36C10G24R0019.docx

36C10G24R0019 Academic Detailing Services Solicitation 36C10G24R0019

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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 W

HICH 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

36C10G24R0019 Shemika Wray 202-288-2144 05-15-2024 12:00

EDT

36C10G U.S. Department of Veterans Affairs OPAL | Strategic Acquisition Center 10300 Spotsylvania Ave | STE 400 Fredericksburg VA 22408-2697 X 611430 $15 Million Net 30 Days N/A X

36C10G U.S. Department of Veterans Affairs OPAL | Strategic Acquisition Center 10300 Spotsylvania Ave | STE 400 Fredericksburg VA 22408-2697

VAFSC

U.S. Department of Veterans Affairs Financial Services Center

PO BOX 149971

see Section B.3 invoicing/payment) Austin TX 78714-8917 1 (877) 489-6135 The following solicitation is to establish a single award Firm-Fixed-Price Idefinite Delivery Indefinite Quantity (IDIQ) Contract for Academic Detailing Services.

X Brian Love Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C10G

OPAL | Strategic Acquisition Center

10300 Spotsylvania Ave | STE 400 Fredericksburg VA 22408-2697

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

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B.2 MINIMUM GUARANTEE

The minimum dollar amount that the Government agrees to order under each contract awarded under this solicitation is $1,500.00. If the Contractor receives total orders for less than the minimum amounts, the Government will pay the difference between the amount ordered and the minimum amount guaranteed. The Government's obligation for the minimum amount only applies to the base period of each awarded contract.

2.1 MAXIMUM CEILING AMOUNT

The maximum ceiling amount for Academic Detailing Services Training and Consulting Services is valued at $1,500,000.

2.2 CONTRACTING OFFICER AUTHORITY

The Contracting Officer for the contract shall be the only individual authorized to direct/redirect the efforts under the contract and task orders issued or in any way modify the items or terms of this contract.

2.3 SUCCESSOR CONTRACTING OFFICER

The Contracting Officer who signed this contract is the primary Contracting Officer for the contract. Nevertheless, any Contracting Officer assigned to the Strategic Acquisition Center and acting within his/her authority may take formal action on this contract when a contract action needs to be taken and the primary Contracting Officer is unavailable.

2.4 EXTENT OF OBLIGATION

The Government is obligated only to the extent of authorized purchases made under the resultant contract. A minimum guarantee IAW FAR 16.504(a) of $1,500.00 will be placed against the base IDIQ contract award. The parties agree that the Government will fulfill its obligation to order a minimum quantity by paying the Contractor $1,500.00 at the end of the ordering period, unless it orders one unit or a combination of units that exceeds $1,500.00 before that time, which would otherwise fulfill the obligation.

2.5 PERIOD OF PERFORMANCE

2.6 CONTRACT PRICES AND PRICE ADJUSTMENTS

The offered prices will apply throughout the life of the contract unless modified by the Contracting Officer.

2.7 FEDERAL, STATE, LOCAL LAWS, AND REGULATIONS

The contractor shall conduct Academic Detailing Services Training and Consulting Services operations that adhere to all applicable Federal, State, local laws, and regulations.

2.8 PLACE OF PERFORMANCE

The place of performance is at contractor location.

B.3 PERFORMANCE WORK STATEMENT (PWS)

3.1 BACKGROUND

VA PBM ADS requires the professional services of a contractor to provide highly specialized services in academic detailing, specifically to train VA staff in the evidence-based knowledge, skills, and techniques of academic detailing. This includes but is not limited to the elements of an academic detailing outreach visit, communication elements, key messaging, group facilitation, motivation interviewing techniques and more advanced communication skills.

3.2 SCOPE

3.3 Academic Detailing Training and Consultation

The contractor shall train VA clinicians and other support staff to develop and implement an academic detailing program. The contractor shall provide skills-based training sessions. These trainings may be in-person, face-to-face trainings, or held in a virtual, video face-to-face/video conference setting, depending on the preference of the PBM ADS Task Order (TO). The trainings will focus on skills development and small group practice sessions, utilizing clinical campaign materials.

The contractor shall incorporate recommended changes provided from the VA to improve basic and advanced skills trainings when communicated in writing to the contractor prior to the next training session.

The contractor shall provide a written report summarizing the completed work after each training session. The report shall be submitted as a deliverable. Demonstration of training objectives shall be documented within the written summary report and submitted to the COR with ten calendar days of the training class’s completion.

After each training session, the contractor shall conduct an evaluation of the course via survey to the trainees. The contractor shall administer and collect a post training evaluation and submit them to the COR. Post-training evaluation surveys from trainee participants will be reviewed by the ADS training workgroup. The contractor shall address the issues and concerns raised in those surveys.

3.4 SPECIFIC TASKS AND DELIVERABLES

3.5 Basic Skills Trainings in a live, virtual video conference modality- Task 1 The contractor shall provide Basic Skills trainings as required by the PBM ADS program office.

The contractor shall train and coach VA staff during Basic Skills Training, including the following objectives.

· Define academic detailing, including the elements of an outreach visit.

· Focus on fundamental and intermediate elements of communication.

· Establish successful relationships with key stakeholders.

· Train on how to perform one-to-one academic detailing outreach visits.

· Educate on how to utilize key messages.

· Educate on how to utilize audit and feedback tools, including trend reports and snap shots of panel data to identify opportunities and provide system process improvement interventions.

· Educate on how to recognize barriers and create barrier resolution.

· Provide feedback on one-to-one practice sessions with providers.

3.5.1 Basic Skills Deliverables:

· A Basic skills training shall be offered as requested by PBM ADS.

· Basic Skills training class agenda shall be submitted to the COR six weeks in advance of the class start date. The government will review and respond within ten days. Contractor will return changes within five days.

· Basic Skills post-training evaluation shall be administered and collected with responses included in a post-training written summary report to the COR.

· Demonstration of training objectives shall also be documented within the written summary report and submitted to the COR with ten calendar days of the training class’s completion.

· Total training time for each session shall be a minimum of 16 cumulative hours. The hours may be spread across multiple days within a one-week period.

3.6 Basic Skills Trainings in a live, face-to-face in-person modality- Task 2 The contractor shall provide Basic Skills trainings as required by the PBM ADS program office.

The contractor shall train and coach VA staff during Basic Skills Training, including the following objectives.

· Define academic detailing, including the elements of an outreach visit.

· Focus on fundamental and intermediate elements of communication.

· Establish successful relationships with key stakeholders.

· Train on how to perform one-to-one academic detailing outreach visits.

· Educate on how to utilize key messages.

· Educate on how to utilize audit and feedback tools, including trend reports and snap shots of panel data to identify opportunities and provide system process improvement interventions.

· Educate on how to recognize barriers and create barrier resolution.

· Provide feedback on one-to-one practice sessions with providers.

3.6.1 Basic Skills Deliverables:

· A Basic skills training shall be offered as requested by PBM ADS.

· Basic Skills training class agenda shall be submitted to the COR six weeks in advance of the class start date. The government will review and respond within ten days. Contractor will return changes within five days.

· Basic Skills post-training evaluation shall be administered and collected with responses included in a post-training written summary report to the COR.

· Demonstration of training objectives shall also be documented within the written summary report and submitted to the COR with ten calendar days of the training class’s completion.

· Total training time for each session shall be 16 cumulative hours, in two consecutive eight-hour days.

3.7 Advanced Skills Trainings in a live, virtual video conference modality– Task 3 The contractor shall provide Advanced Skills trainings as requested by the PBM ADS program office.

The contractor shall train and coach VA staff on Advanced Skills Training, including the following objectives:

· Emphasize advanced approaches on how to utilize soft skills to become a more effective academic detailing, with a focus on behavior change and motivational interviewing.

· Focus on intermediate elements of communication to be utilized in an academic detailing setting.

· Educate on how to establish successful relationships with key stakeholders and how to maintain and strengthen these partnerships.

· Train on how to perform one-to-one academic detailing outreach visits, including how to recognize barriers and create barrier resolution by using planned analysis.

· Educate on presenting to leadership to obtain buy-in from stakeholders.

· Provide feedback on one-to-one practice sessions with providers.

3.7.1 Advanced Skills Deliverables

· Advanced skills training shall be offered throughout the fiscal year as requested by the PBM ADS program office with at least two months advance notice.

· Advanced Skills training class agenda shall be submitted to the COR six weeks in advance of the class start date. The government will review and respond within ten days. Contractor will return changes within five days.

· Advanced Skills post-training evaluation shall be administered and collected with responses included in a post-training written summary report to the COR.

· Demonstration of training objectives shall also be documented within the written summary report and submitted to the COR with ten calendar days of the training class’s completion.

· Total training time for each session shall be a minimum of 24 cumulative hours. The hours may be spread across multiple days within a one-week period.

3.8 Advanced Skills Trainings in a live, face-to-face, in-person modality – Task 4 The contractor shall provide Advanced Skills trainings as requested by the PBM ADS program office.

The contractor shall train and coach VA staff on Advanced Skills Training, including the following objectives:

· Emphasize advanced approaches on how to utilize soft skills to become a more effective academic detailing, with a focus on behavior change and motivational interviewing.

· Focus on intermediate elements of communication to be utilized in an academic detailing setting.

· Educate on how to establish successful relationships with key stakeholders and how to maintain and strengthen these partnerships.

· Train on how to perform one-to-one academic detailing outreach visits, including how to recognize barriers and create barrier resolution by using planned analysis.

· Educate on presenting to leadership to obtain buy-in from stakeholders.

· Provide feedback on one-to-one practice sessions with providers.

3.8.1 Advanced Skills Deliverables

· Advanced skills training shall be offered throughout the fiscal year as requested by the PBM ADS program office with at least two months advance notice.

· Advanced Skills training class agenda shall be submitted to the COR six weeks in advance of the class start date. The government will review and respond within ten days. Contractor will return changes within five days.

· Advanced Skills post-training evaluation shall be administered and collected with responses included in a post-training written summary report to the COR.

· Demonstration of training objectives shall also be documented within the written summary report and submitted to the COR with ten calendar days of the training class’s completion.

· Total training time for each session shall be 24 cumulative hours, in three consecutive eight-hour days.

3.9 Consulting Services – Task 5

In addition to trainings, VA PBM ADS requires the professional services of a contractor to provide highly specialized skills in medical media development, specifically educational print, and electronic materials. This includes but is not limited to literature review, content and key messaging development, and graphic design. The contractor will work with the PBM ADS representative(s) in a collaborative manner, presenting draft educational documents (e.g. clinician guide, quick reference guide, patient handouts) and options to the ADS staff for review and feedback. Ultimately, this will result in a final product satisfactory to the PBM ADS.

Examples of medical media development include but are not limited to:

· Clinician Guides with key messaging

· Quick Reference Guides

· Patient Handouts

· Fact Sheets The contractor shall incorporate ADS recommended changes to materials being developed when communicated in writing from the ADS staff, including the COR. The contractor shall provide drafts, revisions, and final ADS products to the COR in accordance with each consulting project’s timeline, as delineated in each corresponding proposal as projects arise.

The contractor shall submit all deliverables in full compliance with the Revised Section 508 Standards guidance as published in the Federal Register notice available at: https://www.access-board.gov/ict/ict-final-rule.pdf. It will be the contractor’s sole responsibility to fully understand these requirements and ensure they meet these standards. The contractor shall Leverage and adhere to WCAG 2.0 level AA criteria and VA’s Section 508 office supplemental requirements, for reviewing, assessing, and addressing all issues failing WCAG 2.0 and not meeting supplemental requirements of VA’s Section 508 office on all documents created as part of this contracted effort. The VA Section 508 office supplemental requirements also include addressing issues identified as violations by VA’s HTML scanning appliance(s). The contractor shall resolve all accessibility deficiencies for each deliverable to the government’s satisfaction and acceptance in alignment with all legal requirements.

3.9.1 Consulting Services deliverables:

· Contractor shall work with the COR to create a Memo of Understanding (MOU) for each consulting project of work. There is no minimum for consulting projects. The MOU will describe the work to be done, including timeline and estimate of hours needed to complete. The Contractor and COR will sign each MOU.

· Contract will provide completed educational documents (e.g. Clinician Guide, Quick Reference Guide, Patient Handout) in a format as requested by the PBM ADS program office. For graphic design work, this will include print and press-ready files, as well as InDesign files. The timeline for the consulting work will be specified in the MOU and will vary based on project size. The contractor and the government will come to an agreement on the timeline when working on the MOU for each consulting project.

· Contractor shall deliver 508-compliant versions of finished materials to the COR.

B.4 GENERAL REQUIREMENTS

4.1 TYPE OF CONTRACT

The contract shall be an IDIQ contract. Task Orders (TO) shall be issued on a firm fixed price basis.

4.2 METHOD OF DISTRIBUTION OF DELIVERABLES

The contractor shall deliver documentation electronically in word format and PDF version.

4.3 REPORTS

VA requires the contractor to submit a Quarterly Sales Reports (QSR) in the approved format listed in Attachment 3 - IDIQ Quarterly Sales Reporting Tool. The QSR shall include the Contract Line-Item Number (CLIN), description of item, quantity sold, unit cost and station location. The QSR shall be submitted in accordance with the Government fiscal calendar year. See below:

The contractor agrees that they shall adhere to this requirement. The contractor shall provide a QSR, after the end of each fiscal quarter ending December, March, June, and September and no later than the submission due dates.

Reports shall be sent electronically to the SAC IDIQ Government points of contact, Contract Specialist and Contracting Officer identified in section B.1 and VA Program Advisory Services (PAS) at VA003B1DEmp@va.gov; until the contractor is notified, in writing, of a different point of contact.

The contractor shall identify the remittance amount and submit the QSR to CO and CS for review prior to remitting the Service Level Agreement (SLA) fee in pay.gov. Read Section C, SAC 18-01 SAC Service Level Agreement Fee clause.

SAC Quarterly SLA Payments Process: In accordance with clause SAC 18-01 Service Level Agreement Fee and Submission of Quarterly Sales Reports, the website listed below should be used to provide help/clarification about using the Pay.gov website to send the required quarterly SAC SLA Fee payments. Should your team need assistance please feel free to reach out directly to Pay.gov as the contact information is listed below for their helpdesk in addition to a link to their help/FAQ page.

Pay.gov Customer Services: 800-624-1373 (Toll free, Option #2) Email: pay.gov.clev@clev.frb.org Pay.gov Hours (ET): 8:00 AM – 7:00 PM Monday – Friday Website for questions: https://www.pay.gov/public/help/faqs.

The current company ID for the SAC is listed below. Please share this information with your banking institution as payments may not be processed without it. SAC Company ID: 0360010477.

A Pay.gov conformation receipt is required for all payments and must be included in the quarterly sales report notification to the SAC Contracting Officer and Contract Specialist which is 60 calendar days after the quarter has ended. These are firm dates and must be properly adhered to by the Contractor.

4.4 FEDERAL HOLIDAYS

Unless specifically authorized in writing by the Contracting Officer, no services will be provided, and no charges will be incurred and/or billed to any order against this contract on any of the federal holidays listed. There are eleven Federal holidays set by law (5 U.S.C 6103) that VA follows:

Under current definitions, five are set by date:

If any of the above falls on a Saturday, then Friday shall be observed as a holiday. Similarly, if one falls on a Sunday, then Monday shall be observed as a holiday.

The other six are set by a day of the week and month:

4.5 PERFORMANCE STANDARDS

Performance standards define desired services. The Government performance surveillance to determine if the affiliate exceeds, meets, or does not meet these standards.

The Performance Requirements Summary Matrix, paragraph as provided below includes performance standards. The Government shall use these standards to determine affiliate performance and shall compare affiliate performance to the Acceptable Quality Level (AQL).

100% inspection of deliverables

B.5 PRICE/COST SCHEDULE

ITEM INFORMATION

Basic Skills face-to-face training Contract Period: Base POP Begin:

POP End:

Basic Skills virtual training

Advanced Skills face-to-face training

Advanced Skills virtual training

Consultative Services

Basic Skills face-to-face training Contract Period: Option 1

Basic Skills virtual training

Advanced Skills face-to-face training

Advanced Skills virtual training

Consultative Services

Basic Skills face-to-face training Contract Period: Option 2

Basic Skills virtual training

Advanced Skills face-to-face training

Advanced Skills virtual training

Consultative Services

Basic Skills face-to-face training Contract Period: Option 3

Basic Skills virtual training

Advanced Skills face-to-face training

Advanced Skills virtual training

Consultative Services

Basic Skills face-to-face training Contract Period: Option 4

Basic Skills virtual training

Advanced Skills face-to-face training

Advanced Skills virtual training

Consultative Services

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SECTION C - CONTRACT CLAUSES

C.1 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/

(End of Clause)

C.2 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) (End of Addendum to 52.212-4) C.3 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (FEB 2024)

(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 Covered Entities (DEC 2023) (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) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[X] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[] (4) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

[X] (5) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (6) [Reserved] [] (7) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (9) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[] (10) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) (Pub. L. 115–390, title II).

[X] (11)(i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders— Prohibition. (DEC 2023) (Pub. L. 115–390, title II).

[] (ii) Alternate I (DEC 2023) of 52.204–30.

[X] (12) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

[X] (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

[] (14) [Reserved] [] (15) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

[X] (16) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (17) [Reserved] [] (18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (19)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[X] (20) 52.219-8, Utilization of Small Business Concerns (FEB 2024) (15 U.S.C. 637(d)(2) and (3)).

[X] (21)(i) 52.219–9,…