RFP 36C26221R0069 Revised 04.07.21.docx

36C26221R0069 The Contractor shall provide Lean Transformation Process Consulting, Training, Coaching and Implementation Support to VA Long Beach Healthcare System (VALBHS)

This acquisition is a competitive solicitation. 100% Service-Disabled Veteran-Owned Small Business (SDVOSB).

Submission via email to: Tien.Nguyen@va.gov and Sandra.Fusco@va.gov Subject line: 36C26221R0069_Company Name Submission deadline: April 28, 2021 10:00 AM PST

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.

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

TIEN NGUYEN

04-28-2021

10:00 AM

PDT

00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

X

541611 $16.5 Million

N/A

Department of Veterans Affairs 4811 Airport Plaza Drive Suite 600

Long Beach CA 90815 00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

Company Name

Address:

Phone:

DUNS:

Department of Veterans Affairs Financial Services Center P.O. Box 149971

Austin TX 78714-9971

See CONTINUATION Page

See CONTINUATION Page x

Sandra Fusco

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: Company Name:

b. GOVERNMENT: Contracting Officer 36C262

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:

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. The two (2) sites are:

· Tungsten Network at: https://www.tungsten-network.com/customer-campaigns/veterans-affairs/

· Tungsten e-Invoice Setup Information: 1-877-489-6135

· Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

· Financial Service Center (FSC) at: https://www.fsc.va.gov/

· FSC e-Invoice Contact Information: 1-877-353-9791

· FSC e-Invoice email: vafsccshd@va.gov

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

Page 1 of Page 1 of

B.2. SCHEDULE OF SERVICE AND PRICE

This contract is an indefinite delivery/ indefinite quantity (IDIQ) contract. The Contractor shall provide Lean Transformation Process Consulting, Training, Coaching and Implementation Support to VA Long Beach Healthcare System (VALBHS). This will be a five (5) year IDIQ contract. Task orders may be executed any time during the term of the IDIQ, however each task order shall not exceed twelve (12) months of service. Costs not incorporated into the contractor’s price will not be reimbursed by the Government.

The guaranteed minimum amount for this contract is $1,000.00. The maximum aggregate value of the orders that can be placed under this contract is $7,000,000.00. The Government does not guarantee that it will place any orders under this contract in excess of the guaranteed minimum amount.

The current year pricing will apply to any extension pursuant to the exercise of FAR 52.217-8

CONTRACT YEAR ONE: DATE: TBD

CONTRACT YEAR TWO: DATE: TBD

CONTRACT YEAR THREE: DATE: TBD

CONTRACT YEAR FOUR: DATE: TBD

CONTRACT YEAR FIVE: DATE: TBD

B.3. STATEMENT OF WORK

1. BACKGROUND

1.1 VALBHS requires a contractor to provide seamless integration of a High Reliability Organization (HRO) and Lean Transformation process consulting, training, coaching and implementation support. A strategic plan has been developed by the VALBHS Executive Management. VALBHS has deployed a Daily Management System (DMS) to create an environment for managers and frontline staff to solve problems and at the appropriate level. Through the DMS, VALBHS strives for improvements and sustainment can be achieved.

1.2 Five organizational priorities have been developed: 1) Improvement and efficiency of the organization on how to conduct business in meetings and committees; 2) Improve management accountability; 3) Enhance and improve access to timely healthcare services within the VALBHS; 4) Retention of workforce by developing strategies to empower and engage employees; and 5) Create an environment that fosters safety for all patients, visitors, and the workforce.

1.3 The Systems Redesign & Improvement Department supports process improvement projects across VALBHS through the education and transformational coaching of all levels of staff including VALBHS executive management, clinicians, administrative staff and support staff.

2. GENERAL:

2.1 Contractor shall provide staff to support the implementation of the Lean Management program with VALBHS leadership. This program will be managed by the VALBHS Quality Management in conjunction with the Systems Redesign & Improvement Department.

2.2 Contractor staff shall provide consulting and training services to address the following key organizational objectives:

2.2.1 First objective: To develop an integrated HRO/Lean culture by leveraging the local Lean Business System.

2.2.2 Second objective: To train and coach executive management and frontline staff on Lean Management and DMS.

2.2.3 Third objective: To support process improvement events to improve access, quality of care, average length of stay, and clinical wait times.

2.2.4 Fourth objective: To support and develop educational materials for the facility.

2.2.5 Fifth objective: Continue the Lean Culture Transformation to sustain improvements and ensure improvement expands beyond the current areas.

3. SPECIFIC CONTRACT REQUIREMENTS: Contractor shall designate a Program Manager who shall be responsible for the performance of the work. This person shall act for the Contractor and shall be designated in writing to the CO. The Program Manager shall have full authority to act for the Contractor on all contract matters relating to the daily operation of this contract. Contractor may designate any person as the Program Manager. Contract staff shall be approved by the COR or designee prior to performing services under this contract.

4. KEY PERSONNEL: Contractor shall provide the following key personnel:

4.1 Executive Level Sensei,

4.2 Gemba/ DMS Sensei

4.3 Rapid Improvement Even Sensei.

4.4 HRO/Patient Safety Expert

4.5 Executive Clinical Lean Coach

5. DUTIES AND RESPONSIBILITIES OF CONTRACTOR KEY PERSONNEL: To facilitate communication and coordination of scheduling, all contractor key personnel will utilize VA email, VA Outlook calendars and the VA network for communication. A VA account is needed to share calendars to coordinate scheduling of consultations, trainings and day to day visibility of scheduling by the supervisor of the area. In addition, as a regular part of all contract key personnel’s duties, they will create and edit documents stored in the VA shared network drive and assist with providing feedback about documents on the VALB SharePoint and Intranet pertaining to lean and HRO dissemination and sustainment.

5.1 EXECUTIVE LEVEL SENSEI: The Executive Sensei is the principle mentor for the Executive Leadership Team (ELT). The Executive Sensei will use various methods to enhance ELT’s understanding of Lean as it pertains to creating and sustaining a culture of development to minimize waste in every process, procedure, and task through an ongoing system of improvement.

5.1.1 The Contractor shall provide a minimum of one (1) Executive Level Sensei.

5.1.2 The Executive Sensei’s primary responsibility is to work with Executive Leadership Team (ELT) to continually strive to identify areas of waste and eliminate anything that does not add value for patients. Additional duties include the following:

5.1.2.1 Coach ELT:

5.1.2.1.1 through Leader Standard Work, Kata Coaching, Gemba Walks, Strategic Initiatives;

5.1.2.1.2 to integrate Lean thinking and ideologies through cultural transformation;

5.1.2.1.3 in the identification of business improvement opportunities and the development of business cases;

5.1.2.1.4 to develop a culture of engagement across the business to provide a highly energized team which is flexible to meet the changing needs of the business; and

5.1.2.1.5 to implement the roll out of each plan to the team members so they may understand the standards and behaviors expected of them.

5.1.2.2 Mentor ELT:

5.1.2.2.1 to demonstrate competence with Lean Leadership skills and

5.1.2.2.2 to develop a high standard through personal examples.

5.1.2.3 Provide guidance to ELT:

5.1.2.3.1 in the continuous improvement plans/road maps for projects and areas of accountability; and

5.1.2.3.2 in the development of Key Performance Indicators (KPIs) for the facility and healthcare group chiefs.

5.2 GEMBA/ DAILY MANAGEMENT SYSTEM SENSEI: The Gemba/ DMS Sensei shall work cross functionally and collaboratively with many stakeholders to plan and analyze to provide verbal and written progress reports. Gemba Sensei, shall, through open dialogue, encouraging exploration, reflection and open-ended questions, lead government staff to “A-ha” moments. Critical to this role is direct modeling and transmission of central Lean tenets. The goal is to enhance the knowledge, understanding and application of Lean principles and tools to front line staff, mid-level managers, and to the improvement team.

5.2.1 The Contractor shall provide a minimum of three (3) Gemba/ DMS Sensei.

5.2.2 The primary responsibility is to coach the Process Improvement Team (PIT). The Gemba Sensei shall serve as the Subject Matter Expert (SME) to the PIT and identify opportunities for Lean and business improvements. In addition, the Gemba Sensei will coach, train, support and provide guidance where necessary in the growth and development of the PIT. Additional duties include the following:

5.2.2.1 Coach PIT:

5.2.2.1.1 to develop business improvement projects that delivers benefits that has a tangible financial savings, provides safety improvements, reduced business risk and improved customer satisfaction;

5.2.2.1.2 Lean process and behavior changes;

5.2.2.1.3 to develop a highly effective daily management process focused on various methods; such as one-piece flow, on demand, zero defects and standardized work.

5.2.2.1.4 to deploy techniques in problem solving, such as; Kaizen and A3 thinking and tools including but not limited to Kanban, Value stream mapping, visual management, flow cell, and 6S;

5.2.2.1.5 to identify improvement opportunities and the development of business cases

5.2.2.2 Teach PIT on Lean process design for Value Stream or Process Improvement:

5.2.2.2.1 Value Stream performance improvement

5.2.2.2.2 Pull Systems / one-piece flow

5.2.2.2.3 First time quality

5.2.2.2.4 Error-proofing / Poka Yoke

5.2.2.2.5 Set up reduction time

5.2.2.2.6 Reduction in change over time

5.2.2.2.7 Heijunka

5.2.2.2.8 Critical Change Project Management

5.2.2.2.9 Sustainment of improvement using a management system

5.2.2.3 Provide guidance to PIT:

5.2.2.3.1 to identify opportunities for Lean and Business Improvement

5.2.2.3.2 to develop, execute and sustain business improvement projects deliver benefits including tangible financial savings, safety improvements, reduced business risk and/or improved customer satisfaction

5.2.2.3.3 on progress of projects, understanding the risks, dependencies, budgets, resourcing, issues, critical tones and forthcoming pipeline, and actions necessary to ensure success

5.2.2.3.4 to identify KPIs and ensure they are met by working to competition plan

5.2.2.3.5 to build a culture of engagement across the business to provide a highly energized team which is flexible to meet the changing needs of the business

5.2.2.4 Provide administrative support to ensure business improvement projects are completed to schedule.

5.3 RAPID IMPROVEMENT EVENT SENSEI: The Rapid Improvement Event Sensei shall assist the organizations to standardize and provide accountable methods for realizing VALBHS’s vision and attaining the goals in specific areas. Rapid Improvement Event Sensei shall manage a wide variety of activities and shall provide verbal and written instructions. Rapid Improvement Event Sensei shall utilize strong management and leadership to effectively coach, counsel and develop the team.

5.3.1 The Contractor shall provide a minimum of one (1) Rapid Improvement Event Sensei.

5.3.2 The Rapid Event Sensei’s primary responsibility will be to support the PIT on how to prepare, facilitate and sustain a week-long Kaizen Event. Additional duties include the following:

5.3.3 Coach PIT:

5.3.3.1 of the Process Control Boards

5.3.3.2 to develop and follow their process standard work, yielding a culture of system, process, and behavior discipline to get results using lean principles; and

5.3.3.3 on cross-functional teams in adapting to and understanding improvement processes, facilitating Kaizen and Rapid Improvement Events (RIEs), and overseeing process improvement projects;

5.3.3.4 to continuously improve plans/road maps for projects and areas of accountability

5.3.4 Support PIT:

5.3.4.1 To ensure the team that Kaizen Events are completed to schedule and deliver tangible benefits including financial savings, safety improvements, reduced business risk and improved customer satisfaction;

5.3.4.2 on root cause analyses during Rapid Improvement Events; and

5.3.4.3 by providing feedback and progression of PIT.

5.4 HRO/PATIENT SAFETY EXPERT: The Contractor shall provide a minimum of one (1) HRO/ Patient Safety Expert. The primary responsibility of the HRO is to provide train-the-trainer instruction in the HRO processes.

5.5 EXECUTIVE CLINICAL LEAN COACH: The Contractor shall provide a minimum of one (1) Executive Clinical Lean Coach. The primary responsibility of the Executive Clinical Lean Coach is to coach the ELT on specific healthcare discipline. The Executive Clinical Lean Coach will meet with the ELT members on a one to one basis to discuss the development plan of the team(s) and provide recommendation and guidance on how to improve clinical outcomes.

6 PERSONNEL QUALIFICATION: The Contractor shall only provide staff who are trained in the field they are assigned and have the necessary expertise to satisfy the requirement required by the contract. Resumes for proposed staff shall be forwarded to the COR for approval prior to beginning performance on the contract. The following is the minimum qualifications for the Contractor’s staff:

6.1 EXECUTIVE LEVEL SENSEI

6.1.1 Minimum of 10 years’ experience in Lean coaching (cumulative)

6.1.1.1 Within the past 5 years - a minimum of three (3) years in applying Lean in a healthcare organization and

6.1.1.2 Within the past 5 years - a minimum of one (1) year in applying Lean in an acute care hospital environment

6.1.2 Completed a successful Lean Transformation for at least one (1) healthcare organization.

6.1.3 Master Black Belt in Lean or Master Black Belt in Lean Six Sigma certification from a national/globally accredited organization.

6.1.4 Expertise with principles and pillars of a high reliability organization (HRO) related to healthcare.

6.1.5 Experience in organizational Lean transformation and sustainment of organization utilizing value streams, strategic initiatives, rapid improvement events, visual management and daily management system in a health care setting.

6.1.6 Experience with successful knowledge transfer to the organization for a sustained Lean culture of a large health care system over multiple years showing improved process improvement effectiveness and sustainment.

6.1.7 Experience with successful transition of a healthcare organization to one that is consistent with Shingo Model principles

6.1.8 Executive Level Coach with successful experience coaching Senior management in Lean Management and HRO principles

6.1.9 Experience training and transferring knowledge to local organizational leadership team to independently sustain value streams, rapid process improvement events and strategic initiatives that show significant return on investment in a health care setting.

6.1.10 Lean coaching experience to support local process improvement team in lean daily management, project management, Lean tools, tiered huddles and personal development.

6.1.11 Experience with coaching facility leaders with incorporating safety forums to be consistent with HRO.

6.2 GEMBA/ DMS SENSEI

6.2.1 Minimum of five (5) years’ experience of Lean Transformation and tactical planning (cumulative)

6.2.1.1 Within the past 5 years - a minimum of one (1) year in Transformation Plan of Care (TPOC) methodology and

6.2.1.2 Within the past 5 years - a minimum of one (1) year in an acute care hospital environment and

6.2.1.3 Within the past 5 years - a minimum of three (3) year problem solving at all organizational levels utilizing visual management (Daily Management System)

6.2.2 Experience in organizational Lean transformation and sustainment of organization utilizing value streams, strategic initiatives, rapid improvement events, visual management and daily management system.

6.2.3 Experience training and transferring knowledge to local organizational leadership team to independently sustain value streams, rapid process improvement events and strategic initiatives that show significant return on investment in a health care setting.

6.3 RAPID IMPROVEMENT EVENT SENSEI

6.3.1 Minimum of five (5) years’ experience in Lean transformation

6.3.2 Within the past 5 years - a minimum of three (3) year experience in leading Kaizen Events to reflect a support of a minimum of two (2) RIEs/Kaizen Events simultaneously

6.3.3 Experience training and transferring knowledge to local organizational leadership team to independently sustain value streams, rapid process improvement events and strategic initiatives that show significant return on investment in a health care setting.

6.4 HRO/PATIENT SAFETY EXPERT

6.4.1 Clinical background (i.e. physician or nurse)

6.4.2 Knowledge of HRO principles consistent with Joint Commission Center for Transforming Healthcare

6.4.3 Experience implementing and sustainment of HRO at a large health care system.

6.4.4 Experience training and transferring knowledge to local organizational leadership team to independently sustain HRO in a health care setting.

6.4.5 Experience teaching and coaching local teams in “Crew Resource Management” type training in a health care setting

6.5 EXECUTIVE CLINICAL LEAN COACH

6.5.1 Healthcare clinical degree (MSN, DNP MD, OD, PhD or PharmD)

6.5.2 Minimum of three (3) years’ experience in Lean Coaching to Executive Leadership

6.5.3 Clinical background such as nursing or a physician with successful experience coaching clinical leaders in Lean Management principles

6.5.4 Experience with successful experience in organizational Lean transformation and sustainment of organization utilizing value streams, strategic initiatives, rapid improvement events, visual management and daily management system.

6.5.5 Experience training and transferring knowledge to local organizational leadership team to independently sustain HRO in a health care setting.

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 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from through .

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than , the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single line item in excess of $250,000;

(2) Any order for a combination of items in excess of $2,000,0000; or

(3) A series of orders from the same ordering office within 3 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after .

(End of Clause)

C.5 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 3 days before the expiration of the contract.

(End of Clause)

C.6 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond . The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond , until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause) C.7 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[X] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[X] 852.233–70, Protest Content/Alternative Dispute Resolution.

[X] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.8 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101,…