36C26120Q0369-007.docx

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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.

DUNS:

DUNS+4:

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. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

640-20-2-504-0010

36C26120Q0369 03-16-2020

RICO JOHNSON

916-923-4513 04-06-2020

11:00AM PST

612MCP

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Northern California HealthCare System 5342 Dudley Blvd, Bldg 209 McClellan CA 95652-2609

X

541611 $16.5 Million

N/A

VA Northern California Healthcare System 5342 Dudley Blvd., Bldg. 209

McClellan CA 95652

612MCP

Department of Veterans Affairs Department of Veterans Affairs VA Northern California HealthCare System 3230 Peacekeeper Way, Bldg. 209 McClellan CA 95652-1012

Department of Veterans Affairs FMS VA-9(101) Financial Services Center

PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page The contractor shall provide Lean Consulting Service for the VA Palo Alto Health Care System

See CONTINUATION Page

RICO L. JOHNSON

CONTRACTING OFFICER

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 36C261 Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Northern California HealthCare System 5342 Dudley Blvd, Bldg 209 McClellan CA 95652-2609

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.

Department of Veterans Affairs FMS VA-9(101) Financial Services Center

PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Section B Schedule of Supplies/Services Price Delivery Schedule

Base Year: 1 June 2020 to 31 May 2021

Rate Total Cost

Total Cost

Option Year #1: 1 June 2021 to 31 May 2022

Rate Total Cost

Total Cost

Option Year #2: 1 June 2022 to 31 May 2023

Rate Total Cost

Total Cost

Option Year #3: 1 June 2023 to 31 May 2024

Rate Total Cost

Total Cost

Option Year #4: 1 June 2024 to 31 May 2025

Rate Total Cost

Total Cost

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Statement of Work – Palo Alto Health Care System Lean Six Sigma Consultant Services

1. PROJECT TITLE: Lean Six Sigma (LSS) Consultant Services to further develop VA Palo Alto Healthcare System’s (VAPAHCS) Lean Management System branded as the Service Improvement Model.

2. BACKGROUND: VAPAHCS has been on a eight-year lean journey focused on implementing a management system as a standard for how business is conducted throughout the healthcare system. The progression has been to start with project and value stream work and then a focus on building the daily management system.The purpose of this task order is to further the development of VAPAHCS’s Service Improvement Model (SIM). Consultant services are required to assist in the development and execution of the SIM roadmap which will guide the next evolution and continued deployment of SIM.

3. SCOPE

VAPAHCS requires expert consultant services in the areas of executive coaching for organizational performance, development, deployment, and management of strategic initiatives, and maturation of the existing lean management system. Consultants must be flexible to adapt to changing needs of the healthcare system and potential changes to the SIM roadmap.

I. Service Improvement Model (SIM) Overview:

The organization has been focused on implementing a lean management system for the past 8 years and has recently transitioned to Lean Six Sigma in order to become a more data driven organization capable of higher quality root cause analysis. The organization is still fairly novice in the following areas:

· Hoshin planning and goal deployment

· Value Stream management

· Daily performance management

II. Program Descriptions:

Lean Senseis will provide in-house facilitative skills, and Executive and Mid-Level mentoring and training, serving to guide and support deployment of SIM.

The contractor will provide hands-on technical training and mentoring to advance SIM. This is accomplished via an Executive Level Sensei and a Mid-Level Sensei.

A. Executive Level Sensei – The executive level sensei is the principle mentor for Healthcare System Leadership.

1. Primary goals and objectives are to:

a. Enhance Leaderships’ understanding of Lean Six Sigma and their critical role in implementing it throughout the organization.

b. Develop strategic alignment of organizational improvement and resources, and establish the requisite deployment structures. The executive sensei facilitates the enterprise level strategic improvement plan guiding the Leadership team to design, execute, and monitor improvement efforts including development of the SIM Roadmap. The sensei teaches Executives to understand the technical components of LSS so they can hold the rest of the organization accountable for implementation. The sensei teaches and then coaches the Executive Team members direct modeling and transmission of central Lean Six Sigma tenets B. Executive Coaching: Will provide at least 1 hour per week of individual coaching for each member of the Executive Team (7 members). This is in addition to coaching executives on specific improvement initiatives that may be identified at the enterprise level.

C. Mid-Level Sensei – The mid-level sensei facilitates and supports the direct transfer of LSS skills through facilitation and implementation of Rapid Process Improvement Events/Workshops/Projects, and Value Stream Analysis.

1. Primary goal is to enhance the knowledge, understanding and application of LSS principles and tools to front line staff, mid-level managers, and improvement staff.

D. Executive and Mid-Level Sensei Collaboration

1. Senseis work collaboratively sharing information, materials, data, and conversations pertinent to successful deployment of the SIM throughout the healthcare system.

2. Sensei work collaboratively with the Chief, Office of Quality, Safety (QSV), and Value and Director, Office of Process Improvement (OPI)

3. Any issues or concerns impacting SIM deployment or where guidance is needed, senseis will contact the Chief, QSV

III. Scope of Work:

Contractor shall provide all labor, supervision, and other resources required to provide on-site facilitation, education, coaching, and mentoring support in order to further the deployment of SIM in accordance with this Statement of Work at the VA Palo Alto Health Care System. All services should be provided in person. Contractor will provide Executive-Level and Mid- Level Sensei personnel.

Concepts used by the contractor must align with the SIM model of lean at VAPAHCS and must be able to adapt content, materials, trainings, etc. to align with SIM language, terminology and standards.

Tasks Include:

Teach, mentor and use Lean Six Sigma analytical and modeling tools using software tools such as SPC XL, SPSS Analytics:

· Value Stream Mapping

· Quality Functional Deployment

· Probability

· Total Productive Maintenance

· Correlation and Regression Analysis

· ANOVA

· Kano Analysis

· Failure Mode and Effects Analysis

· Basic and Intermediate Design of Experiment

· Parametric and non-parametric statistics

· Measurement System Analysis

· Design for Six Sigma

· Rapid Process Assessment

· ROI

· Control charts

· Process Performance Teach, mentor and use Lean Six Sigma process design for Value Stream or Process Improvement:

· Value Stream performance improvement

· Pull Systems / one-piece flow

· First time quality

· Error-proofing / poka yoke

· Set up reduction time

· Reduction in change over time

· Heijunka

· Critical Change Project Management

· Sustainment of improvement using a management system

Training and coaching Executive Team members on their role in a Lean Six Sigma organizational transformation:

· Demonstrated experience in implementing Change Management techniques for LSS transformation

· Demonstrated experience in training and coaching Executive team members in leading LSS transformation

· Hoishin planning and Goal Deployment

· Coaching and positioning OPI and QSV leaders to coach Executive Team members

· Provide 1 hour per week of individual, on-site coaching for each member of the Executive Team (7 members/ 7 hours)

Train and coach the internal LSS consultant office (Office of Process Improvement OPI):

· Training, mentoring and certifying internal LSS staff to Black Belt and then Master Black Belt certification

· Mentoring internal LSS staff to develop KPIs and process standards

· Teaching, mentoring internal LSS staff to consult/assist with Goal Deployment

· Consulting on LSS deployment plan (in this case SIM Roadmap)

Provide facility wide LSS Black Belt Training:

· Training, mentoring and certifying all levels of staff to Black Belt certification. Ensuring any LSS training program incorporates the local methods and standards (in this case SIM)

A. The contractor shall alert Chief QSV of any events or emergencies impacting the fulfillment of duties or impacting a scheduled site visit as soon as it is known. Communication must be via telephone and not via email communication.

B. The contractor shall hold Monthly status meetings with Chief QSV to discuss the Monthly Status Report. The contractor shall keep minutes of monthly meeting and distribute for participant review no later than seven (7) calendar days after the meeting.

C. The contractor shall obtain electronic copies of documents generated during improvement work (e.g. A3s, Standard Work, planning documents and progress reports etc.) and upload to QSV sharedrive.

D. Transition-Out: The contractor shall facilitate a seamless transition from the incumbent to an incoming contractor or Government personnel at the expiration of the Task Order. This will be in the form of a formal document identifying each area of work, progress of the work, and plans for transition.

IV. Period of Performance:

The Performance Period of this Task Order is for one Base Period of twelve (12) months plus 4 option years after award of the Task Order. Exact period of performance is determined at award of the Task Order.

V. Contractor Key Personnel Requirements:

A. Contractor shall use no more than one (1) key personnel individual to provide Executive and three (3) key personnel individual Mid-Level Sensei support at this site. When practicable, the same individual will provide Executive or Mid-Level Sensei services throughout the period of performance.

B. Sensei Personnel for performance of this contract must demonstrate the following:

1. Preferred five (5) years of applying LSS in healthcare organizations.

2. Minimum of five (5) years experience facilitating large-scale enterprise level LSS transformation.

3. Experience and ability to successfully teach Lean Six Sigma course materials to all levels of student knowledge and experience (beginning, intermediate, and advanced) to achieve course objectives.

4. Ability to plan, multi-task, and deliver services on schedule; ability to provide on-site support for work.

5. Contractor employees shall abide by the rules and regulations concerning the maintenance of personal standards for instructor integrity, grooming, conduct, speech, and fraternization.

6. Contractor employees must be able to write and speak in clear English so as the employees can be clearly understood by Government personnel.

7. Contractor employees shall present a professional appearance at all times and their conduct shall not reflect discredit upon the United States, the Department of Veterans Affairs (DVA), its policies, leadership or staff.

8. The Executive sensei must have Master Black Belt in Lean Six Sigma certification (preferably from an American Society for Quality accredited institution) plus have the skills and abilities to perform the tasks listed in section III. Scope of Work and have the demonstrated experience and success in applying the Lean Six Sigma tools listed below.

9. The Mid-level sensei must have Black Belt in Lean Six Sigma certification (preferably from an American Society for Quality accredited institution) plus have the skills and abilities to perform the tasks listed in section III. Scope of Work and have the demonstrated experience and success in applying the Lean Six Sigma tools listed below.

Contractor must demonstrate the following experience and success for both the Executive and Mid-level senseis:

Demonstrated experience and success in applying Lean Six Sigma analytical and modeling tools using software tools such as SPC XL, SPSS Analytics:

· Value Stream Mapping

· Quality Functional Deployment

· Probability

· Total Productive Maintenance

· Correlation and Regression Analysis

· ANOVA

· Kano Analysis

· Failure Mode and Effects Analysis

· Basic and Intermediate Design of Experiment

· Parametric and non-parametric statistics

· Measurement System Analysis

· Design for Six Sigma

· Rapid Process Assessment

· ROI

· Control charts

· Process Performance

Demonstrated experience and success in implementing Lean Six Sigma process design for Value Stream or Process Improvement:

· Value Stream performance improvement

· Pull Systems / one-piece flow

· First time quality

· Error-proofing / poka yoke

· Set up reduction time

· Reduction in change over time

· Heijunka

· Critical Change Project Management

· Sustainment of improvement using a management system

Demonstrated experience and success in training and coaching Executive Team members on their role in a Lean Six Sigma organizational transformation (Executive level sensei only)

· Demonstrated experience in implementing Change Management techniques for LSS transformation

· Demonstrated experience in training and coaching Executive team members in leading LSS transformation

· Hoishin planning and Goal Deployment

Demonstrated experience and success in training and coaching the internal LSS consultant office (Office of Process Improvement OPI):

· Training, mentoring and certifying OPI staff to Black Belt and then Master Black Belt certification

· Positioning OPI to move into Executive Coaching role

· Mentoring internal OPI staff to develop KPIs and process standards

· Teaching, mentoring OPI staff to consult/assist with Goal Deployment

· Consulting on LSS deployment plan (in this case SIM Roadmap)

Demonstrated experience and success in training facility wide LSS Black Belts:

· Training, mentoring and certifying all levels of staff to Black Belt certification. Must be a Master Black Belt in Lean Six Sigma in order to be able to do this.

C. Ensuring any LSS training program incorporates the local methods and standards (in this case SIM)The Government may, at its sole discretion, direct the contractor to remove any contractor employee from performance of this contract. Removal does not relieve the contractor of the responsibility to continue providing the services required under this task order. Within seven (7) calendar days, the Contracting Officer (CO) will provide the contractor with a written explanation to support any request to remove an employee. Any personnel the contractor offers as substitutes shall have the ability and qualifications equal to or better than the key personnel that are being replaced.

D. The contractor agrees that the key personnel shall not be removed, diverted, or replaced from work without approval of the CO. Any personnel the contractor offers as substitutes shall have the ability and qualifications equal to or better than the key personnel that are being replaced. Requests to substitute personnel shall be approved by the CO. All requests for approval of substitutions in key personnel shall be submitted to the Chief, QSV and the CO within 30 calendar days prior to making any change in key personnel. The request shall be written and provide a detailed explanation of the circumstances necessitating the proposed substitution. The contractor shall submit a complete resume for the proposed substitute and any other information requested by the CO needed to approve or disapprove the proposed substitution. The CO will evaluate such requests and promptly notify the contractor of approval or disapproval thereof in writing.

VI. Lean Management System Core Materials:

A. SIM orientation and training will be provided to selected contractor through a variety of methods including but not limited to face to face orientation and printed/electronic materials. Access to all materials including Lean educational presentation materials, forms, templates, Lean event specific materials, agendas, and any Lean training supplies will be provided to the contractor by QSV.

VII. Contract Deliverables:

1. Contractor will provide 30 days (240 hours) of consulting services per month on average not to exceed 2,880 hours per contract year. Exact number of hours used per month will be decided in agreement with the QSV Chief based on predicted activities at the beginning of each month and reconciled the following month.

2. Monthly Status Report – Due 5 business Days after close of the month. Contractor will provide an overall Project Work Plan that includes current state assessment and planning, work redesign, and milestones for implementation. Status during reporting period (Note: Include documentation of activities performed i.e. Meeting Minutes, Class Evaluations and Rosters, RPIE/RPIW materials or minutes, etc.)

1) Ongoing Activities

2) Completed Activities

3) New Activities identified

4) Reports Number of hours billed

5) Predicted number of hours and activities for the following month

6) Problems and Corrective Actions Taken (include potential issues or concerns with proposed resolutions)

7) Changes in Personnel, to include Security Clearance

8) Government actions required

9) Progressed SIM Schedule

Upon completion of events listed in the table below, contractor shall include the deliverable(s) listed for that event in the Monthly Status Report for that reporting period.

Special Delivery Instructions:

1. Instructional Material: All materials shall be provided in softcopy and hardcopy format.

1. Softcopy format: Softcopy materials shall be in Microsoft Excel, Microsoft PowerPoint, or Microsoft Word format.

1. Hardcopy format:

0. The material shall be legible (especially tables and figures).

0. Materials shall be provided in compact, durable formats (for example, double sided when possible).

3. Transition-Out Plan / Close Out Report – Due 30 calendar days prior to expiration of Task Order

a. The Transition-Out plan shall demonstrate how the contractor will coordinate with an incoming contractor for a seamless transition that provides for minimal disruption of the SIM activities ongoing.

b. The Transition-Out plan will address the following at minimum: i.History and background of the site lean journey

ii. Project Management Processes

iii. Points of Contact

iv. Location of Technical and Project Management documentation

v. Status of ongoing Technical Initiatives and historical perspective of all initiatives

vi. Value Stream Schedules and Milestones

vii. Government actions required

VIII. Travel:

VAPAHCS is comprised of 11 sites within commuting distance. Services will primarily be provided at the main campus in Palo Alto, CA. Travel to other sites may be required as part of this contract. Travel would be limited to less than 15% of the time. Contractor is responsible for travel to VAPAHCS sites to provide consulting services as required by this contract.

IX. Security:

Contractors will require access to VA facilities and VA network systems for performance of duties and will be required to obtain a VA Personal Identity Verification (PIV) card.

HSPD-12 directs all federal agencies and departments to issue identity cards to provide government workers, contractors, and affiliates with a credential that provides the attributes of security, authentication, trust, and privacy and can be used to verify identities in order to enter federal buildings or gain access to federal computer networks.

PIV Cards may be issued to employees, contractors, and affiliates, including foreign nationals, who have a verified need to access VA physical and/or logical resources for a period of more than 180 concurrent or aggregate days in a 365 day period and require unsupervised access to VA facilities or information systems.

All contractor employees who require access to the Department of Veterans Affairs’ computer systems shall be the subject of a background investigation and must receive a favorable adjudication from the VA Office of Security and Law Enforcement prior to contract performance. The contractor must take the required TMS training to get access to the computer system. This requirement is applicable to subcontractor personnel requiring the same access.

1. Position Sensitivity – The position sensitivity has been designated as Low Risk.

2. Background Investigation – The level of background investigation commensurate with the required level of access is a National Agency Check with Written Inquiries.

3. Contractor Responsibilities -

a) The contractor shall prescreen all personnel, to include non-U.S. Nationals requiring access to the computer systems to ensure they are able to pass the Special Agreement Check, and are able to read, write, speak and understand the English language. The term “United States National” includes both U.S. Citizens and U.S. non-citizen nationals (i.e. American Samoans).

b) The contractor shall submit the following information to the CO within 5 days of receipt of contract award:

c) (i) Applicant’s full name to include complete middle names

(ii) SSN

(iii) Date of birth (DOB) and place of birth to include city, state, country

(iv) Occupation

(v) Email address of company’s POC to send results and resolve issues

d) The contractor, when notified of an unfavorable determination by the Government, shall withdraw the employee from consideration from working under the contract.

e) Failure to comply with the contractor personnel security requirements may result in termination of the contract for default.

f) The required TMS training for computer access is: Privacy and HIPAA training, VA Privacy and Information Security Awareness and Rules of Behavior.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(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 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 32.608-2 of the Federal Acquisition Regulation 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. 2409 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 ITEMS 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 three (3) years.

(End of Clause)

C.4 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause) C.5 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (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 802.101, Surviving Spouse definition);

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

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

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

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR 121.406 and 125.6, provided that any reference therein to a service-disabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB. The nonmanufacturer rule and the limitations on subcontracting apply to all SDVOSB and VOSB set-asides and sole source contracts.

(2) “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).

(b) General.

(1) Offers are solicited only from eligible service-disabled veteran-owned small business concerns. Only VIP-listed service-disabled veteran-owned small business concerns (SDVOSBs) may submit offers in response to this solicitation. Offers received from concerns that are not VIP-listed service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a VIP-listed service-disabled veteran-owned small business concern that meets the size standard for the applicable NAICS code.

(c) Representation. By submitting an offer, the prospective contractor represents that it is an eligible SDVOSB as defined in this clause, 38 CFR part 74, and VAAR subpart 819.70. Pursuant to 38 U.S.C. 8127(e), only VIP-listed SDVOSBs are considered eligible. Therefore, any reference in 13 CFR part 121 and 125 to a servicedisabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB and only such concern(s) qualify as similarly situated. The offeror must also be eligible at the time of award.

(d) Agreement. Agreement. When awarded a contract (see FAR 2.101, Definitions), including orders under multiple-award contracts, or a subcontract, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR part 121.406 and 125.6, provided that for purposes of the limitations on subcontracting, only VIP-listed SDVOSBs shall be considered eligible and/or “similarly situated” (i.e., a firm that has the same small business program status as the prime contractor). An independent contractor shall be considered a subcontractor. An otherwise eligible firm further agrees to the following:

(1) Services. In the case of a contract for services (except construction), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(2) Supplies or products.

(i) In the case of a contract for supplies or products (other than from a…