36C10X20R0019-001.docx

A.1 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

(a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

(End of Clause)

1. THIS CONTRACT IS A RATED ORDER

RATING

PAGE OF

PAGES

UNDER DPAS (15 CFR 700)

2. CONTRACT NUMBER

3. SOLICITATION NUMBER

4. TYPE OF SOLICITATION

5. DATE ISSUED

6. REQUISITION/PURCHASE NUMBER

SEALED BID (IFB)

NEGOTIATED (RFP)

7. ISSUED BY

CODE

8. ADDRESS OFFER TO

(If other than Item 7) NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

9. Sealed offers in original and _____________________________ copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the depository located in until local time _______________________ (Hour) (Date) CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All Offers are subject to all terms and conditions contained in this solicitation.

A. NAME

B. TELEPHONE (NO COLLECT CALLS)

C. E-MAIL ADDRESS

AREA CODE

NUMBER

EXTENSION

(X)

SEC.

DESCRIPTION

PAGE(S)

(X)

SEC.

DESCRIPTION

PAGE(S)

PART I - THE SCHEDULE

PART II - CONTRACT CLAUSES

A

SOLICITATION/CONTRACT FORM

I

CONTRACT CLAUSES

B

SUPPLIES OR SERVICES AND PRICES/COSTS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

C

DESCRIPTION/SPECS./WORK STATEMENT

J

LIST OF ATTACHMENTS

D

PACKAGING AND MARKING

PART IV - REPRESENTATIONS AND INSTRUCTIONS

E

INSPECTION AND ACCEPTANCE

F

DELIVERIES OR PERFORMANCE

G

CONTRACT ADMINISTRATION DATA

L

INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

H

SPECIAL CONTRACT REQUIREMENTS

M

EVALUATION FACTORS FOR AWARD

K

REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ________ calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

10 CALENDAR DAYS (%)

20 CALENDAR DAYS (%)

30 CALENDAR DAYS (%)

CALENDAR DAYS (%)

(See Section I, Clause No. 52-232-8)

14. ACKNOWLEDGEMENT OF AMENDMENTS

AMENDMENT NO.

DATE

AMENDMENT NO.

DATE

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

DUNS:

DUNS+4:

CODE

FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER

15A. NAME AND

ADDRESS OF

OFFEROR

(Type or print)

15B. TELEPHONE NUMBER

17. SIGNATURE

18. OFFER DATE

AREA CODE

NUMBER

EXTENSION

15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM

ABOVE - ENTER SUCH ADDRESS IN SCHEDULE.

19. ACCEPTED AS TO ITEMS NUMBERED

20. AMOUNT

21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

ITEM

(4 copies unless otherwise specified) 10 U.S.C. 2304(c) 41 U.S.C. 3304(a) ( )

24. ADMINISTERED BY (If other than Item 7)

25. PAYMENT WILL BE MADE BY

CODE

PHONE:

FAX:

26. NAME OF CONTRACTING OFFICER (Type or print)

27. UNITED STATES OF AMERICA

28. AWARD DATE

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

(Signature of Contracting Officer)

(REV. 6/2014)

10. FOR INFORMATION CALL:

11. TABLE OF CONTENTS

AUTHORIZED FOR LOCAL REPRODUCTION

STANDARD FORM 33

Previous edition is unusable Prescribed by GSA-FAR (48 CFR) 53.214(c)

SOLICITATION, OFFER AND AWARD

SOLICITATION

OFFER (Must be fully completed by offeror) AWARD (To be completed by Government) N/A 36C10X20R0019 X 04-16-2020 212-20-1-1725-0001 21703 Strategic Acquisition Center - Frederick Department of Veterans Affairs 5202 Presidents Court, Suite 103 Frederick

MD

21703 Strategic Acquisition Center - Frederick Department of Veterans Affairs OPAL | Strategic Acquisition Center - F 5202 Presidents Court, Suite 103 Frederick

MD

21703 04-22-2020 Dante Ruiz Dante.Ruiz@va.gov 240-215-1654 See Attached Table of Contents X X X X X X X X X X X X X

$0.00 Strategic Acquisition Center - Frederick Department of Veterans Affairs 5202 Presidents Court, Suite 103 Frederick

MD

21703

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 Allen L. Smith Contracting Officer Table of Contents

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

300.00

Room location and reservation including all services listed in 4.0 above Contract Period: Base POP Begin: 10-01-2019 POP End: 09-30-2020

0001AA

0.00

Completion of Lodging Summary Sheet Contract Period: Base POP Begin: 10-01-2019 POP End: 09-30-2020

300.00

Room location and reservation including all services listed in 4.0 above Contract Period: Option 1 POP Begin: 10-01-2020 POP End: 09-30-2021

1001AA

0.00

Completion of Lodging Summary Sheet Contract Period: Option 1 POP Begin: 10-01-2020 POP End: 09-30-2021

300.00

Room location and reservation including all services listed in 4.0 above Contract Period: Option 2 POP Begin: 10-01-2021 POP End: 09-30-2022

2001AA

0.00

Completion of Lodging Summary Sheet Contract Period: Option 2 POP Begin: 10-01-2021 POP End: 09-30-2022

300.00

Room location and reservation including all services listed in 4.0 above Contract Period: Option 3 POP Begin: 10-01-2022 POP End: 09-30-2023

3001AA

0.00

Completion of Lodging Summary Sheet Contract Period: Option 3 POP Begin: 10-01-2022 POP End: 09-30-2023

300.00

Room location and reservation including all services listed in 4.0 above Contract Period: Option 4 POP Begin: 10-01-2023 POP End: 09-30-2024

4001AA

0.00

Completion of Lodging Summary Sheet Contract Period: Option 4 POP Begin: 10-01-2023 POP End: 09-30-2024

36C10X20R0019 Section B

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SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

36C10X20R0019 Section C

Page 1 of

B.2 PERFORMANCE WORK STATEMENT

BACKGROUND

The Department of Veterans Affairs (VA) Law Enforcement Training Center (LETC) is a franchise fund site authorized pursuant to the Government Management Reform Act of 1994 (Public Law 103-356). The Act authorizes designated agencies to provide certain common administrative support services on a reimbursable basis both internally and to other government agencies. In 2006, permanent status was conferred upon the VA Franchise Fund under the “Military Quality of Life and Veterans Affairs Appropriations Act 2006,” Public Law 109-114. Consequently, the VALETC receives no federally appropriated funding and is required to market VALETC services to customers.

The VALETC provides training for federal police officers working in health care or service-oriented environments. Students who travel to the LETC facility for training are provided lodging and meals that are inclusive of the course tuition.

The VA LETC requires a lodging management service to obtain acceptable overflow lodging for students at a fixed fee for up to 300 students within a 7-mile radius of the VA LETC Training Center.

APPLICABLE DOCUMENTS

Public Law 103-356 Government Management Reform Act of 1994 Federal, State, and City codes regarding operations of this type of service.

Hotel and Motel Safety Act of 1990 (Public Law 101-391) U.S. Fire Administration Hotel and Motel Master list found at (http://usfa.fema.gov/hotel/search.cfm) Lodging facilities shall be compliant with requirements of National Fire Protection Association (NFPA) 101, Life-Safety Code (http://www.nfpa.org/aboutthecodes/AboutTheCodes.asp?DocNum=101)

SCOPE OF WORK

The VA in North Little Rock, Arkansas requires a vendor to provide facility, labor, materials, insurance, licenses and equipment required to provide up to 300 daily rooms to VA-LETC students. Lodging facilities shall be compliant with the requirement of the Hotel and Motel Safety Act of 1990 (Public Law 101-391) and shall be listed on the U.S. Fire Administration Hotel and Motel Master list found at (http://usfa.fema.gov/hotel/search.cfm). Lodging facilities shall be compliant with requirements of National Fire Protection Association (NFPA) 101, Life-Safety Code (http://www.nfpa.org/aboutthecodes/AboutTheCodes.asp?DocNum=101) The Contractor shall provide lodging management services to locate, reserve and provide adequate lodging, as defined in this Performance Work Statement (PWS), for up to 300 students within a 7-mile radius of the VA Law Enforcement Training Center (LETC), 2200 Fort Roots Drive, North Little Rock, AR, 72114.

With the approval of the COR, the radius for lodging may be expanded to 12 miles from the VA-LETC facility.

Daily lodging shall be provided for the duration requested in the roster to include weekends and holidays.

PERFORMANCE DETAILS

Type of contract This is a firm-fixed-price delivery order.

PERFORMANCE PERIOD

The period of performance shall be for a 12-month Base Period and Four 12-month Option Periods.

The following Federal holidays are observed by VA LETC:

The Contractor shall maintain a work schedule that coincides with VA LETC schedule during the performance period.

PLACE OF PERFORMANCE

All Contractor work shall be performed at its facilities. The Government will not provide work space under this agreement. Lodging may be provided at multiple locations with at least one location near the Little Rock National Airport and one location near the VA Law Enforcement Training Center facility.

TRAVEL

The Government will not reimburse any travel expenses incurred by the contractor.

SPECIFIC TASKS

The Contractor shall locate, reserve, and provide lodging, in addition to providing lodging management services as outlined below. The Contractor shall participate in a kick-off meeting within 10 days of award. The kick-off meeting will be conducted via teleconference.

LODGING MANAGEMENT SERVICES:

The Contractor shall locate and reserve rooms for up to 300 students listed on the roster provided by the Government. The Government will pay the contractor one consolidated daily lodging fee to cover the cost of the actual lodging and the lodging management service fee. The Contractor shall pay the lodging facility for the actual lodging. The tentative class schedule is provided at Class Schedule (Attachment 1). VA reserves the right to change the schedule at any time.

A preliminary class roster will be provided to the Contractor 30 days and 14 days prior to the start of each training session. The class roster shall specify names of students, the number of students authorized lodging and the number of nights lodging authorized. The Contractor shall allow for substitutions of named individuals on the arrival date without charge. The Government reserves the right to make changes 24 hours in advance without incurring any penalty or cost for CANCELLATION. If the Government cancels after the 24-hour notification window; then the Government authorizes payment for one night. The Government will only pay for the actual nights that students were in residence at the lodging facilities. Any special needs or accommodations related to handicap accessibility required will be annotated on the roster.

The Government will not be responsible for damages caused by the persons occupying the rooms covered under this contract or expenses incurred by these persons other than those prescribed in the provisions of this contract. The Contractor shall be responsible for notifying the COR if damages occur and are found prior to checkout.

The Government is not responsible for payment for incidentals such as long-distance 98 phone calls, television charges, room service, or laundry services.

The Government will not be responsible for the cost of any extra-nights lodging incurred by the students arriving earlier than the contracted arrival day or departing later than the contracted departure date unless notified and approved by the CO in advance. The Government will not be responsible for additional occupancy charges or fees incurred by the student or guests or family of the students.

The day after check-in, the Contractor shall submit to the COR via email the name(s) of all student(s) who has/have checked into the lodging facilities. This information shall be captured on the Lodging Summary Sheet (Attachment 2). The contractor shall continue to provide updates to the guest’s check-in and out throughout the scheduled time of the class’s arrival and departure, as well as all room assignment changes, etc. The information provided shall include a confirmation of the number of rooms actually being occupied by LETC guests. All rooms reserved but not used due to “No Shows” may be released the day after scheduled check- in.

STUDENT LODGING REQUIREMENTS:

The Contractor shall provide daily lodging for up to 300 students within a 7-mile radius (or 12-mile radius described under paragraph 3.0, if approved) of the VA-LETC facility. One lodging facility shall be used to the greatest extent possible, for all students and is deemed the primary lodging facility. All non-primary lodging facilities must be within the general proximity of the primary facility. Daily lodging shall be provided for the duration requested in the roster to include weekends and holidays. The Contractor shall be capable of providing handicap accessible rooms.

ROOM QUALITY:

All lodging facilities must hold a Little Rock/North Little Rock general business privilege license to conduct business.

Lodging facilities shall be compliant with the requirement of the Hotel and Motel Safety Act of 1990 (Public Law 101-391) and shall be listed on the U.S. Fire Administration Hotel and Motel Master list found at (http://usfa.fema.gov/hotel/search.cfm). Lodging facilities shall be compliant with requirements of National Fire Protection Association (NFPA) 101, Life-Safety Code (http://www.nfpa.org/aboutthecodes/AboutTheCodes.asp?DocNum=101).

AMENITIES:

The Contractor shall ensure all of the following are provided:

VA –LETC Student Offsite Lodging

Single Occupancy Telephone Services for Local Calls Iron & Ironing Board Television W/ Remote Coffee Pot Microwave Refrigerator Daily Housekeeping Service Laundry Facility on Premises Complimentary Internet Access Complimentary Parking Complimentary Hot Breakfast Preferred On Dining Facility Preferred

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CLEANLINESS:

Floors, baseboards, stairways, carpets, corners and wall edges shall be free of dirt, dust and debris. Glass and mirrors shall have no traces of film, dirt, smudges or water. Carpets shall be securely installed to avoid tripping hazards and shall not be torn. Windows shall be free of stain, dust and mold. Ceiling tiles and light fixtures shall be free of stains and mold. Restrooms shall be clean, disinfected, and free of dirt, deposits, streaks and odors. Walls shall be structurally sound and not have holes or tears. There shall be no evidence of roaches, ants or any other pests that my cause an unhealthy environment.

SAFETY AND SECURITY:

Lodging providers shall demonstrate policy and procedure implemented to provide for the physical safety and security of its patrons i.e.; security guards, video surveillance and well lit parking. The Government reserves the right to check the Little Rock/North Little Rock Crime report websites to document the level of crime at the lodging facility throughout the period of performance.

PARKING:

On-site parking must be well-lit, safe and within close proximity of the facility.

GENERAL CONTRACTOR REQUIREMENTS:

Professional Conduct:

All communications, verbal and non-verbal, by contractor personnel with VA-LETC staff and students shall be courteous and professional.

Emergency Assistance:

In the event of any emergency situation involving a VA-LETC student, the Contractor shall contact appropriate parties, including 911, to respond to the emergency. In addition, the COR shall be notified by phone or email as soon as possible.

Regulatory requirements:

The Contractor shall provide the services as stated in the task order requirements. Contractor’s facility shall be in compliance with requirements listed under paragraph 2.0 Applicable Documents.

All contractor staff shall be qualified for the tasks performed under this contract and shall be legally authorized to work in the United States.

Deliverables:

Base Period and all Option Periods

6.0 PERFORMANCE METRICS

6.1 INSPECTION and ACCEPTANCE

The COR shall be responsible for inspecting and accepting services in accordance with the Performance Objectives for the Task Order and Federal Acquisition Regulation clauses 52.2464.

The VA-LETC, utilizing the COR, reserves the right to inspect the lodging facility at any time prior to contract award and during the contract period of performance, to ensure a safe and healthy environment for VA-LETC students.

6.1.1.1 Student Discrepancy Resolution Process:

The Contractor shall develop a student discrepancy resolution process to address issues identified.

6.1.1.1.1 Lodging Survey (Attachment 3):

Performance will be monitored utilizing a Lodging Survey form to address issues with facility cleanliness, staff courtesy, overall quality, rooms provided, security issues, and the quality of services provided. The COR will notify the Contractor of feedback received related to lodging facilities.

Contractor Resolution:

The Contractor shall provide a corrective action plan to the COR within five (5) business days of receipt of notification.

The COR will investigate and validate all student complaints. All complaints will be provided to the Contractor and to the lodging facilities point of contact. If the complaint involves basic necessities: Electricity, plumbing, or any amenities listed above or poses a threat to health and safety, then the person shall be moved to another room without cost to the Government. If the issue cannot be satisfied by moving the person to another room in the lodging facility, the Government may move the person to another lodging facility without any cost occurred to the Government.

The table below defines the Performance Standards and Acceptable Performance Levels for Objectives associated with this effort.

Meets cleanliness needs Staff courtesy Surveys/critiques indicate Satisfactory or higher

Satisfactory or higher

A Lodging Survey will be used in combination with the QASP to assist the Government in determining acceptable performance levels.

GOVERNMENT FURNISHED PROPERTY

Not applicable.

SECTION D - PACKAGING AND MARKING

See attached document: ATTACHMENT_A.

See attached document: ATTACHMENT_B.

See attached document: ATTACHMENT_C.

36C10X20R0019 Section D See attached document: ATTACHMENT_D.

SECTION E - INSPECTION AND ACCEPTANCE

36C10X20R0019 Section E

SECTION F - DELIVERIES OR PERFORMANCE

36C10X20R0019 Section F

SECTION G - CONTRACT ADMINISTRATION DATA

[For this Solicitation, there are NO clauses in this Section] 36C10X20R0019 Section G

SECTION H - SPECIAL CONTRACT REQUIREMENTS

[For this Solicitation, there are NO clauses in this Section]

36C10X20R0019 Section H

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

I.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):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

I.2 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015)

(a) Definitions. As used in this clause— "Agent" means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization.

"Full cooperation"—

(1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors' and investigators' request for documents and access to employees with information;

(2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require—

(i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or

(ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and

(3) Does not restrict a Contractor from—

(i) Conducting an internal investigation; or

(ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

"Principal" means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

"Subcontract" means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

"Subcontractor" means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor.

"United States" means the 50 States, the District of Columbia, and outlying areas.

(b) Code of business ethics and conduct.

(1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall—

(i) Have a written code of business ethics and conduct;

(ii) Make a copy of the code available to each employee engaged in performance of the contract.

(2) The Contractor shall—

(i) Exercise due diligence to prevent and detect criminal conduct; and

(ii) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

(3)(i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed—

(A) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or

(B) A violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor's disclosure as confidential where the information has been marked "confidential" or "proprietary" by the company. To the extent permitted by law and regulation, such information will not be released by the Government to the public pursuant to a Freedom of Information Act request, 5 U.S.C. Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organization's jurisdiction.

(iii) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract.

(c) Business ethics awareness and compliance program and internal control system. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial item as defined at FAR 2.101. The Contractor shall establish the following within 90 days after contract award, unless the Contracting Officer establishes a longer time period:

(1) An ongoing business ethics awareness and compliance program.

(i) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractor's standards and procedures and other aspects of the Contractor's business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual's respective roles and responsibilities.

(ii) The training conducted under this program shall be provided to the Contractor's principals and employees, and as appropriate, the Contractor's agents and subcontractors.

(2) An internal control system.

(i) The Contractor's internal control system shall—

(A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and

(B) Ensure corrective measures are promptly instituted and carried out.

(ii) At a minimum, the Contractor's internal control system shall provide for the following:

(A) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system.

(B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractor's code of business ethics and conduct.

(C) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor's code of business ethics and conduct and the special requirements of Government contracting, including—

(1) Monitoring and auditing to detect criminal conduct;

(2) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if criminal conduct has been detected; and

(3) Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process.

(D) An internal reporting mechanism, such as a hotline, which allows for anonymity or confidentiality, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports.

(E) Disciplinary action for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct.

(F) Timely disclosure, in writing, to the agency OIG, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of any Government contract performed by the Contractor or a subcontractor thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(1) If a violation relates to more than one Government contract, the Contractor may make the disclosure to the agency OIG and Contracting Officer responsible for the largest dollar value contract impacted by the violation.

(2) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract, and the respective agencies' contracting officers.

(3) The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract.

(4) The Government will safeguard such disclosures in accordance with paragraph (b)(3)(ii) of this clause.

(G) Full cooperation with any Government agencies responsible for audits, investigations, or corrective actions.

(d) Subcontracts.

(1) The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that have a value in excess of $5.5 million and a performance period of more than 120 days.

(2) In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(End of Clause)

I.3 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS (JAN 2017)

(a) Definitions. As used in this clause— Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

Subcontract means any contract as defined in subpart 2.1 entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders.

Subcontractor means any supplier, distributor, vendor, or firm (including a consultant) that furnishes supplies or services to or for a prime contractor or another subcontractor.

(b) The Contractor shall not require its employees or subcontractors to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

(c) The Contractor shall notify current employees and subcontractors that prohibitions and restrictions of any preexisting internal confidentiality agreements or statements covered by this clause, to the extent that such prohibitions and restrictions are inconsistent with the prohibitions of this clause, are no longer in effect.

(d) The prohibition in paragraph (b) of this clause does not contravene requirements applicable to Standard Form 312 (Classified Information Nondisclosure Agreement), Form 4414 (Sensitive Compartmented Information Nondisclosure Agreement), or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(e) In accordance with 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) use of funds appropriated (or otherwise made available) is prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

(f) The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts under such contracts.

(End of Clause) I.4 52.211-11 LIQUIDATED DAMAGES—SUPPLIES, SERVICES, OR RESEARCH AND DEVELOPMENT (SEPT 2000)

(a) If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of per calendar day of delay.

(b) If the Government terminates this contract in whole or in part under the Default—Fixed-Price Supply and Service clause, the Contractor is liable for liquidated damages accruing until the Government reasonably obtains delivery or performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Default—Fixed-Price Supply and Service clause in this contract.

(End of Clause)

I.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

I.6 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013)

(a) Except as stated in paragraph (b) 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:

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

(2) 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.

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

(b) Paragraph (a) 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.

(End of Clause)

I.7 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

I.8 52.203-14 DISPLAY OF HOTLINE POSTER(S) (OCT 2015)

(a) Definition.

"United States," as used in this clause, means the 50 States, the District of Columbia, and outlying areas.

(b) Display of fraud hotline poster(s). Except as provided in paragraph (c)—

(1) During contract performance in the United States, the Contractor shall prominently display in common work areas within business segments performing work under this contract and at contract work sites—

(i) Any agency fraud hotline poster or Department of Homeland Security (DHS) fraud hotline poster identified in paragraph (b)(3) of this clause; and

(ii) Any DHS fraud hotline poster subsequently identified by the Contracting Officer.

(2) Additionally, if the Contractor maintains a company website as a method of providing information to employees, the Contractor shall display an electronic version of the poster(s) at the website.

(3) Any required posters may be obtained as follows:

(c) If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism, such as a hotline poster, then the Contractor need not display any agency fraud hotline posters as required in paragraph (b) of this clause, other than any required DHS posters.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts that exceed $5,500,000, except when the subcontract—

(1) Is for the acquisition of a commercial item; or

(2) Is performed entirely outside the United States.

(End of Clause) I.9 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014) 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) I.10 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES (JUL 2018)

(a) Definitions. As used in this clause—Covered article means any hardware, software, or service that—

(1) Is developed or provided by a covered entity;

(2) Includes any hardware, software, or service developed or provided in whole or in part by a covered entity; or

(3) Contains components using any hardware or software developed in whole or in part by a covered entity.

Covered entity means—

(1) Kaspersky Lab;

(2) Any successor entity to Kaspersky Lab;

(3) Any entity that controls, is controlled by, or is under common control with Kaspersky Lab; or

(4) Any entity of which Kaspersky Lab has a majority ownership.

(b) Prohibition. Section 1634 of Division A of the National Defense Authorization Act for Fiscal Year 2018 (Pub. L. 115–91) prohibits Government use of any covered article. The Contractor is prohibited from—

(1) Providing any covered article that the Government will use on or after October 1, 2018; and

(2) Using any covered article on or after October 1, 2018, in the development of data or deliverables first produced in the performance of the contract.

(c) Reporting requirement. (1) In the event the Contractor identifies a covered article provided to the Government during contract performance, or the Contractor is notified of such by a subcontractor at any tier or any other source, the Contractor shall report, in writing, to the Contracting Officer or, in the case of the Department of Defense, to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

(2) The Contractor shall report the following information pursuant to paragraph (c)(1) of this clause:

(i) Within 1 business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; brand; model number (Original Equipment Manufacturer (OEM) number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the report pursuant to paragraph (c)(1) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of a covered article, any reasons that led to the use or submission of the covered article, and any additional efforts that will be incorporated to prevent future use or submission of covered articles.

(d) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts, including subcontracts for the acquisition of commercial items.

(End of Clause) I.11 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the System for Award Management via https://www.sam.gov.

(b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L.