Inactive Service-Disabled Veteran-Owned Small Business (SDVOSB) Set-Aside (FAR 19.14)

STATEMENT OF WORK SUMMARY: Dallas VA Medical Center requires 1 year membership/participation in a national nursing database; that captures not only nursing unit level data concerning nursing sensitive... STATEMENT OF WORK SUMMARY: Dallas VA Medical Center requires 1 year membership/participation in a national nursing database; that captures not only nursing unit level data concerning nursing sensitive outcomes but also RN satisfaction. BACKGROUND INFORMATION: The National Database for Nursing Quality Indicators (NDNQI) 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 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 reserves the right to determine whether or not VA s data are included in Comparison Data. Comparison Data excludes any SPI, PHI, or other 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 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 confirm whether such data are erroneous before Press Ganey deletes same. VA RESPONSIBILITIES VA shall: 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 by their interaction with nursing staff, (ii) how care is delivered, (iii) staffing patterns expected to affect quality and quantity of care provided by nurses, and (iv) measurements of nursing satisfaction as described below; Identify data collection stakeholders within its institution and systematically negotiate their assistance and commitment to the success of the data collection and compilation; 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; 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. Adhere to the data use obligations. 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 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. Press Ganey will offer three unique surveys that measure nursing satisfaction as required by American Nursing Credentialing Center (ANCC). Press Ganey clients have a choice in which survey they use to determine their evidence of nursing satisfaction for EP3EO in a Magnet designation application: Nursing Excellence; measures seven categories RN Survey with Practice Environment Scale (PES): measures four categories RN Survey with Job Satisfaction Scales: measures for categories. 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. 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 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 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 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 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 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, 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 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 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 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 agrees to report to VA within ten (10) business days of which Press Ganey 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. DATA USE In addition to the allocation of rights as described in the FAR, Press Ganey 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 online application) and VA-specific data analyses created by Press Ganey 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 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. If the Work Product contains or references any Press Ganey Knowledge Base Materials, Press Ganey hereby grants to VA a perpetual, non-exclusive, non-transferable, non-sub licensable, 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 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 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 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. 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. 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. 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. Termination: In addition to the rights offered to the VA under applicable law, Press Ganey 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.