36C24E26R0001 Final.pdf

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. 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

240E

36C24E26R0001 02-26-2026

Michael Haydo 4128223158 03-30-2026 10:00am EDT

00240E Veterans Health Administration Regional Procurement Office East Building 32 Suite 1A1111 1010 Delafield Road Pittsburgh PA 15215-1802

X

541910

N/A

US Department of Veterans Affairs Veterans Health Administration VA Boston Healthcare System 940 Belmont St Boston MA 02301

00240E

Veterans Health Administration Regional Procurement Office East Building 32 Suite 1A1111

00240E

US Department of Veterans Affairs Financial Services Center (FSC)

P.O. Box 149971 Austin TX 78714-8971

See CONTINUATION Page

See schedule.

Indefinite Delivery/Requirements contract with a five (5) year ordering period.

The estimated ordering period is 5/4/2026 - 5/3/2031.

Services will be ordered by individually funded task orders.

See CONTINUATION Page

X X

X 1

Michael D. Haydo

PCOE14L3-67579

36C24E26R0001

Table of Contents

SECTION A .................................................................................... Error! Bookmark not defined.

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES ..................................... Error! Bookmark not defined.

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

B.3 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (NOV 2023)

C.2 52.216-18 ORDERING (AUG 2020)

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

C.4 52.216-21 REQUIREMENTS (OCT 1995)

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

C.6 SUPPLEMENTAL INSURANCE REQUIREMENTS

C.7 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025)

(DEVIATION)

C.8 VAAR 852.211-76 LIQUIDATED DAMAGES – REIMBURSEMENT FOR DATA

BREACH COSTS (FEB 2023) ALTERNATE I (FEB 2023)

C.9 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.10 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020) ..32

C.11 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.12 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (OCT 2025) (DEVIATION FEB 2025)

C.13 MANDATORY WRITTEN DISCLOSURES

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (SEP 2023)

E.2 52.201-1 ACQUISITION 360: VOLUNTARY SURVEY (SEP 2023)

E.3 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

E.4 52.216-1 TYPE OF CONTRACT (NOV 2025) (DEVIATION)

E.5 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.6 52.240-90 SECURITY PROHIBITIONS AND EXCLUSIONS REPRESENTATIONS

AND CERTIFICATIONS (NOV 2025) (DEVIATION)

E.7 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018)

E.8 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.9 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

E.10 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION

FEB 2025)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

N/A

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 36C24E Michael Haydo

Veterans Health Administration Regional Procurement Office East Building 32 Suite 1A1111

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[X] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Upon receipt and acceptance by the VA.

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:

AMENDMENT NO DATE

Statement of Work Million Veteran Program

Individualized Recruitment and Data Collection Services: Chain of Custody, Print, Mail, Scan, Extract, and Deliver Self-reported Sensitive Veteran Data

2026-2031

Summary: The proposed contract will provide support to the VA’s Million Veteran Program (MVP), an initiative for the advancement of precision medicine. MVP is a part of the President’s Precision Medicine Initiative, a research effort to revolutionize how we improve health and treat disease, with an overarching goal of recruiting, engaging, and retaining over one million Veterans for genomic and epidemiologic research. To support this goal, this contract will provide the necessary support and resources to facilitate primary data collection, as well as the program management to drive Veteran recruitment, engagement, sensitive information handling and retention. To facilitate primary data collection for MVP, the vendor will provide support designing and developing survey booklets, letters, and other printed materials. The services will also include material mailings, response tracking, returned mailings, as well as scanning and extracting response data, and transmit the Personally Identifiable Information (PII)/Protected Health Information (PHI) to MVP securely on a weekly, and/or daily basis.

TASKS AND ASSOCIATED DELIVERABLES

While printing and mailing are deliverable elements, the predominate requirement is for software development and system usage for tracking.

The Tasks and Associated Deliverables detailed below describe the anticipated services to be performed under this contract. Specific taskings and deliverables will be awarded through individual Task Orders.

Task 1: PROJECT MANAGEMENT and DATA SECURITY

The Contractor shall provide project management support across the MVP contract to include, but not be limited to, resource planning, controlling time management, cost estimating and developing the budget, ensuring proactive communication, analyzing, and managing project risk, monitoring progress, and providing estimates to complete projections at least twice each contract year.

Key personnel – Project Manager experience – data manager

Maintain all federal security and information requirements, such as, any relevant Authority to Operate (ATO), including regular scans and addressing all government requests related to data sharing and data connections.

A Project Management Plan (PMP) that lays out the contractor’s approach, timeline and tools shall be provided with the offeror’s proposal and then finalized for the contract period of performance and in the execution of each Peer Review cycle by Service. The PMP shall include a narrative and graphic format displaying schedule, specifically defined milestones, risks, communication, and resource support. The PMP shall explain in detail how the contractor will coordinate and execute planned, routine, ad hoc requirements as identified in SOW. Upon acceptance, initial PMP will be considered baseline and shall be updated as needed. Any changes to the schedule/project plan shall be subject to the Contracting Officer’s Representative (COR) written approval.

The PMP shall include the following elements:

• Meetings/teleconferences

• Project documentation submissions/revisions

• Developmental efforts structured to reflect development of a deliverable product

• Project milestones

• Deliverables

• Communication Plan

• Quality Control Plan

• Status Reports

Chain of Custody: All individualized documents, such as invitational, appointment, and survey mailings and survey booklets, shall be trackable to ensure the integrity of the research data and recruitment operations. Each individualized Veteran return document shall have a discrete, confidential, and unique identifier. Thorough quality controls, including software, scanning and potentially video/camera tools, must be in place to ensure that the correct inserts go into the corresponding envelop and that the responses provided by the Veteran are always tied back accurately to the correct Veteran in the extracted data. Software development and system usage for tracking would be the predominate function of this area.

Authority to Operate (ATO): Veteran sensitive data will be collected, handled, and transmitted by the contractor. Per federal and VA security regulations, the contractor shall have an ATO with the federal government. Due to the highly sensitive nature of the information and to ensure zero delays in performance an approved VA-E ATO is required before the first day of contract performance. The ATO shall be specific to the system utilized by MVP.

Global Design Notes: All letters and survey cover sheets should have VA logo (colored) and program logo (colored), survey instruction sheets should have program logo (colored), all questionnaire booklets and forms will be black/white with drop out color.

For tasks with design features, the contractor shall design according to VA requirements, re-format as directed by the government and suggest design improvements to the government based on industry expertise. Design tasks shall include integrating standard language into mailing materials that promote the MVP marketing/promotional messaging as provided by the government.

Address Quality Control: Prior to any outbound mailing, the contractor shall check the address against applicable USPS databases and remove any mailing that will not be delivered, change the address where a new address is provided and update the mailing database as directed by the government.

Scanning Capacity Enhancement: The contractor shall maintain the capability to scan documents that are printed at the recruitment sites and may have slight variabilities in print size, margins, etc.

Storage: Physical documents (post-scanning) shall be stored securely at Contractor location until long-term VA storage arrangements or destruction arrangements are coordinated with Massachusetts Veterans Epidemiology Research and Information Collaborative (MAVERIC).

Scanned data will be kept as back up for up to 3-years. Both paper and electronic data will be destroyed per VA regulations for destruction of VA data which includes secure handling, a level 6 crosscut paper shredder or incineration along with a certification of destruction.

Task 2: RECEIPT AND SCAN OF RETURNED MATERIALS

Upon receipt of any Veteran materials, such as, but not limited to the Baseline Survey, Lifestyle Survey, Sub-Program Survey, post-card, or letters, the contractor shall scan the documents creating an image file of each document received as well as extra response card/forms, including survey data into data files. All image and data files are reviewed for quality control and provided to VA daily in formats to be determined by VA, via a VA approved secure transport mechanism, which requires a VA-E ATO.

The files shall consist of scanning audit data and all data collected on the returned documents, including PHI and any other sensitive information provided by Veterans.

Whitemail and Hotmail: All other notes or correspondence received apart from the above scannable documents (aka “whitemail”) shall be retrieved and reviewed by the contractor.

The contractor shall note the correct participant ID on each correspondence received and shall scan and forward the scanned documents to MAVERIC via a VA approved secure transport mechanism and per workable schedule to be determined by both MAVERIC and the contractor.

The contractor shall alert MAVERIC of any perceived life-threatening notes (Hotmail) immediately upon review regardless of what material the note was written on, i.e., a survey, letter or returned postcard.

Task 3: DESIGN, PRINT, MAIL/REMAIL POSTCARD PACKET

The contractor shall print and mail an additional recruitment/informational packet, which can be utilized for both main program and sub-program re-contact, to include:

• 1-page (1-sided) recruitment/informational letter with color (duplex)

• Preaddressed 4” x 6” postcard (duplex) with BRM to contractor with PT ID and color (postcard to

• Include check boxes to indicate interest in participation and opt-out options.)

• Mailed in a #10 window envelope with black VA seal, program name and c/o contractors return address.

Task 4: DESIGN, PRINT, MAIL APPOINTMENT PACKET

For Veterans who have a MVP scheduled program visit, the contractor shall print and mail:

• 1-page appointment letter with color and populated information

• 1- 8.5” x 11” pages (duplex) of a consent brochure

• Mailed in a #10 window envelope with black VA seal, program name and c/o contractors return address.

Task 5: DESIGN, PRINT, MAIL MODIFIED APPOINTMENT PACKET with Baseline Survey

For Veterans who schedule a program visit but have not received a Baseline Survey, the contractor shall print and mail:

• 1-page appointment letter with color and populated information

• Pre-folded Baseline Survey to fit into 5.75”x 9” envelope comprised of 3 - 11” x 17” pages

(duplex) with PT ID and color

• Informational brochure

• 1- 8.5” x 11” pages (duplex) of a consent brochure

• Preaddressed 5.75”x 9” BRE to contractor

• 6”x10” window envelope with black VA seal, program name and c/o contractor’s return address.

Task 6: DESIGN, PRINT, MAIL BASELINE SURVEY PACKET

For Veterans who have not returned the Baseline Survey but have enrolled in MVP, the contractor shall print and mail:

• 1-page Baseline Survey reminder letter with color

• pre-folded Baseline Survey to fit into 5.75”x 9” envelope comprised of 3 - 11” x 17” pages

(duplex) with PT ID and color (cover page of booklet includes check box to opt-out and information regarding best day/time for an appointment)

• Preaddressed 5.75”x 9” BRE to contractor

• 6”x10” window envelope with black VA seal, program name, and c/o contractor’s return address.

Task 7: DESIGN, PRINT, MAIL/RE-MAIL LIFESTYLE SURVEY PACKET

For Veterans who have enrolled in MVP, the contractor shall print and mail:

• 1-page thank you letter with color

• MVP Appreciation Pin for Veterans (either provided by this contractor or a separate contractor)

– in 1st mail only (not in the Re-Mail)

• A Lifestyle Survey booklet comprised of 5 - 11” x 17” pages (20-sided) with PT ID and color

• A preaddressed folded 9”x12” BRE returned to contractor.

• Mailed in a 9”x12” window envelope with black VA seal, program name and c/o contractor’s return address.

• For Veterans who do not return the Lifestyle Survey with timeline to be determined by VA , the contractor shall print and re-mail the thank you letter and lifestyle survey using a list defined by the VA.

• The contractor shall track all received surveys and re-mail the initial recruitment packet (with revised recruitment letter) to non-respondents from the initial mailing with timeline to be determined by VA.

• If mail undeliverable and forwarding address provided, notify VA of new address. Do not resend packets.

Task 8: DESIGN, PRODUCTION AND DISTRIBUTION OF THANK YOU PIN LETTERS

• 1-page (1-sided) letter with color

• Inclusion of an MVP Appreciation Pin (either provided by this contractor or a separate contractor)

• Mailed in a padded envelope, program name and c/o contractors return address.

• Distribution is direct mail to individual program participants.

Task 9: DESIGN, PRINT, MAIL/REMAIL OF SURVEY

• Design (layout/format).

• 1-page (duplex) letter with color

• Pre-folded Baseline Survey to fit into 5.75”x 9” envelope comprised of 10 - 11” x 17” pages

(duplex) with PT ID and color

• Preaddressed 5.75”x 9” BRE to contractor

• 6”x10” window envelope with black VA seal, program name and c/o contractor’s return address.

• The contractor shall track all received surveys and re-mail the initial recruitment packet (with revised recruitment letter) to non-respondents from the initial mailing with timeline to be determined by VA.

• If mail undeliverable and forwarding address provided, notify VA of new address. Do not resend packets.

Task 10: DESIGN, PRODUCTION AND DISTRIBUTION OF MVP NEWSLETTER

The contractor shall have the capability to design, produce and distribute a MVP newsletter with information provided by the government project team.

• Design material based on VA general outline/guidance.

• VA signs off on final product prior to production.

• Distribution could either be bulk shipment to MAVERIC, CERC or recruitment sites or direct mail to individual program participants.

Task 11: DESIGN, PRODUCTION AND DISTRIBUTION OF BUSINESS REPLY ENVELOPES

• The contractor shall produce and distribute 6”x10” Business Reply Envelopes (BRM) with black VA seal, program name, and c/o contractor’s return address.

• Distribution could either be bulk shipment to MAVERIC or recruitment sites.

• Approximately 140 individual letters each year.

Task 12: DESIGN, PRODUCTION AND DISTRIBUTION OF PERSONALIZED LETTERS (i.e.

in response to “whitemail” received by contractor on behalf of MVP.)

The contractor shall have the capability to design, produce and distribute individual personalized letters with information provided by the government project team.

• Design material based on VA general outline/guidance.

• VA signs off on final product prior to production.

• 1-page (1-sided) letter with color

• Mailed in a #10 window envelope with black VA seal, program name and c/o contractors return address.

• Distribution is direct mail to individual program participants.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER DESCRIPTION OF SUPPLIES/SERVICES

AMOUNT

Quantities in the attached price list are estimates. Actual quantities will be awarded by individual task orders.

THIS IS AN INDEFINITE DELIVERY/ REQUIREMENTS CONTRACT WITH

FIRM FIXED PRICE TASK ORDERS TO PROVIDE DATA, PRINTING AND

MAILING SERVICES SUPPORTING THE MILLION VETERAN PROGRAM

(MVP). The total amount of services required is estimated to be $39,000,000.00 and based on attached price list unit estimated amounts. The maximum ceiling of the base contract is $44,000,000.00 over a five (5) year period.

SEE ATTACHED PRICE SHEET FOR INDIVIDUAL PRICES.

Contract Period: Base POP Begin: 5-11-2026 POP End: 5-10-2031 PRINCIPAL NAICS CODE: 541910 - Marketing Research and Public Opinion Polling PRODUCT/SERVICE CODE: R408 Support-Professional: Program Management/Support MANUFACTURER PART NUMBER (MPN): None NATIONAL STOCK NUMBER: None LOCAL STOCK NUMBER: None

B.3 DELIVERY SCHEDULE

ITEM

NUMBER SHIPPING INFORMATION QUANTITY

0001 SHIP TO: US Department of Veterans

Affairs VA Boston Healthcare System 940 Belmont St Boston, MA 02301

USA

Quantities are estimates.

Actual quantities and performance periods will be awarded by individual task order.

MARK FOR: Lisa Utkin 857-203-6294 lisa.utkin@va.gov

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

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

and

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

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 base contract performance start date through base contract performance end date.

(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 $10,000.00, 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 $4,000,000.00;

(2) Any order for a combination of items in excess of $12,000,000.00; or

(3) A series of orders from the same ordering office within 14 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 5 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 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the ordering 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 ordering period;

provided, that the Contractor shall not be required to make any deliveries under this contract after six (6) months from base contract performance end date.

(End of Clause)

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

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 5 days.

(End of Clause)

C.6 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 and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.7 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025)

(DEVIATION)

(a) Definitions. As used in this clause—

American Security Drone Act-covered foreign entity means an entity included on a list that the Federal Acquisition Security Council (FASC) develops and maintains and publishes in the System for Award Management (SAM) at https://www.sam.gov (section 1822 of Pub. L. 118-31, 41 U.S.C. 3901 note prec.).

Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

https://www.sam.gov

Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance Limited.

Covered article, as defined in 41 U.S.C. 4713(k), means:

(1) Information technology, as defined in 40 U.S.C. 11101, including cloud computing services of all types;

(2) Telecommunications equipment or telecommunications service, as those terms are defined in section 3 of the Communications Act of 1934 (47 U.S.C. 153);

(3) The processing of information on a Federal or non-Federal information system, subject to the requirements of the Controlled Unclassified Information program (see 32 CFR part 2002); or

(4) Hardware, systems, devices, software, or services that include embedded or incidental information technology.

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means—

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means—

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled—

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

FASC-prohibited unmanned aircraft system means an unmanned aircraft system manufactured or assembled by an American Security Drone Act—covered foreign entity.

FASCSA order means any of the following orders issued under the Federal Acquisition Supply Chain Security Act (FASCSA) requiring removing covered articles from executive agency information systems or excluding one or more named sources or named covered articles from executive agency procurement actions, as described in 41 CFR 201-1.303(d) and (e):

(1) The Secretary of Homeland Security may issue FASCSA orders that apply to civilian agencies, to the extent not covered by paragraph (2) or (3) of this definition. This type of FASCSA order may be referred to as a Department of Homeland Security (DHS) FASCSA order.

(2) The Secretary of Defense may issue FASCSA orders that apply to the Department of Defense (DoD) and national security systems other than sensitive compartmented information systems. This type of FASCSA order may be referred to as a DoD FASCSA order.

(3) The Director of National Intelligence (DNI) may issue FASCSA orders that apply to the intelligence community and sensitive compartmented information systems, to the extent not covered by paragraph (2) of this definition. This type of FASCSA order may be referred to as a DNI FASCSA order.

Information technology, as defined in 40 U.S.C. 11101(6)—

(1) Means any equipment or interconnected system or subsystem of equipment, used in the automatic acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information by the executive agency, if the equipment is used by the executive agency directly or is used by a contractor under a contract with the executive agency that requires the use—

(i) Of that equipment; or

(ii) Of that equipment to a significant extent in the performance of a service or the furnishing of a product;

(2) Includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services), and related resources; but

(3) Does not include any equipment acquired by a Federal contractor incidental to a Federal contract.

Intelligence community, as defined by 50 U.S.C. 3003(4), means the following—

(1) The Office of the Director of National Intelligence;

(2) The Central Intelligence Agency;

(3) The National Security Agency;

(4…