JA Exception to Fair Opportunity.pdf

DEPARTMENT OF VETERANS AFFAIRS

Office of Procurement, Acquisition, and Logistics

Strategic Acquisition Center – Frederick 5202 Presidents Court, Suite 103

Frederick, MD 21703

JUSTIFICATION FOR AN EXCEPTION TO FAIR OPPORTUNITY

(1) Identification of the agency and the contracting activity, and specific identification of the document as a "Justification for an Exception to Fair Opportunity."

Contracting Activity:

Department of Veterans Affairs Strategic Acquisition Center, Frederick 5202 Presidents Court, Suite 103 Frederick, MD 21703 Contracting Officer: LaShawn Knight (lashawn.knight@va.gov)

Requiring Activity:

Veterans Health Administration / Central Office

This document is a Justification for an Exception to Fair Opportunity prepared in accordance with FAR 16.505(b)(2)(ii)(B).

(2) Nature and/or description of the action being approved:

The action being approved is a non-competitive FFP task order.

This justification provides approval to negotiate a non-competitive firm-fixed price task order (TO) with Trilogy Federal, LLC (Trilogy) under their Integrated Healthcare Transformation (IHT) Multiple Award Indefinite Delivery Indefinite Quantity (IDIQ) contract. The proposed TO is a logical follow-on to continue services previously provided under IHT TOPR 0152 (36C10X20D0007 36C10X23N0070) as required by Veterans Health Administration’s

(VHA).

The TO award will consist of one (1) twelve (12) month Period of Performance. No option periods are included.

This task order is a logical follow-on to continue services previously provided by Trilogy in support of the VHA Integrated Clinical Structure Management (ICSM) initiative. Trilogy has played a central role in the development of the ICSM system and associated governance frameworks, which are critical to modernizing VHAs clinical change management infrastructure.

mailto:lashawn.knight@va.gov

(3) A description of the supplies or services required to meet the agency’s needs (including the estimated value).

The proposed action is to finalize the ICS directive and develop ICSM system standard operating procedures, training plans, workflows, and full enhancements, testing, and deployment of the ICSM, including sustainment structures post deployment. Implementation and execution plans will include change management, communications and training plans, design and validation of workflows, and the full deployment of the ICSM to key stakeholders.

It will also finalize recommendations on the most effective use of the Single Business Case (SBC) and clinical thresholds at the VHA Medical Center, VISN, and VHACO to initiate an ICS request through and end to end process from submission through final approval so that VISN and VHA stakeholders can effectively validate information, data, patient safety, quality of care, and applicable accrediting organizational criteria, construction and acquisition costs, and the most efficient concurrence process.

The total estimated dollar value of the proposed action for the twelve-month period is $3,358,155.61 (base + optional tasks).

Under this effort, Trilogy will continue to:

• Lead the governance and development of the ICSM system.

• Manage a multidisciplinary VA review team.

• Enhance, test, and support the national deployment of ICSM.

• Develop standard operating procedures (SOPs), implementation and change readiness plans, Key Performance Indicators (KPI) , and a long-term sustainment strategy.

Trilogy will also:

• Provide implementation, transition, and change management planning.

• Recommend post-deployment governance models and performance metrics.

• Enhance and refine the standardized Single Business Case (SBC), including the development of clinical complexity thresholds and delegated decision-making authorities.

• Support VA Medical Centers (VAMC), Veterans Integrated Service Networks (VISN), and VHA Central Office (VHACO) Program Offices in clinical change approvals and notifications through the Integrated Clinical Structuring ICS framework.

• Develop standardized clinical review criteria and conduct site visits to support activation and design.

These services require detailed institutional knowledge of the ICSM system, its existing frameworks, and the collaborative clinical and administrative processes established with VA stakeholders. Awarding this TO to Trilogy ensures continuity of effort, mitigates transition risk, and maintains momentum toward national deployment and governance of ICSM.

(4) Identification of the exception to fair opportunity (see 16.505(b)(2)) and the supporting rationale, including a demonstration that the proposed contractor’s unique qualifications or the nature of the acquisition requires use of the exception cited. If the contracting officer uses the logical follow-on exception, the rationale shall describe why the relationship between the initial order and the follow-on is logical (e.g., in terms of scope, period of performance, or value).

The following statutory exception applies under FAR 16.505(b)(2)(i)(C): “The order must be issued on a sole-source basis in the interest of economy and efficiency because it is a logical follow-on to an order already issued under the contract, provided that all awardees were given a fair opportunity to be considered for the original order.”

All IHT awardees were afforded a fair opportunity to be considered for the original order under solicitation 36C1023R0025 for the current task order, which expires on 31 August 2025. Trilogy, the awardee, has established an irreplaceable foundation of institutional knowledge and trust through sustained collaboration with VHA senior leadership, clinical stakeholders, and the ICSM Steering Committee. Their work has gone beyond simple development—they co-authored the system's conceptual framework, validated its functionality in real-world VHA pilot sites, and standardized approval thresholds that will govern multi-billion-dollar decisions across VHA. Given the intricacy of the ICSM's architecture, stakeholder governance, and approval logic, introducing a new contractor at this phase would significantly disrupt momentum. Any new vendor would face a steep and costly learning curve that could take months—if not longer—to overcome, delaying progress, duplicating efforts, and risking critical data and process inconsistencies during a national deployment. VA anticipates that it would take an additional 6 months and 50 hours of dedicated support per week between the VA Project Manager and Contracting Officers Representative’s, plus the time spent by VA Steering Committee members and VA pilot testers throughout VA to get a new vendor up to speed, at an estimated cost of $1,170,652.06. The estimated cost is based on the current TO pricing. This includes time to review and familiarize the contractor with the ICSM design and framework to the point where they could resume VA pilot testing and work to establish standardized approval thresholds and incorporate them in the ICSM workflow. Additionally, the VA Steering Committee would have to dedicate at least one full day face-to-face Steering Committee Meeting to orient the contractor to the ICSM and the draft VA Policy.

The next phase of work includes finalizing standard operating procedures, refining approval workflows, completing enterprise-wide training and communications, conducting formal testing, and preparing the ICSM for full-scale VHA-wide implementation. Any break in continuity threatens to derail this critical enterprise modernization effort—potentially impacting patient care delivery, delaying infrastructure investments, and undermining stakeholder confidence.

Transitioning to a new vendor would introduce unacceptable risk due to the steep learning curve and complexity of the ICSM environment. An open competition would introduce unacceptable risk to the Government’s ability to meet ICSM deployment timelines and strategic goals. Once the ICSM is fully deployed on the VA SharePoint any future acquisitions for changes to the ICSM as a result of threshold or workflow modifications could be made by VA employees or be awarded on a competitive basis. The cost of onboarding a new team, re-establishing working relationships, transferring technical knowledge, and duplicating previous work would not only be inefficient but would also compromise the quality and consistency of the final product. Due to the complexity of the system and its interdependencies, we anticipate it would take well over a year to get a new contractor team up to speed on the specific knowledge and expertise needed in order to finalize the review thresholds, collaborate with stakeholders to obtain user feedback to refine the design of the ICSM. More critically, delays could result in postponed or misaligned decisions related to clinical structure changes, affecting delivery of care to Veterans.

A follow-on task order to Trilogy is essential to avoid disruption, mitigate risk, and preserve the Government’s investment in this critical initiative. It will ensure seamless continuity, eliminate unnecessary delays, and enable the VA to build upon a well-established technical and operational foundation. This approach mitigates risk, preserves significant prior investment, and ensures the Government’s ability to meet strategic transformation milestones.

(5) A determination by the contracting officer that the anticipated cost to the Government will be fair and reasonable.

The anticipated cost to the Government to affect this modification are derived from the IDIQ Schedule of Rates and Labor Categories established within the IHT IDIQ, which were already considered fair and reasonable. Trilogy’s rates for the work would be at or below the established labor rate ceilings under their Task Order award. Upon receipt of the proposal from the incumbent, the Government will assess the level of effort and the labor mix employed under the current contract to ensure the best value is obtained and that the services required are fully within the scope of the existing task order, utilizing current IHT rates. The IHT IDIQ rates are already considered fair and reasonable, the Government will conduct an analysis of any proposed pricing to ensure that the proposed pricing is in line with the established rates and LOE anticipated.

No award will be made until the Contracting Officer determines the cost to the Government to be fair and reasonable. This determination will be based on a comparison of current contract pricing, an Independent Government Cost Estimate, past proposal submissions, and other information as made available.

(6) Any other facts supporting the justification.

None.

(7) A statement of the actions, if any, the agency may take to remove or overcome any barriers that led to the exception to fair opportunity before any subsequent acquisition for the supplies or services is made.

The actions will include increasing outreach efforts to a broader pool of vendors, refining requirement specifications for clarity, enhancing market research, establishing feedback mechanisms from vendors, and implementing pilot programs, all aimed at improving transparency, fostering competition, and ensuring fair opportunity for all eligible parties in future procurements, ultimately achieving best value for the agency.

(8) The contracting officer’s certification that the justification is accurate and complete to the best of the contracting officer’s knowledge and belief.

I certify that this justification is accurate and complete to the best of my knowledge and belief. Since the estimated TO value exceeds $750,000 but not $15 million, this justification must be approved by the advocate for competition in accordance with FAR 16.505(b)(2)(ii)(C)(2). See paragraph 10 below for this approval.

Signature: _________________________________ Date: ____________

LaShawn Knight Contracting Officer Strategic Acquisition Center-Frederick

(9) Evidence that any supporting data that is the responsibility of technical or requirements personnel (e.g., verifying the Government’s minimum needs or requirements or other rationale for an exception to fair opportunity) and which form a basis for the justification have been certified as complete and accurate by the technical or requirements personnel.

I certify that the supporting data under my cognizance, which are included in and form a basis for this justification, are complete and accurate to the best of my knowledge and belief.

Margo Yaussi Contracting Officer’s Representative VHA Office of Clinical Services

(10) A written determination by the approving official that one of the circumstances in paragraphs 16.505(b)(2)(i)(A) through (E) and (G) applies to the order, and justification approval (For acquisitions over $750K not exceeding $15M)

Approval

As the approving official for this justification, I have determined that the statutory exception described in 16.505(b)(2)(i)(C) applies to the proposed order. Specifically, “The order must be issued on a sole-source basis in the interest of economy and efficiency because it is a logical follow-on to an order already issued under the contract, provided that all awardees were given a fair opportunity to be considered for the original order.” In my role as Contracting Activity Competition Advocate, I hereby approve this “justification for an exception to fair opportunity” pursuant to this statutory exception, provided that the services herein described have otherwise been authorized for acquisition and subject to availability of funds.

Efrain J. Fernandez Director of Contracts, Acquisition Services 1-3 Procuring Activity Advocate for Competition (SAC-Frederick) Strategic Acquisition Center

Date_3: 08/27/25