36C24624Q1024.docx

36C24624Q1024

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

36C24624Q1024 Audrey Wooten 757-315-3419 09-20-2024

1:00 PM

EDT

Department of Veterans Affairs Network Contracting Office 6 100 Emancipation Drive Hampton VA 23667 X X 611430 $15 Million N/A X Hunter Holmes McGuire Veterans Affairs 1201 Broad Rock Blvd Richmond VA 23249 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 See CONTINUATION Page Please see price schedule Virtual Course Materials Crucial Conversations Learning Brand Name Only See CONTINUATION Page x X Audrey Wooten 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: TBD

b. GOVERNMENT: Contracting Officer 90c Audrey Wooten

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:

SOW

CRUCIAL LEARNING

1.0 INTRODUCTION

The goal of the 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.

2.0 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.

3.0 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.

4.0 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:

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 is considered “local travel” and will not be reimbursed. Travel to and from work is considered the cost of doing business and shall not be reimbursed.

6.0 PERIOD OF PERFORMANCE

The period of performance shall be base year and 4 option year period. Performance shall begin 10 calendar days after the contract award.

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

7.1 The Contractor shall provide: 300 unique users with unlimited access to their course catalog that provides training that ranges from short five-minute training to multiple-day training; 150 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.

7.2 Contractor facilitation support shall be provided to those organizations requiring Train The- 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 non-clinical employees.

b. Guided Practice Exercises - Objectives should emphasize: Moments in time when conversations become "crucial" and realize 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 use 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 response to stress and strategies to overcome it.

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 the 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.

7.3 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.

7.4 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 the 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 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 a 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:

· Quarterly level 1-4 evaluation of user groups

· Quarterly customer satisfaction metrics

8.0 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.

9.0 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 from 2 – 8 hours in duration.

10. Instructor-led, In-person Courses

a. Contractor shall provide all the materials, slides, handouts, workbooks, videos, polls, chat rooms, whiteboards, 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.

11. Certification for Instructors (Facilitators) & Assessments

a. Shall provide on-demand, asynchronous online certification for instructors on all the courses offered by the 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: The contractor shall provide online, on-demand, developmental assessments that allow students 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 the use of social security numbers as an identifier.

· All software provided within this contract shall be compatible with the 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 or Equal” 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:

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

Virtual Course Materials - Crucial Conversations for Accountability

Virtual Course Materials - Crucial Conversations for Mastering Dialogue

Virtual Course Materials - Crucial Conversations for Mastering Dialogue Healthcare

Virtual Trainer Certification - Crucial Conversations for Accountability

Virtual Trainer Certification - Crucial Conversations for Mastering Dialogue

100 EA

2 EA

2 EA

Within 30 days of contract award

All Virtual Courses will be sent via email

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Virtual Course Materials - Crucial Conversations for Accountability Contract Period: Base POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training PRODUCT/SERVICE CODE: U006 - Education/Training - Vocational/Technical MANUFACTURER PART NUMBER (MPN): none

Virtual Course Materials - Crucial Conversations for Mastering Dialogue

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training PRODUCT/SERVICE CODE: U006 - Education/Training - Vocational/Technical

LOCAL STOCK NUMBER: na

Virtual Course Materials - Crucial Conversations for Mastering Dialogue Healthcare

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Trainer Certification - Crucial Conversations for Accountability

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Trainer Certification - Crucial Conversations for Mastering Dialogue

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Course Materials - Crucial Conversations for Accountability Contract Period: Option 1 POP Begin: 10-01-2025 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Course Materials - Crucial Conversations for Mastering Dialogue

POP Begin: 10-01-2025 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Course Materials - Crucial Conversations for Mastering Dialogue Healthcare

POP Begin: 10-01-2025 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Trainer Certification - Crucial Conversations for Accountability

POP Begin: 10-01-2025 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Trainer Certification - Crucial Conversations for Mastering Dialogue

POP Begin: 10-01-2025 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Course Materials - Crucial Conversations for Accountability Contract Period: Option 2 POP Begin: 10-01-2026 POP End: 09-30-2027 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Course Materials - Crucial Conversations for Mastering Dialogue

POP Begin: 10-01-2026 POP End: 09-30-2027 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Course Materials - Crucial Conversations for Mastering Dialogue Healthcare

POP Begin: 10-01-2026 POP End: 09-30-2027 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Trainer Certification - Crucial Conversations for Accountability

POP Begin: 10-01-2026 POP End: 09-30-2027 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Trainer Certification - Crucial Conversations for Mastering Dialogue

POP Begin: 10-01-2026 POP End: 09-30-2027 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Course Materials - Crucial Conversations for Accountability Contract Period: Option 3 POP Begin: 10-01-2027 POP End: 09-30-2028 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Course Materials - Crucial Conversations for Mastering Dialogue

POP Begin: 10-01-2027 POP End: 09-30-2028 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Course Materials - Crucial Conversations for Mastering Dialogue Healthcare

POP Begin: 10-01-2027 POP End: 09-30-2028 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Trainer Certification - Crucial Conversations for Accountability

POP Begin: 10-01-2027 POP End: 09-30-2028 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Trainer Certification - Crucial Conversations for Mastering Dialogue

POP Begin: 10-01-2027 POP End: 09-30-2028 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Course Materials - Crucial Conversations for Accountability Contract Period: Option 4 POP Begin: 10-01-2028 POP End: 09-30-2029 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Course Materials - Crucial Conversations for Mastering Dialogue

POP Begin: 10-01-2028 POP End: 09-30-2029 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Course Materials - Crucial Conversations for Mastering Dialogue Healthcare

POP Begin: 10-01-2028 POP End: 09-30-2029 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Trainer Certification - Crucial Conversations for Accountability

POP Begin: 10-01-2028 POP End: 09-30-2029 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Virtual Trainer Certification - Crucial Conversations for Mastering Dialogue

POP Begin: 10-01-2028 POP End: 09-30-2029 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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; 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:

C.2 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.3 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 ; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 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 two (2) years.

(End of Clause)

C.4 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

(End of Clause)

C.5 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.6 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.7 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) (End of Addendum to 52.212-4)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 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,…