36C25523Q0543.docx

36C25523Q0543

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

589-23-3-3760-0031 36C25523Q0543 06-13-2023 Flores, Betty | veronica.flores@va.gov 913-946-1167 06-20-2023

11:00 AM

CDT

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 X X 541519 150 Employees N/A X Department of Veterans Affairs 2200 SW Gage Blvd.

Topeka, KS 66622-0001 & 4101 South 4th Street Leavenworth, KS 66048-5014 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048

36C255 Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX 877-353-9791 512-460-5429 See CONTINUATION Page TruthPoint - Eastern Kansas Healthcare System In Accordance with the Statement of Work ******** See Section B for details ******** This will result in a Firm Fixed Price, FOB Destination contract with a Base Year and Four (4) Option Years.

This is intended as SDVOSB Set Aside. Only VA verified SDVOSBs in the VetCert database at the time of solicitation and award will be considered for award and non-VetCert verified firms will be considered non-responsive and ineligible for award.

This is a Brand Name or Equal please see Statement of Work for details.

See Offeror's Instruction in E.2 for submission.

Vendor must be an authorized distributor, submit your Authorized Distributor Letter with your quote.

See CONTINUATION Page X X X One( 1) Flores, Betty Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(Continuation from Standard Form 1449, block 18A.)

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

a. CONTRACTOR: NAME: __________________________________

UEI #: ___________________________________

b. GOVERNMENT: CONTRACTING OFFICER 36C255

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE (NCO) 15

3450 S 4th STREET

LEAVENWORTH, KS 66048

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

[X] 52.232-33, Payment by Electronic Funds Transfer—System for Award Management

3. INVOICES: Invoices shall be submitted:

[ ] Upon Completion of Service [X] Other

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.

Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp

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

B.2 GOVERNING LAW

Federal law and regulations, including the Federal Acquisition Regulations (“FAR”), shall govern this Contract. Commercial license agreements may be made a part of this Contract but only if both parties expressly make them an addendum. If the commercial license agreement is not made an addendum, it shall not apply, govern, be a part of or have any effect whatsoever on the Contract; this includes, but is not limited to, any agreement embedded in the computer software (clickwrap) or any agreement that is otherwise delivered with or provided to the Government with the commercial computer software or documentation (shrinkwrap), or any other license agreement otherwise referred to in any document. If a commercial license agreement is made an addendum, only those provisions addressing data rights regarding the Government’s use, duplication and disclosure of data (e.g., restricted computer software) are included and made a part of this Contract, and only to the extent that those provisions are not duplicative or inconsistent with Federal law, Federal regulation, the incorporated FAR clauses and the provisions of this Contract, including other attached addenda; those provisions in the commercial license agreement that do not address data rights regarding the Government’s use, duplication and disclosure of data shall not be included or made a part of the Contract. Federal law and regulation, including without limitation, the Contract Disputes Act (41 U.S.C. §601-613), the Anti-Deficiency Act (31 U.S.C. §1341 et seq.), the Competition in Contracting Act (10 U.S.C. §2304), the Prompt Payment Act (31 U.S.C. §3901, et seq.) and FAR clauses 52.212-4, 52.227-14, 52.227-19 shall supersede, control and render ineffective any inconsistent, conflicting or duplicative provision in any commercial license agreement. In the event of conflict between this clause and any provision in the Contract or the commercial license agreement or elsewhere, the terms of this clause shall prevail. Claims of patent or copyright infringement brought against the Government as a party shall be defended by the U.S. Department of Justice (DOJ). 28 U.S.C. § 516. At the discretion of DOJ, the Contractor may be allowed reasonable participation in the defense of the litigation. Any additional changes to the Contract must be made by contract modification (Standard Form 30). Nothing in this Contract or any commercial license agreement shall be construed as a waiver of sovereign immunity.

This Contract is Firm Fixed Price (FFP). The Contractor is required to provide the software, media, software license, and software maintenance/upgrade and technical support services for the computer software identified below. Software maintenance includes periodic updates, enhancements and corrections to the software, and reasonable technical support, all of which are customarily provided by the Contractor to its customers. Distribution of maintenance copies shall be accomplished by using an appropriate magnetic, electronic or printed media.

· FOB: Destination

B.3 STATEMENT OF WORK

For TruthPoint This uses a Brand Name or Equal Description of the product required. This permits prospective contractors to offer products other than those specifically referenced by brand name. Offerors of equal products shall include equipment brochures which clearly define the equal product, or offer will not be considered. Any information submitted by an offeror for consideration will not be returned and will remain the property of the VA. All costs associated with submitting the above are the responsibility of the Contractor and all information provided must be submitted to the Contracting Officer. All offers must work with existing equipment that has already been purchased and is currently in use at the station and also to meet standardization requirements throughout the hospital.

1. General Overview:

a. VA Eastern Kansas Health Care System (VAEKHCS) seeks to purchase a service that provides access to commercial off the shelf (COTS) rounding automation and performance improvement software that offers the following:

1. pCare TruthPoint Rounds® Web-Enabled Real-Time Feedback assessments

2. On-Purpose™ Reporting Package

3. Quarterly Performance Improvement Coaching Support

4. Implementation and Configuration

b. TruthPoint personnel utilize their software to assist with addressing specific gaps in VAEKHCS data collection and analytic requirements for Veteran and Employee experience that cannot otherwise be measured by V-Signals, SHEP scores or All Employee Survey.

c. Feedback assessment development, interpretation and reporting are all processed by TruthPoint personnel and reviewed with Whole Health stakeholders through Performance Improvement Coaching Support to create actionable interventions for process improvements.

d. TruthPoint’s ability to offer real-time feedback allows access to detailed tracking of Whole Health implementation across VAEKHCS, which is a communicated priority of the VISN15 Network Director and Medical Center Director Performance Plan.

2. Background:

The VA Eastern Kansas Health Care System (VAEKHCS) is looking to purchase a feedback mechanism and coaching service that shall be used within our Whole Health program. This service shall provide the capacity to gather feedback from an estimated 1,800 Veterans that have participated in a variety of VA services.

The intent is to attain patient and employee feedback through automated processes sent via email and/or SMS invitations as well as by scanning a QR code. Feedback may be requested once or on a routine basis depending on the data collected. Items to conduct feedback will be developed by VA staff in collaboration with the Vendor Coach. Vendor shall then create the feedback tool and VA Whole Health staff will be responsible for releasing questions via SMS, email or QR code.

This new requirement is not to be connected to any existing equipment and must be able to work within our Whole Health Program. Information collected will not be required to be integrated with CPRS, VISTA or another ADT integration platform.

3. Definitions and Acronyms:

4. Delivery Location:

Department of Veterans Affairs Dwight D. Eisenhower VA Medical Center 4101 South 4th Street Leavenworth, KS 66048-5014

Department of Veterans Affairs Colmery-O’Neil VA Medical Center 2200 SW Gage Blvd.

Topeka, KS 66622-0001

And Surrounding CBOCs

5. Period of Performance and Schedule This service will be required for a Base and 4 Option Years. Period of Performance will be identified on award.

6. Contractor Requirements:

TruthPoint will be asked to provide the following services:

a. Multiple modalities to gather point of care feedback from Veterans/staff including QR Codes, email invites, and SMS invites.

b. Customized questions gathering quantitative and qualitative feedback that advance and align with Whole Health initiatives, and also include Whole Health clinical encounters, wellbeing services, and Whole Health education.

c. The ability to run multiple questionnaires simultaneously

d. Ability to change customized questions within 2 business days

e. Immediate service recovery email alerts to Whole Health leaders for service intervention and issue resolution

f. Targeted push-based reporting sent to Whole Health leadership summarizing Veteran feedback about their Whole Health experience

g. Location, appointment type, and clinician specific reporting sent to key stakeholders by email in the time, format, and frequency of their choosing

h. Quarterly performance improvement support calls led by a performance improvement coach with experience supporting Whole Health improvement initiatives. The quarterly performance improvement calls consist of the development and monitoring of action plans, reviewing and modifying the process of gathering real-time feedback, refining questions to align with key improvement initiatives, provider and appointment type updates, and reporting package refinement to ensure all key stakeholders and clinicians are receiving their desired emailed reports.

i. Performance improvement coaching to be provided by a performance improvement consulting professional with working knowledge and experience supporting Whole Health improvement initiatives

7. Software Requirements

a. Whole Health is requesting access to a coaching service that utilizes a Commercial off the shelf (COTS) rounding automation and performance improvement Software-as-a-Solution (SaaS) that provides 24x7 accessibility and can be fully implemented and operational to meet all specifications within 2 weeks from the date of award.

b. Technology platform core capabilities used off site by the service under contract will include the folloiwng:

· Generate, route, and track service requests

· Operates at the point of care via rounding and patient/staff kiosk inputs

· Ability to solicit patient feedback after the care experience via email and SMS/text message invitation

· Ability to begin feedback at the point of service and complete later via email and/or SMS text message invitation

· Capable of operating completely independent from the VA IT network and on VA owned tablets and smartphones

c. A user interface that adapts to all computing platforms and operating systems including Windows, iOS, and Android

d. This system must be able to operate without connecting on the VAEC.

e. All interfaces configured to incorporate VA logo and colors

8. Questionnaire Requirements

a. Utilizes skip and branching logic based on response selections to prior questions to either include or exclude optional questions

b. Offers a variety of flexible question types including

· Likert scale response with ability to capture “other” and free text

· Multi-select with ability to capture “other” and free text

· Free text

c. Email and Text Message (SMS) Feedback Options o Ability to initiate at point-of-service and allow patient to complete at-home via email or SMS invitation

· Ability to invite feedback via email with unique link for each patient encounter with customized messaging in email/SMS message

· Automatic reminders optionally sent via email if assessment is not completed within specified period of time

· Auto-populate demographic data such as clinic, service, provider, nurse, rooming staff

d. QR Code functionality

· Ability for patients to scan a QR code to complete the questions on their own personal device or smartphone

e. Able to modify assessment questions in real-time

· Easily identify and pull from library of proven effective questions for each care setting and tied to specific outcome measure improvements

· Easily incorporate pre-defined and customized questions

· Maintain response history even when questions change

· Specify if eliminated questions should appear on future reports

f. Service Alerting

· Ability to initiate an alert at the discretion of the patient interviewer, patient, or automatically based on responses

· Sends instant alerts for service recovery / service intervention

· Alerts are directed to the recipient based on criteria established within each question and each response option

· Ability for the notified service to document response to and status of the intervention request

· Ability to generate trend reports for all service intervention requests to supports root cause and countermeasure improvement

g. Demographics management for specific care settings, care teams, and individual care providers

· Managed and maintained via an intuitive interface for ease of updating as personnel and teams change

· Optional interface to personnel systems to automate updates

· Include email delivery information for each team and individual for provision of individual and team reporting as described below

9. Reporting Requirements

a. Automatically deliver information and analytics to each stakeholder aligned with improvement objectives and a pre-defined information use plan. This must be fully automated and not require VA users to configure and provide reporting on the timing, content, and format needs for each stakeholder and their role in the organization.

b. Reporting format options to include:

· Trended data over time via chart

· Ranked performance by team, individual, or any other attribute captured

· Performance to goal or target

· Visual trend lines

· Top-box performance

· Stacked-bar performance (top box plus additional boxes)

· Grouping of results to compare performance and progress

· Statistical results for a given period or trended over a period of time \

· Full data extract in a variety of formats for easy import and use in other reporting tools such as Excel, your data warehouse, or statistical modeling tools

c. Each report delivered via email directly to each stakeholder or stakeholder group with the specific questions/responses relevant to each group or individual without action or login required:

· Limited to those of interest or concern for the purpose of the report

· Limited to results only from those patients to whom the team or individual provided care

· Show data with full transparency or blind results

· Include any number of questions for any desired time period including daily, weekly, monthly, quarterly, annually, and custom-defined periods

· Automatically generated and pushed to identified stakeholders at the desired time and frequency

· Report development and distribution requiring no time investment by VA leaders or staff Each report delivered via email on the schedule determined by each stakeholder or stakeholder group, to include:

· Immediate via Service Alert

· Specific time each day or throughout the day

· Any frequency from daily to annually Each report can be configured and pushed out by system automation as defined by the needs and requirements for each purpose and stakeholder:

· Flexible report formats including:

· Embedded directly in the email for ease of viewing

· Attached as a PDF for printing, saving, and distribution

· Attached in an editable form for copying pasting within Word, Excel, or other productivity tools

· Sent to specified systems for importing into data warehouse or other IT systems for combination with other content

· The body of the subject, distribution list, and body of the email are fully customizable.

· Ability to add educational content within the body of reporting emails to support improvement initiatives such as a “Tip of the Month” to help hardwire training initiatives

Focused content in any report for both filtering and grouping of information to meet specific improvement objective with at least the ability to provide:

· Positive recognition for individual team members

· Provider-specific report with only information on provider-specific questions from patients that individual provided care

· Team/unit specific reporting with only information on team-specific questions from patients cared for by that team/unit

· Reporting for individual unit or location

· Combined reporting across multiple units or locations

· Service alert trends to identify root-cause issues

10. Performance Coaching Improvement Requirements

a. Performance improvement guidance provided by professionals with multiple years of real-world healthcare experience and demonstrated improvements in patient experience, quality, safety, and overall health system performance.

b. Performance improvement coaching to be provided by a performance improvement consulting professional with no fewer than 10 years of relevant healthcare consulting experience.

c. Performance improvement coaching to be provided by a performance improvement consulting professional with working knowledge and experience within VA health care systems.

d. Implementation planning including a proven process to define rounding objectives, identify and implement effective rounding practices, implement best-practice questions, and implement an impactful information use plan

e. Communicate with and coach multiple stakeholders that serve to advance Whole Health initiatives within VA Eastern Kansas.

11. Performance Improvement Tools Requirements

a. A library of best-practice questions and paired response options, including branching questions, organized by both care area (such as inpatient, whole health, primary care, emergency services, same day surgery) and SHEP, SAIL, and operational improvement objective

b. Recommendation and implementation guidance for specific initiatives to improve SHEP and SAIL domains

c. Tools to guide development and implementation of efficient and effective process to round and collect a high rate of patient feedback

d. A guide that provides rounding and feedback capture options effective for each care setting with recommendations for the most successful strategies

e. Tool to help information stakeholders understand and use rounding and other forms of real-time feedback to accelerate improvement in SHEP, SAIL, and other key measures

f. Tools to support the development of high functioning Performance Improvement teams and how to leverage patient feedback to implement sustainable change

g. A guide to help our Performance Improvement teams establish a cadence of accountability and accelerate the improvement process

h. Patient experience improvement guides that outline successful strategies for improvement to impact specific domains of SHEP and SAIL

12. General Requirements

a. It shall be understood that, throughout performance of the contract, should the contractor or associated VAEKHCS points of contact recognize a breach of terms of this agreement, this will be communicated, and the contractor will make all reasonable attempts to resolve the problem.

13. National Archives and Records Administration (NARA) Records Management Language for Contracts

a. Citations to pertinent laws, codes and regulations such as 44 U.S.C. Chapter 21, 29, 31 and 33; Freedom of Information Act (5 U.S.C. 552); Privacy Act (5 U.S.C. 552a); 36 CFR Part 1222 and Part 1228.

b. Contractor shall treat all deliverables under the contract as the property of the U.S. Government for which the Government Agency shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest.

c. Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Government ‘IT’ equipment and/or Government records.

d. Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected by the Freedom of Information Act.

e. Contractor shall not create or maintain any records containing any Government Agency records that are not specifically tied to or authorized by the contract.

f. The Government Agency owns the rights to all data/records produced as part of this contract.

g. The Government Agency owns the rights to all electronic information (electronic data, electronic information systems, electronic databases, etc.) and all supporting documentation created as part of this contract. Contractor must deliver sufficient technical documentation with all data deliverables to permit the agency to use the data.

h. Contractor agrees to comply with Federal and Agency records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.].

i. No disposition of documents will be allowed without the prior written consent of the Contracting Officer. The Agency and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. Records may not be removed from the legal custody of the Agency or destroyed without regard to the provisions of the agency records schedules.

j. Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under or relating to this contract. The Contractor (and any sub-contractor) is required to abide by Government and Agency guidance for protecting sensitive and proprietary information.

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

EKHCS - Topeka and Leavenworth TruthPoint (TruthPoint Round SaaS) - TruthPoint Rounds software solution Per Statement of Work.

EKHCS - Topeka and Leavenworth TruthPoint (TruthPoint Round SaaS) - TruthPoint Rounds software solution Per Statement of Work.

EKHCS - Topeka and Leavenworth TruthPoint (TruthPoint Round SaaS) - TruthPoint Rounds software solution Per Statement of Work.

EKHCS - Topeka and Leavenworth TruthPoint (TruthPoint Round SaaS) - TruthPoint Rounds software solution Per Statement of Work.

EKHCS - Topeka and Leavenworth TruthPoint (TruthPoint Round SaaS) - TruthPoint Rounds software solution Per Statement of Work.

B.5 DELIVERY SCHEDULE

Dwight D. Eisenhower VA Medical Center 4101 South 4th Street Leavenworth, KS 66048 5014

Colmery-O’Neil VA Medical Center 2200 SW Gage Blvd.

Topeka, KS 66622 0001

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

C.4 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 30 days; 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 five (5) years.

(End of Clause)

C.5 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.6 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.7 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR VERIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (NOV 2022)

(a) Definition. for the Department of Veterans Affairs, ‘‘Service-disabled Veteran-owned small business concern or SDVOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.201, Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled Veterans (or eligible surviving spouses) or, in the case of a service-disabled Veteran with permanent and severe disability, the spouse or permanent caregiver of such Veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and control pursuant to 38 CFR part 74 and is listed in VA’s Vendor Information Pages (VIP) database at https://www.vetbiz.va.gov/vip/; and

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR parts 121 and 125, provided that any reference therein to a service-disabled veteran-owned small business concern or SDVO SBC, is to be construed to apply to a VA verified and VIPlisted SDVOSB, unless otherwise stated in this clause.

(2) The term ‘‘Service-disabled Veteran’’ means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(3) The term ‘‘small business concern’’ has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term…