S02 RFQ 36C26223Q0285 NDNQI.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

664-23-1-096-0001

36C26223Q0285 12-14-2022

SIMMS, JAMES 951-601-4543 12-19-2022

1:00 PM PST

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

X

541611

$21.5 Million

NET 30

N/A

X

36C262

Department of Veterans Affairs

VA SAN DIEGO HEALTHCARE SYSTEM

335O LA JOLLA VILLAGE DRIVE

WAREHOUSE- BLDG -1

San Diego CA 92161

36C262

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

Department of Veterans Affairs Financial Services Center Submit Invoices Electronically to:

http://www.tungsten-network.com

See CONTINUATION Page

SEE SCHEDULE FOR DETAILS.

PLEASE ENSURE THE FOLLOWING INFORMATION IS REFERENCE:

STATMENT OF WORK, SALIENT CHARACTERISTICS, ITEM SCHEDULE,

AND ALL CLAUSES/PROVISIONS

ALL QUESTIONS MUST BE SUBMITTED BY 12/16/2022 AT 1:00 PM

TO: james.simms@va.gov .

ALL QUOTES MUST BE SUBMITTED BY FRIDAY 12/19/2022

AT 1:00 PM PST TO: james.simms@va.gov

**SEE ADDENDUM TO INSTRUCTIONS TO OFFERORS ATTACHED.

THIS IS A FIRM-FIXED-PRICE REQUIREMENT.

See CONTINUATION Page

664-3630160-096-824100-3131 010024100

X X

NICHOLS, CECIL S. VA-VHA-2021-84859FDA

CONTRACTING OFFICER

http://www.tungsten-network.com/ mailto:james.simms@va.gov mailto:james.simms@va.gov

36C26223Q0285

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK/DESCRIPTION OF WORK

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

B.4 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

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

AND COMMERCIAL SERVICES (NOV 2021)

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (MAY 2022) (JUL 2020) (DEVIATION)

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ...27

C.5 52.219-14 LIMITATIONS ON SUBCONTRACTING (OCT 2022)

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.7 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

C.8 VAAR 852.212-73 GRAY MARKET AND COUNTERFEIT ITEMS—INFORMATION

TECHNOLOGY MAINTENANCE ALLOWING OTHER-THAN-NEW PARTS (MAR 2020)

C.9 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.10 VHA SUPPLEMENTAL CONTRACT REQUIREMENT FOR ENSURING

ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS

(AMENDED OCTOBER 25, 2021)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

E.2 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

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: TBD

b. GOVERNMENT: Contracting Officer 36C262 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:

[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] Invoice should be sent upon “acceptance” of the services by

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 http://www.tungsten-network.com

B.2 STATEMENT OF WORK/DESCRIPTION OF WORK

A. SUMMARY:

The VA San Diego Healthcare System requires a FIRM-FIXED-PRICE, BASE YEAR PLUS FOUR (4) OPTION YEAR membership/participation in a national nursing database that captures not only nursing unit level data concerning nursing sensitive outcomes but also RN Satisfaction.

B. PERIOD OF PERFORMANCE:

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

i. Base Year - January 1, 2023 to December 31, 2023

ii. Option Year 1 - January 1, 2024 to December 31, 2024

iii. Option Year 2 - January 1, 2025 to December 31, 2025

iv. Option Year 3 - January 1, 2026 to December 31, 2026

v. Option Year 4 - January 1, 2027 to December 31, 2027 subject to the availability of appropriated funds.

C. BACKGROUND INFORMATION:

Must be compatible with and integrate with current system platform

The National Database for Nursing Quality Indicators (NDNQI) [OR EQUAL] is a large centralized information pool that collects nursing data from hospitals all over the nation. The database is a repository for nursing-sensitive indicators, a program of the National Center for Nursing Quality (NCNQ®). NDNQI is the only database containing data collected at the nursing unit level. This allows the VA to obtain information on nursing-sensitive indicators and their operational definitions, NDNQI enrollment procedures, quarterly reports to participating facilities, and examples from facility nurse liaisons of how NDNQI reports have been used to improve care.

NDNQI provides national comparison data for acute care, long term care, and behavioral health units based on bed size, teaching status, geographic status, and most importantly facilities of excellence (i.e. Magnet status). NDNQI is the only database that provides data from Magnet hospitals. From this comparison, benchmarking is possible to provide stimulus for care improvements. NDNQI is a dynamic program. New nursing-sensitive indicators are added to the database; new projects are initiated; and new facilities join regularly. The guiding forces behind NDNQI are constantly trying to determine how this program can be enhanced to better serve the participating facilities and the nursing profession better; therefore, the dynamic nature of the project. NDNQI, at a minimum, includes the nurse-sensitive clinical indicators required by the American Nurses Credentialing Center (ANCC) 2014 Magnet Manual.

N.B.: the VA/VHA data supplied to Press Ganey [OR EQUAL] would be a form of a Limited Data Set, as defined in the HIPAA Privacy Rule (defined below). IHI is a subset of health information including an individual’s demographic information that (1) is created or received by a health care provider, health plan, or health care clearinghouse that relates to the past, present, or future physical or mental health/condition of an individual, the health care provided to that individual, or the past, present, or future payment for the same, or that identifies the individual or provides a reasonable basis to be used to identify the individual.

PHI is individually-identifiable health information transmitted or maintained by a Covered Entity in any form or medium NOTE: PHI excludes employment records held by a Covered Entity in its role as an employer or health information belonging to an individual deceased more than 50 years.

SPI, with respect to an individual, means any information about the individual maintained by an agency, including the following: (1) education, financial transactions, medical history, and criminal or employment history, and/or (2) information that can be used to distinguish or trace the individual’s identity, including name, Social Security number, date and place of birth, mother’s maiden name, or biometric records, 38 C.F.R §75.112, and see also The Privacy Act, 5 U.S.C. §552a.

Service: Data from hospitals participating in the NDNQI Program are aggregated in groups with comparable institutions (“Comparison Data”) at least quarterly; VA’s data are included in Comparison Data in accordance with NDNQI Program procedures. Press Ganey [OR EQUAL] reserves the right to determine wither or not VA’s data are included in Comparison Data, Comparison Data excludes and SPI, PHI, or IHI; therefore, the VA-provided data poses no risk of unauthorized disclosure or use of Veteran or VA staff data or breach of confidentiality.

A Clinical and Staffing Measure report that includes information on trends and Comparison Data, provided data is received for the NDNQI nursing quality measures within the scheduled timeline, and Assurance of quality standards for data management in order to ensure data integrity and security. Press Ganey reserves the right to delete erroneous data. Except for data errors that appear in the VA’s error reports, Press Ganey [OR EQUAL] will notify the VA of any erroneous data and will give the VA ten (10) business days or five(5) business days post data submission deadline (whichever is sooner), to conform whether such data are erroneous before Press Ganey deletes same.

D. VA RESPONSIBILITIES

a. VA Shall

i. Integrate data collection into the institutional infrastructure, accountabilities, and processes in order to optimize the collection of valid and reliable data for the NDNQI Program Measures, related definitions, and coding guidelines. For the purposes of this Agreement, “Measures” shall mean those variables, monitored over time, that focus on (i) how patients and their conditions are affected for their interaction with nursing staff, (ii) how care is delivered (iii) staffing patterns expected to affect quality and quantity of care provided by nurses, an (iv) measurements of nursing satisfaction as described below;

ii. Identify data collection stakeholders within its institution and systematically negotiate their assistance and commitment to the success of the data collection and compilation;

iii. Identify a Site Coordinator for VA. The Site Coordinator will (i) be responsible for data collection and timely submission, (ii) be available to answer questions from NDNQI Program staff and provide clarification on the data submitted, and (iii) distribute the NDNQI reports to responsible parties in the VA;

iv. Identify and submit accurate data according to NDNQI specifications, respond to queries for clarification, and/or make data submission corrections within the prescribed timeframes. VA understands and agrees that, in order to ensure data integrity, erroneous or invalid data may be deleted in accordance with NDNQI procedures. Any data submitted to NDNQI are considered to be a limited data set under HIPAA.

v. Adhere to the data use obligations.

vi. Note: A “limited data set” is a limited set of identifiable patient information as defined in the Privacy Regulations issued under HIPAA. A “limited data set” of information may only be disclosed pursuant to the HIPAA Privacy Rule.

Clinical and Staffing Measures

The NDNQI Clinical and Staffing Measures are nursing sensitive metrics that are collected on specific types of hospital units. VA shall complete the Clinical and Staffing Indicator collection process according to NDNQI Specifications and submit the data on the NDNQI Database website as set forth in posted timelines.

RN Survey

Press Ganey [OR EQUAL] shall measure RN satisfaction yearly, if VA enrolls in the RN Survey, VA agrees to adhere to posted timelines and procedures for the RN Survey. This includes adhering to the NDNQI RN Survey Coordinator Data Collection Protocol and VA’s local Institutional Review Board requirements for human subjects’ protection.

The Parties acknowledge that full performance of their respective obligations may depend on certain acts of the other party. As required by the Federal Acquisition Regulation (FAR 52.212-

4) and the Contract Dispute Act, in the event of a dispute or concern, the Parties will confer in good faith to identify the cause of the dispute or concern-including whether the failure of the complaining Party to perform contributed to the concern- and to resolve the dispute or concern amicably and professionally.

E. CONFIDENTIALITY

Confidential Information” Defined. “Confidential Information” means (a) all data and information transmitted electronically by (or on behalf of) VA or its employees to the NDNQI (regardless of whether or how marked), and (b) all data and information provided in writing or transmitted electronically to VA (regardless of whether or how marked), including NDNQI benchmarks, extensible markup language (XML), unique data identifiers, programs, educational materials, definitions, and other codes or algorithms.

“Confidential Information” does not include any particular information that the receiving party can demonstrate: (a) was rightfully in the possession of or known by, the receiving party without an obligation to maintain its confidentiality prior to receipt from the disclosing party; (b) was or has become generally available to the public other than as a result of disclosure by the receiving party or its agents; (c) after disclosure to the receiving party, was received from a third party who, to the receiving party’s knowledge, had a lawful right to disclose such information to the receiving party without any obligation to restrict its further use or disclosure; (d) was independently developed by the receiving party without use of or reference to any Confidential Information of the disclosing party; or (e) that the disclosing party has disclosed to unaffiliated third parties without similar restrictions.

“Confidential Information” shall not include any Protected Health Information received from, or received, maintained, transmitted or created on behalf of, VA by Press Ganey [OR EQUAL] in connection with the services provided to VA (collectively, “PHI”). All PHI shall be subject to Section F hereof (“Limited Data Set”).

“Disclosure” is the release of, transfer of, provision of access to, or divulging to a third party in any manner outside of VHA.

VA’s participation as a participant in the NDNQI Program, along with identity of VA’s key contact personnel will be known by Press Ganey [OR EQUAL] and NDNQI Program personnel. Press Ganey may disclose VA’s participation in the NDNQI Program to outside entities; however, such disclosure will be limited to VA’s participation in the NDNQI Program and will not affect Press Ganey’s [OR EQUAL] obligations to maintain the confidentiality of VA’s data. VA’s participation in the NDNQI Program would generally be used to recognize VA’s commitment to quality, including recognition that may be in the form of communication with the participants or recognition at meetings, and to provide speaking opportunities, publishing opportunities, access to marketing information about related products and services, and other similar activities.

Obligations of Confidentiality. The receiving party may only disclose Confidential Information to personnel who have a legitimate need to know the information for the purposes of this Contract and who are obligated to protect the confidentiality of the information in a manner substantially equivalent to that required of the receiving party. The receiving party will keep Confidential Information confidential and secure, and will protect it from unauthorized use or disclosure by using at least the same degree of care as the receiving party employs to avoid unauthorized use or disclosure of its own confidential information of a similar nature, but in no event less than reasonable care. If any unauthorized disclosure or loss of any Confidential Information occurs, the receiving party will promptly notify the disclosing party and will cooperate with the disclosing party and take all such actions as may be necessary or reasonably requested by the disclosing party to minimize the violation and any damage resulting from it.

No Implied Rights. Confidential Information will remain the property of the disclosing party.

Nothing contained in this section will be construed as obligating a party to disclose Confidential Information, or as granting to or conferring on the receiving party, expressly or by implication, any rights or license to Confidential Information. Any such obligation or grant will only be as provided by other provisions of this Contract.

Compelled Disclosure. If the receiving party is legally compelled to disclose any Confidential Information in a manner not otherwise permitted by this Contract as the Privacy Act (5 U.S.C.

552a) considers, the receiving party will (a) promptly notify the disclosing party, describing the subpoena, court order, or other similar process pursuant to which the receiving party is compelled to disclose the Confidential Information, (b) provide the disclosing party with documentation thereof, and (c) permit the disclosing party reasonable time to seek a protective order or other appropriate remedy to limit disclosure.

Duration of Confidentiality Obligations. Each party’s obligations under this Section (Confidentiality) apply to Confidential Information, whether disclosed to the receiving party before or after the Effective Date, and will continue during the Term and survive the expiration or termination of this Agreement

F. LIMITED DATA SET

For the purposes of this Agreement, the terms “Protected Health Information” and “Limited Data Set” shall have the same definitions as found in the HIPAA Privacy Rule 45 CFR §164.501 and 45 CFR §164.514(e)(2), as amended as noted supra. All data included in the Program database that constitute a Limited Data Set and the use thereof shall be permitted by VA in accordance with the following terms and conditions: The NDNQI Program collects nursing quality-related data including the month and quarter of individual subject’s outcomes and neonate subject’s ages, making the NDNQI Program a Limited Data Set pursuant to HIPAA regulations. A Limited Data Set is Protected Health Information that excludes the following direct identifiers of the individual or of relatives, employers, or household members of the individual:

a. Names;

b. Postal address information, other than town or city, State, and zip code;

c. Telephone numbers;

d. Fax numbers

e. Electronic mail addresses;

f. Social security numbers;

g. Medical record numbers;

h. Health plan beneficiary numbers;

i. Account numbers;

j. Certificate/license numbers;

k. Vehicle identifiers and serial numbers, including license plate numbers;

l. Device identifiers and serial numbers;

m. Web universal resource locators (URLs);

n. Internet protocol (IP) address numbers;

o. Biometric identifiers, including finger and voice prints; and

p. Full face photographic images and any comparable images.

Except as otherwise specified herein, Press Ganey [OR EQUAL] may make all uses and disclosures of the Limited Data Set necessary to conduct the NDNQI Program and any affiliated research projects.

In addition to Press Ganey [OR EQUAL], the individuals, or classes of individuals, who are permitted to use or receive the Limited Data Set include: all NDNQI Program staff including researchers and subcontractors performing services on behalf of or in association with Press Ganey.

Press Ganey [OR EQUAL] may make the Limited Data Set available to third parties for research approved by Press Ganey provided that (i) the data cannot be identified by the third party as VA data, (ii) the data cannot be identified by the third party as data of an individual subject, and (iii) the third party signs a data use agreement that complies with the HIPAA Privacy Rule.

Press Ganey [OR EQUAL] agrees to not use or disclose the Limited Data Set for any other purpose other than as described herein or as required by law.

Press Ganey [OR EQUAL] agrees to use appropriate safeguards to prevent use or disclosure of the Limited Data Set other than as provided for by this Agreement. The NDNQI Program has implemented appropriate industry standard privacy and security safeguards including (i) encryption, (ii) user authentication, (iii) role based access controls, (iv) disaster recovery, (v) programmed back-up, (vi) virus protection, and (vii) secure firewall. Nevertheless, if Press Ganey, or any of its officers, directors, staff, sub-contractors, or other 3d parties working on its behalf causes a data breach of VA SPI either through intentional or negligent means, VA maintains the right to assess liquidated damages under 38 U.S.C. §5725 as noted in ¶4.3, supra.

Press Ganey [OR EQUAL] agrees to report to VA within ten (10) business days of which Press Ganey [OR EQUAL] becomes aware of any use or disclosure of the Limited Data Set not provided for by this Agreement. Press Ganey agrees not to ascertain the identity or contact the subjects of the information.

Duration of Limited Data Set Obligations. The obligations under this Section F (Limited Data Set) will continue during the Term and survive the expiration or termination of this Agreement for as long as Press Ganey retains VA Data.”

Press Ganey agrees to ensure that any agent, including a subcontractor, to whom Press Ganey provides the Limited Data Set, agrees to the same restrictions and conditions that apply through this Agreement, with respect to such information. Press Ganey ensures that it and any agent, including subcontractors, shall comply with the HIPAA Privacy Rule, which contains the relevant provisions and regulations regarding privacy and data control requirements for the Limited Data Set.

G. DATA USE

In addition to the allocation of rights as described in the FAR, Press Ganey [OR EQUAL] retains all right, title and interest in and to specialized database software, the Measures used as part of the NDNQI Program, tutorials and the Program database. Provision of services hereunder does not transfer to VA any of Press Ganey's right, title and interest to its intellectual property, including Confidential Information defined in the Confidential Information Section in this Agreement, and reserves all rights thereto.VA may use the NDNQI Comparison Data and benchmarks only during the term of this Agreement and only for (i) self-evaluation for purposes of performance and quality improvement including improving nursing services, patient care, nurse satisfaction as well as for targeting internal nursing education needs, internal research, satisfaction of external reporting requirements for Magnet, state hospital association, Baldrige, or Beacon awards and (ii) marketing to recruit patients or nurses.

The parties acknowledge and agree that any VA-specific reports (including quarterly reports and any report created by VA using a Press Ganey [OR EQUAL] online application) and VA-specific data analyses created by Press Ganey [OR EQUAL] for VA under this Agreement (collectively, “Work Product”) shall be owned by VA. Subject to (b), above, all right, title and interest in the Work Product will vest in VA and all Work Product will be deemed to be works made for hire for

VA.

Notwithstanding anything to the contrary in (e) above, Press Ganey [OR EQUAL] owns, and reserves all rights in and to, the Press Ganey Knowledge Base Materials. The phrase “Press Ganey Knowledge Base Materials” shall mean any survey questions, methodologies, comparative and benchmark databases and any related documentation generated by or on behalf of Press Ganey or any Press Ganey personnel (including, without limitation, all de-identified survey-level responses and other measures of patient satisfaction or clinical performance) as well as any technology, software, code, processes, know-how, or tools that have independent value outside of the Work Product. In the event that the Work Product contains or references any Press Ganey [OR EQUAL] Knowledge Base Materials, Press Ganey [OR EQUAL] hereby grants to VA a perpetual, non-exclusive, non-transferable, non-sublicensable, limited license to use or access those Press Ganey Knowledge Base Materials that may be contained in the Work Product solely for VA's own internal purposes. Press Ganey will retain all right, title and interest (including, without limitation, all intellectual property rights) in and to the Press Ganey Knowledge Base Materials. VA shall not, and shall not permit any third party to, (i) decompile, disassemble or reverse engineer the Press Ganey Knowledge Base Materials; (ii) modify the Press Ganey Knowledge Base Materials, or create any derivative product from any of the Press Ganey Knowledge Base Materials; (iii) use the Press Ganey Knowledge Base Materials except as incorporated into the Work Product; or (iv) market, sell or distribute the Press Ganey Knowledge Base Materials on a stand-alone basis or together with any other products or services. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from the Press Ganey Knowledge Base Materials shall be owned solely and exclusively by Press Ganey, as shall any and all patent rights, copyrights, trade secret rights, trademark rights, and all other proprietary rights, worldwide therein and thereto, and VA hereby assigns to Press Ganey any and all of its interests, title or ownership in the Press Ganey Knowledge Base Materials or any modification to or derivative work of the Press Ganey Knowledge Base Materials.

VA shall not, and VA shall not permit any VAMC or other third party to, attempt to re-identify any Press Ganey [OR EQUAL] Knowledge Base Materials, including any de-identified VA Data therein.

VA acknowledges and agrees that electronic, raw data files containing patient-level responses, measurement or improvement scores or compilations thereof that may be provided by Press Ganey [OR EQUAL] to VA (“Data Files”) also contain Press Ganey proprietary information and intellectual property. VA may request, and Press Ganey may agree to provide VA with access to the Data Files in a manner determined by Press Ganey after the Parties enter into a separate data use agreement in the form and substance approved by Press Ganey. In the event that Press Ganey [OR EQUAL] provides VA with access to any Data Files, VA agrees to: (i) only use the Data Files for its own internal purposes and not for the benefit of any third party; (ii) only share, disclose, or transmit the Data Files to a person who is an employee of VA or has a written contractual relationship with VA to provide further analysis of VA's own internal business purposes; (iii) not, and VA shall not permit any third party to, combine any of the information in the Data Files with other information to generate benchmarks; and (iv) not, and VA shall not permit any third party to, share Data Files with any other entity that provides satisfaction/experience/engagement measurement reporting tools, services, or other activities or services similar or reasonably competitive to those offered by Press Ganey.

H. USE OF NAME

Except as permitted pursuant to the Confidentiality Section, this Use of Name Section, and the Database Use/Ownership/Intellectual Property Section, the parties agree that they will not use the other party’s (or its employees, agents, investigators, or affiliates) name, symbols, trademarks, service marks or logos, including the Press Ganey and NDNQI names, symbols, marks, or logos, in any advertisement, promotion, brochure, solicitation or similar document or for any marketing, public relations, advertising, display or other business purpose, or any statement to the public, without the other party’s prior written consent. Notwithstanding the foregoing: (i) VA may elect to disclose its participation in the NDNQI Program, including the RN Survey, and the parties shall have the right to refer to this Contract as appropriate in the conduct of its business and in any filings required with any governmental agency or as otherwise required by law; and (ii) VA grants Press Ganey the right to include VA's name in Press Ganey’s client list, including its list of participants in the NDNQI Program database, and list of award winners, when applicable. A party shall immediately cease using the Marks of the other party in any manner found objectionable by that party. Each party shall retain all right, title and interest in and to its Marks, and each party’s use of the other party’s Marks shall inure to the benefit of such other party.”

The VA retains the sole discretion to dictate how its name, logo, etc. are used. See 38 C.F.R. §1.9.

I. NOTICES:

The address listed on the first page of this Agreement for Press Ganey [OR EQUAL] and VA will be used for all written notices, except in the case of notices sent by fax or email. Notices sent by Press Ganey to VA by fax or email will be sent to the VA Contracting Officer or designated representative at the email address and fax number provided at the current time.

VA may send notices to Press Ganey [OR EQUAL] by email or fax:

J. MUTUAL REPRESENTATIONS:

In addition to relevant FAR provisions regarding warranties, VA hereby represents and warrants that it has, and shall continue throughout the term of this Agreement, to comply with all applicable laws, rules, regulations or policies to enable Press Ganey’s delivery of services in accordance with those laws, rules, regulations or policies, and Press Ganey may rely upon and has no duty to confirm these representations..

Numerous VA facilities have, and currently are, using NDNQI and Press Ganey’s related services and as a result, VA is aware of its functionality.

J. LIMITATION OF LIABILITY:

The warranty, changes, disputes, limitations of liability, and related terms and conditions between the parties will be governed by FAR §52.212-4, applicable FAR provisions, and the Contract Disputes Act. The Department of Veterans Affairs is a Cabinet-Level Executive Agency and is bound by federal law, not state, UCC, or common-law principles.

K. TERMINATIONS:

In addition to the rights offered to the VA under applicable law, Press Ganey [OR EQUAL] may terminate this Agreement by providing the VA ninety days (90) days written notice of termination by fax, email or letter as outlined in the Notices Section.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBE

R

DESCRIPTION OF

SUPPLIES/SERVI

CES

QUANTI

TY

UNI

T UNIT PRICE AMOUNT

1.00 YR _______________

2023 Base Membership Contract Period: Base POP Begin: 01-01-2023 POP End: 12-31-2023 PRINCIPAL NAICS CODE: 541611 - Administrative Management and General Management Consulting Services PRODUCT/SERVICE CODE: R420 - Support - Professional:

Certifications and Accreditations (Other Than Educational Institutions or Info Tech C&A)

2024 Option Year 1 Contract Period: Option 1 POP Begin: 01-01-2024 POP End: 12-31-2024

2025 Option Year 2 Contract Period: Option 2 POP Begin: 01-01-2025 POP End: 12-31-2025

2026 Option Year 3 Contract Period: Option 3 POP Begin: 01-01-2026 POP End: 12-31-2026

2027 Option Year 4 Contract Period: Option 4 POP Begin: 01-01-2027 POP End: 12-31-2027

GRAND TOTAL _______________

B.4 DELIVERY SCHEDULE

ITEM NUMBER QUANTITY

DELIVERY

DATE

1.00

SECTION C - CONTRACT CLAUSES

FAR

Number

Title Date

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

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

PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(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; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

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:

(End of Addendum to 52.212-4)

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (MAY 2022) (JUL 2020)

(DEVIATION)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L.

115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract…