36C10X25Q0040.docx

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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 WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C10X25Q0040

Jaime Bennett Jaime.Bennett@va.gov 202-607-9452 01-17-2025

1:00 PM EST

36C10X Strategic Acquisition Center - Frederick Department of Veterans Affairs

5202 Presidents Court, Suite 103 Frederick MD 21703

X

711320 $22 Million

N/A

See B.2 PWS

36C10X Strategic Acquisition Center - Frederick Department of Veterans Affairs

5202 Presidents Court, Suite 103 Frederick MD 21703

TBD

VAFSC

U.S. Department of Veterans Affairs Financial Services Center

PO BOX 149971

(see Section B.1 invoicing/payment) Austin TX 78714-8917 1-(877)-489-6135

See CONTINUATION Page Department of Veterans Affairs (VA) National Veterans Golden Age Games (NVGAG) Pickleball competition

RFQ Questions are due by 10:00 A.M. ET, January 6, 2025, to Jaime.Bennett@va.gov

Quotes Due: See block 8 above.

See CONTINUATION Page

Jaime Bennett Contracting Officer

Table of Contents

SECTION B

B.1 CONTRACT ADMINISTRATION DATA

1. CONTRACT ADMINISTRATION: All contract administration matters will be handled by the individuals identified in the Contract Point of Contact List (provided with the final award).

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with 52.232-33, Payment by Electronic Funds Transfer—System for Award Management.

3. INVOICES: Invoices shall be submitted in arrears based upon delivery and acceptance; review and approval of the hours completed by the COR. In accordance with FAR 52.212-4 (g) only proper invoices that contain documentation of services performed will be accepted.

4. CHANGES: Any changes to this PWS and associated tasks shall only be authorized and approved through written correspondence from the Contracting Officer (CO). A copy of each change will be kept in the contract folder along with all other products of the project. Costs incurred by the Contractor through the actions of parties other than the CO shall be borne by the Contractor.

5. 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.

6. FSC MANDATORY ELECTRONIC INVOICE SUBMISSION: Contractors are required to submit payment requests in electronic form in accordance with the submission instructions below.

TUNGSTEN ELECTRONIC INVOICE SUBMISSION

FSC e-INVOICE PROGRAM THRU AUSTIN PORTAL

FSC MANDATORY ELECTRONIC INVOICE SUBMISSION FOR AUSTIN PAYMENTS

***All invoices submitted through OB10 to the VA-FSC should mirror vendor’s current submission of Invoice, with the following items required:

· Contract/Task Order Number:

· Contractor’s Taxpayer ID Number (TIN)

· Contractor’s “Remit Address” information

· Contractor’s contact information: (Personal Name, Email, and Phone)

· Contractor’s VA point of contact information: (Personal Name, Email, and Phone)

· Period of Performance dates (Beginning and Ending)

· All discount information if applicable (Percent and Date Terms)

All invoices need to also be submitted using the same line item format in the contract or order.

Vendor Electronic Invoice Submission Methods:

Fax, email and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted data transmissions below.

· VA’s Electronic Invoice Presentment and Payment System – The Financial Services Center (FSC) in Austin, TX uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

· A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI Web site is http://www.x12.org.

Vendor e-invoice Set-up information:

Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center in Austin, TX for payment processing. If you have questions about the payment status of a properly submitted invoice, the e-invoicing program, or Tungsten, please contact the FSC at the phone number or email address listed below.

· Tungsten/OB10 system registration please call 877-752-0900, Option #2

· Tungsten Support call 877-489-6135

· Tungsten e-Invoice email: VA.Registration@tungsten-network.com

· VA TUNGSTEN Number: AAA544240062

· FSC e-Invoice contact information: 1-877-353-9791

· FSC e-Invoice email: vafsccshd@va.gov

· http://www.fsc.va.gov/einvoice.asp

COMMUNICATIONS:

· https://www.federalregister.gov/articles/2012/11/27/2012-28612/va-acquisition-regulation-electronic-submission-of-payment-requests

· http://fcw.com/articles/2012/11/27/va-epayments.aspx?s=fcwdaily

B.2 PERFORMANCE WORK STATEMENT

1.0 BACKGROUND

The National Veterans Golden Age Games (NVGAG) is a national rehabilitation multi-event sports and recreational seniors’ competition program designed to improve the quality of life for all older Veterans, including those with a wide range of abilities and disabilities. The NVGAG is one of the most progressive and adaptive rehabilitative senior sports programs in the world. The Games serve as a qualifying event for competition in the National Senior Games in several competitive events.

2.0 SCOPE

The Contractor shall provide overall onsite tournament event management and labor for the 2025 NVGAG Pickleball competition, part of the 39th National Veterans Golden Age Games in Memphis, Tennessee June 2-5, 2025, from 6am – 8pm daily (times include setup and breakdown). This support includes a pickleball tournament format for up to 400 Veterans in attendance. Pickleball tournament competitions will include male doubles, female doubles and mixed doubles. Athletes will compete based on age and skill divisions. There will be eight age groups (55-59,60-64,65-69,70-74,75-79,80-84,85-89,90+) that will be divided into divisions in each competition. Divisions for each age group will be determined after registration closes.

The tournament format will be double elimination play, best two (2) out of three (3) games to 11, win by 2. Tournament format is subject to change based on the number of registration entries.

The NVGAG will provide the below support, equipment, and supplies:

· Event location and space to facilitate the tournament.

· 2 – 3 Golden Age Games Staff to assist with tournament process

· Athlete Check-in support

· Medical Support

· Volunteer Support (referees, line judges, scorekeepers)

· Pickleballs

· 10-12 Complete Pickleball Net Sets

· Pickleball Paddles

· Office supplies (paper, pencil, pen, score cards, clipboards, etc.)

· PA system

· Display monitors for bracketing.

· Tables and chairs for Event Director table, athlete and spectator sitting.

· Tournament and Wayfinding Signage

3.0 PLACE OF PERFORMANCE

· Memphis, Tennessee. Specific location of the tournament is yet to be determined.

· 2025 Event Schedule – Final version will be provided to Contractor within one

(1) month of the actual event move-in date of May 28, 2025.

The Contractor’s on-site personnel will be required to wear proper identification always while working at the designated location. Contractor shall be required to comply with all security and personnel identification processes required by the Client.

4.0 PERIOD OF PERFORMANCE

Base Year: February 10, 2025 – June 10, 2025

5.0 TASKS

The Contractor shall perform the mandatory tasks and provide the specific deliverables described below within the performance period stated in this Performance Work Statement (PWS). If, for any reason, any deliverable cannot be delivered on time according to the below schedule, the Contractor shall provide a written explanation to the Contracting Officer’s Representative (COR) thirty days prior to deliverable due date. This written transmittal shall include a firm commitment of when the work shall be completed. This transmittal to the COR shall cite the reasons for the delay and the impact on the overall project.

The Contractor shall not commit or permit any act that interferes with the performance of work awarded to another Contractor or with the performance of Government employees. In any case where, while fulfilling the contract requirements, the Contractor disturbs any work guaranteed under another separate contract, the Contractor must restore such disturbed work.

All competitions should follow the draft attached NVGAG Event Schedule. Contractor must be flexible with event start times to allow for minor changes as communicated by the COR or appointment official (NVGAG National Official).

Task 5.1: Provide Tournament Director and Assistant – The Contractor must provide the necessary staff to facilitate the pickleball competitions as outlined in the 2025 NVGAG Event Schedule. Contractor will estimate travel costs and labor associated with the tournament's implementation over the four days, including any necessary pre-event preparations that should occur at least prior to the event.

Director and Assistant requirements:

1. Ensure that medical is available before competition starts.

Deliverable 5.1:

Table 1, Mandatory Deliverable Table

Due Date

competitions.

Task 5.2: Bracketing software - Contractor is responsible for selecting the appropriate bracketing software to implement the pickleball tournament competitions. Contractor is responsible in provided own equipment (i.e. laptops, battery chargers, additional screens etc.) to run the bracketing software. Contractor is to review selected bracketing software with Client prior to deployment. The Contractor is expected to assess the registrant numbers within each age group, consider player ratings, and create skill divisions that foster competitive brackets.

Please see examples below.

· Division I – 4.0+

· Division II – 3.5

· Division III – 3.0

· Division IV – 2.5 and below

Examples: (based on the number of registrants in an age group): Men’s Singles 55-59 may only be 2 skill divisions: Division 1 for players rated 4.0 and 3.5 and Division 2 for those rated 3.0 and below. On the other hand, the Men's Singles 70-74 age group, with more registrants, might require three divisions: Division 1 for 4.0 and 3.5 players, Division 2 for 3.0 players, and Division 3 for those rated 2.5 and under.

Due Date

Task 5.3: Double partner pairings – Contractor will review partner pairings provided by the Client four-six weeks prior to the start of the first scheduled competition. Contractor will begin assigning skill divisions for bracketing.

Contractor is expected to be flexible prior to and during competition days to move pairings around as able due to withdrawals and no-shows.

Due Date

Task 5.4: Virtual presentation – Contractor will provide a virtual presentation to all registered pickleball athletes and coaches of the new tournament format four to six weeks prior to the start of the competition. Contractor will also provide a sharable one-page format factsheet. Client will assist with the setup of this presentation.

Due Date

Task 5.5: Competencies and Preparedness – Contractor will have at minimum, two virtual meetings with the COR, NVGAG Officials and host city’s Medical Center’s local competition manager(s) to discuss tournament format. Contractor may be asked to participate in trainings geared towards understanding the Veteran participants. Prior and during the event Contractor will review provided NVGAG emergency operation plans and join specified NVGAG communication applications to stay informed of event information.

Due Date

Task 5.6: Competition Supplies – Contractor will provide wrist bands for double pairings as an identifier of their assigned skill divisions. There will be a provided poster that signifies the meaning of the different color wristbands.

Due Date

Task 5.7: Competition Results – After each competition, Contractor should validate the results for accuracy prior to medals being distributed. There should be a document shown of the validation. After validation, Contractor should sign and then communicate with assigned NVGAG officials to begin medal presentation. The results along with signed validation should be scanned/saved as a pdf after each competition and uploaded to provided link. Contractor should also document the number of athletes competing in each competition and how length of time it takes to complete each competition. This should be uploaded with the results validation.

Due Date

6.0 Type of Contract: The Government anticipates award of a Firm Fixed-Price contract.

7.0 General Requirements:

a. The Contractor agrees to procure and maintain insurance, while the contract is in effect, Workers Compensation and Employee’s Public Liability Insurance in accordance with Federal and State of Tennessee laws.

b. The Government shall be held harmless against any or all loss, cost, damage, claim expense or liability whatsoever, because of accident or injury to persons or property of others occurring in the performance of this contract.

c. The Contractor shall be responsible for all damage to property, which may be done by him, or any employee engaged in the performance of this contract.

d. The COR shall require the Contractor to furnish certification from his/her insurance company indicating that the coverage specified by FAR 52.228-5 and per FAR Subpart 28.307-2 has been obtained and that it may not be changed or canceled without guaranteed thirty (30) days’ notice to the Contracting Officer.

e. Every task mentioned above, and their associated sub-tasks, shall be reflected in the technical proposal and detailed work plan submitted to the Government.

f. All written deliverables shall be phrased in layperson language. Statistical and other technical terminology shall not be used without providing a glossary of terms.

8.0 Quality Control:

The Contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with this PWS. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The Contractor’s quality control program is the means that the work complies with the requirement of the contract.

The Department of Veterans Affairs (VA)/COR may conduct random inspections of the bracketing software system by Contractor to ensure compliance with the VA requirements listed in this PWS.

9.0 Formal Acceptance or Rejection of Deliverables:

The Government will review within thirty days each deliverable and provide feedback/comments. The contractor shall have thirty business days to incorporate feedback/comments, make appropriate revisions, and return to the Government. The COR will review and determine final acceptance by the Government. The COR will notify the contractor of final acceptance within five business days.

10.0 Changes to the PWS:

Any changes to this PWS shall be authorized and approved only through written correspondence from the Contracting Officer. A copy of each change will be kept in a project folder along with all other products of the project. Costs incurred by the Contractor through the actions of parties other than the Contracting Officer shall be borne by the contractor.

11.0 Contracted Personnel Requirements:

a) The Contractor shall provide at minimum one (1) experienced Pickleball Tournament Director and one (1) Assistant to facilitate and oversee the tournament during the entire Event. The name of these persons will be designated in writing within five calendar days after award contract. The Tournament Director and Assistant will be on-site at the designated location during event hours.

b) The Contractor shall not employ persons for work on this contract if such employee is identified to the contractor as a potential threat to the health, safety, security, general wellbeing or operational mission of the installation and its population.

c) Contractor personnel shall present a neat appearance and be easily recognized as contractor employees. This may be accomplished by wearing distinctive clothing bearing the name of the company.

d) Contractor personnel shall smoke only in designated areas.

e) Contractor personnel shall complete employee competency-based training.

f) Communicate consistently with assigned Golden Age Games officials throughout event, in reference to protests, bracketing issues, delays etc.…

g) Contractor’s personnel must arrive promptly to event location to setup at least two hours prior to event start time.

h) The Contractor should always ensure safety of the athletes before and during competition (i.e. evaluating slick floors, removal of debris and/or particles on the court, cleaning water spills).

i) Contractor should ensure provided wayfinding signage flows with the event setup and process.

j) Review tournament format with all participants onsite daily before the start of competitions.

k) Ensure all equipment is accounted for and packed up at the conclusion of the competitions each day.

l) Provide clear and consistent communication with athletes, staff, and volunteers.

m) Ensure that medical is available before competition starts.

12.0 Security Requirements:

The contractor, their personnel, and their subcontractors shall be subject to the Federal laws, regulations, standards, and VA Directives and Handbooks regarding information and information system security as delineated in this contract.

ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

a. A contractor/subcontractor shall request logical (technical) or physical access to VA information and VA information systems for their employees, subcontractors, and affiliates only to the extent necessary to perform the services specified in the contract, agreement, or task order.

b. All contractors, subcontractors, and third-party servicers and associates working with VA information are subject to the same investigative requirements as those of VA appointees or employees who have access to the same types of information. The level and process of background security investigations for contractors must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program. The Office for Operations, Security, and Preparedness is responsible for these policies and procedures.

VA INFORMATION CUSTODIAL LANGUAGE

a. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1).

b. VA information should not be co-mingled, if possible, with any other data on the contractors/subcontractor’s information systems or media storage systems in order to ensure VA requirements related to data protection and media sanitization can be met. If co-mingling must be allowed to meet the requirements of the business need, the contractor must ensure that VA’s information is returned to the VA or destroyed in accordance with VA’s sanitization requirements. VA reserves the right to conduct on site inspections of contractor and subcontractor IT resources to ensure data security controls, separation of data and job duties, and destruction/media sanitization procedures are in compliance with VA directive requirements.

c. Prior to termination or completion of this contract, contractor/subcontractor must not destroy information received from VA, or gathered/created by the contractor in the course of performing this contract without prior written approval by the VA. Any data destruction done on behalf of VA by a contractor/subcontractor must be done in accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management and its Handbook 6300.1 Records Management Procedures, applicable VA Records Control Schedules, and VA Handbook 6500.1, Electronic Media Sanitization. Self-certification by the contractor that the data destruction requirements above have been met must be sent to the VA Contracting Officer within 30 days of termination of the contract.

d. The contractor/subcontractor must receive, gather, store, back up, maintain, use, disclose and dispose of VA information only in compliance with the terms of the contract and applicable Federal and VA information confidentiality and security laws, regulations and policies. If Federal or VA information confidentiality and security laws, regulations and policies become applicable to the VA information or information systems after execution of the contract, or if NIST issues or updates applicable FIPS or Special Publications (SP) after execution of this contract, the parties agree to negotiate in good faith to implement the information confidentiality and security laws, regulations and 3 VA Handbook 6500.6, Contract Security APPENDIX C policies in this contract.

e. The contractor/subcontractor shall not make copies of VA information except as authorized and necessary to perform the terms of the agreement or to preserve electronic information stored on contractor/subcontractor electronic storage media for restoration in case any electronic equipment or data used by the contractor/subcontractor needs to be restored to an operating state. If copies are made for restoration purposes, after the restoration is complete, the copies must be appropriately destroyed.

f. If VA determines that the contractor has violated any of the information confidentiality, privacy, and security provisions of the contract, it shall be sufficient grounds for VA to withhold payment to the contractor or third party or terminate the contract for default or terminate for cause under Federal Acquisition Regulation (FAR) part 12.

g. If a VHA contract is terminated for cause, the associated BAA must also be terminated and appropriate actions taken in accordance with VHA Handbook 1600.01, Business Associate Agreements. Absent an agreement to use or disclose protected health information, there is no business associate relationship.

h. The contractor/subcontractor must store, transport, or transmit VA sensitive information in an encrypted form, using VA-approved encryption tools that are, at a minimum, FIPS 140-2 validated.

i. The contractor/subcontractor’s firewall and Web services security controls, if applicable, shall meet or exceed VA’s minimum requirements. VA Configuration Guidelines are available upon request.

j. Except for uses and disclosures of VA information authorized by this contract for performance of the contract, the contractor/subcontractor may use and disclose VA information only in two other situations: (i) in response to a qualifying order of a court of competent jurisdiction, or (ii) with VA’s prior written approval. The contractor/subcontractor must refer all requests for, demands for production of, or inquiries about, VA information and information systems to the VA contracting officer for response.

k. Notwithstanding the provision above, the contractor/subcontractor shall not release VA records protected by Title 38 U.S.C. 5705, confidentiality of medical quality assurance records and/or Title 38 U.S.C. 7332, confidentiality of certain health records pertaining to drug addiction, sickle cell anemia, alcoholism or alcohol abuse, or infection with human immunodeficiency virus. If the contractor/subcontractor is in receipt of a court order or other requests for the above-mentioned information, that contractor/subcontractor shall immediately refer such court orders or other requests to the VA contracting officer for response. VA Handbook 6500.6, Contract Security APPENDIX C 12

l. For service that involves the storage, generating, transmitting, or exchanging of VA sensitive information but does not require C&A or an MOU-ISA for system interconnection, the contractor/subcontractor must complete a Contractor Security Control Assessment (CSCA) on a yearly basis and provide it to the COTR.

TRAINING

a. All contractor employees and subcontractor employees requiring access to VA information and VA information systems shall complete the following before being granted access to VA information and its systems:

1. Sign and acknowledge (either manually or electronically) understanding of and responsibilities for compliance with the Contractor Rules of Behavior, Appendix E relating to access to VA information and information systems;

2. Successfully complete the VA Cyber Security Awareness and Rules of Behavior training and annually complete required security training;

3. Successfully complete the appropriate VA privacy training and annually complete required privacy training; and

4. Successfully complete any additional cyber security or privacy training, as required for VA personnel with equivalent information system access [to be defined by the VA program official and provided to the contracting officer for inclusion in the solicitation document – e.g., any role-based information security training required in accordance with NIST Special Publication 800-16, Information Technology Security Training Requirements.]

b. The contractor shall provide to the contracting officer and/or the COTR a copy of the training certificates and certification of signing the Contractor Rules of Behavior for each applicable employee within 1 week of the initiation of the contract and annually thereafter, as required.

c. Failure to complete the mandatory annual training and sign the Rules of Behavior annually, within the timeframe required, is grounds for suspension or termination of all physical or electronic access privileges and removal from work on the contract until such time as the training and documents are complete.

GENERAL INFORMATION

· INSURANCE: The government’s liability is governed by the Federal Tort Claims Act. Therefore, no proof of insurance is required.

B.3 PRICE/COST SCHEDULE

Attachment A: Pricing Sheet Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023) ALTERNATE I (NOV 2021)

(a) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.] (5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may—

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to—

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(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.

(1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause—

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are—

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) Materials means—

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(E) Indirect costs specifically provided for in this clause.

(iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(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) Payments.

(1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the—

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor—

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall—

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause:

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price:

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract.