36C24624Q0676.docx

36C24624Q0676

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

483-24-1-6405-0005 36C24624Q0676 04-10-2024 Tiara White 757-251-5762 04-10-2024

10AM

EDT

Department of Veterans Affairs Network Contracting Office 6 100 Emancipation Drive Hampton

VA

23667 X 611430 $15 Million N/A X Department of Veterans Affairs VISN 6 Mid Atlantic Healthcare Network 3518 Westgate Drive, Suite 200 Durham

NC

27707 Department of Veterans Affairs Network Contracting Office 6 100 Emancipation Drive Hampton

VA

23667

Department of Veterans Affairs Financial Services Center

PO BOX 149971

Austin

TX

78714-9971 512-460-5049 512-460-5221 x See CONTINUATION Page Brand Name Only Crucial Conversations Full Catalogue Materials and Trainings Period of Performance:

Base Year: 04/16/2024 - 04/15/2025 Option Year 1: 04/16/2025 - 04/15/2026 Option Year 2: 04/16/2026 - 04/15/2027 Option Year 3: 04/16/2027 - 04/15/2028 Option Year 4: 04/16/2028 - 04/15/2029 All Offerors shall be registered and current in the System for Award Management (SAM) database at time of offer submission and maintain active registration until contract award, completion of performance, and final payment.

See attached Price/Cost Schedule in Section B.2 for item description and quantity; and complete all requirements as directed in Section E. Please reference RFQ 36C24624Q0676.

$0.00 See CONTINUATION Page X X Cherisse Hall 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 36C246 Cherisse Hall

Department of Veterans Affairs Network Contracting Office 6 100 Emancipation Drive Hampton VA 23667

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.

VA Financial Service Center (FSC) Electronic Invoice Presentment and Payment System https://www.fsc.va.gov/einvoice.asp ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

PERFORMANCE WORK STATEMENT (PWS)

CRUCIAL LEARNING

1. INTRODUCTION

The goal of Veterans Health Administration (VHA) is to create clear, sustainable, and repeatable training practices, both internally and externally, by utilizing the training products listed in this document.

These training products shall focus on various techniques regarding how to conduct crucial conversations in a positive space, particularly when the topics of discussion are intense and emotionally charged discussions. The outcomes will provide valuable tools for VISN 6 employees to conduct conversations with Veterans and other internal VHA employees.

2. SCOPE

The Contractor shall provide all resources necessary including supervision, management, equipment, labor, and material, for all deliverables described herein, except as otherwise specified below.

3. PLACE OF PERFORMANCE

Upon request of the COR, Contractor facilitation support will be conducted in-person and/ or virtually. All other work will be conducted by trained VHA employees on site and via virtual means.

4. HOURS OF OPERATION

The business hours of operation are Monday through Friday, 8:00 AM to 4:30 PM excluding federal holidays. Any work at the Government site shall not take place on Federal holidays or weekends unless directed by the Contracting Officer (CO).

There are ten (11) Federal holidays set by law (USC Title 5 Section 6103) that VA follows:

Martin Luther King's Birthday Third Monday in January

If any of the above falls on a Saturday, then Friday shall be observed as a holiday.

Similarly, if one falls on a Sunday, then Monday shall be observed as a holiday.

4.1 CONTRACT TYPE:

This contract shall be a firm fixed price contract.

5.0 Travel:

No general and administrative (G&A) or overhead shall be allowed unless indicated so in the price schedule. Travel within a 50-mile radius of the contractor’s facility and government locations are considered “local travel” and will not be reimbursed. Travel to and from work is consider the cost of doing business and shall not be reimbursed.

6. TASK STATEMENT- Crucial Conversations Participants Kits (guides with CD’s and/or hyperlinks that are used in training):

6.1 The Contractor shall provide: 300 unique users with unlimited access to their course catalog that provides trainings that range from short five minute trainings to multiple day trainings; 142 participant kits with the ability to purchase additional kits as needed to meet the demands of VISN 6 Education Service and 4 Crucial Learning Instructor-led courses as determined by the VISN 6 Education Service (expert facilitation of the contractors content, reinforcement coaching, and skill building); which are for face-to-face (F2F) and/or by virtual means.

6.2 Contractor facilitation support shall be provided to those organizations requiring TrainThe- Trainer (TTT) support via face-to-face (F2F) or virtually. The Contractor shall:

a. Real Life Examples of communication successes and failures for clinical and nonclinical employees

b. Guided Practice Exercises - Objectives should emphasize: Moments in time where conversations become "crucial" and realizes failure to step up to them can damage relationships and organizational results

c. The results of failing to address difficult issues and interventions

d. Understand the psychological and physiological process that occurs during a stress response and uses this information to manage difficult conversations

e. Identifies ways individuals choose to avoid or sidestep difficult conversations and interventions to correct this behavior

f. Understand your own response to stress and strategies to overcome

g. Demonstrate the ability to obtain mutual respect, mutual purpose, and dialogue skills that minimize defensiveness

h. Create an action plan that ensures follow up and accountability following a difficult conversation with infusion of High Reliability

i. Must have a basis in psychological safety up to and including having psychological safety as a thread through the entire course

j. Materials must allow some editing or have customization available to address healthcare scenarios and/or VA specific content

k. Provide interactive Instructor Training through Webinar or face to face

l. Ongoing Instructor Coaching through interactive courses

m. Material Updates: Materials must be compatible & functional to use with VA Learning Platforms and systems such as the VA Talent Management System (TMS) & within VA regulations for acceptable access.

6.3 Program and Certification course to Train the Trainer

a. Access to a Program and Certification course to Train the Trainer (each course shall not exceed 5 days)

b. The course provides participants who have completed previous Crucial Conversation participant course with the ability to become trainers for Crucial Conversation content to include Crucial Conversations for Mastering Dialogue (healthcare), For Accountability, & the Power of Habit (offered by Crucial Learning Healthcare.

c. Certified Trainer (CT) Support to include certifications done through a Program and Certification course (Virtually)– Currently all programs and certifications are virtual.

Face to Face Programs will be determined by VISN 6 Education Service and pending VISN6 funding.

d. At certification, all participants will be given all of the materials that they need as a trainer to conduct the Crucial learning training onsite.

e. CTs have access to support and resources to assist them in the facilitation of programs.

f. CTs have access to an Account Manager and Client Support Specialist to answer questions and give assistance when needed.

g. CTs have access to vendor Certified Trainers for support.

h. CTs will be notified and provided with updated materials as they become available.

6.4 REQUIREMENTS FOR COURSE MODALITIES AND FEATURES

On Demand, Online Courses

a. These shall be hosted on the contractor site and be online, asynchronous, and on demand for self-directed, independent learning by the student.

b. Shall include a wide variety of courses for leadership and personal development with various durations, including a substantial number that are less than 30 minutes in Contractor facilitation support shall be provided to those organizations requiring support via face-to-face (F2F) or virtually.

c. The Contractor shall provide all required services at time of contract award or within 30 days for services that require scheduling, with no delays due to development.

d. Be able to offer each enrolled student all the course content at one basic per student fee. Once a student is enrolled in the contractors’ program, they must be able to use all the educational modalities in the program.

e. Prepare VHA instructors to teach courses and certify them to use the product, as Instructor-led courses will be taught by VA staff.

f. Provide VHA instructors the ability to purchase, via credit card or purchase order, course materials as independent purchases after the 12-month subscription ends.

g. Ensure online, self-directed courses be on-demand for 24 hours/7 days a week during the contract period to allow personnel to access content in alignment with the 24/7 schedule of a healthcare facility and as appropriate within their respective shift.

h. Provide an online tracking and reporting system that provides reports on what online courses have been completed by each learner.

i. Allow VISN 6 Education Service and its Designated Learning Officers (DLO)s to have the ability to enroll students into the contractor’s program directly to allow them access to material.

j. Ensure courses are sorted by the competencies so that instructors can determine which courses address which competencies.

k. Provide suggested curricula of courses that can be taught together for students to learn a specific competency. For instance, a curriculum for a competency might include developmental assessments, on-demand online courses, instructor-led virtual courses, and instructor-led in-person courses that work together to teach a competency. This will allow instructors to use “ready-made” curriculum packages of different learning products without having to research what courses work together for a competency.

l. Provide consulting services/vendor support on how to use the educational products and technical support for problems that may arise for administrators, instructors, and students.

m. Ensure courses shall be based on adult learning principles, with heavy emphasis on student participation and active learning exercises.

n. Ensure courses include real-life examples to illustrate points. Any videos must teach principles, give real-life examples of concepts at work, and demonstrate how to implement the skills.

o. Allow the students and instructors to print their own handouts, workbooks, guides, and other materials required for the class.

p. Provide an option to purchase, via credit card, copies of ready-made handouts, workbooks, guides, and other materials required for the class when those are more feasible than printing our own.

q. Provide a comprehensive instructor guide and lesson plans that explain how to teach the course(s), gives timings for durations, provides an instructor script, and offers pictures of the slides that follow along with what is being taught in the lesson plan.

r. Ensure videos for instructor-led courses have at least 3 ways to access them:

· Embedded videos in course PowerPoint slides

· Online access to video files.

· One set of DVDs for instructors to share when the other methods are not feasible.

s. Provide monthly usage and completion reports the first Friday of each month outlining the following elements for the month prior:

· volume of participant access per VISN

· frequently completed content

· volume of administrative support

· frequently asked questions and requests

· additional service requests

· VA instructor-led facilitation volume

t. Lead quarterly and annual business reviews to review components of the monthly report, ensure alignment to strategy, highlight success and coordinate response to emerging issues and needs.

u. Build a business case to share with executives at the VISN and enterprise levels. At a minimum the business shall include:

v. Quarterly level 1-4 evaluation of user groups

w. Quarterly customer satisfaction metrics

7.0 DELIVERY SCHEDULE

a. promote micro-learning for busy students and will allow us to tie self-directed learning to instructor-led courses.

b. Students shall have unlimited access to these courses during the contract period.

c. The contractor’s system shall provide reports on course completions.

d. Student shall have the ability to print job aids or handouts related to the concepts taught.

8.0 Instructor-led, Virtual Courses (Web-based)

a. Contractor must include all the materials, PowerPoint slides, handouts, workbooks, videos, polls, chat rooms, white boards, lesson plans, and any other instructional items required by the course on a pre-loaded virtual, online, instructor-led learning platform hosted on the contractor’s web site. An example would be a pre-loaded class on Adobe Connect that the virtual instructor would use to teach the course to virtual students.

b. Shall include course facilitation features that allow the instructor to move from each section of the course seamlessly, with slides, videos, and interactive activities, etc. moving automatically with each section.

c. Each virtual course shall use good adult-learning principles, including interactive activities and exercises that keep the student engaged with the instructor during the course and reduce distractions and student multi-tasking on non-course tasks. For most class activities, the instructor shall be able to determine who has submitted an activity during class so that they call on the student by name.

d. The Contractor shall host the virtual classrooms and provide a web link that the student and instructor can use to access it.

e. VA will provide phone numbers for the audio portion of the course. Shall include versions that run from2 – 8 hours in duration.

9.0 Instructor-led, In-person Courses

a. Contractor shall provide all the materials, slides, handouts, workbooks, videos, polls, chat rooms, white boards, instructor guides, lesson plans, and any other instructional items required by the course to be taught in-person.

b. Shall include optional durations for courses with fully functioning lesson plans for each length. The greatest need is for 1-day versions.

c. Each course shall use good adult-learning principles, including interactive activities and exercises.

10. Certification for Instructors (Facilitators) & assessments

a. Shall provide on demand, asynchronous online certification for instructors on all the courses offered by contractor.

b. Online certification should include video examples of instructors teaching the course.

c. Instructors shall be able to teach all the courses offered by the contractor on which they are certified on an unlimited basis during the contract period.

d. Developmental Assessments: Contractor shall provide online, on demand, developmental assessments that allow student to assess how well they are applying the course concepts.

These must be available to take before and after the courses to measure progress and allow instructors to use the results during class.

e. Information Technology (IT) requirement-- All software provided within this contract shall be hosted on a non-VA external site.

f. All software provided within this contract cannot require use of social security numbers as an identifier.

· All software provided within this contract shall be compatible with VA firewall.

· All software provided within this contract shall be compatible with VA systems.

· All on demand training and web-based training must be 508 compliant.

· Implementation Support: The contractor shall provide implementation support to work with the VHA client to:

· Serve as Lead Administrator for the web-based architecture of the course catalog.

· Identify clear, measurable success criteria at all levels of engagement.

· Map competencies specific to outcomes in alignment with VA’s strategic plan, All Employee Survey (AES) and priorities.

· Provide templates and support for implementation to include learning journeys aligned to career path. For example, nurse managers, clinicians, voluntary service managers, etc.

· Help orient facilitators to the platform and virtual certification.

· Support completion of aforementioned monthly reporting outlining usage and value.

Materials shall be “Brand Name” to Crucial Conversations for Mastering Dialogue (healthcare), For Accountability, & the Power of Habit (offered by Crucial Learning (formally VitalSmarts LC)) participant material kits and include at a minimum the following salient characteristics for the following deliverables:

11. See the list of required items (brand name) as described in the table below:

Locations:

depends on office requesting training. At this time, these are estimates and may be adjusted at award

Locations:

depends on office requesting

usage Based on user completion

Unique Users Based upon customer timelines.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Crucial Learning " Course Materials" 142 Hard copy/Digital kits Contract Period: Base POP Begin: 04-16-2024 POP End: 04-15-2025 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training PRODUCT/SERVICE CODE: U006 - Education/Training - Vocational/Technical

(4 ) Master Trainer and Producers for Virtual Cruical Learning Programs Contract Period: Base POP Begin: 04-16-2024 POP End: 04-15-2025

Crucial Learning " Course Materials" 142 Hard copy/Digital kits Contract Period: Option 1 POP Begin: 04-16-2025 POP End: 04-15-2026

(4 ) Master Trainer and Producers for Virtual Cruical Learning Programs Contract Period: Option 1 POP Begin: 04-16-2025 POP End: 04-15-2026

Crucial Learning " Course Materials" 142 Hard copy/Digital kits Contract Period: Option 2 POP Begin: 04-16-2026 POP End: 04-15-2027

(4 ) Master Trainer and Producers for Virtual Cruical Learning Programs Contract Period: Option 2 POP Begin: 04-16-2026 POP End: 04-15-2027

Crucial Learning " Course Materials" 142 Hard copy/Digital kits Contract Period: Option 3 POP Begin: 04-16-2027 POP End: 04-15-2028

(4 ) Master Trainer and Producers for Virtual Cruical Learning Programs Contract Period: Option 3 POP Begin: 04-16-2027 POP End: 04-15-2028

In-Person Course Material - Crucial Conversations for Mastering Dialogue Healthcare, 142 Hard copy/Digital kits Contract Period: Option 4 POP Begin: 04-16-2028 POP End: 04-15-2029

(4 ) Master Trainer and Producers for Virtual Cruical Learning Programs Contract Period: Option 4 POP Begin: 04-16-2028 POP End: 04-15-2029

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SECTION C - CONTRACT CLAUSES

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:

C.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

C.2 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 60 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.3 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

C.4 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.5 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause) C.6 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2023) (DEVIATION) (JAN 2024)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[] (4) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

[X] (5) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (6) [Reserved] [] (7) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (9) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[] (10) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) (Pub. L. 115–390, title II).

[X] (11)(i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders— Prohibition. (DEC 2023) (Pub. L. 115–390, title II).

[] (ii) Alternate I (DEC 2023) of 52.204–30.

[X] (12) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

[] (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

[] (14) [Reserved] [] (15) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

[X] (16) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (17) [Reserved] [] (18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (19)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[] (20) 52.219-8, Utilization of Small Business Concerns (SEP 2023) (15 U.S.C. 637(d)(2) and (3)).

[] (21)(i) 52.219–9, Small Business Subcontracting Plan (SEP 2023) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JUN 2020) of 52.219–9.

[] (v) Alternate IV (SEP 2023) of 52.219–9.

[] (22)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

[] (ii) Alternate I (MAR 2020) of 52.219-13.

[] (23) 52.219–14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

[] (24) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

[] (25) 52.219–27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT 2022) (15 U.S.C. 657f).

[X] (26) (i) 52.219–28, Post-Award Small Business Program Rerepresentation (SEP 2023) (15 U.S.C. 632(a)(2)).

[] (ii) Alternate I (MAR 2020) of 52.219–28.

[] (27) 52.219–29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (OCT 2022) (15 U.S.C. 637(m)).

[] (28) 52.219–30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (OCT 2022) (15 U.S.C. 637(m)).

[] (29) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

[] (30) l(26) 52.219–33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

[X] (31) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[] (32) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (NOV 2023) (DEVIATION) (JAN 2024) (E.O. 13126).

[X] (33) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (34)(i) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

[] (ii) Alternate I (FEB 1999) of 52.222-26.

[] (35)(i) 52.222–35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

[] (ii) Alternate I (JUL 2014) of 52.222-35.

[X] (36)(i) 52.222–36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

[] (ii) Alternate I (JUL 2014) of 52.222-36.

[] (37) 52.222–37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

[] (38) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (39)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

[] (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

[] (40) 52.222-54, Employment Eligibility Verification (MAY 2022). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

[] (41)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (MAY 2008) (42 U.S.C.6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[] (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[] (42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

[] (43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

[] (44)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

[] (ii) Alternate I (OCT 2015) of 52.223-13.

[] (45)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

[] (ii) Alternate I (JUN 2014) of 52.223-14.

[] (46) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C. 8259b).

[] (47)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

[] (ii) Alternate I (JUN 2014) of 52.223-16.

[X] (48) 52.223–18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O. 13513).

[] (49) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

[] (50) 52.223-21, Foams (JUN 2016) (E.O. 13693).

[] (51)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

[] (ii) Alternate I (JAN 2017) of 52.224-3.

[] (52)(i) 52.225-1, Buy American—Supplies (OCT 2022) (41 U.S.C. chapter 83).

[] (ii) Alternate I (OCT 2022) of 52.225–1.

[] (53)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (NOV 2023) (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

[] (ii) Alternate I [Reserved].

[X] (iii) Alternate II (DEC 2022) of 52.225-3.

[] (iv) Alternate III (NOV 2023) of 52.225-3.

[] (v) Alternate IV (OCT 2022) of 52.225-3.

[] (54) 52.225–5, Trade Agreements (NOV 2023) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (55) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

[] (56) 52.225–26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

[] (57) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150).

[] (58) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C. 5150).

[] (59) 52.229–12, Tax on Certain Foreign Procurements (FEB 2021).

[] (60) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

[] (61) 52.232-30, Installment Payments for Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

[X] (62) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (OCT 2018) (31 U.S.C. 3332).

[] (63) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (JUL 2013) (31 U.S.C. 3332).

[] (64) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[] (65) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

[] (66) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(13)).

[] (67)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631).

[] (ii) Alternate I (APR 2003) of 52.247-64.

[] (iii) Alternate II (NOV 2021) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[X] (1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

[X] (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[] (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[] (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

[] (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (MAY 2014) (41 U.S.C. chapter 67).

[] (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (MAY 2014) (41 U.S.C. chapter 67).

[X] (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (JAN 2022).

[X] (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706).

[] (9) 52.226–6, Promoting Excess Food Donation to Nonprofit Organizations (JUN 2020) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial products or commercial services. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

(ii) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712).

(iii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iv) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115–91).

(v) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(vi) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

(vii) (A) 52.204–30, Federal Acquisition Supply Chain Security Act Orders— Prohibition. (DEC 2023) (Pub. L. 115–390, title II).

(B) Alternate I (DEC 2023) of 52.204–30.

(viii) 52.219–8, Utilization of Small Business Concerns (SEP 2023) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219–8 in lower tier subcontracts that offer subcontracting opportunities.

(ix) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

(x) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

(xi) 52.222–35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

(xii) 52.222–36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

(xiii) 52.222–37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

(xiv) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(xv) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

(xvi)(A) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

(B) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

(xvii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (MAY 2014) (41 U.S.C. chapter 67).

(xviii) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (MAY 2014) (41 U.S.C. chapter 67).

(xix) 52.222-54, Employment Eligibility Verification (MAY 2022) (E. O. 12989).

(xx) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (JAN 2022).

(xxi) 52.222-62 Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706).

(xxii)(A) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

(B) Alternate I (JAN 2017) of 52.224-3.

(xxiii) 52.225–26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

(xxiv) 52.226–6, Promoting Excess Food Donation to Nonprofit Organizations (JUN 2020) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxv) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801). Flow down required in accordance with paragraph (c) of 52.232–40.

(xxvi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may include in its subcontracts for commercial products and commercial services a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of Clause) (End of Addendum to 52.212-4)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

See attached document: Services eCMS Line Item Template FY23 - Cruical Conversations.

See attached document: P03 JA CRUCIAL LEARNING ALL- REDACTED 1.

Page 1 of

Page 1 of

SECTION E - SOLICITATION PROVISIONS

INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS

Note that FAR 13.5 Simplified Procedures for Certain Commercial Products and Commercial Services will be used.

1. OFFER SUBMISSION

Offerors shall submit quote offer via email to Tiara White at Tiara.White@va.gov by 10:00am EST on April 15th, 2024. Offers shall be assembled by the following Sections: each section shall be easily identified.

Section A - Offer Form (Standard Form 1449) Include the North American Industry Classification System (NAICS) code and small business size standard in Block 10. Unique Entity ID (UEI) Number shall be entered in the block with the Offerors name and address. Must provide authorized reseller/authorized distributor letter. Offeror must be able to supply the full catalogue for Crucial Conversations and Instructor Trainings.

Section B – Pricing Complete Price/Cost Schedule. Offeror shall review and complete the attached “Services eCMS Line Items Template” Sections “J – Quantity, K – Unit measure and O- Unit price”. Please do not make any changes to the line-item template.

Section C– Offerors Representations and Certifications A completed copy of the representations and certifications at…