 Retreat, IAW Performance Work (PWS)

Meeting room (Audio/Visual Support Package is included) June 2027 Retreat

Meeting room (Audio/Visual Support Package is included) June 2026 Retreat

Laptop Computer for 3 days June 2027 Retreat

Service Charge for 3 days June 2027 Retreat

15 guestrooms for 2 consecutive nights (2 x 15 = 30) with parking included. April 2028 Retreat, IAW Performance Work (PWS).

POP: 02-01-2028 through 01-31-2029

Meals (food and beverages) - 6 meals per person IAW PWS. April 2028 Retreat.

Meeting room (Audio/Visual Support Package is included). April 2028 Retreat. IAW PWS

Laptop Computer for 3 days April 2028 Retreat

Service Charge for 3 days April 2028 Retreat

15 guestrooms for 2 consecutive nights (2 x 15 = 30) with parking included. June 2028 Retreat, IAW Performance Work (PWS)

Meeting room (Audio/Visual Support Package is included) June 2028 Retreat

Meeting room (Audio/Visual Support Package is included) June 2028 Retreat

Laptop Computer for 3 days June 2028 Retreat

Service Charge for 3 days June 2028 Retreat

B.2 DELIVERY SCHEDULE

0001-0010

1001-1010

01/31/2026

2001-2010

01/31/2027

3001-3010

01/31/2028

4001-4010

01/31/2029

Statement of Work Statement of Work

1. Title of Project: Hotel Services – Warrior 2 Soul Mate (W2SM) Couples Retreats – Lee County

2. Scope of Work: The contractor shall furnish all labor and services necessary for the Warrior to Soul Mate Retreat (Lee County), which will be held twice per year. The Government reserves the right to add additional events which will be scheduled by mutual agreement of both parties.

The contractor shall provide all management, administration, and labor necessary to ensure hotel accommodations, meals, conference space and training resources equipped for up to 30 participants (VA employees and contractors paying separate), and conference support in accordance with this Statement of Work. The event room will be fully equipped with necessary audio and video equipment in accordance with the Statement of Work (SOW).

The Period of Performance (POP) will be for a base plus four option year contract from 02/01/2024-01/31/2029 for the Lee County location. For ordering period Base, the FY24 for Lee County are retreat dates are estimates:

Lee County: Estimated Date of Events: April and June 2024 The award shall contain the schedule of the first event with the remaining events to be scheduled by mutual agreement of both parties at least 60 days in advance. The final number and list of attendees will be provided approximately 7 days prior to each event. The VA shall not be charged for same day cancellations (up to 4pm EST).

3. Place of Performance:

a. For the Lee County location, the Hotel and or Spa must be located within a 10-mile radius from Cape Coral or Fort Myers, Florida. The facility she be rated at three (3) diamonds or above on AAA Travel Guides .

4. Type of Contract: This shall be a Fixed-Price Requirements contract to provide commercial services for a Base Year and four (4) Option Years. The selected Contractor shall have a favorable record of past performance in providing the services described in the SOW and be familiar with the requirements related to the services.

5. Background Bay Pines VA Healthcare System has successfully held an annual Marriage and Relationship Health Training (often referred to as a Warrior to Soul Mate Program or Retreat) for Veterans and other eligible individuals since 2017. The retreat started as a pilot program and morphed into an annual occurrence after several successful events.

6. GENERAL REQUIREMENTS

Department of Veterans Affairs is seeking a contractor to provide hotel accommodations to support up to 15 Veterans/couples who will be participating in a Warrior to Soul Mate Couples Retreat. The Bay Pines VA will hold two retreats per year. Contractors must satisfy the government’s requirement for the retreat for Veterans and spouses suffering with marriage issues largely as a result of other mental health issues and stress. It must be a facility that will meet the requirements for lodging vacancies, meeting facilities, and local city amenities, including handicap accessibility. The Contractor shall provide daily use of activities to include the following: onsite fitness center, free parking, and in-room internet access. It must be a one-stop facility equipped to provide lodging, meals, and meeting space. The facility must be able to provide a pleasant and calming atmosphere conducive to the nature of the retreat.

a. The Facility must provide a large, clean, and relaxing conference space with approximately 75 x 80 feet to accommodate private break-out sessions, which conversation cannot be heard or understood between the separate couples. Intense grieving exercises are conducted where very private personnel information is communicated verbally between the couples. Due to medical needs 30 ergonomic chairs for disabled Veterans that cannot endure long sitting periods in hard conference chairs must be provided by the facility. These types of excesses are key components to the retreat and must be accommodated, adequately with a large conference area to allow for private secure conversations. Additionally, the retreat requires a formal dining area that is separate from the other hotel guests near the main conference space where the event is being hosted. Water, coffee, and tea shall be provided each day in the meeting room to accommodate the number of participants.

b. The Contractor must be able to provide conference center support with sufficient space and multimedia equipment.

c. The Contractor shall provide an all-inclusive meal plan (six [6] meals per person), for 30 individuals. The Contractor shall provide meals in a room separate from the meeting area with five to six tables to accommodate 30 guests. Late arriving guests will have their meals packaged and available upon arrival in the meeting space. All meals shall include choice of drink (non-alcoholic) as well as gluten-free, vegetarian, and non-vegetarian options. A sample menu will be provided by the hotel/resort at least two (2) weeks prior to the scheduled event, with the option to make last minute changes upon mutual agreement between both parties.

7. SPECIFIC MANDATORY TASKS AND ASSOCIATED DELIVERABLES

The Contractor shall be available for contact during normal business hours via telephone or email in order to help in trouble shooting of problems with conference support. The Contractor shall provide the following for each of the two retreats, with all incidental taxes and fees to be included in the awarded contract amount:

a. 15 guestrooms (2 nights).

b. 15 parking spots (2 nights).

c. Breakfast for 30 individuals (2 days).

d. Lunch Buffet for 30 individuals (2 days).

e. Dinner Buffet for 30 individuals (2 days).

f. AM coffee breaks for 30 individuals (2 days).

g. Meeting room (3 days) – separate from eating space.

h. LCD Support package (includes screen – no projector) (3 days).

i. Laptop Computer (3 days).

j. Laptop Audio Connection (3 days).

8. RESCHEDULING: The Contractor will not bill the government for vacant/unused rooms/banquet order should unforeseen circumstances arise such as unsafe weather conditions. In the case of severe weather conditions (i.e., tropical storm or hurricane), rescheduling by mutual agreement by both parties shall take place.

VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY LANGUAGE

VA INFORMATION CUSTODIAL LANGUAGE:

a. 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.

b. 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.

c. 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.

d. 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.

SECURITY INCIDENT INVESTIGATION:

a. The term “security incident” means an event that has, or could have, resulted in unauthorized access to, loss or damage to VA assets, or sensitive information, or an action that breaches VA security procedures. The contractor/subcontractor shall immediately notify the COR and simultaneously, the designated ISO and Privacy Officer for the contract of any known or suspected security/privacy incidents, or any unauthorized disclosure of sensitive information, including that contained in system(s) to which the contractor/subcontractor has access.

b. To the extent known by the contractor/subcontractor, the contractor/subcontractor’s notice to VA shall identify the information involved, the circumstances surrounding the incident (including to whom, how, when, and where the VA information or assets were placed at risk or compromised), and any other information that the contractor/subcontractor considers relevant.

c. With respect to unsecured protected health information, the business associate is deemed to have discovered a data breach when the business associate knew or should have known of a breach of such information. Upon discovery, the business associate must notify the covered entity of the breach. Notifications need to be made in accordance with the executed business associate agreement.

d. In instances of theft or break-in or other criminal activity, the contractor/subcontractor must concurrently report the incident to the appropriate law enforcement entity (or entities) of jurisdiction, including the VA OIG and Security and Law Enforcement. The contractor, its employees, and its subcontractors and their employees shall cooperate with VA and any law enforcement authority responsible for the investigation and prosecution of any possible criminal law violation(s) associated with any incident. The contractor/subcontractor shall cooperate with VA in any civil litigation to recover VA information, obtain monetary or other compensation from a third party for damages arising from any incident, or obtain injunctive relief against any third party arising from, or related to, the incident.

LIQUIDATED DAMAGES FOR DATA BREACH:

a. Consistent with the requirements of 38 U.S.C. §5725, a contract may require access to sensitive personal information. If so, the contractor is liable to VA for liquidated damages in the event of a data breach or privacy incident involving any SPI the contractor/subcontractor processes or maintains under this contract.

b. The contractor/subcontractor shall provide notice to VA of a “security incident” as set forth in the Security Incident Investigation section above. Upon such notification, VA must secure from a non-Department entity or the VA Office of Inspector General an independent risk analysis of the data breach to determine the level of risk associated with the data breach for the potential misuse of any sensitive personal information involved in the data breach. The term 'data breach' means the loss, theft, or other unauthorized access, or any access other than that incidental to the scope of employment, to data containing sensitive personal information, in electronic or printed form, that results in the potential compromise of the confidentiality or integrity of the data. Contractor shall fully cooperate with the entity performing the risk analysis. Failure to cooperate may be deemed a material breach and grounds for contract termination.

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.

P. ISO/PO Comments:

The following language from VA Handbook 6500.6 is required in this contract:

· Appendix C: #3a, b, c, d, e, f, j, k, #6a, b, d, #7(all), #9(all)

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.

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.

6. Security Incident Investigation:

a. The term “security incident” means an event that has, or could have, resulted in unauthorized access to, loss or damage to VA assets, or sensitive information, or an action that breaches VA security procedures. The contractor/subcontractor shall immediately notify the COTR and simultaneously, the designated ISO and Privacy Officer for the contract of any known or suspected security/privacy incidents, or any unauthorized disclosure of sensitive information, including that contained in system(s) to which the contractor/subcontractor has access.

b. To the extent known by the contractor/subcontractor, the contractor/subcontractor’s notice to VA shall identify the information involved, the circumstances surrounding the incident (including to whom, how, when, and where the VA information or assets were placed at risk or compromised), and any other information that the contractor/subcontractor considers relevant.

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 $______ 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 COTR a copy of the training certificates and certification of signing the Contractor Rules of Behavior for each applicable employee within 1 week of the initiation of the contract and annually thereafter, as required.

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

Contractors must complete training courses “VA Privacy and Information Security Awareness and Rules of Behavior” and “HIPAA and Privacy Training” on an annual basis.

Contractor is not storing data on behalf of VA.

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 amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

(End of Addendum to 52.212-4)

C.2 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 02-1-2024 through 1-31-2029.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract.