36C26023Q0351_1.docx

SUBJECT*

VISN 20 BPA for Virtual Townhall Service

GENERAL INFORMATION

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

POINT OF CONTACT*

Amy Kuczajda Amy.Kuczajda@va.gov 208-429-2018

PLACE OF PERFORMANCE

Multiple VISN 20 Locations

3710 SW US Veterans Hospital Road

Portland OR

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

AGENCY CONTACT’S EMAIL ADDRESS

EMAIL DESCRIPTION

This is a combined synopsis/solicitation for Virtual Townhall services for all VISN 20 locations as prepared in accordance with the format in Subpart 12.6, as supplemented in the attached Request for Quotes (RFQ). A firm-fixed price, Blanket Purchase Agreement (BPA) is anticipated. Simplified Acquisition Procedures IAW FAR 13 will be used. This announcement constitutes the only solicitation.

The solicitation number is 36C260-23-Q-0351 and is attached.

The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2023-01 dated 12/30/2022.

This solicitation is set aside 100% for Small Businesses and the associated NAICS Code 517810, All other Telecommunications, has a small business size standard of $35M.

Period of Performance will be a base plus one option year.

Base Year: Date of Award – 02/29/2024 Option Year One: 03/01/2024 – 02/28/2025

Service Location:

Multiple locations, see attached 1449 Section B.2, Performance Work Statement and attached Price/Cost Schedule

Award will be based upon a comparative evaluation of quotes in accordance with the Simplified Acquisition Procedures of FAR 13. Comparative evaluation is the side-by-side comparison of quotes based on factors resulting in a Contracting Officer decision for the quote most favorable to the Government. The award will be made to the response most advantageous to the Government. Responses should contain your best terms and conditions. FEDRAMP certification applies to this requirement.

FedRAMP data security categorization is low level and is required. No task orders shall be placed until Authority to Operate (ATO) is in place.

Quotes must be emailed to Amy.Kuczajda@va.gov and received no later than 5pm MST on 03/10/2023. Quotes may be submitted on the attached RFQ or the vendor’s own form. No late quotations will be accepted.

Any questions or concerns regarding this solicitation should be forwarded in writing via email to Amy.Kuczajda@va.gov on or before 03/08/2023.

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. 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

None 36C26023Q0351 03-02-2023 Amy Kuczajda 208-429-2018 03-10-2023 5pm

MST

NCO 20 Network Contracting Office

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661 X X 517810 $35M Net 30 N/A X

VISN 20

VA Portland Health Care System 3710 SW US Veterans Hospital Road Portland OR 97239 NCO 20 Network Contracting Office

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

Tungsten Network

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page The Department of Veterans Affairs VISN 20, VA NW Healthcare Network desires to establish a single Blanket Purchase Agreement (BPA) to provide Virtual Town h all Services.

Complete Section B.2 and attached Price/Cost Schedule Award is subject to a low level FedRAMP authorization.

No orders shall be placed until Authority To Operate (ATO) is in place.

Period of Performance:

Date of Award - 02/28/2024 with one option year $0.00 See CONTINUATION Page X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 PERFORMANCE WORK STATEMENT

Background VISN 20 is comprised of 8 primary medical center campuses as well as numerous smaller community-based outpatient clinics spread throughout Alaska, Idaho, Oregon, and Washington. The exact services offered at each site vary, however, nearly every site has a requirement for a town hall video and telephone service to engage with veterans, employee, and stakeholders. At a minimum of two town hall events must occur outside of regular VA business hours (0800-1630 PST) each year.

Scope This contract will provide all the facilities within VISN 20 an online Veteran and employee town hall engagement platform with integrated Telephony that allows Executive Leaders to continuously receive input from the Veterans and employees and provide feedback on an expedited basis using Software as a Service delivery model. Utilization of push/pull technology for a town hall platform will allow organizational leaders to conduct regular real-time crowdsourcing with groups of Veterans and employees and receive their direct input and insights for continuous process enhancement.

General

1. Upon award of the Task Order, the contractor shall provide to the ordering CO:

a. Contractor’s regular work hours.

b. Contractor’s telephone number for call-in orders during regular work hours.

c. Contractor’s telephone number and instructions for placing “Emergency” orders after contractor’s regular work hours, including weekends.

d. Contractor’s telephone number for expert advice concerning awarded products.

2. When a Task Order is issued to the Contractor, the Contractor shall provide and install the ordered items within 12 weeks of the order being placed by the VA. Contractor to provide installation schedule to facility POC and/or COR

3. Delivery schedules, arrangements, and packing slip requirements will be provided in the TO, government purchase card order, or by the CO.

4. The Contractor’s employee shall conduct themselves in courteous and professional manners when interacting with the VA.

5. The Contractor shall be responsible for assuring that the ordered products are available to meet the requirements ordered.

6. Contractor shall provide recall notification, regardless of level, to each facility, and to the VISN20 AUS, the facility COR, and ordering CO.

7. VISN20 AUS, the facility COR, and ordering CO shall be notified immediately of any backorder item(s).

8. No substitutions will be permitted without approval from the CO or their designated representative.

9. Deliveries shall incorporate sufficient packing to comply with all applicable federal and/or state standards relating to shipment of these products. Shipping containers must comply with all federal and state regulations (i.e., DOT, DOE, regulations, and standards).

10. The Contractor shall replace any items received that are determined not fit for use by the user and provide replacement product(s) within 48 hours at no cost to the VA. Reports of item problem(s) must be submitted in writing to the CO prior to requesting replacement item.

Specific Tasks

1. Virtual town hall event platform with integrated telephony

2. Town hall event planning, customer support, and training

a. Training sessions for VA Employees can be provided remotely live or online. Training may be recorded.

3. Contractor will provide any system upgrades training sessions free of charge to the VA

4. Technical Assistance shall be provided by system professionals, or appropriately identified qualified experts who shall provide services on a relatively rapid basis to various program areas as specified by each individual task order.

a. Technical support will be provided online and via phone

5. Town hall event will have a secure toll-free recording line to record messages

6. Prior to town hall event – automated voice message invitation to phone numbers. VHA to provide phone numbers in Microsoft Excel format.

7. Town hall event – automated call invitation to stay on the call for the event, to phone numbers. VHA to provide phone numbers in Microsoft Excel format

8. Town hall data displayed in real-time

9. Interactive Voice Response (IVR) surveys. Surveys and survey questions to be internally developed by VHA, VISN and Facility Leaders

10. Results from the IVR reported real time during town hall

11. Captioning services for town hall events as well videotaped products to make them accessible to the hearing impaired. The contractor shall be able to provide high-quality, real-time (simultaneous) closed or open captioning for teleconferences and provide offline captioning of prerecorded programs including informational or instructional videos. Options for audio / video streaming, website integration, close captioning, and transcription.

12. Ability to configure screen with VA logos

13. Screen data displayed in multiple formats: tables, graphs, and charts

14. All provided and collected data is exportable

15. Storage for data – during event and up to 72 hours after

a. Data will be purged or moved from Contractor SaaS infrastructure to VHA secure network storage within 72 hours of a completed Town Hall Event or upon notification by the VHA, VISN or associated facilities listed in Places of Performance.

16. Town Hall participant response data is deliverable and accessible by VHA via HTTPS or FTPS protocol and allows for secure movement of collected data from contractor to VHA following FIPS 140.2 Compliance as required for data exchange when exchanging information defined as Protected Health Information (PHI) or Personally Identifiable Information (PII). Including download of voice messages left by town hall participants in Microsoft Windows media player format

17. Platform allows for post event reports of the following metrics within 24 hours of call completion “prefer real time”. Example of minimally required reports follows:

a. Total calls made

b. Total calls answered

c. Total calls disconnected

d. Time call was active in minutes

e. Percent of participants staying on the phone line for the duration of the call

Assessment, Authorization, and Continues Monitoring

1. The information system solution selected by the Contractor shall comply with the Federal Information Security Management Act (FISMA).

2. The Contractor shall comply with FedRAMP requirements as mandated by Federal laws and policies, including making available any documentation, physical access, and logical access needed to support this requirement.

3. Following guidance from the Federal CIO, VA will utilize existing JAB ATO or agency ATO issued by another agency as a starting point for FedRAMP requirements. If neither of those exist, VA will sponsor FedRAMP ATO. VA will be using the FedRAMP baselines as a starting point, since they are specifically tailored for cloud services.

4. The Contractor shall, where applicable, assist with the VA ATO Process to help achieve agency authorization of the cloud service or migrated application.

5. The Contractor shall complete a FedRAMP System Security Plan (SSP) and supporting documentation within 45 days after contract award. (If Data Security Categorization is High Impact, this will be due 85 days after contract award.)

6. The Contractor shall complete a Third-Party Assessment Organization (3PAO) Security Assessment Plan (SAP) within 90 days after contract award. (If Data Security Categorization is High Impact, this will be due after 130 days after contract award.)

7. The Contractor shall complete a 3PAO Security Assessment Report (SAR) within 140 days after contract award. (If Data Security Categorization is High Impact, this will be due 180 days after contract award.)

8. The Contractor shall afford VA access to the Contractor’s and Cloud Service Provider’s (CSP) facilities, installations, technical capabilities, operations, documentation, records, and databases.

9. If new or unanticipated threats or hazards are discovered by either VA or the Contractor, or if existing safeguards have ceased to function, the discoverer shall immediately bring the situation to the attention of the other party in accordance with the security addendum B.

10. The Contractor shall not release any data without the consent of VA in writing. All requests for release must be submitted in writing to the Contracting Officer’s Representative (COR)/Contracting Officer (CO).

11. For live VA data to be used in this system, a FedRAMP Authorization and Agency ATO will be required.

Deliverables

1. FedRAMP System Security Plan (SSP) and supporting documentation

2. VA Implementation Diagram: This is a VA specific architecture diagram demonstrating the proposed implementation of this system at VA (VAID)

3. 3PAO Security Assessment Plan (SAP)

4. 3PAO Security Assessment Report (SAR)

Item Specifications

1. All orderable items that require a government or industry quality level, endorsement, or other quality assurance standard must meet these criteria.

a. Items purporting to meet these criteria but lacking any proof of doing so are not allowable.

b. The Contractor shall provide documentation proving the relevant items meet the required criteria upon request by the VISN20 AUS, the facility COR, and ordering CO.

2. Tasks under this PWS shall be performed in VA facilities located in VISN20. Work may be performed at remote locations with prior concurrence from the VISN20 AUS, ordering CO or designee.

Applicable Documents.

In performance of the tasks associated with this Performance Work Statement, the Contractor shall comply with the following

1. 44 U.S.C. § 3541, “Federal Information Security Management Act (FISMA) of 2002”

2. FIPS Pub 201, “Personal Identity Verification of Federal Employees and Contractors,” March 2006

3. 5 U.S.C. § 552a, as amended, “The Privacy Act of 1974”

4. 42 U.S.C. § 2000d “Title VI of the Civil Rights Act of 1964”

5. VA Directive 0710, “Personnel Suitability and Security Program,” September 10, 2004

6. VA Directive 6102, “Internet/Intranet Services,” July 15, 2008

7. 36 C.F.R. Part 1194 “Electronic and Information Technology Accessibility Standards,” July 1,2003

8. Office of Management & Budget (OMB) Circular A-130, “Management of Federal Information Resources,” November 28, 2000

9. 32 C.F.R. Part 199, “Civilian Health and Medical Program of the Uniformed Services (CHAMPUS)”

10. An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule, October 2008

11. Sections 504 and 508 of the Rehabilitation Act (29 U.S.C. § 794d), as amended by the Workforce Investment Act of 1998 (P.L. 105-220), August 7, 1998

12. Homeland Security Presidential Directive (12) (HSPD-12)

13. VA Directive 6500, “Information Security Program,” August 4, 2006

14. VA Handbook 6500.6, “Contract Security,” March 12, 2010

15. Program Management Accountability System (PMAS) portal (reference PWS References – Technical Library at https://www.voa.va.gov/)

Places of Performance

Alaska

Mat-Su VA Community Based Outpatient Clinic 865 N. Seward Meridian Parkway, Suite 105 Wasilla, AK 99654 Fairbanks VA Community Based Outpatient Clinic Bassett Army Community Clinic Bldg 4076, Neeley Road, Room 1J-101 Fort Wainwright, AK 99703

Kenai VA Community Based Outpatient Clinic Central Peninsula Hospital VA Clinic 240 Hospital Place, Suite 105 Soldotna, AK 99669 Juneau Federal Bldg 709 West 9th Street, Suite 150 Juneau, AK 99801

Homer VA Outreach Clinic 4300 Bartlett Street Homer, AK 99603 Elmendorf-Richardson VA Clinic 5955 Zeamer Avenue, 673rd Medical Group, Building 673 Joint Base Elmendorf-Richardson, AK 99506-3702

Idaho

Twin Falls Idaho Outpatient Clinic 260 2nd Avenue East Twin Falls, ID 83301 Mountain Home Idaho Outpatient Clinic 815 North 6th East Mountain Home, ID 83647

Salmon Idaho Outpatient Clinic 705 Lena Street Salmon, ID 83467 Lewiston (ID) Community Based Outpatient Clinic 1630 23rd Avenue, Bldg. 2 Lewiston, ID 83501

Caldwell Idaho Outpatient Clinic 4521 Thomas Jefferson Drive Caldwell, ID 83605 North Idaho CBOC 915 W. Emma Avenue Coeur d ‘Alene, ID 83814

Morrow County VA Clinic 2 Marine Drive, Suite 103 Boardman, OR 97818

Oregon

Burns Oregon Outpatient Clinic 271 N Egan Ave Burns, OR 97720 Newport Outreach Clinic 1010 SW Coast Highway Newport, OR 97365

The Dalles Outreach Clinic Oregon Veterans Home 704 Veterans Drive The Dalles, OR 97058 West Linn CBOC 1750 SW Blankenship Rd Ste 300 West Linn, OR 97068

Bend CBOC 2650 NE Courtney Drive Bend, OR 97701 Salem CBOC 1750 McGilchrist St. SE, Suite 130 Salem, OR 97302

Brookings VA Clinic 840 Railroad St Brookings, OR 97415 North Coast CBOC 91400 N. Neacoxie Street, building 7315 Warrenton, OR 97146

Eugene Health Care Center 3355 Chad Dr.

Eugene, OR 97408 Eugene VA Downtown Clinic 211 E 7th Ave Suite 118 Eugene, OR 97401

Fairview Clinic 1800 NE Market Drive Fairview, OR 97024 Grants Pass West VA CBOC 1877 Williams Hwy Grants Pass, OR 97527

Hillsboro CBOC 1925 NE Stucki Ave., Suite #300 Hillsboro, OR 97006 Klamath Falls CBOC 2225 North El Dorado Blvd.

Klamath Falls, OR 97601

La Grande (OR) Community Based Outpatient Clinic 202 12th Street La Grande, OR 97850 Lincoln City Clinic 4422 NE Devils Lake Road, Suite 2 Lincoln City, OR 97367

North Bend VA Clinic 2191 Marion Street North Bend, OR 97459 Wallowa County VA Clinic 401 Northeast 1st Street, Suite A Enterprise, OR 97828-1186

Washington

VA Puget Sound Health Care System - American Lake Division 9600 Veterans Dr Tacoma Lakewood, WA 98493 VA Portland Health Care System - Vancouver Campus 1601 E. Fourth Plain Blvd Vancouver, WA 98661

Silverdale VA Clinic 9177 Ridgetop Boulevard NW Silverdale, WA 98383-8519 South Sound CBOC 151 NE Hampe Way Chehalis, WA 98532

Yakima (WA) Community Based Outpatient Clinic 717 Fruitvale Blvd.

Yakima, WA 98902 Mount Vernon CBOC 307 S. 13th St., Suite 200 Mount Vernon, WA 98274

North Olympic Peninsula 1114 Georgiana St Port Angeles, WA 98362 Richland (WA) Community Based Outpatient Clinic 825 Jadwin Ave., Ste. 250, Federal Bldg., 2nd Floor Richland, WA 99352

Wenatchee CBOC 2530 Chester-Kimm Road Wenatchee, WA 98801 Edmonds VA Clinic 21616 76th Avenue West, Professional Center, Suite 112 Edmonds, WA 98026-7512

Puyallup VA Clinic 11216 Sunrise Boulevard East, Suite 209, Building 3 Puyallup, WA 98374-8848

Renton VA Clinic 419 South 2nd Street, Suite 2 Renton, WA 98057-2234

South Lucile Street VA Clinic 305 South Lucile Street, Suite 103 Seattle, WA 98108-2434

As the VA adds new points of medical care to the several states that constitute the serviced area, the list of locations may be updated with supplemental Modifications.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Boise Virtual Town Hall Event - Annual total from attached Price/Cost Schedule Worksheet

Contract Period: Base POP Begin: 03-01-2023 POP End: 02-29-2024

Portland Virtual Town Hall Event

Contract Period: Base

Roseburg Virtual Town Hall Event

Contract Period: Base

Puget Sound Virtual Town Hall Event

Contract Period: Base

Spokane Virtual Town Hall Event

Contract Period: Base

Walla Walla Virtual Town Hall Event

Contract Period: Base

White City Virtual Town Hall Event

Contract Period: Base

Alaska Virtual Town Hall Event

Contract Period: Option 1 POP Begin: 03-01-2024 POP End: 02-28-2025

Boise Virtual Town Hall Event

Contract Period: Option 1

Portland Virtual Town Hall Event

Contract Period: Option 1

Roseburg Virtual Town Hall Event

Contract Period: Option 1

Puget Sound Virtual Town Hall Event

Contract Period: Option 1

Spokane Virtual Town Hall Event

Contract Period: Option 1

Walla Walla Virtual Town Hall Event

Contract Period: Option 1

White City Virtual Town Hall Event

Contract Period: Option 1

Alaska Virtual Town Hall Event Pricing for additional 6 months if extension is necessary Annual total from attached Price/Cost Schedule Worksheet

Contract Period: Option 3 POP Begin: 03-01-2025 POP End: 08-31-2026

Boise Virtual Town Hall Event

Annual total from attached Price/Cost Schedule Worksheet

Contract Period: Option 3

Portland Virtual Town Hall Event

Annual total from attached Price/Cost Schedule Worksheet

Contract Period: Option 3

Roseburg Virtual Town Hall Event

Annual total from attached Price/Cost Schedule Worksheet

Contract Period: Option 3

Puget Sound Virtual Town Hall Event

Annual total from attached Price/Cost Schedule Worksheet

Contract Period: Option 3

Spokane Virtual Town Hall Event

Annual total from attached Price/Cost Schedule Worksheet

Contract Period: Option 3

Walla Walla Virtual Town Hall Event

Annual total from attached Price/Cost Schedule Worksheet

Contract Period: Option 3

White City Virtual Town Hall Event

Annual total from attached Price/Cost Schedule Worksheet

Contract Period: Option 3

***See attached document: Price-Cost Schedule***

B.3 TERMS AND CONDITIONS

The Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH the Department of Veterans Affairs:

B.4 ADMINISTRATIVE DATA

A Blanket Purchase Agreement (BPA) is hereby established between and the Department of Veterans Affairs under the following terms and conditions incorporated in this BPA:

Primary Point of Contact: TBD Alternate Point of Contact: TBD

DUNS NUMBER:

Cognizant Office (Include complete address):

NCO 20 Network Contracting Office

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

B.5 PRICING

Contract Services as listed below, with associated pricing, can be ordered under this BPA. The Contractor shall be allowed to vary within the categories for successful and efficient task completion not to exceed funded values of each order awarded under this agreement. As proposed, the Contractor will apply applicable extended/tier pricing to all categories used in the performance of orders issued under this Agreement. Orders may be awarded on a basis only. All Calls/Orders placed against this BPA are subject to the terms and conditions of the referenced BPA, the Contractor's proposal and this Agreement, except where noted below. Contractor's proposal dated is hereby referenced.

B.6 SEGREGATION OF COSTS

a. The "Payments under Time-and-Materials and Labor-Hour Contracts" clause provides for reimbursement to the contractor of costs incurred for certain items and services purchased directly for the contract, subject to certain limitations set forth in the clause. Such items may include the lease/purchase of equipment, travel expenses for Government- directed travel, consumable materials, tuition and registration fees for specialized training, and other services or items acquired for the Government's account under the Government Property clause. The items and services which the BPA holder is authorized to purchase on a cost- reimbursement basis shall be limited to only those specific items and services described in the order(s) issued to the BPA holder as authorized for purchase.

b. The BPA holder shall segregate costs associated with materials and other items authorized to be purchased on a cost-reimbursement basis (to be specified in each order) from other costs associated with the performance of this contract in such a manner that at any time the costs subject to reimbursement under each order shall be readily ascertainable.

c. The "Ceiling Price" referred to in the "Payments under Time and Materials and Labor-Hour Contracts" clause shall be the ceiling price as stated in each order.

B.7 GENERAL SERVICES ORDERS

a. The BPA holder shall furnish all the necessary qualified personnel, materials, facilities and management resources to furnish the services set forth in the Statement of Objectives (SOO) or the Performance Work Statement (PWS) within the terms specified and at the price(s) stated.

b. It is understood and agreed that the BPA holder shall provide Fixed-Price proposals when requested by the Contracting Officer (CO). The contractor's proposal shall be priced using labor rates and labor categories here in provided. The CO will issue Fixed Priced Orders upon completion of negotiations of contractor proposals.

B.8 LABOR HOUR ORDERS

a. It is intended that the majority of orders issued for performance under this BPA will be Fixed-Priced Orders. However, on occasion Labor Hour Orders may be issued. This section applies to such orders only.

b. The BPA holder shall furnish all the necessary qualified personnel, materials, facilities and management resources to furnish the services set forth in the Statement of Objectives (SOO) or the Performance Work Statement (PWS) within the terms specified and at the price(s) stated. All orders will be issued and modified at the labor rates in effect at the time the work is performed.

c. It is understood and agreed that the BPA holder shall use in the performance of the contract the labor categories and hours specified in each order.

d. The labor categories and hours specified in each order represent the current best estimate of the services to be performed. To enhance flexibility and to allow the BPA holder to determine the optimum labor mix for the order the BPA holder may without notice to the Government, increase or decrease the number of hours for each category specified in the individual order by no more than %. These adjustments are allowable only to the extent that the ceiling price and the total number of hours of the labor CLIN(s) are not exceeded. The BPA holder will not be paid more than the ceiling price of any individual order.

e. Government Reimbursement of BPA Holder-Incurred Training Costs in Support of Mission-Unique Department of Veterans Affairs Requirements. BPA holder\personnel are required to possess all the skills necessary to support at least the minimum requirements of the Performance Work Statement (PWS) tasking for the labor category under which they are performing. Training to meet such minimum requirements must be provided by the BPA holder and is included in the fixed price labor rates. In situations where the "Government User" being supported by an order under the basic contract requires some "unique" level of support beyond the minimum requirements of the PWS because of program/mission-unique needs, then the BPA holder may directly charge the order (in the same manner as one might charge work-related TDY expenses) in order to obtain the unique training required for successful support if authorized in the order. Such education/training might be provided by Government entities or by "third party" private entities such as companies who specialize in providing professional or specialized training/education seminars/classes. Direct labor expenses, and travel related expenses allowable under the Joint Travel Regulations (JTR), may be allowed to be billed on a cost reimbursement basis. Tuition/Registration/Book fees (costs) that may be applicable to an individual course/seminar may be recoverable as a direct cost if specifically authorized in a particular order. Documentation (in the form of a Department of Veterans Affairs Program Office signed memorandum that such contemplated labor, travel, and costs to be reimbursed by the Government are mission essential and in direct support of "unique" or special Program Office requirements) will be required to support the billing of such costs against the order, which authorized payment, therefore.

f. In the event the BPA holder expends fewer hours than set forth in the individual order, the total order shall be adjusted to reflect the actual number of hours expended and the final order price. In no case will the final price exceed the ceiling price of the order.

g. Notwithstanding any other provision, the BPA holder shall maintain sufficient accounting records for verification of the hours and categories of labor incurred in the performance of each order. It is further understood and agreed that the accounting records shall be available for Government review during the performance of the contract and until three years after final payment under the contract. In the event subcontract labor is included in the labor effort contained in paragraph (c) above, the foregoing records provisions shall be included in all applicable subcontracts.

h. Payment under individual orders for CLINs (to be specified in order) will be in accordance with FAR 52.232-7 entitled "Payments under Time-and-Materials and Labor-Hour Contracts." Withholding of amounts due as contemplated by the clause will apply to the total contract and not to individual orders. Withholding will not exceed $50,000.00 for the entire contract, regardless of the number of orders issued against the contract, and will apply to the first order and continue until the maximum withholding amount is reached. To facilitate closeout of early orders, the amount withheld may be transferred to any subsequent active order. Ceiling price, as used in the clause, applies to each individual order, not to the total contract.

B.9 NONPERSONAL SERVICES

a. In performance of this contract, the BPA holder will provide services as required by program offices to support management of their overall mission. This will be based upon the order's performance work statement for the specific effort. Orders will be formally issued to the BPA holder as opposed to individual BPA holder employees.

b. The services required under the Agreement constitute professional and management services within the definition provided by FAR 37.201. Under this Agreement the Government will obtain professional services, which are essential to the Department of Veterans Affairs mission but not otherwise available within Department of Veterans Affairs.

c. The Government will neither supervise BPA holder employees nor control the method by which the BPA holder performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual BPA holder employees. It shall be the responsibility of the BPA holder to manage their employees and to guard against any actions that are of the nature of personal services, or give the perception of personal services. If the BPA holder feels that any actions constitute, or are perceived to constitute personal services, it shall be the BPA holder's further responsibility to notify the Contracting Officer immediately.

d. These services shall not be used to perform work of a policy/ decision making or management nature. All decisions relative to programs supported by BPA holders will be the sole responsibility of the Government. Support services will not be ordered to circumvent personnel ceilings, pay limitations, or competitive employment procedures.

B.10 AUTHORIZED LIMITS

The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach /per Order. This Order Limit may be increased by mutual agreement of the parties as necessary, in whole or part. The authorized Ceiling Limit of the Agreement is set at over the period covered by the Agreement; this ceiling is also not a guarantee. The Ceiling Limit may also be raised in association with Order Limit increases or other conditions which, by mutual agreement of the parties, maybe considered necessary. Authorization for individual orders above the stated order and/or Ceiling Limits must be coordinated through the Contracting Officer before larger valued orders can be issued and prior to commencement of work. All unauthorized work, regardless of amount, will be processed through the ratification process.

B.11 OBLIGATION OF FUNDS

This BPA does not obligate any funds. The Government is obligated only to the extent of authorized orders actually issued under the BPA by the Contracting Officer.

B.12 PERIOD OF PERFORMANCE

This BPA expires on 02/29/2025 or such later ending date as determined by the exercise of any option.

B.13 AUTHORIZED INDIVIDUALS

Individuals Authorized to Place Orders:

DVA authorizes the following entities to place orders: TBD

B.14 ORDER FORMAT

Orders will be placed against this BPA via e-mail, Electronic Data Interchange (EDI), FAX, or in hardcopy format. Each individual BPA Order will describe the tasks, services and deliverables required.

B.15 AUTHORIZED REPRESENTATIVES

The primary Contracting Officer (CO) for this Agreement is:

The Primary Contracting Officer's Representative (COR) for projects under this Agreement is: TBD The Secondary Contracting Officer's Representative (COR) for projects under this Agreement is: TBD

The Primary and/or Secondary COR will be responsible for technical monitoring of the contractor's performance and deliveries. The COR and the Contractor's Representative shall work together to ensure that all contractual requirements are being met. The COR will interpret specifications or technical portions of the work. The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(4) Terminate, for any reason, the contractor's right to proceed;

(5) Obligate in any way, the payment of money by the Government. Only a warranted Contracting Officer is authorized to obligate funds on this or any other contract action.

The contractor shall immediately notify the Contracting Officer in writing if the COR has taken an action (or fails to take action) or issues directions (written or oral) that the contractor considers to exceed the above limitations.

The contractor shall provide the Contracting Officer information copies of all correspondence to the COR.

B.16 FEDERAL HOLIDAYS

Unless specifically authorized in writing by the Contracting Officer, no services will be provided and no charges will be incurred and/or billed to any order on this contract on any of the Federal Holidays listed below.

Independence Day

B.17 PROHIBIT ACTIVITIES

The BPA holder shall not perform tasks under any resultant order which involve the following:

(a) preparation of any statement of requirements, objectives, or needs to be procured by the Government for services, whether to be acquired by future orders under the program, or by any other contract action at Department of Veterans Affairs;

(b) evaluation of the qualifications of a potential source or any proposal for a contract or order by the Government for services or any other supplies or services;

(c) formulation of "best value" criteria, acquisition plans, solicitations or strategies for the purchase of -like services;

(d) preparation of documentation for future orders for services.

B.18 TRAVEL REIMBURSEMENT

The Government will reimburse the cost of travel required in conjunction with performance of orders issued under this contract. Reimbursement for travel is limited to that which is required in the performance of the order. Specific Government direction to attend meetings or gather information shall be reimbursed on a cost reimbursable basis only. Local travel or the relocation of BPA holder personnel from other geographic areas for the purpose of staffing an order, are not subject to reimbursement. The Government will not pay travel charges for travel to and from the BPA holder employee's home and the DVA Office or to and from one company building to another (either within a company or to and from a prime to a sub company). Travel costs subject to reimbursement are limited to travel occurring at the direction of the Government, performed in conjunction with a specific requirement for a trip authorized in the order. Any administrative/clerical support travel costs shall be considered and approved by the Contracting Officer on a case-by-case basis.

B.19 INVOICES

a. Inspection and acceptance shall be accomplished as follows: The Government, for all services furnished under any resulting order, hereby designates the COR in the program office as the point of final inspection and acceptance. The BPA holder will submit each invoice, including all back-up data, to the Contracting Officer (CO) for review and signature. When the CO receives an accurate and complete invoice, he/she will return a signed copy to the BPA holder within five (5) working days. If the invoice is incomplete or inaccurate, the CO will return the unsigned invoice to the BPA holder for correction. The Contracting Officer will then forward the signed invoice to the Chief Financial Officer (CFO) for payment. Final payment for each order will be accomplished by final invoice accompanied by a receiving report.

b. An itemized invoice shall be submitted to the CO at least monthly or upon expiration of this BPA, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. Copies of delivery tickets shall support these invoices. "Approved-for-payment" invoices will be submitted to the payment address specified on each individual order issued under this BPA.

B.20 PRECEDENCE

36C26023Q0351 The Terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence.

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…