36C26218R0767-001.pdf

36C29218R0767

VHAPM Part 813.106-1/2 SAP: Soliciting Competition & Evaluation of Quotations/Offers Original Date: 10/12/17

COMBINED SYNOPSIS/SOLICITATION FOR COMMERCIAL ITEMS

General Information

Document Type: Combined Solicitation/Synopsis

Solicitation Number: 36C29218R0767

Posted Date: 08/21/2018

Original Response Date: 09/07/2018

Current Response Date: 09/07/2018

Product or Service Code: U008 – Training/Curriculum Development

Set Aside (SDVOSB/VOSB): Full and Open Competition (FOC)

NAICS Code: 624229 – Other Community Housing Services

Contracting Office Address

Department of Veterans Affairs

Network Contracting Office 22

4811 Airport Plaza Drive, Suite 600

Long Beach CA 90815

Description

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.6, “Streamlined Procedures for

Evaluation and Solicitation for Commercial Items,” as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; 36C29218R0767 is being requested, and a written solicitation document will not be issued.

This solicitation is a "request for proposals (RFP),". The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-99.

The associated North American Industrial Classification System (NAICS) code for this procurement is 624229, with a small business size standard of $15 Million.

The VA Greater Los Angeles Healthcare System at 11301 Wilshire Blvd., Los Angeles, CA

90073 is seeking to purchase Community Engagement Reintegration Services Case Management

Training (CERSCMT).

All interested companies shall provide proposal(s) for the following:

Services

Line

Item

Description Quantity Unit

Price

Total Price

Base Period: 9/29/2018 – 9/28/2019

0001 Two (2) training sessions on assisting community partners in the development and execution/opening of HUDVASH

Project Based Sites.

2 $ $

0002 Two (2) training sessions to VA Staff on case management of Veterans residing at

HUD-VASH PB sites

2 $ $

0003 Two (2) training sessions on case management of Veterans temporarily placed in emergency housing until they can be housed at a HUD-VASH PB site

2 $ $

Total $

Option Period 1: 9/29/2019 – 9/28/2020

1001 Two (2) training sessions on assisting community partners in the development and execution/opening of HUDVASH

Project Based Sites.

2 $ $

1002 Two (2) training sessions to VA Staff on case management of Veterans residing at

HUD-VASH PB sites

2 $ $

1003 Two (2) training sessions on case management of Veterans temporarily placed in emergency housing until they can be housed at a HUD-VASH PB site

2 $ $

Total $

DESCRIPTION OF SERVICES/STATEMENT OF WORK

1. Background

GLA has the largest Housing and Urban Development Veterans Affairs Supportive Housing

(HUD-VASH) program in the nation with over 6,400 assigned HUD-VASH vouchers. In the coming years, it is expected the number of Veterans served will increase by several hundred.

There is a need for training on the issues associated with assisting in the development and opening of HUD-VASH Project Base (PB) sites; and case managing HUD-VASH participants in PB sites.

In addition to the 6,400 assigned HUD-VASH vouchers though out the nation, VA GLA will open up many emergency beds in the immediate future which will temporarily house

Veterans until they can be placed in HUD-VASH PB sites. There is a need for training on issues associated with maintaining recently homeless Veterans (many just off the streets and suffering from mental health and addiction issues) in such short-term housing before they can be transferred to their own apartments.

The objective of this Community Engagement Reintegration Services Case Management

Training (CERSCMT) is to link and provide better service to VA GLA’s Community

Engagement Reintegration Service and its HUD VASH program – which also includes Grant

Per Diem and Healthcare for Homeless Veterans.

2. Scope

The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform the CERSCMT requirement as defined in this PWS.

The contractor shall work with new VA staff to provide training to new VA staff in the following three (3) areas:

2.1. Assist community partners in the development and execution/opening of HUD-

VASH Project Based sites.

Description of Training: The Contractor shall provide two trainings to VA staff at

West Los Angeles Medical Center, 11310 Wilshire Blvd., Los Angeles, CA 90073 covering topics such as: identifying funding source for construction/renovation;

application processes for local Public Housing Authorities (PHAs); VA/PB developer logistical planning (e.g., identifying office space, setting up phones and computer networking systems); planning between property manager, clinical staff and VA VASH staff related to care coordination. Curriculum shall include a test of the material at the end of the training to receive verification of completion.

2.2.Training on case management of Veterans residing at HUD-VASH PB sites.

Original Date: 10/12/17 covering topics such as: sensitivity to wider issues of homelessness, Severe Mental

Illness (SMI) and psychopathology, Housing First/Harm Reduction philosophy, treatment modalities (Motivational Interviewing, Critical Time Intervention, Stages of Change, Crisis Intervention, and Harm Reduction), conflict resolution, de-escalation techniques, suicide prevention, medication monitoring, universal precautions (disease transmission prevention), customer service, countertransference, professional boundaries, cultural sensitivity, sexual harassment, adult abuse/neglect reporting laws, State and Federal Fair Housing Law

& ADA Requirements, conservatorship, and grave disability criteria. Curriculum shall include a test of the material at the end of the training to receive verification of completion.

2.3.Training on case management of Veterans temporarily placed in emergency housing until they can be housed at a HUD-VASH PB site.

covering topics such as: sensitivity to wider issues of homelessness, Severe Mental

Illness (SMI) and psychopathology, Housing First/Harm Reduction philosophy, treatment modalities (Motivational Interviewing, Critical Time Intervention, Stages of Change, Crisis Intervention, and Harm Reduction), conflict resolution, de-escalation techniques, suicide prevention, medication monitoring, universal precautions (disease transmission prevention), customer service, countertransference, professional boundaries, cultural sensitivity, sexual harassment, adult abuse/neglect reporting laws, State and Federal Fair Housing Law

& ADA Requirements, conservatorship, and grave disability criteria. Curriculum shall include a test of the material at the end of the training to receive verification of completion.

3. DELIVERABLES & TASKS

Review of Deliverables: The Contractor shall provide the following:

Task Description Delivery Time/Date

1 • Participate in a contract kickoff meeting with the

VA COR

Within 10 days of contract award

2 • The contractor shall submit a draft contract implementation plan detailing the strategies and timelines for implementation.

• Contractor shall additionally provide a training content outline for all three training types based on the elements identified in the SOW.

• Contractor shall provide a schedule for 2 offerings of each training type referenced in the PWS.

Training material will include: training led by subject matter expert, course description and objectives, sign in sheet, attendance certificate, verification of completion, training evaluation, and training evaluation summary report.

within four weeks of award

2 • the contractor shall produce draft training presentations and draft participant post-training knowledge surveys for each training type.

Will be determined per the implementation plan dates determined at the kickoff meeting.

4 • Contractor shall produce final training materials and presentation and post-training test for each training type which will include: training led by subject matter expert, course description and objectives, sign in sheet, attendance certificate, verification of completion, training evaluation, and training evaluation summary report.

within one week of receiving feedback from VA, unless otherwise specified by the COR.

5 • Begin training within four weeks after the training presentations and post-training tests are finalized.

6 The contractor shall modify content for subsequent training sessions based on the results of post-training surveys and feedback by the COR and HUD-VASH managers. Revisions shall be finalized by the contractor within one week of receiving feedback from VA, unless otherwise specified by the COR.

Original Date: 10/12/17

Training Type #1: Training on how to assist community partners in the development and execution/opening of HUD-VASH PBV sites

Deliverable/Service

Requirement

Measurement/Metric Surveillance

Method/Performed

By

Frequency/Due

Date

Acceptable

Quality

Level

Development of curriculum and training materials

Training content and materials will incorporate all elements outlined in the PWS as well as any additional agreed-upon elements identified during the post-award conference follow-up discussion

Review of draft training presentation and materials/COR and

HUD-VASH

Managers

At least one month before first training of

Training Type

#1

95% of all agreed-upon elements are identified in training materials.

Development of post-training knowledge survey

Post-training survey developed by vendor will incorporate all agreed-upon training elements between vendor and VA.

Review of participant post-training knowledge survey draft/COR and HUD-VASH

Managers

At least one month before first training of

Training Type

#1

95% of all agreed-upon elements are identified in the post-training survey.

Training implementation

Training will include all agreed-upon elements during actual training presentation.

Review of finalized training materials, direct observation by COR and HUD-

VASH Managers, and review of participant feedback.

First training to occur within four weeks after the training presentation and post-training tests are completed.

Subsequent trainings will be reviewed by the

COR/HUD-

VASH

Managers on an announced or unannounced basis.

95% of all agreed-upon elements presented during the training.

Original Date: 10/12/17

Knowledge gained by training participants

Training participants will demonstrate knowledge acquired through the training verification.

Online post-training survey/COR and

HUD-VASH

managers

Within one week after each

Training Type

#1 session

There will be an average score of

90% for the post-training survey.

Training Type #2: Training on case management of Veterans residing at HUD-VASH PBV sites

Measurement/Metric

Surveillance

Method/Performed

By

Frequency/Due

Date

Acceptable

Quality

Level

Development of curriculum and training materials

Training content and materials will incorporate all elements outlined in the PWS as well as any additional agreed-upon elements identified during the post-award conference follow-up discussion

Review of draft training presentation and materials/COR and

HUD-VASH

Managers

At least one month before first training of

Training Type

#2

95% of all agreed-upon elements are identified in training materials.

Development of post-training knowledge survey Post-training survey developed by vendor will incorporate all agreed-upon elements between vendor and

VA.

Review of participant post-training knowledge survey draft/COR and HUD-VASH

Managers

At least one month before first training of

Training Type

#2

95% of all agreed-upon elements are identified in the post-training survey.

Training implementation

Training will include all agreed-upon elements during actual training presentation.

Direct

Observation/COR and HUD-VASH

Managers

First training to occur within four weeks after the training presentation and post-training tests are completed.

Subsequent trainings will be reviewed by the

95% of all agreed-upon elements presented during the training.

Original Date: 10/12/17

COR/HUD-

VASH

Managers on an announced or unannounced basis

Knowledge gained by training participants Training participants will demonstrate knowledge acquired through the training verification

Online post-training survey/COR and

HUD-VASH

managers

Within one week after each

Training Type

#2 session

There will be an average score of

90% for the post-

Training Type #3: training on case management of Veterans temporarily placed in emergency housing until they can be housed at a HUD-VASH PBV site

Measurement/Metric Surveillance

Method/Performed

By

Frequency/Due

Date

Acceptable

Quality

Level

Development of curriculum and training materials

Training content and materials will incorporate all elements outlined in the PWS as well as any additional agreed-upon elements identified during the post-award conference follow-up discussion

Review of draft training presentation and materials/COR and

HUD-VASH

Managers

At least one month before first training of

Training Type

#3

95% of all agreed-upon elements are identified in training materials.

Development of post-training knowledge survey

Post-training survey developed by vendor will incorporate all agreed-upon elements between vendor and

VA.

Review of participant post-training knowledge survey draft/COR and HUD-VASH

Managers

At least one month before first training of

Training Type

#3

95% of all agreed-upon elements are identified in the post-training survey.

Training implementation

Training will include all agreed-upon elements during actual training presentation.

Direct

Observation/COR and HUD-VASH

Managers

First training to occur within four weeks after the training presentation

95% of all agreed-upon elements presented

Original Date: 10/12/17 and post-training tests are completed.

Subsequent trainings will be reviewed by the

COR/HUD-

VASH

Managers on an announced or during the training.

Knowledge gained by training participants

Training participants will demonstrate knowledge acquired through the training verification

Online post-training survey/COR and

HUD-VASH

managers

Within one week after each

Training Type

#3 session

There will be an average score of

90% for the post-

4. TYPE OF CONTRACT

The Government contemplates award of a Firm-Fixed-Price contract resulting from this solicitation.

5. SECURITY REQUIREMENTS.

No access to the Department of Veterans Affairs computer system is required. The C&A requirements do not apply and a Security Accreditation Package is not required.

6. GOVERNMENT-FURNISHED EQUIPMENT (GFE)/GOVERNMENT-FURNISHED

INFORMATION (GFI).

Projectors, speakers, setting arrangement, and space location will be provided.

7. HOURS OF OPERATION

The contractor is responsible for conducting business, between the hours of 8:00 A.M. EST and 5:00 P.M. EST. Monday thru Friday except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar

Government directed facility closings. The Contractor shall, at all times, maintain an adequate workforce for the uninterrupted performance of all tasks defined within this SOW when the Government facility is not closed for the above reasons. When hiring personnel, the

Contractor shall keep in mind that the stability and continuity of the workforce are essential.

8. RECOGNIZED HOLIDAYS

The contractor is not required to work on Federally recognized holidays. Federally recognized holidays:

New Year’s Day Labor Day

Martin Luther King Jr.’s Birthday Columbus Day

President’s Day Veteran’s Day

Memorial Day Thanksgiving Day

Independence Day Christmas Day

9. CONTRACTING OFFICERS REPRESENTATIVE (COR)

No service shall be provided without the approval of the Contracting Officers Representative

(COR) or his/her designee of this contract. The Contractor shall not accept any instructions issued by any other person(s) other than the Contracting Officer or his/her delegated representative acting within the limits of his/her authority.

Delegation of Authority letter(s) shall be forwarded to the Contractor after contract award identifying the COR(s) and all representatives of VASDHS authorized to order services and to accept or reject services from the Contractor. This designation shall be furnished in writing to the

Contractor prior to commencement of the contract.

10. CHANGES

The Contractor is advised that only the Contracting Officer, acting within the scope of the contract has the authority to make changes which may affect the contract terms and conditions quality, quantity, price, and/or delivery. The Contractor shall contact the Contracting Officer for approval in the event there are changes prior to proceeding. No other individual has the authority to make this binding changes and/or commitments. In the event that the Contractor commits to such changes at the direction of any person other than the Contracting Officer, the changes shall be considered to have been made without proper authority and no adjustment shall be made in contract price to cover any increase in costs incurred as a result thereof.

11. FEDERAL HOLIDAYS

Work to be accomplished during normal work hours, excluding Federal Holidays or any other holiday declared by the President of the United States as a national holiday. Whenever a scheduled pick-up falls on a federal holiday, the Contractor shall consult with the COR to determine if a deviation from the work schedule is necessary.

Listed below are the legal Government holidays.

New Year’s Day 1 January

Martin Luther King’s Birthday Third Monday in January

President’s Day Third Monday in February

Memorial Day Last Monday in May

Independence Day 4 July

12. NORMAL WORKING HOURS

Normal working hours are defined as 7:00 AM to 3:30 PM during weekdays Monday through

Friday, excluding weekends and National Holidays. Contractor to work during normal working hours unless otherwise coordinated with the VA COR. If the Contractor proposes different hours of operation, and the Government accepts the Contractor’s proposal, the Contractor’s proposed hours of operation shall prevail.

13. OVERTIME AND HOLIDAYS

Any overtime or holiday pay that may be entitled to Contractor personnel performing under this contract shall be the sole responsibility of the Contractor and shall not be billed to nor reimbursed by the Government.

14. SECURITY BACKGROUND CHECKS

All Contractor employees who require access to the Department of Veterans Affairs computer system shall be the subject of a background investigation and must receive a favorable adjudication from the VA Office of Security and Law Enforcement prior to contract performance. This requirement Is applicable to Sub-Contractor personnel requiring the same access. The Contractor at the time of award shall certify that their employees working under this contract have had Security Background Checks prior to working at the VASDHS.

15. CONTRACTOR SECURITY REQUIREMENTS

The Office of Security and Law Enforcement provides Department-wide policy on the assignment of appropriate position sensitivity designations associated with Department of Veterans Affairs

(VA) positions involving national security and public trust responsibilities, and on the level of background investigations required for applicants for, and incumbents of, those positions.

The cost for such investigations shall be borne by the Contractor, either in advance or as reimbursement to the Government. The level of sensitivity shall be determined by the

Government on the basis of the type of access required. The level of sensitivity will determine the depth of the investigation and the cost thereof. At this time, the current estimated costs for such investigations are as follows:

Level of Sensitivity Background Investigation Level Approximate Cost

Low Risk National Agency Check with Written

Inquiries

$ 381.00

Moderate Risk Minimum Background Investigation $ 1,730.00

High Risk Background Investigation $ 4,431.00

Labor Day First Monday in September

Columbus Day Second Monday in October

Veterans Day 11 November

Thanksgiving Day 4th Thursday in November

Christmas Day 25 December

The Contractor shall furnish all applicable employee information required to conduct the investigation, such as, but not limited to, the name, address, and social security number of the

Contractor’s personnel. The VA will provide all the necessary instructions and guidance for submission of the documents required to conduct the background investigation. Background investigations shall not be required for contract personnel assigned to Low Risk/Non-sensitive positions for 180 days or less under a single contract or series of contracts. However, a Security

Access Clearance (SAC) background screening will be required for appropriate preliminary checks IAW VA Directive 0710.

16. CONTRACTOR SUBMITTALS /INSURANCE REQUIREMENTS

Contractor shall be required to provide copies of the following: The Contractor is required to comply with Federal and State Workers Compensation and liability insurance. Reference FAR clause 52.228-5-Insurance and Subpart 28.307-2-Liability. Within 15 days of contract award the

Contractor shall furnish to the Contracting Officer certification from his/her insurance company indicating that the coverage has been obtained and that it may not be changed or cancelled without guaranteed thirty (30) day notice to the Contracting Officer. New certifications shall be furnished prior to the expiration date.

19. CONTRACT AWARD MEETING AND COMMENCEMENT OF WORK

The Contractor shall not commence performance on the tasks in this SOW until the CO has conducted a kick-off meeting, or has advised the contactor that a kick off meeting shall not be required based on the request of the customer.

17. CONFLICT OF INTEREST

The Contractor shall not employ any person who is an employee of the United States

Government if the employment of that person creates a conflict of interest. The Contractor shall not employ any person who is an employee of the Department of Veterans Affairs (VA) unless such person seeks and receives approval in accordance with VA Regulations and public law. Nor shall the Contractor employee any person who is a member of the immediate family of a VA employee employed at the VA Health Care System if the employment of that family member would create a conflict of interest or appearance of a conflict of interest, particularly with regard to influencing the contract negotiations, terms of the contract, or the work carried out under the contract.

In any such case, the VA must review the matter and give its approval in accordance with agency ethics rules. Contractor shall ensure no violation of ethics occurs between VA staff, VA patients and families of VA staff. Staff shall not accept, solicit, allow or invite gifts, gratuities, sales of items, etc. Any occurrence shall be reported to the COR along with corrective action taken, and the reports will be kept on file for the duration of the contract. The parties agree that the contract personnel working under this contract shall not be considered VA employees for any purpose and shall be considered employees of the Contractor.

20. CONTRACTOR POINT OF CONTACT

The Contractor shall assign a Point of Contact (POC) and an alternate POC for the purpose of ensuring compliance with all the terms and conditions of this contract and who shall be responsible for administration and clinical matters in the performance of services under this contract. The POC shall have full authority to act for the Contractor on all matters relating to the daily operation of this contract. The POC shall be available by telephone Monday through

Friday, between 7:30 a.m. to 4:00 p.m. excluding National Holidays.

Point of Contact (Full Name):

Telephone Number:

E-mail Address:

Alternate Point of Contact (Full Name):

Telephone Number:

E-mail Address:

22. VA POLICY & REGULATIONS

a. Parking Policy

It is the responsibility of Contractor personnel to park only in designated parking areas.

Parking information is available from the VA Police. The VA shall not invalidate or make reimbursement for parking violations of Contractor’s personnel under any circumstances.

b. Smoking Policy

Smoking is not permitted within or around the VA Healthcare System facilities, except in designated areas. Smoking is allowed in smoking shelters and in all outside areas that are

40 feet away from entrances to buildings unless indicated otherwise. Enclosed patios connected to facility buildings are considered part of the building and as such are non-smoking areas.

c. Badges

All Contractor personnel shall be required to wear VA provided identification (I.D.)

badges above the waist at all times while on the VA grounds. Contractors shall be required to coordinate with COR to obtain the VA provided I.D. badges for all staff. All

VA provided I.D. badges shall be returned at the end of the contract or upon completion of service. Failure to wear ID badges may result in removal from any of the VA facilities and/or otherwise referred to federal property.

d. Phones - Government telephones shall not be used for personal reasons.

Period of Performance

The delivery/task order period of performance is one 12-month base period and one (1) 12-month option period as follows:

Base Year: September 29, 2018 through September 28, 2019

Original Date: 10/12/17

Option Year 1: September 29, 2019 through September 28, 2020

Delivery shall be provided per schedule stated on page 1-4.

Place of Performance

VA Greater Los Angeles Healthcare System

11301 Wilshire Blvd.

Los Angeles, CA 90073

Lowest price offeror who meets the special standard of responsibility will be awarded the contract. The government will evaluate information based on the following evaluation criteria:

Special Standard of Responsibility- Specialized Experience. This special standard of responsibility shall be used to determine the offeror’s specialized experience in providing Community Engagement Reintegration Services Case Management Training (CERSCMT). The offeror shall provide evidence of their specialized experience providing CERSCMT Training

Courses. Specifically, the offeror shall provide a narrative summary in no more than two

(2) pages demonstrating their experience in providing CERSCMT Training Courses.

The full text of FAR provisions or clauses may be accessed electronically at http://acquisition.gov/comp/far/index.html.

The following solicitation provisions apply to this acquisition:

1. FAR 52.212-1 - Instructions to Offerors–Commercial Items (Jan 2017)

2. FAR 52.212-2 - Evaluation—Commercial Items (Oct 2014)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered.

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the

Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of Provision) http://acquisition.gov/comp/far/index.html

3. FAR 52.212-3 - Offerors Representations and Certifications–Commercial Items (Nov

2017)

Offerors must complete annual representations and certifications on-line at http://orca.bpn.gov in accordance with FAR 52.212-3, “Offerors Representations and Certifications–Commercial

Items.” If paragraph (j) of the provision is applicable, a written submission is required.

The following contract clauses apply to this acquisition:

4. FAR 52.212-4 - Contract Terms and Conditions–Commercial Items (Jan 2017)

(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 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.

Original Date: 10/12/17

(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

Original Date: 10/12/17 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;

Original Date: 10/12/17

(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 at 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.

Original Date: 10/12/17

(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 32.608-2 of the Federal Acquisition Regulation 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.

Original Date: 10/12/17

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.

Original Date: 10/12/17

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the

SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart

42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the

Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s

SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within

Original Date: 10/12/17 the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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 Use 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)

5. FAR 52.212-5 - Contract Terms and Conditions Required to Implement Statutes or

Executive Orders (JAN 2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or

Executive orders applicable to acquisitions of commercial items:

https://www.acquisition.gov/

Original Date: 10/12/17

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further

Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(3) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting

Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with

Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C.

3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment

Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the

American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards

(OCT 2016) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved]

[] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts

(OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters

(Jul 2013) (41 U.S.C. 2313).

[] (10) [Reserved]

[] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15

U.S.C. 657a).

[] (ii) Alternate I (NOV 2011) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (JAN 2011) of 52.219-4.

[] (13) [Reserved]

[] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[] (iii) Alternate II (NOV 2011).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-7.

[] (iii) Alternate II (Mar 2004) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (NOV 2016) (15 U.S.C. 637(d)(2) and (3)).

Original Date: 10/12/17

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2017) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (NOV 2016) of 52.219-9.

[] (v) Alternate IV (NOV 2016) of 52.219-9.

[] (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

[] (19) 52.219-14, Limitations on Subcontracting (JAN 2017) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

[] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside

(NOV 2011) (15 U.S.C. 657f).

[x] (22) 52.219-28, Post Award Small Business Program…