36C26224R0129.docx

36C26224R0129 Solicitation #36C26224R0129 for the VA Greater Los Angeles Healthcare System (VAGLAHS) that requires Diabetes Prevention Program Services as described in the attached solicitation.

PAGE 1 OF

1. REQUISITION NO

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS

ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL

BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b.

RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTA

CHED

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. SIGNAT

URE OF OFFEROR/CONTRACTOR

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

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

36C26224R0129 08-12-2024 Alfreda Hunter 909-583-6988 09-06-2024

1:00PM

PDT

00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 X 621399 $10 Million N/A X 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

Department of Veterans Affairs Financial Services via Tungsten Network Submit Invoices Electronically to:

http://www.tungsten-network.com/us/en/

877-489-6135 License for use of the Contractor's online Module: Diabetes Prevention Program for Women Veterans at VA Greater Los Angeles Healthcare System (VAGLAHS).

X X X Alfreda Hunter 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 36C262, Alfreda Hunter Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

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 Financial Services via Tungsten Network Submit Invoices Electronically to:

http://www.tungsten-network.com/us/en/

5. 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 SERVICES/PRICE:

This is an indefinite delivery indefinite quantity, (IDIQ) fixed price contract. Prices in this schedule represent an all-inclusive rate including labor, incidental costs, overhead, and insurance premium payments for applicable insurance coverage. Costs not incorporated into the contractor’s price will not be reimbursed by the Government.

The guaranteed minimum amount for this contract is $5,000.00. The maximum aggregate value of the order that can be placed under this contract is $315,000.00. The Government does not guarantee that it will place any orders under contract in excess of the guaranteed minimum amount.

The previous option year pricing will apply to any extension pursuant to FAR 52.217-8 Pricing shall be inclusive of all licenses for use of the online modules from a virtual Diabetes Prevention Program for Women Veterans throughout the term of the contract. The following estimated quantities are provided for the base and each option year. Contractors shall complete this section in its entirety and submit with the price schedule in section D.2.

BASE YEAR: 27 SEPTEMBER 2024 THRU 26 SEPTEMBER 2025

OPTION YEAR ONE: 27 SEPTEMBER 2025 THRU 26 SEPTEMBER 2026

OPTION YEAR TWO: 23 SEPTEMBER 2026 THRU 26 SEPTEMBER 2027

OPTION YEAR THREE: 23 SEPTEMBER 2027 THRU 26 SEPTEMBER 2028

OPT

OPTION YEAR FOUR: 23 SEPTEMBER 2028 THRU 26 SEPTEMBER 2029

B.3 STATEMENT OF WORK:

1. Contract Title: Diabetes Prevention Program for VA Greater Los Angeles Healthcare System

2. Introduction: This Statement of Work (SOW) outlines the tasks and responsibilities of the contractor in relation to the expertise to meet the needs of the VA Center for the Study of Healthcare Innovation, Implementation & Policy (CSHIIP) at the VA Greater Los Angeles Healthcare System (VAGLAHS). CSHIIP conducts implementation, observational and intervention research on provider behavior, quality improvement, collaborative care models and assessments of organizational factors related to quality. CSHIIP projects conducted address a core set of strategic program areas including, but not limited to, vulnerable populations, primary care, women's health, genetics, mental health and emergency management.

The services are specifically for the Quality Enhancement Research Initiative (QUERI) project entitled “Enhancing Mental and Physical health of Women through Engagement and Retention (EMPOWER)”, specifically the Diabetes Prevention Program (DPP). To ensure continuity of services, this SOW includes an option to extend the contract for two additional years to accomplish the associated tasks and deliverables.

3. Background: In Fiscal Year 20, VA Quality Enhancement Research Initiative (QUERI) funded this quality improvement project to expand access to virtual, evidence-based, preventive lifestyle and mental health services for women Veterans with high-priority health conditions in rural and urban-isolation areas.

This Diabetes Prevention Program (DPP) is a Multilevel Engagement initiative part of the overall Women’s Health research network, a Veterans Health Administration (VA) Health Service Research and Development (HSR&D) composed of Consortium and Practice-Based Research Network (PBRN) components, and the Quality Enhancement Research Initiative (QUERI) focused on women Veterans’ health, referred to as the “Enhancing Mental and Physical health of Women through Engagement and Retention (EMPOWER)” 2.0 QUERI. The Consortium provides education/training sessions in key areas; technical consultations; enhanced communication networks; a mentoring program, and improved dissemination. The PBRN serves as an infrastructure across partnered VA facilities to facilitate multi-site research and quality improvement projects.

This work will be conducted as part of a quality improvement initiative within the EMPOWER 2.0 QUERI Program. EMPOWER 2.0 uses Replicating Effective Practices [REP] and Evidence-Based Quality Improvement [EBQI] to support implementation and sustainment of three evidence-based practices (EBPs), including an online Diabetes Prevention Program (DPP)-based group lifestyle intervention.

4. Scope of Work:

The contractor shall furnish all labor, materials, travel, lodging and any other supplies or equipment necessary to perform the requirements as outlined in this SOW.

This contract is for the purchase of licenses (memberships) to the Contractor’s existing commercially available online DPP-based group lifestyle intervention. This online DPP program integrates educational modules, health coaching, and tracking tools.

The Contractor shall provide participants (Women Veterans) with an online DPP program for people at risk for diabetes. The Contractor’s online DPP program places participants into a small, online group led by a professional health coach who guides members through online curriculum and facilitates group and one-on-one interactions on an ongoing basis. For the first 16 weeks of the program, women Veterans who are confirmed eligible and enroll will be placed in small groups with a female coach and other women Veterans. After the initial 16 weeks of the program, each member in the Contractor’s DPP transitions to a larger community with mixed gender groups. Each enrolled member will have access to the program for 12 months.

In connection with the delivery of the program, the Contractor shall also provide participants with online measurement tools to track improvements in diet, physical activity, and weight loss, as applicable, including delivering a wireless scale to each participant prior to his or her program start date.

The Contractor shall make available the online DPP program to eligible women Veterans with prediabetes. The Contractor shall provide the VA study team a list of referral codes to provide referred women for enrollment. The VA will identify individuals meeting the clinical enrollment criteria, conduct efforts to reach said individuals, and provide them with referral codes to enroll. The Contractor shall create a unique URL landing page for VA members to enroll in their online DPP. The Contractor shall confirm clinical eligibility and as part of the account set-up process. The Contractor shall gather basic demographic information, including mailing address for the cellular scale, as well as optional information about each member’s eating and activity behaviors and goals for the program.

5. Contract Monitoring:

a. VAGLAHS shall monitor contractor performance throughout the performance period of the contract to ensure terms and conditions are met.

b. The Contractor will be responsible for making required changes in processes and practices to ensure performance is managed effectively.

c. The Contractor shall develop and implement a Quality Assurance Plan (QAP). The QAP shall document the process that will verify and validate quality assurance in compliance with the requirements and ensure these requirements meet the VAGLAHS’s expectations.

d. The QAP shall detail the processes, procedures, and metrics for assuring quality. The QAP shall also include, at a minimum, a description of the following key activities:

1. Establishment of capable processes

2. Development and implementation of procedures to identify, prevent, and ensure non-recurrence of defective services

3. Establishment of mechanisms for feedback of performance

4. Monitoring and control of critical processes

5. Establishment of a designated point of contact (POC) to serve as the POC for quality control issues/complaints

6. Establishment of reliable methods of record keeping and documentation of all corrective actions and process improvements undertaken during the acceptance period.

6. Contractor Responsibilities:

The Contractor shall enroll up to 150 clinically eligible women Veterans in the Contractor online DPP each of the contract years.

a. The Contractor shall provide standard outreach materials (i.e. electronic flyers, email content) that the VA can further customize and utilize to educate providers and patients about the program.

b. The Contractor shall create a unique URL to refer women Veterans to apply to and enroll in the program. As part of application process, the Contractor shall confirm clinical eligibility and as part of the account set-up process, the Contractor shall gather basic demographic information, including mailing address for the cellular scale, as well as optional information about each member’s eating and activity behaviors and goals for the program.

c. The Contractor shall provide the VA study team a list of referral codes to provide referred women for enrollment.

d. The Contractor shall enroll eligible participants during a 12-month period beginning on an agreed upon date once the contract is fully executed. If the cap is not reached at the end of 12 months, continued enrollments will not be guaranteed women Veteran groups nor female coaches.

1. Each enrolled women Veteran will have access to the Contractor program via secure app and secure website that can be accessed via computer, iPad or smart phone.

2. During the 12-month enrollment period, the Contractor shall guarantee women Veterans who are confirmed eligible and enroll small groups with a female coach and other women Veterans (about 20) for the first 16 weeks of the program.

3. Health Coaches employed by the Contractor shall have limited access to member data and shall utilize a secure coaching dashboard to interact with members.

4. The Contractor shall place each member into a small, online group led by a professional health coach who guides members through online curriculum and facilitates group and one-on-one interactions on an ongoing basis. In connection with the delivery of the Program, the Contractor shall also provide participants with measurement tools to track improvements in diet, physical activity, and weight loss, as applicable, including delivering a wireless scale to each participant prior to his or her program start date.

5. Each enrolled member will have access to the program for 12 months. Participants will also be able to access all topic-based communities during this time.

a. The Contractor shall remain a registered entity with the CDC National DPP

b. The Contractor shall provide technical support for the app and website

c. The Contractor shall provide via secure file share the VA weekly participant engagement reports for the purposes of care coordination with the following fields on a weekly basis:

Member ID/Referral Code

First Name

Last Name

Date of Birth

Dependent Status

Clinical Condition

Enrolled Date

Program Week

Program Week Start Date

Lessons Completed

Cumulative Lessons Completed

Number of Weighins

Cumulative Weighins

Cumulative Days of Physical Activity

Baseline Weight

Weekly Median Weight Loss %

Reached MWCM 5% Weight Loss Date

Reached MWCM 10% Weight Loss Date

Lesson 9 Milestone Completed Date

Lesson 16 Milestone Completed Date

The Contractor shall be compliant with VA security requirements (see below) – including use of an automated system using FIPS140-2 compliant Transport Layer Security (TLS) encryption for outcomes reporting.

Data will be securely transferred from the Contractor to the secure VA server, using encrypted emails with password protected files, a VA-approved SFTP process, encrypted files on a CD sent via trackable mail, or other VA approved protocols existing at the time of the transfer.

7. VAGLA Responsibilities:

a. A Project Manager assigned by HSR&D COIN shall provide access to the appropriate personnel (management, technical, subject matter expertise, etc.) necessary to fulfill the contractor’s requirements.

b. VA will refer eligible women Veterans with prediabetes to the Contractor online DPP program.

c. If an eligible women Veterans chooses to participate in the Contractor online DPP program the Contractor shall provide access to a fully FIPS 140-2 compliant DPP website to proceed with enrollment.

d. VA will participate in all implementation, account management and recurring status meetings on the agreed upon schedule.

e. To the extent that VA requests the Contractor to provide any data elements or data sets outside of the standard fields provided for participants in the status reports (including, but not limited to, PHI related to participants), VA will submit a written request to the Contractor using the Contractor data request process. Customer may submit requests to the Contractor for one-time and recurring reports.

f. The VA will provide educational handouts for the Contractor to share with the Contractor coaches to familiarize themselves with issues unique to the women Veteran population.

8. Hours of Operation:

Normal tour-of-duty hours at the VAGLAHS are 8:00 am to 4:30 pm, Monday through Friday, excluding Federal holidays. There may be instances in which the Contractor’s workday may be outside of this period. The Contractor is required to coordinate these times with the designated Program Manager.

9. National Holidays:

When a holiday falls on a Sunday, the following Monday will be observed as a National Holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a National Holiday by U.S. Government.

Also included would be any other day specifically declared by the President of the United States to be a National Holiday.

10. Travel:

a. All travel shall be responsibility of the Contractor.

b. Whenever possible, conference calls and video conferencing shall be used.

11. Information Security:

a. The Contractor shall ensure adequate LAN/Internet, data, information, and system security in accordance with VA standard operating procedures and standard contract language, conditions laws, and regulations. The Contractor’s firewall and web server shall meet or exceed the government minimum requirements for security. All government data shall be protected behind an approved firewall. Any security violations or attempted violations shall be reported to the VA Project Manager and the VBA Headquarters Information Security Officer as soon as possible. The Contractor shall follow all applicable VA policies and procedures governing information security, especially those that pertain to certification accreditation.

b. The Contractor and their personnel shall be subject to the same Federal laws, regulations, standards and VA policies as VA personnel, regarding information and information system security. These include but are not limited to Federal Information Security Management Act (FISMA), Appendix III of OMB Circular A-130, and guidance and standards, available from the Department of Commerce's National Institute of Standards and Technology (NIST). This also includes the use of common security configurations available from NIST's Web site at: http://checklists.nist.gov .

c. To ensure that appropriate security controls are in place, the Contractor shall follow the procedures set forth in "VA Information and Information System Security/Privacy Requirements for IT Contracts" located at the following Web site: http://www.iprm.oit.va.gov .

d. The C&A requirements do not apply therefore a Security Accreditation Package is not required. There will be no storage, generating, transmitting, or exchanging of VA sensitive information.

As part of the enrollment process, each participant will directly provide the Contractor with the following information:

and one question that queries physical activity level

d. Participant access to the Contractor servers is limited and granted via key-based authentication.

e. No PII will be transferred/transmitted from the VA to the Contractor. The VA is not providing the Contractor with any of the PII/PHI described above. The participant directly provides these data to the Contractor. The EMPOWER 2.0 project will have a form that informs the participant that the Contractor website is not a VA entity and any information that the Veteran provides is outside of the VA firewall.

f. Data will be securely transferred from the Contractor to the secure VA server, using encrypted emails with password protected files, a VA-approved SFTP process, encrypted files on a CD sent via trackable mail, or other VA approved protocols existing at the time of the transfer.

g. As part of the program, participants may choose to upload a photo for their profile, enter information regarding their weight, nutrition and activity levels, and/or participate in program activities. These activities are not required as part of the research and are fully at the discretion of the participant.

The Contractor will never be onsite at the VA, nor will the Contractor have access to the VA network. The research team will store the data on VA secure servers accessible only by study staff. Eligible participants will be identified by the VA and the Contractor will facilitate enrollment/participation, which may include technical support as needed.

12. Records Management:

a. The Contractor and their personnel shall be subject to applicable laws, codes and regulations such as 44 U.S.C. Chapter 21 , 29, 31 and 33.

b. The Contractor agrees to comply with Federal and Agency records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.].

13. Authorized Services:

Only those services specified herein are authorized under this contract.

14. Changes:

The contractor is advised that only the CO acting within the scope of this contract has the authority to make changes which may affect this contract terms and conditions, quality, quantity, price, and/or delivery. The contractor shall contact the CO for approval in the event there are changes prior to proceeding. No other individual has the authority to make these binding changes and/or commitments.

In the event that the Contractor commits to such changes at the direction of any person other than the CO, the changes shall be considered to have been made without proper authority and no adjustment shall be made in contract price to cover any increase in costs incurred as a result thereof.

15. Contracting Officer Representative (COR):

A COR may be delegated to assist the CO in the administration and monitoring the resulting contract. A Delegation of Authority letter issued to the COR, a copy of which will be sent to the Contractor, will state the responsibilities and limitations of the COR. The COR is not authorized to change any of the terms and conditions of the resulting contract.

16. Payments: The Contractor shall invoice only for the actual patients enrolled.

17. Other Requirements: The following policies apply to all Contractor personnel visiting VAGLAHS:

a. VA Policy: Possession of weapons is prohibited. Enclosed containers, including tool kits, are subject to search. Violations of VA regulations may result in citations answerable in the United States (Federal) District Court.

b. Parking Policy: It is the responsibility of Contractor employees to park only in designated parking areas. Parking information is available from the VA Police. The VA shall not validate or make reimbursement for parking violations of the Contractor’s employees under any circumstances.

c. Smoking Policy: Smoking is not permitted within or around the VA facility grounds.

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

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.216-18 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 15 September 2024 through 14 September 2029.

(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, $345.00, 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 item in excess of $155,250.00;

(2) Any order for a combination of items in excess of $200,000.00; or

(3) A series of orders from the same ordering office within five 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 September 14, 2029.

(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 30 days before the contract expires.

(End of Clause)

C.6 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 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.7 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this…