36C25526Q0645.docx

36C25526Q0645

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

657-26-4-8875-0240 36C25526Q0645 09-02-2026 Betty

Flores | veronica.flores@va.gov 913-946-1126 09-10-2026 11:00 am

CDT

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 X X 513210 $47 Million N/A X Department of Veterans Affairs St. Louis Healthcare System See Section B.5 for locations

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 Wellness Whole Health Platform - St. Louis 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 Period and Four (4) Option Periods.

This is a Total Small Business Set-Aside.

All requirements must be submitted as instructed in "Addendum to 52.212-1 Instructions to Offerors", Section E.2 to be considered responsive.

See CONTINUATION Page X X X One Betty Flores 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

Virtual Employee Whole Health Platform

1. Contract Title. Implement a Virtual Online Employee Whole Health Platform

2. Background The VA Saint Louis Healthcare System (VASTLHCS) seeks to procure and implement a comprehensive, enterprise-level, integrated digital Whole Health and wellness platform designed to support all employees across all sites of care (virtual and available via mobile app or computer) and all shifts (24/7).

This initiative supports the Veterans Health Administration (VHA) long-term strategic priority to address:

· Occupational stress

· Burnout

· Compassion Fatigue

· Workplace turnover and related workforce shortages

· Employee engagement and retention

· Enhance mission readiness.

3. Scope

a. VASTLHCS is looking to purchase a wellness platform that will deliver an inclusive, user-centered, digital solution designed to improve overall employee health and well-being across all domains of Whole Health while strengthening workforce resilience, morale, and mission readiness.

b. The platform must provide comprehensive programming across all Whole Health domains and integrate fitness, nutrition, sleep, stress management, financial well-being, chronic disease support, resilience training, and workplace culture tools.

c. This virtual wellness platform must be:

i. Accessible to all VASTLHCS employees across all sites of care (including telework, Community Based Outpatient Clinics and annexes, and off-tour staff)

ii. Function 24/7 to be available across all shifts

iii. Configurable for hospital branding and internal communications (e.g., have an interactive message board for posting employee appreciation and promoting internal events for the hospital).

iv. Supportive of inclusive wellness, meaningful recognition, and data-driven engagement

v. Utilize different learning modalities (e.g., audio-only, videos, modules, articles)

a. Building and resourcing an Employee Whole Health Program is a communicated priority at every organizational level throughout the VA.

i. Department of VA FY2026-2030 Strategic Plan

1. Objective 3.1.3: Foster accountability and recognize excellence to strengthen employee well-being and retention programs.

2. Objective 5.1.3: Enhance program evaluation and evidence gathering

3. Objective 5.3.3: Ensure Mission Resilience and continuity of operations

ii. VA St. Louis Health Care System FY25-26 Strategic Priority Goals.

1. Goal 2: Recruit and Retain a World Class Healthcare Team.

a. Desired outcomes: The VASTLHCS will foster a culture of a Learning Organization to engage and develop employees in a supportive and innovative environment. Every employee on the VASTLHCS team is key to providing World Class Care to our Veterans. Emphasis will be placed on developing a world class healthcare team through recruitment, retention, engagement, and employee well-being activities.

i. Enhance employee wellbeing by promoting a healthy work environment that improves satisfaction and work-life balance.

ii. Create an environment that promotes comfort, productivity, and safety.

2. Goal 3: Investing in Today, Resourcing the Future.

a. Desired outcomes: The VASTLHCS is a high reliability organization that maximizes innovation, technology, infrastructure, teamwork, and resources to deliver world class care to Veterans.

b. This comprehensive wellness platform will address gaps in the STL VA HCS Employee Whole Health Program by providing employees the tools to support increased employee wellness and resilience to improve employee health, satisfaction, and mission readiness.

c. Per VHA Directive 1445, establishing a robust Employee Whole Health Program is a priority for each VA medical center facility and supports VA initiative to reduce employee burnout and turnover, and enhance workforce resilience and talent retention.

4. Specific Tasks

a. Comprehensive Whole Health Programming: The contractor must provide regularly updated, evidence-based (ensuring content accuracy and credentials instructors when applicable), educational and interactive content in multiple formats that support all learning styles and preferences (video, audio-only, podcasts, live webinars, toolkits, quizzes and games to increase interactive engagement with content). Programming must include:

i. Fitness and Movement: On-demand and schedulable fitness classes adaptable to all ability levels, short-duration movement modules that adhere to time constraints of work breaks (e.g., less than 15 minutes), stretching and ergonomic programs, adaptive workouts, prenatal classes, fitness and movement screenings

ii. Nutrition and Metabolic Health: Healthy meal planning tools, recipes with video instruction, metabolic health education, chronic disease management support (e.g., diabetes, pain management/anti-inflammatory diet)

iii. Sleep and recharge: Sleep improvement programs, fatigue management resources, stress recovery strategies

iv. Mindfulness and Cognitive Resilience: Mindfulness training, stress reduction strategies, gratitude practices, mind-body programming

v. Financial and Occupational Well-being: Financial wellness education, work-life balance support, time management and productivity training

vi. Social and Workplace culture: Collaboration tools, newsfeed for celebrations (milestones, birthdays, team wins), community groups and engagement forums, regular and customizable team-based wellness challenges across various domains of wellness, recognition tools aligned with organizational values to promote positive health behaviors and strengthen workplace culture, community engagement forums

vii. Personal Development: community engagement, values exploration, productivity enhancement strategies, strategies to improve goal setting and attainment

viii. Spirit and Soul: mind-body-spirit classes, spiritual wellness activities, self-discovery exercises

ix. Surroundings: decluttering to boost productivity, creating calm environments, ergonomics and safety at work

b. A self-guided digital health hub for employees with:

i. Health risk assessments and screenings (e.g., age, risk factors, family health) to support personalized health planning

ii. Option for employees to use in-app habit tracking or similar task-completion tracking/logs (e.g., food log, hydration tracker, sleep log), with the capacity to integrate with individual’s personal activity trackers (e.g., Apple or Samsung Health Apps, FitBit, Garmin, etc.)

iii. Activity and program engagement tracking and ability to incentivize engagement with gamification of participation (e.g., personal progress dashboard, customizable leadership boards)

iv. Values-based goal setting to help employees customize recommendations

v. AI-supported evidence-based recommendations and search feature that is able to capture key words in description of the content (not limited only to a title search)

vi. Predictive analytics to support engagement and behavior change

c. Engagement model to increase sustained engagement by including:

i. Interactive, customizable, and unlimited number of wellness challenges that can occur across different areas of health

ii. Customizable rewards-based participation structure

iii. Pulse checks, knowledge check-ins, or similar function to promote more active engagement rather than passive viewing

iv. Leaderboards that can be customized to teams or based on challenges or different thematic content

v. A newsfeed for a curated stream of updates, posts, and interactions for St. Louis VA employees to allow for promotion of local offerings and initiatives, celebration of employee milestones (e.g., birthdays, years of VA service) and recognition badges for positive reinforcement for health behavior engagement. Administrators must be able to manage newsfeed settings and edit posts if needed.

d. The platform must have the ability for customization and branding with the ability to:

i. Configure the platform to reflect VASTLHCS branding

ii. Customize homepage and newsfeed to highlight local offerings and initiatives

iii. Provide co-branded marketing materials

iv. Support internal communications strategy and launch campaign planning

e. In addition to regular on-demand library, the platform must provide hosting and event capabilities, such as hosting Employee Whole Health created webinars, Lunch and Learns, and live virtual wellness events. Platform may be able to provide onsite screenings or participation in in-person Wellness Fairs to promote engagement and provide screenings (e.g., body composition scans) per request.

f. Deliver measurable ROI and workforce impact data (see performance monitoring)

g. Will provide a library of marketing and communication materials (i.e., promotional flyers, videos) for VASTLHCS distribution and promotion. This includes logo files which may be customized by VASTLHCS, as well as monthly marketing campaigns that VASTLHCS may use to encourage employee usage of the service.

h. Will provide support for “kick-off” event(s) prior to launching the service aimed at introducing the platform to employees and including demonstration of the technical aspects of the service. Will include marketing resources for the “kick-off” campaign.

i. Licensing and Access:

i. Preference for an active-user model payment system (cost-per-engaged user) to maximize efficiency and reduce spending waste compared to flat-rate pricing; if active-user model is not available, a flat-rate option for at least a minimum of 1800 employee licenses to access the online platform based on a 50% estimated utilization

ii. Dedicated customer success manager to work directly with VA platform administrators to support content development specific to the needs of VASTLHCS employees.

iii. A comprehensive launch campaign (emails, flyers) including virtual and onsite Enrollment Fairs to drive employee engagement.

iv. Ensure unlimited 24/7 employee access via web and mobile applications, with customizable challenges, playlists, and communities, with the ability to customize the landing & registration page. Content available in multiple formats (e.g., video, podcasts, articles, live webinars, quizzes).

v. Provide technical support for administrators and end-users, including troubleshooting.

5. Performance Monitoring

a. The Contractor will provide integration and setup of online platform to include ongoing maintenance of inactive and new user access.

b. Is responsible for ensuring the consistent functioning of all virtual static content, streaming content, and end-user customizable features.

c. VA administrators, such as the Employee Whole Health Coordinator or Whole Health Program Manager, will have access to the analytics dashboard which provide insights into utilization metrics, engagement trends, department-level break downs, participation by category, aggregate-only (no personal health information) health outcome trends, and predictive analytics insights to drive programming planning, predictive analytics to support decision making for programming to enhance employee engagement

d. Monthly utilization reports will be sent to the Employee Whole Health Coordinator or Whole Health Program Manager outlining participant usage data

e. At least quarterly planning meeting with contractor points of contact to review the quarterly summary report including data on measurable ROI/workforce impact data

f. Ongoing accessibility monitoring of Employee Whole Health program delivery and electronic/information technology and standardizing compliance review.

6. Security Requirements

a. No protected Personal Health Information will be provided to the VA. All data and reports will be provided in aggregate, not individual, format to maintain employee anonymity.

b. Contractor will maintain IT security standards to protect any shared personal subscriber information.

c. The Authorization requirements do not apply, and that a Security Accreditation Package is not required.

d. The C&A requirements do not apply.

7. Government-Furnished Equipment (GFE)/Government-Furnished Information (GFI)

a. GFE not applicable. All services are virtual in nature with no equipment purchases necessary.

b. The contractor will be supplied monthly with a list of current staff first name, last name, and email address.

8. Other Pertinent Information or Special Considerations

a. It must be understood that, throughout performance of the contract, must the contractor or associated VASTLHCS 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.

b. The Contracting Officer’s Representative (COR) or designee may periodically consult with the Contractor to ensure the Contractor is adhering to the proposed standards.

c. Start Time: Employee access to app and platform will start as agreed upon between the Contractor and the Whole Health and Employee Whole Health Coordinators without undue delay.

d. The Contractor and their personnel will follow all VA policies, standard operating procedures and applicable laws and regulations while on VA property. The Contractor and their personnel will always wear visible identification while they are on VA property.

e. The preliminary and final deliverables, and all associated working papers, application source code, and other material deemed relevant by the VA which has been generated by the Contractor in the performance of this request are the exclusive property of the U.S. Government and must be submitted to the contracting officer (CO) at the conclusion of the request.

f. The CO will be the sole authorized official to release, verbally or in writing, any data, draft deliverables, final deliverables, or any other written or printed materials pertaining to this request. No information must be release by the Contractor. Any request for information relating to this task order, presented to the Contractor, must be submitted to the CO for response.

g. Press releases, marketing materials or any other printed or electronic documentation related to this project must not be publicized without the written approval of the CO and the Whole Health and Employee Whole Health Coordinators.

9. Risk Control There are no risks pertaining to safety, patient issues or infection control. All services are virtual in nature with no involvement in patient care.

10. Place of Performance

a. STL VA HCS, to include both main campuses, annexes, Community Based Outpatient Clinics, and telework locations.

b. The platform must be accessible anywhere via internet-enabled devices.

11. Period of Performance and Schedule

a. Contract period of performance dates:

b. Base Period and Four (4) Option Periods.

c. The virtual online platform will be available 24 hours a day to any active VASTLHCS staff member.

12. Delivery Schedule

a. Access to Virtual Employee Whole Health Platform will begin the start of the Period of Performance.

b. Once the platform is launched, a virtual launch party & onsite enrollment fair will commence by 11/01/2026.

c. With collaboration between Whole Health Program Staff and Contractor, the contractor a wellness champion event to occur between 10/01/2026 and 02/29/2027.

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

c. Contractor must 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 must 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 must 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.

14. Definitions and Acronyms

a. VASTLHCS: VA St. Louis HealthCare System

b. VHA: Veterans Health Administration

c. VISN: Veterans Integrated Service Network

d. FY: Fiscal Year

e. IT: Information Technology

15. Delivery Locations:

Department of Veterans Affairs St. Louis VA Medical Center (JB) 1 Jefferson Barracks Dr.

St. Louis, MO 63125-4199

Department of Veterans Affairs St. Louis VA Medical Center - JC Div.

915 N. Grand Blvd.

St. Louis, MO 63106-1621

Surrounding VA Community Based Outpatient Clinics

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

POP Begin: 09-15-2026 POP End: 09-14-2027 Virtual Employee Wellness Platform Access per user approximately 875 users

PSC: U099

POP Begin: 09-15-2027 POP End: 09-14-2028 Virtual Employee Wellness Platform Access per user approximately 875 users

PSC: U099

POP Begin: 09-15-2028 POP End: 09-14-2029 Virtual Employee Wellness Platform Access per user approximately 875 users

PSC: U099

POP Begin: 09-15-2029 POP End: 09-14-2030 Virtual Employee Wellness Platform Access per user approximately 875 users

PSC: U099

POP Begin: 09-15-2030 POP End: 09-14-2031 Virtual Employee Wellness Platform Access per user approximately 875 users

PSC: U099

B.5 DELIVERY SCHEDULE

St. Louis VA Medical Center (JB) 1 Jefferson Barracks Dr.

St. Louis, MO 63125 4199

St. Louis VA Medical Center - JC Div.

915 N. Grand Blvd.

St. Louis, MO 63106 1621

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract,

(5) Solicitation provisions incorporated in the solicitation.

(6) Other paragraphs of this clause.

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

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

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

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

(u) 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/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_252_2 https://www.va.gov/oal/library/vaar/index.asp

(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 before the contract expires.

(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 before the contract expires; 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 52.222-90 ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS (DEVIATION APR 2026) (a)Definitions. As used in this clause— Program participation means membership or participation in, or access or admission to: training, mentoring, or leadership development programs; educational opportunities; clubs; associations; or similar opportunities that are sponsored or established by the contractor or subcontractor.

Racially discriminatory diversity, equity, and inclusion (DEI) activities means disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity's resources.

(b) In connection with the performance of work under this contract, the Contractor agrees as follows:

(1) The Contractor will not engage in any racially discriminatory DEI activities;

(2) The Contractor will furnish all information and reports, including providing access to books, records, and accounts, as required by the Contracting Officer, for purposes of ascertaining compliance with this clause;

(3) In the event of the Contractor's or a subcontractor's noncompliance with this clause, this contract may be canceled, terminated, or suspended in whole or in part, and the Contractor or subcontractor may be declared ineligible for further Government contracts;

(4) The Contractor will report any subcontractor's known or reasonably knowable conduct that may violate this clause to the Contracting Officer and take any appropriate remedial actions directed by the Contracting Officer; and

(5) The Contractor will inform the Contracting Officer if a subcontractor sues the Contractor and the suit puts at issue, in any way, the validity of this clause.

(6) The Contractor recognizes that compliance with the requirements of this clause are material to the Government's payment decisions for purposes of 31 U.S.C. 3729(b)(4).

(c) The Contractor must include the substance of this clause,…