36C24522R0052.docx

36C24522R0052

PAGE 1 OF

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.

DUNS:

DUNS+4:

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

36C24522R0052 03-11-2022 Linda.Smith6@va.gov 304-263-0811 03-23-2022 14:00

EDT

Department of Veterans Affairs

VAMC (540)

VISN 5 Contract Satellite Office 1 Medical Center Drive Clarksburg

WV

26301 X X 624229 $16.5 Million N/A X Department of Veterans Affairs

VAMC (540)

VISN 5 Contract Satellite Office 1 Medical Center Drive Clarksburg

WV

26301 Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 308B Martinsburg

WV

25405

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp

See CONTINUATION Page To provide Transitional Housing for the Clarksburg Veterans Affairs Medical Center catchment area for the period of This will be a 5 year contract to begin All proposals must be to Linda.Smith6@va.gov.

The proposal must be sent with no less than 2 documents.

The Price Proposal shall be submitted as it's own attachment All questions must be submitted in writing by March 16, 2022 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 Department of Veterans Affairs

VAMC (540)

VISN 5 Contract Satellite Office 1 Medical Center Drive Clarksburg WV 26301

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.

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp

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

Page 1 of Page 1 of Statement of Work

The contractor shall furnish services to beneficiaries for whom such care is specifically authorized by the Veterans Health Administration. It is understood that the type of Veterans to be cared for under this contract will require care and treatment services over and above the level of room and board.

The contractor shall furnish each veteran authorized care under this contract with the following services:

(1). Room and board.

a) The facility must be structurally sound, maintained in a sanitary manner, and be in compliance with the National Fire Protection Association Life Safety Code.

b) Has entry and exit locations that are capable of being utilized without unauthorized use and provide alternative means of egress in case of a fire.

c) The contractor provides each Veteran the appropriate space and security for themselves and their belongings.

d) Provides each Veteran an acceptable place to sleep that is in compliance with appropriate code and regulations.

e) Provides sufficient sanitary facilities to Veterans that are in proper operational condition. Veterans are to maintain an acceptable level of personal hygiene and grooming.

f) Provides adequate heating and cooling to the living areas.

g) The facility should be in a central location, with accessibility to public transportation and near areas which provide employment.

(2). Laundry facilities (free) for residents to do their own laundry and laundry detergent will be provided.

(3). Structured weekly case management to include:

a) accessing mainstream housing resources (Section 8 and/or Public Housing)

b) connection to Supportive Services for Veterans and Families (SSVF) (if appropriate)

c) assistance with applications for mainstream benefits through local Department of Health and Human Resources (DHHR) (Food Stamps, Medicaid)

d) application and procurement of identification documentation (DD 214, birth certificate, social security card, divorce decrees, Veteran ID, proof of income)

e) completion/review of a bi-weekly budget

f) review of work schedule if employed and if not employed a list of weekly job contacts

g) debit and saving account review

h) review of treatment plan goals

i) assistance to develop responsible living patterns and self-care skills

j) support for those seeking a substance free lifestyle. At all times, a list should be readily available of community meetings and VA outpatient groups.

(4). Three (3) nutritious meals or their equivalent shall be served daily at regular times with not more than a 14 hour span between evening meal and breakfast of the following day. Between meal and bedtime snacks of nourishing quality shall be offered. If meals cannot be prepared, then the means to purchase meals should be made available.

a) There shall be evidence that food is prepared, served, and stored under sanitary conditions.

b) Sanitary procedures shall be established a maintained for washing dishes, cleaning equipment and work areas, and for proper waste disposal.

c) The contractor must have the ability to meet special dietary needs.

d) The Veterans are not to have to leave the site to go to other community agencies to get a meal.

(5). Individualized treatment plans are developed through a joint effort of the Veteran, the contracted provider, and the HCHV program staff. Treatment plans must be developed for each Veteran based on input from HCHV program staff assessments, other VA clinical data, and the Veteran. The treatment plan must be completed within 24 hours of admission. Therapeutic and rehabilitative services must be provided by the contracted provider as described in the treatment plan. In some cases, VA may complement the residential treatment facility's program with added treatment services such as participation in VA Outpatient programs (e.g., CWT, Incentive Therapy, Mental Health Clinic, SUD treatment, etc.).

The Contractor is required to:

(1). Contractor will document all admissions, case notes weekly case management, supporting documents, and discharges on Homeless Management Information System (HMIS).

(2). Contractor will send exit forms to the VA Program Staff the same day of discharge.

(3). The contractor shall employ sufficient professional staff and other personnel to carry out the policies and procedures of the program. The case manager for the Veterans program should only be assigned to work with the Veterans to ensure that all services and needs are being met. It is required that there is an employee on duty on the premises and available for emergencies, 24 hours a day, 7 days a week.

(4). The contractor is required to keep a daily sign in log for safety and billing purposes.

(5). The contractor is required to submit accurate billing and the sign in log on a monthly basis. Billing is required to be submitted to the VA Homeless Program Manager to review for approval no later than the 5th of each month. Once the contractor gets approval to proceed with submitting the billing, the Contractor will submit the monthly billing to Austin Payment Center. Unless specifically excluded in this contract, the per diem rate established will include the services listed in this document and will also include all services or supplies normally provided other residents by the facility without extra charge.

(6). The contractor shall make available to the VA, documentary information deemed necessary by the VA to conduct utilization review audits for the mandated national evaluation study as required by section 2 of Public Law 100-6; to verify quality of patient care for Veterans, to assure confidentiality of patient care for veterans, to assure confidentiality of patient record information, and to determine the completeness and accuracy of financial records.

(7) . The contractor will collaborate with the VA program staff, who will conduct treatment and discharge planning reflecting team assessment of health, social and vocational needs and the involvement of residents' families and appropriate community resources in resolving problems and setting goals.

(8). The contractor shall comply with the VA Patient's Bill of Rights as set forth in section 17.34a, title 38, Code of Federal Regulations.

(9). The contractor should report any serious incidents to the VA Program Staff the same day of the incident via telephone and the incident report should be emailed to the VA staff. If the incident occurred during off tour hours, the contractors staff should email the VA staff the incident report outlining what occurred before their shift ends.

(10). The contractor must have policies and procedures to address how intoxicated or impaired Veterans will be identified and managed in the program.

(11). The contractor ensures that program staff are educated on and following contract providers policies and procedures that are communicated to participants and that are consistently followed by staff.

(12). The contractor ensures that records kept are kept confidential and secure.

(13). The contractor ensures that documentation of residential supervision training is available.

(14). The contractor has policies and procedures which are enforced to ensure that illicit drugs, weapons, and other similar items are not permitted on the premises.

(15). The contractor must have a system to identify participants who are subject to residency restrictions and when appropriate to communicate with parole or probation authorities to confirm that the placement meets any court-imposed requirements.

(16). The contractor has policies and procedures which are communicated and enforced to ensure safety, security, and privacy based on location, population served and facility structure.

(17). The contractor are expected to provide appropriate space and security for the storage of medications. The contractor should ensure there are appropriate policies and procedures that support the safe storage of medications for Veteran residents. This storage can be provided to the Veteran to secure his or her medications.

(18). The contractor staff behavior and interaction with the Veterans will convey an attitude of genuine concern and caring.

(19). The contractor will have evidence of facility-community interaction.

(20). If a Veteran comes to the VA Hospital afterhours or on the weekend to be seen in the ER, the contractor must be able to provide transportation back to the facility or pay for a taxi for the Veteran.

(21). The contractor must update their Disaster Emergency Manual at least yearly and when there are changes in staff listed in the manual.

(22). The contractor must have a specific Veterans Program Handbook for the participants in their programs outlining the rules and expectations of the program.

(23). The contractor is required to participant in monthly Veteran By Name Lists calls held by the WV Coalition to End Homelessness.

(24). The contractor is required to meet the monthly performance measures. If the performance measures are not met, the HCHV Social Worker and the contractor will discuss the discharges in the program. If the performance measures are not met for that quarter, a performance plan will be developed by the contractor.

Inspection of the facility

It is agreed that the Veterans Administration will have the right to inspection of the residential treatment center and all appurtenances by an authorized representative(s) designated by the Veterans Administration.

Prior to the award of a contract a multidisciplinary VA team consisting of a Social Worker, Nurse, VA Police Officer, Dietitian, and an Engineering Service Safety Officer shall conduct a survey of the residential treatment/community health care center. Residential treatment centers to be utilized will be restricted to community-based facilities that provide food, shelter, and therapeutic services in a supportive environment.

In the cases of complexes of non-VA community health care facilities, it is imperative that all components of the program be inspected by the VA team prior to award of the contract as is required for an integrated primary site. Each of the community health care facilities identified in the complex as contract recipients, will also be subject to the requirements for contracting, safety and recordkeeping described in other parts of this document as applying to the residential treatment center.

The Safety Officer will inspect the facility for conformity to the current Life Safety Code and submit the findings to the chairperson of the team. The other members of the team will focus on an assessment of the quality of life within the residential treatment facilities.

The contractor will be advised of the findings of the inspection team. If deficiencies are noted during any inspection, the facility will be given a reasonable time to take corrective action and to notify the contracting officer that the corrections have been made. A contract will not be awarded until noted deficiencies have been eliminated.

The VA will monitor the contractor's program and inspect the contractor's yearly facility to ensure compliance with this agreement. The VA will have unannounced quarterly visits. Any unsatisfactory conditions noted during an inspection of contract facility will be reported in writing to the VA contracting officer through the medical center Director. If corrections are not made to the satisfaction of the VA, the contracting officer will consult with the appropriate officials so that suitable arrangements can be made to discharge or transfer Veterans and terminate the contract.

Special Agreement Requirements

(1). President Biden issued Executive Order (E.O.) 14042 “Ensuring Adequate COVID Safety Protocols for Federal Contractors”. Federal Contractors and subcontractors will be required to conform to the following workplace safety protocols:

a) COVID-19 vaccination of covered contractor employees except in limited circumstances where an employee is legally entitled to an accommodation.

b) Compliance by individuals, including covered contractor employees and visitors, with the guidance related to masking and physical distancing while in covered contractor workplaces.

c) Designation by covered contractors of a person or persons to coordinate COVID-19 workplace safety efforts at covered contractor workplaces.

(2). The contractor will notify the authorizing VA hospital immediately when a medical emergency occurs requiring hospitalization of any patient receiving care at VA expense. It is agreed that the veterans will be admitted to the nearest available VA facility. If hospitalization of a non-emergency nature is required , it is agreed that admission to a VA hospital will be accomplished consistent with VA eligibility criteria, as determined by Medical Administration Service.

(3). If a Veteran is brought to the VA Hospital Emergency Department during business hours, the contractors staff will let the HCHV Social Worker know. If the Veteran is being brought to the VA Hospital after hours or on weekends, the contactor staff will request to speak with the Social Worker on duty or the Administrator on Duty to explain why the Veteran is being brought the VA Hospital. The contractor staff will leave contact information with the staff.

(4). In the event a beneficiary receiving residential treatment center care under this contract dies, the contractor will promptly notify the VA Hospital immediately and assemble, inventory, and safeguard the patient's personal effects. The funds, deposits, and effects left by the Veteran on the premises of the contract residential facility shall be delivered by the contractor to the person or persons entitled thereto under the laws currently governing the contract residential facility for making disposition of funds and effects left by Veterans, unless the beneficiary died without leaving a will, heirs, or next of kin capable of inheriting. When disposition has been made, the itemized inventory with a notation as to the disposition of the funds and effects will be immediately forwarded to the VA Hospital. Should a deceased patient leave no will, heirs, or next of kin, their personal property and funds wherever located vests in and becomes the property of the United States in trust. In these cases the contract residential facility will forward an inventory of any such property and funds in its possession to the appropriate VA Hospital and will hold them (except articles of clothing necessary for proper burial) under safeguard until instructions are received from the VA Hospital concerning disposition.

(5). Excused absences of the patient from the residential treatment center in excess of 48 hours will not be reimbursable. Should a patient referred to a residential care facility, absent him/herself in an unauthorized manner, payment for services for that veteran to the contract facility would be continued for a maximum period of 48 hours provided there is an active outreach attempt on the part of the contract facility staff to return the veteran to the residential care program and a strong likelihood that the patient will return. HCHV Staff should be immediately made aware if a Veteran has left and not returned. Should a patient be admitted to the hospital, payment or services for that Veteran can be continued for a maximum period of 7 days.

(6). The contractor shall maintain an individual clinical record on each veteran out placed under this contract. The contractor must comply with the requirements of the "Confidentiality of Certain Medical Records " (38 USC 4132), and the "Confidentiality of Alcohol and Drug Abuse Veterans Records" CFR, Part II) when appropriate, and shall be part of the contract. All case records will be maintained with such security and confidentiality as required, and will be made available on a need-to-know basis to appropriate VA staff members involved with the treatment program of the veterans concerned. In addition to reasons for referral, the clinical record maintained by the contract facility will include:

(A). All essential identifying data relevant to the resident: Verification of Veteran status, Family Status, Employment History, Education, Barriers, Service Needs, Strengths, Specific Services Provided Including Duration and Outcome, Documentation of Referral, and Benefits To Be Achieved As A Result Of Program Participation.

(B). Data relating to the resident's admission, to include the targeted goals for constructive changes which are to be attained during the residential rehabilitation episode, and the anticipated length of stay, if known.

(C). Copies of any medical prescriptions issued by physicians, including orders, if any, for medications to be taken. Facility will maintain and annual update/review Medication Policy. Policy will be on hand and will be reviewed during annual re-inspections..

(D). Reports of periodic reevaluation by program staff, to include any measures of movement toward rehabilitation goals, with particular focus on the attainment of self-help skills.

(E). Final summaries on each resident who leaves the program, to include a description of beneficial changes realized during the residential period, reasons-for leaving, the resident's future plans, and follow-up locator information.

(F). Upon discharge or death of the patient, medical records on all VA beneficiaries will be retained by the RTC for a period of at least three years following termination of care.

(G). Any patient with non-compliance issues (medication, adherence to rules, following treatment plan goals, relapses and acting out behavior,) will be reported to the Homeless Coordinator or designee. l.38 U.S.C. 4132/42 CFR Part II are available for review at the Veterans Administration Medical Center, Medical Administration Service.

Instructions, Conditions, and Notices To Offerors

(1). The VA HCHV Social Worker shall identify and refer Veterans to the contractor. The contractor may also refer Veterans to the HCHV VA Social Worker to determine if the Veteran is eligible for services.

(2). All Veterans will be homeless and CMI (including chronically mentally ill veterans whose psychiatric disorder is manifested by chronic alcohol or other drug abuse).

(3). Before referring any patient to the contractor, the VA shall have provided the patient with a clinical assessment. The Veteran will be required to sign an ROI and complete all necessary paperwork for admission.

(4). All Veterans will be capable of self-preservation, and in an emergency situation, will have sufficient capacity to recognize physical danger, sufficient judgment to recognize when such danger requires immediate egress from the group residence, sufficient capacity to follow a prescribed route of egress, and sufficient physical mobility to accomplish such egress.

(5). VA will initially authorize up to 6 months of care. If a Veteran requires an extension in the program, the contractor must put in writing why the Veteran requires and extension and get approval from the HCHV Social Worker.

Standards/Licenses

(1). Both residential and ambulatory care facilities must conform to the standards of the Life Safety Code (National Fire Protection Association 4101) and conform to the fire and safety code imposed by the state law which adequately protects residents, and must meet all city, state, and Federal requirements concerning licensing and health codes. In all cases, the VA requires a level of safety which conforms to NFPA 4101

(2). All contract facilities must be licensed under state or federal authority.

(3). A list of emergency personnel will be posted in dormitory areas to be utilized at which time an emergency may occur.

Level of Care (1). A program of therapeutic and rehabilitative mental health services designed to promote a more adaptive level of psychosocial functioning.

(2). Supportive personal care.

(3). Individual adjustment services including social diversional, recreational, and spiritual opportunities. Motivation and education of Veterans to achieve and maintain independence in the activities of daily living and self-care.

Evaluation Factors For Awards and Termination

The Government may make multiple awards for the services listed herein to those responsible offerors whose offers, conform to the factors below which are listed in their order of priority. One contract will be awarded for the Clarksburg, WV area for 20 beds. The contracts will be awarded for 5 years. The Government has the option to terminate the contract of the awarded contract if the contract standards are not met listed in the Statement of Work.

Location/Dates of Services

The goal of the Louis A. Johnson VA Medical Center is to award to a facility in Clarksburg, WV to meet the need of the largest number of homeless veterans served by the Louis A. Johnson VA Medical Center. The contract will be awarded 1 Base Year (05/01/2022-04/30/2023) with 4 Option Years (05/01/2023-04/30/2024, 05/01/2024-04/30/2025, 05/01/2025-04/30/2026, 05/01/2026-04/30/2027).

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Transitional Housing Program Beds.

Year 1 Pricing PRINCIPAL NAICS CODE: 624221 - Temporary Shelters PRODUCT/SERVICE CODE: G099 - Social - Other

Transitional Housing Program Beds.

Year 2 Pricing

Transitional Housing Program Beds.

Year 3 Pricing

Transitional Housing Program Beds.

Year 4 Pricing

Transitional Housing Program Beds.

Year 5 Pricing

B.3 DELIVERY SCHEDULE

7,300.00

7,300.00

7,300.00

7,300.00

7,300.00

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 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from May 1, 2022 through April, 30, 2027.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $474,500.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $474,500.00;

(2) Any order for a combination of items in excess of $474,500.00; or

(3) A series of orders from the same ordering office within 3 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after April 30, 2027.

(End of Clause) C.5 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.6 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond April 30, 2023. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made.