S02_36C24524Q0153_1(FINAL)(POSTED).pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. UEI: EFT:

PHONE: FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C24524Q0153 12-27-2023

Ethan Mauzy Email Only 01-10-2024

11:00AM EST

36C245

Department of Veterans Affairs

Network Contracting Office 5 (NCO5)

Contracting Officer - Amy Ritchey

510 Bulter Avenue, Bldg. 306A

Martinsburg WV 25405

X 100

X

541611

$24.5 Million

N/A

X

36C245

Department of Veterans Affairs

Network Contracting Office 5

Contracting Specialist - Ethan Mauzy

P.O. Box 1000, Bldg. 101, Room 26

Perry Point MD 21902

36C245

Department of Veterans Affairs

Network Contracting Officer 5 (NCO5)

Contracting Specialist - Ethan Mauzy

P.O. Box 1000, Bldg. 101, Room 26

Perry Point MD 21902

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment

Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp

Invoice Setup Information 1-877-489-6135

See CONTINUATION Page

The purpose of this solicitation is a request for quotes to perform The Joint Commission (TJC) Continuous Readiness

Assessment Survey Services and Educational Programs to six of the VISN 5 facilities IAW the Statement of Work (SOW).

The Government intends to perform a comparative evaluation of offerors in accordance with FAR 13.106-2(b)(3) to deter-mine the best benefit to the Government. The contract is an

Indefinite Delivery Requirements Contract (IDRC) with a Five

(5) Year Pricing Period.

Period of Performance: 20 January 2024 - 19 January 2029

This IDRC's subject to the Service Contract Labor Standards.

The Contractor shall be responsible for the correct title classification of workers and applicable labor/wage laws.

IAW with VHA Privacy Policy Regulations: A Business

Associates Agreement(BAA) will be required at time of award.

The contractor shall be responsible for a BAA within 15 days post award.

See CONTINUATION Page

X X

X 1

Amy Ritchey

VA-VHA-RPOE-2022-15714

36C24524Q0153

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK

B.3 PRICE/COST SCHEDULE

- SEE ATTACHMENT D.8 - 36C24524Q0153 LineItems

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

(NOV 2023)

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.3 52.216-18 ORDERING (AUG 2020)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

C.5 52.216-21 REQUIREMENTS (OCT 1995)

C.6 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

C.7 SUPPLEMENTAL INSURANCE REQUIREMENTS

C.8 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.9 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-DISABLED VETERAN-OWNED

SMALL BUSINESSES (JAN 2023) (DEVIATION)

C.10 VAAR 852.219-75 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR

SERVICES AND CONSTRUCTION (JAN 2023) (DEVIATION)

C.11 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

C.12 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

C.13 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE

ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 See attached document: S02_BUSINESS ASSOCIATE AGREEMENT BETWEEN THE DEPARTMENT OF VETERANS

AFFAIRS VETERANS HEALTH ADMINISTRATION

D.2 See attached document: S02_BALTIMORE COUNTY WAGE DETERMINATION

D.3 See attached document: S02_BERKELEY COUNTY WAGE DETERMINATION

D.4 See attached document: S02_CABELL COUNTY WAGE DETERMINATION

D.5 See attached document: S02_HARRISON COUNTY WAGE DETERMINATION

D.6 See attached document: S02_RALEIGH COUNTY WAGE DETERMINATION

D.7 See attached document: S02_WASHINGTON DC WAGE DETERMINATION

D.8 See attached document: S02_36C24524Q0153 LineItems

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (SEP 2023)

E.2 SUPPLEMENTAL INSTUCTIONS TO OFFERORS

E.3 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

E.4 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE

SERVICES OR EQUIPMENT (NOV 2021)

E.5 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

E.6 52.216-1 TYPE OF CONTRACT (APR 1984)

E.7 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.8 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018)

E.9 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

E.10 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2023)

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 36C245

Department of Veterans Affairs

Network Contracting Office 5 (NCO5)

Contracting Officer - Amy Ritchey

510 Bulter Avenue, Bldg. 306A

Martinsburg WV 25405

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly 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.

B.2 STATEMENT OF WORK

Joint Commission Continuous Readiness Mock Surveys and Education Program - VISN 5

The following Statement of Work outlines contractor requirements regarding the provision of The Joint

Commission (TJC) Continuous Readiness Assessment Services and Educational Programs to six of the VISN

5 facilities along with their respective sub-stations and Community Based Outpatient Clinics:

• VA Maryland Health Care System (STA 512), Maryland (Multi-Division Site)

• Beckley VAMC (STA 517), Beckley, West Virginia

• Louis A Johnson VAMC (STA 540), Clarksburg, WV

• Martinsburg VAMC (STA 613), Martinsburg, WV

• Washington DC VAMC (STA 688), Washington DC

• Huntington VAMC (STA 581), Huntington WV

SCOPE

The Contractor is to provide a Continuous Readiness Assessment JC Survey and/or Education for the purpose of performance improvement, improving system effectiveness, and achieving and maintaining compliance with

JC standards for the selected VISN 5 facilities and its CBOC’s. The assessment will be inclusive of the three

TJC programs: Hospital, Home Care, Behavioral Health (including Opioid).

DEFINITIONS AND TERMS: As used throughout this statement of work, the following terms shall have the meaning set forth below:

a. Environment of Care (EC)

The goal of this chapter is to promote a safe, functional, and supportive environment within the hospital so that quality and safety are preserved. The environment of care is made up of three basic elements:

- The building or space, including how it is arranged and special features that protect patients, visitors, and staff

- Equipment used to support patient care or to safely operate the building or space

- People, including those who work within the hospital, patients, and anyone else who enters the environment, all of whom have a role in minimizing risks.

b. Fire Safety Management

Activities selected and implemented by the organization to assess and control the risks of fire, smoke, and other byproducts of combustion that could occur during the organization’s provision of care, treatment, or services.

c. Fire-Rated

Material that has undergone a test and is fire protection rated or fire resistance rated.

Two examples of the concept of fire-rated include the following:

- Fire Resistance Rating - The time, in minutes or hours, that materials or assemblies have withstood a fire exposure, as determined by tests, or methods based on tests, prescribed by the National Fire

Protection Association (NFPA).

- Fire Protection Rating - A designation indicating the duration of fire test exposure to which a fire door assembly or fire window assembly was exposed and for which it met all the acceptance criteria, as determined in accordance with NFPA 252, Standard Methods of Fire Tests of Door Assemblies, or

NFPA 257, Standard on Fire Test for Window and Glass Block Assemblies.

d. Fire Watch

The assignment of a person or persons to an area for the express purpose of protecting occupants from fire or similar emergencies. Examples of this protection include:

- Notifying the fire department, the building occupants, or both of an emergency

- Preventing a fire from occurring

- Extinguishing small fires

e. Hazardous Materials and Waste

Materials whose handling, use, and storage are guided or defined by local, state, or federal regulation, such as the Occupational Safety and Health Administration’s Regulations for Bloodborne Pathogens regarding the disposal of blood and blood-soaked items and the Nuclear Regulatory Commission’s regulations for the handling and disposal of radioactive waste. This also includes hazardous vapors (for example, glutaraldehyde, ethylene oxide, nitrous oxide) and hazardous energy sources (for example, ionizing or nonionizing radiation, lasers, microwave, ultrasound). Although The Joint Commission (TJC) considers infectious waste as falling into this category of materials, federal regulations do not define infectious or medical waste as hazardous waste.

f. Life Safety Code®

A set of standards for the construction and operation of buildings intended to provide a reasonable degree of safety during fires. These standards are prepared, published, and periodically revised by the

National Fire Protection Association (NFPA) and adopted by TJC to evaluate health care organizations under its life safety management program. The VHA adopts and uses the current edition of each NFPA code.

g. Utility Systems

Building systems that provide support to the environment of care, including electrical distribution and emergency power; vertical and horizontal transport; heating, ventilating, and air conditioning (HVAC);

plumbing, boiler, and steam; piped gases; vacuum systems; and communication systems, including data exchange systems.

PERIOD OF PERFORMANCE

This is for an Indefinite Delivery Requirements Contract with a five year ordering period.

Base Ordering Year: 20 January 2024 – 19 January 2025

Second Ordering Year: 20 January 2025 – 19 January 2026

Third Ordering Year: 20 January 2026 – 19 January 2027

Fourth Ordering Year: 20 January 2027 – 19 January 2028

Fifth Ordering Year: 20 January 2028 – 19 January 2029

TASKS TO BE ACCOMPLISHED: A Continuous Readiness Assessment is important so that all areas of potential non-compliance are identified before TJC survey team arrives. As part of the Continuous Readiness

Assessment, the Contractor will contact the Contracting Officer’s Representative (COR) to have key documents sent to them for an off-site review at a minimum of four weeks prior to their visit. The on-site visit will follow the off-site review of the key documents. To accomplish the goal of TJC Continuous Survey

Readiness, the Contractor shall perform the following activities:

a. Survey Readiness Services: The contractor shall provide a limited range of survey readiness services

(Mock TJC EOC/LS Survey) to include accreditation-related services that are offered and conducted on a scheduled basis in the areas of EC and LS. There are currently up to 6 VISN 5 facilities that will be reviewed. Elements to be reviewed will include but are not limited to the following;

i. Environment of Care (EC):

I. Plan (EC.01.01.01)

II. Implement

A. Safety and Security (EC.02.01.01, EC.02.01.03)

B. Hazardous Materials and Waste (EC.02.02.01)

C. Fire Safety (EC.02.03.01, EC.02.03.03, EC.02.03.05)

D. Medical Equipment (EC.02.04.01, EC.02.04.03)

E. Utilities (EC.02.05.01, EC.02.05.03, EC.02.05.05, EC.02.05.07, EC.02.05.09)

F. Other Physical Environment Requirements (EC.02.06.01, EC.02.06.05)

III. Staff Demonstrate Competence (EC.03.01.01)

IV. Monitor and Improve (EC.04.01.01, EC.04.01.03, EC.04.01.05)

ii. Life Safety (LS):

I. Administrative Activities

A. Statement of Conditions (LS.01.01.01)

B. Interim Life Safety Measures (LS.01.02.01)

II. Health Care Occupancy

A. All Health Care Occupancy Buildings

1. General Building Requirements (LS.03.01.10)

2. Means of Egress Requirements (LS.03.01.20)

3. Protection (LS.03.01.30)

i. Fire Alarm (LS.03.01.34)

ii. Extinguishment (LS.03.01.35)

4. Special Provisions (LS.03.01.40)

5. Building Services (LS.03.01.50)

6. Operating Features (LS.03.01.70)

III. Operating Features (LS.03.01.70)

b. The Contractor shall provide:

I. A draft Continuous Readiness Assessment Agenda and/or Education Plan to the VISN and Medical

Center Point of Contact (POC) three weeks prior to the visits.

II. Assessment of patient-focused and organizational functions across all programs.

III. Performance of patient care and patient system tracer activities utilizing tracer methodology.

IV. Evaluation of patient records and other information systems that support the delivery of quality patient care.

V. Inpatient Mental Health Environmental Safety assessment.

VI. Examination of the organization’s Performance Improvement Process including the mechanisms in place to address sentinel and other untoward events.

VII. Review of competency assessments, orientation, training, education, credentialing and privileging, leadership and governance, and planning processes.

VIII. We will include an optional analysis of the condition of the physical plant, Environment of Care (EOC)/

Annual Workplace Evaluation (AWE), emergency management, Life Safety and, when applicable, the organization’s Statement of Condition and/or open plans for improvement (PFI). This requirement is optional due to an existing contract between the Department of Veterans Affairs (10E2) and a vendor who should provide these services. We will only include this as an optional task.

IX. Beginning-of-the-day strategic sessions with leadership to discuss the key findings of the day and to provide time for questions.

X. Provide a comprehensive exit briefing to the facility and VISN leadership and/or designated audience at the end of the facility survey.

XI. Educate and consult with staff, one-on-one and small groups, throughout the Continuous Readiness

Assessment to improve their understanding of TJC survey process, quality performance and standards.

XII. Conduct education sessions, not to exceed 2 hours per session, on topics as specified by the facility

POC’s.

XIII. Provide focus reviews for problematic areas identified during the mock survey process to assess progress.

XIV. Within two weeks of the completions of the Continuous Readiness Assessment, the contractor will provide a detailed report, which identifies areas of non-compliance to the VAMC Director and Director of Quality Management. Contractor will provide best practices and recommendations designed to bring

VISN 5 Medical Centers and CBOC’s into compliance with TJC standards. The report will include description of findings and a recommended action plan, when deficiencies have been identified. A written and electronic copy of the report will be provided to the VAMC Director and VISN Quality

Management Officer.

DELIVERABLES

1. Provide an optional on-site educational program for Environment of Care (EOC)/Life Safety including

Annual Workplace Evaluation (AWE)/Emergency Management, Home Care, Behavioral Health and

Nursing and Rehabilitation at the DC VAMC.

2. Provide on-site educational programs for 2024 JC Standards and National Patient Safety Goals, Workplace

Violence and Physical Security, H&P Requirements to Care Planning, Pain Management and Care

Planning, Patient Education and Care Planning, Infection Control, Medication Management (optional, if agreed upon by both parties).

3. Provide announced mock surveys inclusive of the three TJC programs: Hospital, Home Care, Behavioral

Health (including Opioid).

4. Provide announced mock surveys at the six identified VISN 5 Medical Centers to cover the three TJC programs: Hospital, Home Care, Behavioral Health (including Opioid).

5. End-of-day strategic sessions with leadership to discuss the key findings of the day and to provide time for questions.

6. Provide a comprehensive exit briefing to the facility and VISN leadership at the end of the facility announced/unannounced mock surveys, where applicable.

7. Within two-weeks of the completions of the Readiness Assessment, contractor will provide a detailed report, which identifies areas of non-compliance. Contractor will provide best practices and recommendations designed to bring the VISN 5 facilities into compliance with the TJC standards. The report will include description of findings and a recommended action plan when deficiencies have been identified. A written and electronic copy of the report will be provided.

8. Physician(s) with qualifications and experience required to perform a methodical in-depth quality assessment for total of fourteen (14) business days for no less than eight (8) hrs/day.

9. Registered nurse(s) with qualifications and experience required to perform a methodical in-depth quality assessment for total of fourteen (14) business days for no less than eight (8) hrs./day.

10. Environmental consultant(s) with expertise in Life Safety Codes with qualifications and experience required to perform a methodical in-depth quality assessment for a total of fourteen (14) business days for no less than eight (8) hrs/day. Both parties will have to agree on this prior to any follow up visit.

11. Review specified Community Based Outpatient Clinic to be determined.

Qualifications and Credentials The surveyor must possess the appropriate qualifications and credentials for conducting the surveys. The surveyor will be an expert on EC and LS matters, and have specific health care certifications, or equivalent. The surveyor must have at least five years’ experience in conducting mock TJC surveys on the whole range of Environment of Care, Life Safety, and Emergency Management-related issues.

Experience on national committees or authoring articles on EC/LS related issues is preferred. Previous VA experience is preferred. If surveyor performance is less than satisfactory, the VA reserves the right to request a substitute surveyor at no additional cost to the VA.

a. The surveyor will use the most current TJC Standards published in the Hospital Accreditation

Standards Manual, Environment of Care Essentials for Health Care, and other related publications as enforced by the VHA.

Travel Expenses

All travel expenses associated with providing services under this contract are the responsibility of the contractor. The contractor must offer an all-inclusive price.

B.3 PRICE/COST SCHEDULE

- SEE ATTACHMENT D.8 - 36C24524Q0153 LineItems

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 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

FAR

Number

Title Date

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS NOV 2023

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON

POSTCONSUMER FIBER CONTENT PAPER

MAY 2011

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE DEC 2022

C.3 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 20 January 2024 through 19 January 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.

C.4 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 a quantity of one of any single line item, 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 the estimated quantities in the price schedule;

(2) Any order for a combination of items in excess of their estimated quantities specified in the price schedule; or

(3) A series of orders from the same ordering office within 365 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 3 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.5 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the

Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the

Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) 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 19 January 2029.

(End of Clause)

C.6 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting

Officer upon request.

(End of Clause)

C.7 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable

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

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

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

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

(End of Clause)

C.8 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the

Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

C.9 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-

DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (DEVIATION)

(a) Definition. for the Department of Veterans Affairs, ‘‘Service-disabled Veteran-owned small business concern or SDVOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.201, Surviving Spouse definition);

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

(iii) The business meets Federal small business size standards for the applicable North American Industry

Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been certified for ownership and control pursuant to 38 U.S.C. 8127, 13 CFR 128, and is listed as certified in the SBA certification database at https://veterans.certify.sba.gov/; and

(v) The business agrees to comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size, government contracting, and the Veteran Small Business

Certification Program at 13 CFR parts 121, 125, and 128.

(2) The term ‘‘Service-disabled Veteran’’ means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(3) The term ‘‘small business concern’’ has the meaning given that term under section 3 of the Small

Business Act (15 U.S.C. 632).

(4) The term ‘‘small business concern owned and controlled by Veterans with service-connected disabilities’’ has the meaning given the term ‘‘small business concern owned and controlled by service-disabled veterans’’ under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)).

(5) The term “SDVOSB participant” or certified SDVOSB means a small business that has been certified in the SBA Veteran Small Business Certification Program and listed in the SBA certification database (see 13

CFR 128.102).

https://veterans.certify.sba.gov/

(b) General. In order for a concern to submit an offer and be eligible for the award of an SDVOSB set-aside or sole source contract, the concern must qualify as a small business concern under the size standard corresponding to the NAICS code assigned to the contract and be listed as an SDVOSB participant in the SBA certification database as set forth in 13 CFR 128.

(1) Offers received from entities that are not certified SDVOSBs and listed in the SBA certification database at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made to a certified SDVOSB listed in the SBA certification database who is eligible at the time of submission of offer(s) and at the time of award.

(3) The requirements in this clause apply to any contract, order or subcontract where the firm receives a benefit or preference from its designation as an SDVOSB, including set-asides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C. 8127(e), only certified SDVOSBs listed in the SBA certification database are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible and certified SDVOSB as defined in this clause, 13 CFR

121, 125, and 128, and VAAR subpart 819.70.

(d) Agreement/LOS certification. When awarded a contract action, including orders under multipleaward contracts, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size, and government contracting programs at 13 CFR part 121 and part 125, including the non-manufacturer rule and limitations on subcontracting (LOS) requirements in 13 CFR 121.406(b) and 13 CFR 125.6. For the purpose of limitations on subcontracting, only certified SDVOSBs listed in the SBA certification database (including independent contractors) shall be considered eligible and/or ‘‘similarly situated’’ (i.e., a firm that has the same small business program status as the prime contractor). An otherwise eligible firm further agrees to comply with the required LOS certification requirements in this solicitation (see 852.219–75 or 852.219–76 as applicable).

These requirements are summarized as follows:

(1) Services. In the case of a contract for services (except construction), the SDVOSB…