36C25723Q1348.docx

36C25723Q1348

GENERAL INFORMATION

Network Contracting Office 17

5441 Babcock Road Ste. 302 San Antonio TX 78240

POINT OF CONTACT*

CONTRACT SPECIALIST

TERESA ARZOLA

TERESA.ARZOLA@VA.GOV

210.694.6377

PLEASE SUBMIT ALL QUOTES VIA EMAIL

PLACE OF PERFORMANCE

CENTRAL TEXAS HEALTH CARE SYSTEM

OLIN E TEAGUE MEDICAL CENTER

1901 VETERANS MEMORIAL DRIVE

TEMPLE TX

ADDITIONAL INFORMATION

DESCRIPTION

SEE SCHEDULE

This is a base + 4 option years.

Base Year: 09/01/2023 to 09/30/2024

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice

Combined Synopsis/Solicitation Notice

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. C ONTRACT/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 AC

CEPTED 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

36C25723Q1348 08-25-2023 Teresa Arzola 210.694.6377 08-30-2023

9:00 AM

CDT

36C257 Department Of Veterans Affairs Network Contracting Office 17 5441 Babcock Road Ste. 302 San Antonio TX 78240 X X 541613 $19 Million N/A X 36C674 Department of Veterans Affairs Olin E Teague Medical Center 1901 Veterans Memorial Drive Temple TX 76504 36C257 Department Of Veterans Affairs Network Contracting Office 17 Babcock Road Ste. 302 San Antonio TX 78240

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

(877) 353-9791

(512) 460-5540 See CONTINUATION Page see schedule This requirement is a base + 4 option years See CONTINUATION Page x X x Page 1 of Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C257 Department Of Veterans Affairs Network Contracting Office 17 5441 Babcock Road Ste. 302 San Antonio TX 78240

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

PATIENT FEEDBACK SURVEY

BASE YEAR: 09/01/2023-08/31/2024

Contract Period: Base POP Begin: 09-01-2023 POP End: 08-31-2024

LOCAL STOCK NUMBER: 0

PATIENT FEEDBACK SURVEY

OPTION YEAR 1 : 09/01/2024-08/31/2025

Contract Period: Option 1 POP Begin: 09-01-2024 POP End: 08-31-2025

PATIENT FEEDBACK SURVEY

OPTION YEAR 2: 09/01/2025-08/31/2026

Contract Period: Option 2 POP Begin: 09-01-2025 POP End: 08-31-2026

PATIENT FEEDBACK SURVEY

OPTION YEAR 3: 09/01/2026-08/31/2027

Contract Period: Option 3 POP Begin: 09-01-2026 POP End: 08-31-2027

PATIENT FEEDBACK SURVEY

OPTION YEAR 4: 09/01/2027-08/31/2028

Contract Period: Option 4 POP Begin: 09-01-2027 POP End: 08-31-2028

B.3 DELIVERY SCHEDULE

1901 S.VETERANS MEMORIAL DRIVE

TEMPLE, TX 76504

USA

1.00

1901 S.VETERANS MEMORIAL DRIVE

TEMPLE, TX 76504

1.00

1901 S.VETERANS MEMORIAL DRIVE

TEMPLE, TX 76504

1.00

1.00

1901 S.VETERANS MEMORIAL DRIVE

TEMPLE, TX 76504

1.00

Page 1 of Page 1 of Page 1 of Page 1 of

B.4 STATEMENT OF WORK

The Department of Veterans Affairs Central Texas Veterans Health Care System (CTVHCS) 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 Web-Enabled Real-Time Feedback assessments

2. Reporting Package

3. Quarterly Performance Improvement Coaching Support

4. Implementation and Configuration

b. Personnel utilize their software to assist with addressing specific gaps in CTVHCS 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 the vendor personnel and reviewed with Whole Health stakeholders through Performance Improvement Coaching Support to create actionable interventions for process improvements.

d. Vendor will need to offer real-time feedback allows access to detailed tracking of Whole Health implementation across CTVHCS, which is a communicated priority of the VISN17 Network Director and Medical Center Director Performance Plan.

1. Background:

CTVHCS 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 2,000 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:

d. Survey of Health Experience of Patients: SHEP

e. Strategic Analytics of Improvement and Learning: SAIL

f. Software As A Solution: SaaS

2. Delivery Location:

Department of Veterans Affairs Oline E. Teague Medical Center 1901 Veterans Memorial Drive, Temple, Tx, 76504

5. Period of Performance and Schedule Service shall be rendered for a period of Base year with 4 Option Years. Period of Performance may be amended based on contract award.

Base Year: 09/01/2023 to 09/30/2024

6. Contractor Requirements:

Vendor 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 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.

d. 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

e. 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.

f. 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 CTVHCS 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.

13. GENERAL

Contractors, contractor personnel, subcontractors, subcontractor personnel, shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

14. ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

A contractor/subcontractor shall request logical (technical) or physical access to VA information for their employees, subcontractors, and affiliates only to the extent necessary to perform the services specified in the contract, agreement, or task order.

15. VA INFORMATION CUSTODIAL LANGUAGE

1. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1).

1. VA information should not be co-mingled, if possible, with any other data on the contractors/subcontractor’s information systems or media storage systems to ensure VA requirements related to data protection and media sanitization can be met. If co-mingling must be allowed to meet the requirements of the business need, the contractor must ensure that VA’s information is returned to the VA or destroyed in accordance with VA’s sanitization requirements. VA reserves the right to conduct on-site inspections of contractor and subcontractor IT resources to ensure data security controls, separation of data and job duties, and destruction/media sanitization procedures follow VA directive requirements.

1. Prior to termination or completion of this contract, contractor/subcontractor must not destroy information received from VA, or gathered/created by the contractor during performing this contract without prior written approval by the VA. Any data destruction done on behalf of VA by a contractor/subcontractor must be done in accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management and its Handbook 6300.1 Records Management Procedures, applicable VA Records Control Schedules, and VA Handbook 6500.1, Electronic Media Sanitization. Self-certification by the contractor that the data destruction requirements above have been met must be sent to the VA Contracting Officer within 30 days of termination of the contract.

1. The contractor/subcontractor must receive, gather, store, back up, maintain, use, disclose and dispose of VA information only in compliance with the terms of the contract and applicable Federal and VA information confidentiality and security laws, regulations, and policies. If Federal or VA information confidentiality and security laws, regulations and policies become applicable to the VA information or information systems after execution of the contract, or if NIST issues or updates applicable FIPS or Special Publications (SP) after execution of this contract, the parties agree to negotiate in good faith to implement the information confidentiality and security laws, regulations, and policies in this contract.

1. The contractor/subcontractor shall not make copies of VA information except as authorized and necessary to perform the terms of the agreement or to preserve electronic information stored on contractor/subcontractor electronic storage media for restoration in case any electronic equipment or data used by the contractor/subcontractor needs to be restored to an operating state. If copies are made for restoration purposes, after the restoration is complete, the copies must be appropriately destroyed.

1. If VA determines that the contractor has violated any of the information confidentiality, privacy, and security provisions of the contract, it shall be enough grounds for VA to withhold payment to the contractor or third party or terminate the contract for default or terminate for cause under Federal Acquisition Regulation (FAR) part 12.

1. The contractor/subcontractor must store, transport, or transmit VA sensitive information in an encrypted form, using VA-approved encryption tools that are, at a minimum, FIPS 140-2 validated.

1. The contractor/subcontractor’s firewall and Web services security controls, if applicable, shall meet or exceed VA’s minimum requirements. VA Configuration Guidelines are available upon request.

1. 852.273-75 - SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION TECHNOLOGY RESOURCES The contractor, their personnel, and their subcontractors shall be subject to the Federal laws, regulations, standards, and VA Directives and Handbooks regarding information and information system security as delineated in this contract.

Page 1 of

Page 1 of 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 52.217-8 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.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 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.4 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (DEVIATION)

(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 certified for ownership and control pursuant to 38 U.S.C. 8127, 13 CFR 128, and is listed as certified in the SBA certification database at https://veterans.certify.sba.gov/; and

(v) The business agrees to comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size, government contracting, and the Veteran Small Business Certification Program at 13 CFR parts 121, 125, and 128.

(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 ‘‘small business concern owned and controlled by Veterans with service-connected disabilities’’ has the meaning given the term ‘‘small business concern owned and controlled by service-disabled veterans’’ under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)).

(5) The term “SDVOSB participant” or certified SDVOSB means a small business that has been certified in the SBA Veteran Small Business Certification Program and listed in the SBA certification database (see 13 CFR 128.102).

(b) General. In order for a concern to submit an offer and be eligible for the award of an SDVOSB set-aside or sole source contract, the concern must qualify as a small business concern under the size standard corresponding to the NAICS code assigned to the contract and be listed as an SDVOSB participant in the SBA certification database as set forth in 13 CFR 128.

(1)…