36C24522Q0570.docx

36C24522Q0570

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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

36C24522Q0570 05-09-2022 Evelyn Walker 304-429-6741 05-13-2022 13:00

EDT

Department of Veterans Affairs Network Contracting Office 5 (NCO 5) 90C 1540 Spring Valley Dr.

Huntington

WV

25704 X X 611699 $12 Million N/A X Suicide Prevention Grant Program C/O Robert Thompson Pittsburgh VA Medical Center 1010 Delafield Rd Pittsburgh

PA

15215

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp Invoice Setup Information 1-877-489-6135

See CONTINUATION Page See CONTINUATION Page X X 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 36C245 Evelyn Walker, CO Department of Veterans Affairs Network Contracting Office 5 (NCO 5) 90C

1540 Spring Valley Dr.

Huntington WV 25704

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:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Preparation of and delivery of training materials Contract Period: Base POP Begin:

POP End:

Administrative Support

Project Management

Individual Grantee Support

Travel

Preparation of and delivery of training materials Contract Period: Option 1

Administrative Support

Project Management

Individual Grantee Support

Travel

Preparation of and delivery of training materials Contract Period: Option 2

Administrative Support

Project Management

Individual Grantee Support

Travel

PERFORMANCE WORK STATEMENT (PWS)

1. Introduction On October 17, 2020, the Commander John Scott Hannon Veterans Mental Health Care Improvement Act of 2019, Public Law (Pub. L.) 116-171 (the Act), was enacted in law. Section 201 of the Act, codified as a note to section 1720F of title 38, United States Code (U.S.C.), mandated VA establish the Staff Sergeant Parker Gordon Fox Suicide Prevention Grant Program (SSG Fox SPGP) to reduce Veteran suicide through the provision of community-based grants (suicide prevention services grants) to certain eligible entities to provide or coordinate the provision of suicide prevention services to eligible individuals and their families. Section 201 of the Act specified which entities are eligible for grants and those individuals eligible to receive suicide prevention services, defined the suicide prevention services that may be provided, described grant application requirements, and explained instances in which eligible entities must refer individuals to VA for additional care, among other requirements. Given recent VA Suicide Annual Report (2021) https://www.mentalhealth.va.gov/docs/data-sheets/2021/2021-National-Veteran-Suicide-Prevention-Annual-Report-FINAL-9-8-21.pdf data that reflects the majority of Veterans who die by suicide are not connected to VHA care, the efforts of community providers in reaching and connecting Veterans back to VA are critical.

The SSG Fox SPGP is required to provide technical assistance related to completing applications, administration of grant program, activities related to the planning, development, and provision of suicide prevention services to participants. VA's goals and objectives for SSG Fox SPGP include the provision of suicide prevention services designed to improving the mental health status and well-being and reducing the suicide risk of eligible individuals and their families. Utilizing a public health approach to addressing suicide risk the grantees will support Veterans and their families on their path to achieving wellness and stability while increasing protective factors. Grantees may provide the following suicide prevention services to program participants: Outreach to identify those at risk of suicide; baseline mental health screening to eligible individuals; Education of communities, Veterans and families on suicide risk and prevention, how to identify those at risk of suicide, how and when to make referrals for care, and the types of suicide prevention resources available within the area. Provision of clinical services for emergency treatment; Case management services; Peer support services; VA benefits assistance for eligible individuals and their families; Assistance with obtaining and coordinating other benefits provided by the federal government, a state or local government, or an eligible entity; Assistance with emergent needs relating to health care services, daily living services, personal financial planning and counseling, transportation services, temporary income support services, fiduciary and representative payee services, legal services to assist the eligible individual with issues that may contribute to the risk of suicide, and child care. In addition, grantees may provide nontraditional and innovative approaches and treatment practices, as determined appropriate by VA.

2. Scope The contractor selected will provide technical assistance, as necessary, to applicants and grant recipients (grantees) using organizational expertise and experience with suicide prevention interventions. In addition to other forms of technical assistance, in conjunction with the Department of Veterans Affairs (VA), the contractor will develop a program guide to be used by applicants, grantees, VA staff members, and other interested third parties to assist with understanding and implementing SSG Fox SPGP. Such technical assistance will be realized through contracts with appropriate public or non-profit private entities who possesses expertise in supporting organizations that serve Veterans and their families.

3. Performance Details

3.1 Period of Performance

The period of performance (PoP) shall be for one (1) base year and two (2) optional years after date of award.

3.2 Place of Performance

Tasks under this PWS shall be performed at the Contractor’s facility. The Contractor shall identify the Contractor’s place of performance in their Task Execution Plan submission. The contractor facility should have all necessary office equipment, supplies to include hardware and software in order to complete the tasks.

3.3 Government Furnished Equipment

Independently, and not as an agent of the Government, the Contractor shall furnish the necessary personnel, labor, equipment, software, services, materials, and supplies, except as otherwise noted specifically herein to perform the work set forth below.

3.4 Type of Contract

Fixed Firm Price

3.6 Travel

The Government encourages the contractor to maximize its use of teleconferencing and video conferencing for meetings.

The Government anticipates travel under this effort to perform the tasks associated with the effort, as well as to attend program-related meetings or conferences throughout the PoP. Travel shall be in accordance with the Federal Travel Regulations and requires advanced concurrence by the CO and COR.

Due to COVID-19, all travel, even if agreed to in the task order award, will require advance concurrence by the COR on the specific: staff travelling, dates of travel, departure/destination locations, and estimated cost per traveler.

4. Requirements, Tasks, and Associated Deliverables The contractor shall assist grantees and VHA program staff with program planning and implementation activities. The technical assistance provided shall be designed to increase grantee ability to establish and operate successful suicide prevention grant programs. General and Specific tasks are as follows:

The contractor shall account for project funding necessary to meet all requirements specified in this Section, including but not limited to activities supporting IT security and privacy, Section 508 compliance, and web content development, management, and migration.

4.1 Performance Plan

The contractor shall:

· Within two (2) weeks of the start of the contract start date, have a virtual kick-off meeting with the Contracting Officer’s Representative (COR), Alternate COR, task leads, and other relevant federal staff to review the PWS, including the purpose, goals, objectives, tasks, protocols, activities, deliverables, schedule of project meetings, and timelines. The meetings shall take place virtually on a platform provided by the contractor.

· In all years, within two (2) weeks of the virtual kick-off meeting, present a Draft Plan of Performance to the COR, Alternate COR, and task leads for feedback.

· In all years, within three (3) weeks of receiving feedback on the draft, deliver a revised Draft Plan of Performance for the upcoming year. The COR/Alternate COR will either approve the revised draft or ask for further revision.

· Submit the Final Plan of Performance one (1) week after COR/Alternate COR approve or ask for further revision. The Final Plan of Performance shall serve as the guide for work requirements to be performed.

· Update the final Plan of Performance as necessary and with the approval of the COR/Alternate COR. Detail any variances from the plan, reason for such variances and methods used or proposed to make mid-course corrections.

· Coordinate with and appropriately staff all calls identified by COR with other internal VHA contracting departments as required and identified in proposal to include but not limited to: Communications, IT Security, Employee Education Service, related to clearance and approval of deliverables outlined below.

· Collaborate with COR and SSG Fox SPGP Leadership during no less than bi-weekly conference calls to discuss progress on deliverables and obtain direction on development of materials. Calls will be held via Microsoft TEAMS and call-in information will be provided by VA to contractor.

Deliverables:

· Planned timeline and Draft Performance Document

· Final Performance Plan Document

· Bi-weekly calls with VA staff

· Agenda and supporting call materials

· Attendance and record of minutes from calls

4.2 Development of Training Curriculum

Training, based on contractor knowledge of Suicide Prevention interventions, shall include multi-media videos and written materials that are suitable to orient grantee staff to SSG Fox SPGP program objectives, practices, and requirements. The contractor shall work with VA/COR to develop a list of training topics that are recorded for future access. The approved curriculum shall be used as a basis to provide training to new grantees. Training topics shall include, but not be limited to, best practices associated with the following:

Deliverables:

· Development of training curriculum (including video presentations and written materials).

· Executive PowerPoint presentations and other materials required for training.

4.3 Post Award Conference

The contractor shall be responsible for the planning and coordination, with EES, for a virtual training conference of up to three days. The training sessions in the post award conference will utilize the materials prepared under 4.2.

The Contractor shall be responsible for planning and coordinating all activities associated with training. This includes, but is not limited to, working with VA in identifying and providing all technology needs for a virtual conference, appropriate dates/times, inviting grantees, registration of attendees and coordinating all logistics in preparation for the training and the virtual environment in which it takes place.

The contractor shall also plan to record selected elements of each of the trainings, including meeting the revised 508 compliance standard of the Rehabilitation Act of 1973, so that they can be posted to VA’s website.

Contractor will provide a comprehensive meeting summary for the virtual conference that details components such as attendance, contributors, theme of event and general lessons learned as well as evaluation feedback within three (3) weeks post event to the COR in draft form and no more than six (6) weeks for final copy upon receiving COR feedback/edits.

Deliverables:

· Plan, coordinate, and host) a virtual national post-award conference. (Attendance for conference may reach 700.)

· Agenda, presentation materials, subject matter expert presenters (in conjunction with VA staff SMEs) and list of grantees in attendance at the virtual post award conference.

· Written summaries of the presented content, questions asked by grantees, and provided responses.

4.4 Grantee Technical Assistance

The contractor shall provide technical assistance to all grantees. This assistance must include the following offerings all of which will include creation of agenda, presentation materials, recording of event (when applicable) and summary of activities included in the monthly report:

A. Four (4) Onsite training sessions for grantees and federal staff, to provide technical assistance with a regional or demographic based focus, up to 150 participants, excluding federal staff B. Twelve (12) Monthly National Webinars- with up to 700 participants, to provide national guidance on program implementation C. Six (6) Bi-Monthly Community of Practice Calls- at one (1) hour each call. Calls will be offered to all grantees up to three (3) members per grant team may attend and approx. max capacity would be 300 for these calls D. Thirty (30) TA Topic Focused Training Calls up to one (1) hour each that provide specialized access to consultation or subject matter expertise as requested by grantees. These events can be offered 1:1 or to a small subset of grantees who share a need for TA on a given topic. Contractor has flexibility in utilizing both consultants and staff, as well as phone, e-mail, or webinars.

Technical Assistance Topics provided by Contractor may include, but are not limited to:

vi. Coordination of services with VA and state/local Suicide prevention initiatives

Deliverables:

· Plan, coordinate, and host 4 on-site training sessions and provide agenda, presentation materials, subject matter expert presenters (in conjunction with VA staff SMEs) and list of grantees in attendance at the training session.

· Plan, coordinate, and host 6 bi-monthly community of practice calls and provide agenda, presentation materials, subject matter expert presenters (in conjunction with VA staff SMEs) and list of grantees in attendance at the training session.

· Plan, coordinate, and host 12 monthly National webinars and provide agenda, presentation materials, subject matter expert presenters (in conjunction with VA staff SMEs) and list of grantees in attendance at the training session.

· Plan, coordinate, and host up to 30 TA topic focused training calls and provide monthly log that details all assistance provided to individual grantees and the content shared at each focused training call.

· A catalogue of web-based training resources

4.5 Program Guide, Development, and Updates

The purpose of this Program Guide is to provide an overview of the SSG Fox SPGP. It shall describe the oversight, auditing, and program review process, and how it is to be used by applicants of the SSG Fox SPGP Program, grantees, Department of Veterans Affairs (VA) staff members, and other interested third parties involved in the SSG Fox SPGP Program. The guidelines provided in the Program Guide shall be consistent with SSG Fox SPGP Program regulations (38 CFR Part 78), information on the VA SSG Fox SPGP webpage.

The Program Guide provides the following information:

i. SSG Fox SPGP Program Overview.

ii. Suicide Prevention grant renewal process.

iii. Technical assistance.

iv. Suicide Prevention services.

v. Program operations.

vi. Fiscal administration.

vii. Evaluation and monitoring.

viii. Reporting requirements; and

ix. SSG Fox SPGP Program resources.

Deliverables:

· Develop program guide to reflect current operations, policies, procedures, and desired practices.

4.6 Transition Plan and Turnover at End of Contract

The Contractor shall, at least eight (8) weeks prior to the end date of the contract, develop and submit to the COR and Alternate COR for review a plan to assure an orderly transition at contract expiration in the event that there is a follow-on contract, and the Contractor is replaced.

A transition period shall not exceed one (1) month and shall be conducted in such a manner as not to disrupt the activities of the project sites and to continue full service to all customers, external and internal of this contract.

The transition plan shall include documentation of the commitments made by the Contractor to ensure the government and follow-up Contractor have all the material and access to resident expertise within the current Contractor’s organization to refine and/or continue additional implementation of the contract initiatives funded by VA or other initiatives funded by VA that derive from the project.

The transition plan shall be included in the contract Plan of Performance.

At the COR or Alternate COR’s discretion, participate in five (5) or more meetings with the new Contractor to implement a smooth transition and to receive detailed information on the operation of this contract.

In the final year of the contract, deliver to the COR/Alternate COR all stored publications and materials; all equipment (Government furnished property and Contractor-acquired property); all reference materials; all exhibit materials; all document collections, correspondence files, shelf supplies of publications and materials used to respond to inquiries; program files; audio and video materials, and any other materials acquired for the sole use of providing training and TA.

Deliver to the COR/Alternate COR all software programs acquired, developed, or altered under this contract and for which contract funds were expended. These shall be provided in the form of duplicate copies of magnetic tapes, dumps of programs, and dumps of sample records. Full documentation pertaining to the program shall be provided by the Contractor.

Deliver to the COR/Alternate COR all course material, including lesson plans, activities, and assignments that were acquired, developed, or altered under this contract and for which contract funds were expended.

All items listed in this task and the transition plan (except equipment) shall be delivered electronically in a manner specified by the COR/Alternate COR.

Unless the underlying data used in the selected analysis are leased or proprietary, analytic files (where source files are reduced in volume and tailored to specific analyses), data analytic programs, and the results produced under these auspices of the project are the property of the Federal Government. If state data are used, the Federal Government will collaborate with the participating communities in planning, carrying out, and disseminating the results of such analyses.

All information and materials including data and files (electronic files and software) developed under this contract are the property of the Federal Government and shall be delivered as part of the turnover at the end of the contract. The Contractor shall provide methodology used to retain the files to the terms and conditions of the contract. The Contractor shall release no information developed under this contract without written permission of the government.

Deliverables:

· Turn over materials

· Provide copies/files, resources to COR and contribute to transition calls as applicable.

5.0 Delivery Schedule

The following schedule outlines all deliverables, quantities, and due dates. All deliverables will be due on business days only; if a deliverable due date falls on a weekend or Federal holiday the deliverable will be due the following business day.

If a deliverable due date will not be met for any reason, the Contractor shall notify the COR in writing at least fifteen (15) business days prior to the unmet date. The Contractor shall explain the reason(s) that the deliverable date cannot be met and provide a plan of action to submit the deliverable with a proposed due date for the COR’s consideration and approval. Failure to notify the COR in accordance with this paragraph may result in negative feedback on the contractor’s performance assessment in Contractor Performance Assessment Reporting System (CPARS).

4.1 Plan of Performance

4.2 Development of Training Curriculum

4.3 Post Award Conference

Plan, coordinate, and host a virtual national post-award conference. (attendance for conference may reach 700.)

Option year 1: T+1month Option year 2: T+1 month

Agenda, presentation materials, subject matter expert presenters (in conjunction with VA staff SMEs) and list of grantees in attendance at the virtual post award conference.

4.4 Grantee Technical Assistance

Plan, coordinate, and host 4 on-site training sessions and provide agenda, presentation materials, subject matter expert presenters (in conjunction with VA staff SMEs) and list of grantees in attendance at the training session.

Plan, coordinate, and host 12 monthly National webinars and provide agenda, presentation materials, subject matter expert presenters (in conjunction with VA staff SMEs) and list of grantees in attendance at the training session.

Plan, coordinate, and host up to 30 TA topic focused training calls and provide monthly log that details all assistance provided to individual grantees and the content shared at each focused training call.

4.5 Program Guide

4.6 Transition Plan and Turnover of Materials

6.0 Quality Assurance Surveillance Plan (QASP)

The Government shall evaluate the contractor's performance in accordance with the Quality Assurance Surveillance Plan (QASP). This plan is primarily focused on what the Government must do to ensure the contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rates.

The Contractor’s performance on this Contract will be reported on an annual basis to the Contractor Performance Assessment Reporting System (CPARS). Poor performance may result in issuance of a Contractor Discrepancy Report (CDR). The CO and COR will make use of information from CDRs, as well as any additional knowledge and information available to them with respect to the contractor’s performance, to complete the CPARS.

The Government will not pay for services that do not conform or do not meet performance standards or have not been properly rendered. The Contractor will be given an opportunity to correct non-conforming services at no cost to the Government if the services are non-conforming or the contract requirement is unacceptable.

Standard Surveillance Method Outcome

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SECTION C - CONTRACT CLAUSES

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

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 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)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed three (3) years.

(End of Clause) C.4 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS (OCT 2021) (DEVIATION)

(a) Definition. As used in this clause— United States or its outlying areas means—

(1) The fifty States;

(2) The District of Columbia;

(3) The commonwealths of Puerto Rico and the Northern Mariana Islands;

(4) The territories of American Samoa, Guam, and the United States Virgin Islands; and

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this contract, for contractor or subcontractor workplace locations published by the Safer Federal Workforce Task Force (Task Force Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

(End of Clause)

C.5 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal…