SOL-DOC 75ACF124R00004 20240408.docx

POST RELEASE LEGAL & RELATED SERVICES SOLICITATION NO. 75ACF124R00004

Administration for Children and Families (ACF) Office of Refugee Resettlement (ORR) Page 64 of 71

SECTION A - SOLICITATION/CONTRACT FORM

1. This is a solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) Parts 12, 15 and 16.5 supplemented with additional information included in this award. This announcement constitutes the only solicitation; proposals are being requested.

2. Industry questions or comments shall be submitted to Emily Graham (Contracting Officer) and Drena Vining (Contract Specialist) at CGSDRFPS@acf.hhs.gov. All questions and comments concerning this RFP must be submitted in writing. Verbal questions/comments will not be entertained. A cutoff date for receipt of industry written questions and comments on the RFP is 12:00PM Eastern Time on Month XX 2024.

3. This requirement encompasses contractor support to provide immigration and related legal services for Unaccompanied Children (UC) post-release from the United States Department of Health and Human Services (HHS), Administration for Children and Families (ACF) Office of Refugee Resettlement (ORR) care and custody. Section 462(g)(2) of the Homeland Security Act of 2002, defines an unaccompanied child as a child who: (1) has no lawful immigration status in the United-States; (2) has not attained 18 years of age; and (3) with respect to whom (i) there is no parent or legal guardian in the United States, or (ii) no parent or legal guardian in the United States is available to provide care and physical custody.

4. The anticipated ordering period for the Multiple-Award Indefinite Delivery Indefinite Quantity (MA-IDIQ) contract(s) is listed below:

Base Ordering Period: 6/28/2024 – 6/27/2029 Optional Ordering Period 1: 6/28/2029 – 12/27/2029

5. The Government intends to award up to three (3) Indefinite Delivery, Indefinite Quantity (IDIQ) contracts but reserves the right to make only a single award, make more than three awards, or not to make an award, if deemed to be in the best interest of the Government.

6. To be considered for award, all offerors must be registered in the System Award Management website (https://www.SAM.gov).

7. This RFP should not be discussed with any Government employee except the Contracting Officer, Emily Graham, and the associated Contract Specialist, Drena Vining. Failure to adhere to this restriction may be grounds to declare your firm ineligible for consideration of any award resulting from this competitive solicitation.

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 BRIEF DESCRIPTION OF SERVICES

The PRLS MA-IDIQ contract shall provide analytical and professional services to establish increased capacity for legal services for unaccompanied children released from ORR care and custody, who are not otherwise receiving immigration and related legal services. This contract shall also provide legal services for other populations eligible for legal services funded by the ORR, if requested by the government. The Homeland Security Act of 2002, Section 462(g)(2), defines an unaccompanied child as a child who: (1) has no lawful immigration status in the United States; (2) has not attained 18 years of age; and (3) with respect to whom (i) there is no parent or legal guardian in the United States, or (ii) no parent or legal guardian in the United States is available to provide care and physical custody. Contractor support shall expand the number of unaccompanied children who have access to legal representation and other legal services, as part of ORR’s goal of ensuring all unaccompanied children have access to immigration legal services.

B.2 TYPE OF CONTRACT

Multiple Award, Indefinite Delivery Indefinite Quantity (MA-IDIQ)

B.3 TYPE OF ORDERS INDEFINITE DELIVERY INDEFINTE QUANTITY (IDIQ)

Task orders issued under this IDIQ contract shall be:

Firm Fixed Price (FFP); Hybrid FFP with Time and Materials (T&M), or T&M.

B.4 MINIMUM AND MAXIMUM QUANTITIES (IDIQ)

In Accordance with FAR 16.504 (a) - An indefinite-quantity contract provides for an indefinite quantity, within stated limits, of supplies or services during a fixed period. The Government places orders for individual requirements. Quantity limits may be stated as number of units or as dollar values.

During the contract period, the Government shall place orders totaling $2,534.53 for each MA-IDIQ for direct legal support of UC post release of ORR care and custody. This reflects the contract minimum guarantee for the entire period of performance, including any options. The contract maximum for the entire period of performance, including any options, shall be for the placement of orders totaling up to a maximum of $789,758,631.00 across all MA-IDIQ awards.

B.4.1 The Government intends to award up to three (3) Indefinite Delivery, Indefinite Quantity (IDIQ) contracts but reserves the right to make only a single award, make more than three awards, or not to make an award, if deemed to be in the best interest of the Government.

B.4.2 The specific supplies/services and quantities will be identified on each task order issued under the base contract.

B.5 CONTRACT LINE-ITEM PRICING (IDIQ)

1. The price for each task order will be based on the negotiated unit prices listed below and estimated level of effort, or firm fixed price amount, to be determined at the time of task order award.

1.

1. The Contractor will be reimbursed in accordance with the pricing section of each task order for satisfactory performance of the work.

The Contractor shall not exceed the maximum, fully burdened hourly rates (inclusive of wages, indirect costs such as fringe, overhead, general and administrative expenses, any other indirect costs for labor, and profit) for each category listed below.

Loaded Labor Rate

Loaded Labor Rate

B.6 AUTHORIZED OFFICE TO ISSUE TASK ORDERS

In accordance with FAR 16.505 and FAR 52.216-18, the HHS, ACF Government Contracting Services (GCS) is the only activity authorized to issue orders under this contract.

(End of Section B)

SECTION C – PERFORMANCE WORK STATEMENT (PWS) – See Attachment 1

(End of Section C)

SECTION D - PACKAGING AND MARKING

D.1 PACKAGING AND MARKING

All deliverables shall be delivered to the Contracting Officer’s Representative (COR) identified in Section G and shall be marked as follows:

D.2 PAYMENT OF POSTAGE AND FEES

All postage and fees related to submitting information including forms, reports, etc. to the Contracting Officer or COR shall be paid by the Contractor.

(End Section D)

SECTION E - INSPECTION AND ACCEPTANCE

Pursuant to FAR clause 52.212-4, all work described in Section C to be delivered under this contract is subject to final inspection and acceptance by an authorized representative of the Government. The authorized representative of the Government is the COR, who is responsible for inspection and acceptance of all services, materials, or supplies to be provided by the Contractor.

E.1 Inspection and Acceptance Criteria

Final inspection and acceptance of all work performed, reports and other deliverables shall be performed at the place of delivery by the COR.

E.1.1 General Acceptance Criteria

General quality measures, as set forth below, shall be applied to each work product received from the Contractor under this Performance Work Statement (PWS).

• Accuracy. Work Products shall be accurate in presentation, technical content, and adherence to accepted elements of style.

• Clarity. Work Products shall be clear and concise. Any/all diagrams shall be easy to understand and be relevant to the supporting narrative.

• Consistency to Requirements. All work products must satisfy the requirements of this Statement of Work.

• File Editing. All text and diagrammatic files shall be editable by the Government.

• Format. Work Products shall be submitted in hard copy and electronic copy. The electronic copy must be in a format as indicated in the Deliverables Table.

(End Section E)

SECTION F – DELIVERIES OR PERFORMANCE

F.1 ANTICIPATED PERIOD OF PERFORMANCE (IDIQ)

Base Ordering Period: 06/28/2024 – 06/27/2029 Optional Ordering Period 1: 06/28/2029 – 12/27/2029

Option periods may be exercised in accordance with FAR clause 52.217-9 entitled "Option to Extend the Term of the Contract”

The period of performance for individual task orders can extend beyond the expiration date of the IDIQ in accordance with FAR clause 52.216-22. Options on task orders may be exercised after the expiration date of the IDIQ.

F.2 PLACE OF PERFORMANCE

See PWS Section 1.6

F.3 DELIVERABLES AND DELIVERY SCHEDULE (IDIQ)

The contractor shall submit all required deliverables in accordance with the schedule established in each individual task order. Deliverables submitted under each individual task order shall reference and cite the contract number and the specific task order number.

(End of Section F)

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 PROVISIONS APPLICABLE TO MATERIAL COSTS (IDIQ)

For Time and Material task orders, unless otherwise expressly provided elsewhere in the contract or in any modification thereto, the cost of the following items or activities shall be unallowable as material costs:

Any equipment having a unit acquisition cost in excess of $5,000.00, of which the Contractor wishes to be reimbursed as a material cost, shall not be acquired by the Contractor without the specific advance written approval of the Contracting Officer.

G.2 CONFERENCE EXPENSES.

Unless the Contracting Officer provides explicit written approval for conference expenses, conference expenses are not allowable under this contract. For purposes of this contract, conference and conference expense are defined in the HHS Policy on Promoting Efficient Spending, specifically Attachment 1, Use of Appropriated Funds for Conferences and Meeting Space dated January 23, 2015. The attachment also provides a list of typical HHS meetings and events that are not considered conferences at Exhibit 2. The policy and associated attachments are located at the following site: http://www.hhs.gov/grants/contracts/contract-policies-regulations/index.html

G.3 AUTHORITIES OF GOVERNMENT PERSONNEL

Notwithstanding the Contractor's responsibility for total management during the performance of this contract, the administration of this contract will require maximum coordination between the Government and the Contractor. The following individuals will be the Government's points of contact during the performance of this contract:

Contracting Officer Name: Emily Graham Agency: ACF GCS Phone: (301) 741-3560 Email: emily.graham@acf.hhs.gov

All communications pertaining to contractual and/or administrative matters under this contract shall be sent to:

Contract Specialist Name: Drena Vining Agency: ACF GCS Phone: (202) 924-6376 Email: drena.vining@acf.hhs.gov

Contracting Officer's Representative Name: TBD at task order level.

Address: TBD at task order level.

Phone: TBD at task order level.

Email: TBD at task order level.

Note: The Contracting Officer is the only individual authorized to modify the contract.

G.4 CONTRACTING OFFICER'S REPRESENTATIVE (COR) AUTHORITY

(a) Performance of work under this contract must be subject to the technical direction of the Contracting Officer's Representative identified above, or a representative designated in writing. The term "technical direction" includes, without limitation, direction to the contractor that directs or redirects the labor effort, shifts the work between work areas or locations, fills in details and otherwise serves to ensure that tasks outlined in the work statement are accomplished satisfactorily.

(b) Technical direction must be within the scope of the specification(s)/work statement.

The Contracting Officer's Representative does not have authority to issue technical direction that:

(1) Constitutes a change of assignment or additional work outside the specification(s)/statement of work.

(2) Constitutes a change as defined in the clause entitled "Changes”.

(6) Directs, supervises or otherwise controls the actions of the contractor's employees.

(c) Technical direction may be oral or in writing. The Contracting Officer's Representative (COR) shall confirm oral direction in writing within five workdays, with a copy to the Contracting Officer (CO).

(d) The contractor shall proceed promptly with performance resulting from the technical direction issued by the COR. If, in the opinion of the contractor, any direction of the COR, or his/her designee, falls within the limitations in (b), above, the contractor shall immediately notify the Contracting Officer no later than the beginning of the next Government workday.

(e) Failure of the contractor and the Contracting Officer to agree that technical direction is within the scope of the contract shall be subject to the terms of the clause entitled "Disputes."

G.5 INVOICES

Unless otherwise specified in an individual order the Contractor shall submit invoices as follows:

ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS – INVOICE PROCESSING PLATFORM (IPP) (MARCH 2022)

· All Invoice submissions for goods and or services delivered to facilitate payments must be made electronically through the U.S. Department of Treasury’s Invoice Processing Platform System (IPP).

· Invoice Submission for Payment means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract. The IPP website address is: https://www.ipp.gov

· The Agency will enroll the Contractors new to IPP. The Contractor must follow the IPP registration email instructions for enrollment to register the Collector Account for submitting invoice requests for payment. The Contractor Government Business Point of Contact (as listed in SAM) will receive Registration email from the Federal Reserve Bank of St. Louis (FRBSTL) within 3 – 5 business days of the contract award for new contracts or date of modification for existing contracts.

· Registration emails are sent via email from ipp.noreply@mail.eroc.twai.gov. Contractor assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email to IPPCustomerSupport@fiscal.treasury.gov or phone (866) 973-3131.

· The Contractor POC will receive two emails from IPP Customer Support, the first email contains the initial administrative IPP User ID. The second email, sent within 24 hours of receipt of the first email, contains a temporary password. You must log in with the temporary password within 30 days.

· If your company is already registered to use IPP, you will not be required to re-register.

· If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment as authorized by HHSAR 332.7002, a written request must be submitted to the Contracting Officer to explain the circumstances that require the authorization of alternate payment procedures.

Additional Government Contract Services requirements:

(i) The contractor shall submit invoices under this contract once per month. For indefinite delivery vehicles, separate invoices must be submitted for each order.

(ii) Invoices must break-out price/cost by contract line-item number (CLIN) as specified in the pricing section of the contract.

(iii) Invoices that include time and materials or labor hours CLINS must include supporting documentation to (1) substantiate the number of labor hours invoiced for each labor category, and (2) substantiate material costs incurred (when applicable).

(iv) Invoices submitted to IPP are limited to 10MB. Backup support should be sent to the contracting officer, contract specialist, and COR in the event it causes the file size to exceed the limit.

G.6 TRAVEL RELATED COSTS (IDIQ)

If travel is authorized in individual task order, the Contractor will be reimbursed for all domestic travel as described below, incurred directly and specifically in the performance of this contract, claimed by the Contractor and accepted by the Contracting Officer. Contractor shall seek advanced approval from COR prior to incurring costs for travel.

Domestic travel expenses incurred by the Contractor in direct performance of the contract shall be reimbursed provided such travel is necessary for the performance of this contract and the cost does not exceed:

a. The lowest customary standard, coach, or equivalent airfare offered during normal business hours for air travel except when such accommodations: 1) require circuitous routing, 2) require travel during unreasonable hours, 3) excessively prolong travel, 4) result in increased costs that would offset transportation savings, 5) are not reasonably adequate for the physical or medical needs of the traveler, or 6) are not reasonably available to meet mission requirements. In order for costs in excess of customary standard or coach airfare to be considered allowable, the applicable exception must be documented and justified.

b. Costs of rail travel by most direct route, coach-class accommodations.

c. The prevailing mileage rate set forth in the Federal Travel Regulation (FTR) or reasonable actual expenses for travel by motor vehicle. Travel by motor vehicle, including rented automobile, shall be reimbursed on a reasonable actual expense basis, or at the Contractor's option, on a mileage basis at the prevailing FTR rate, plus any toll or ferry charges.

d. The prevailing rates set forth in the FTR for lodging, meals and incidental expenses.

G.7 ORDER TRACKING

If orders are placed under this contract, the contractor shall submit to the COR and Contracting Officer an Order Tracking Report 12 months from the date of IDIQ award and every 12 months thereafter. The report shall be cumulative and at a minimum, include the following details:

· Order number

· Ordering activity name

· Period of performance

· Total estimated dollar amount (inclusive of options)

(End of Section G)

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 KEY PERSONNEL

In accordance with the key personnel terms included in the contract, key personnel will be specified at the task order level.

H.2 PROHIBITION AGAINST PERSONAL SERVICES

The Contractor shall not perform personal services under this contract. Contractor personnel are employees of the Contractor or its subcontractors and are under the administrative control and supervision of the Contractor. A Contractor supervisor must give all individual Contractor employee assignments and daily work direction. The Government will not supervise or direct Contractor employees in the performance of their assignments. If at any time the Contractor believes that any Government action or communication has been given that would create a personal service relationship between the Government and any Contractor employee, the contractor shall promptly notify the Contracting Officer of this communication or action. The Contractor shall not perform any inherently governmental functions under this contract. No Contractor employee shall represent or give the appearance that he/she is a Government employee, agent or representative. No Contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. The Contractor is responsible for ensuring that all employees assigned to this contract understand and are committed to following these requirements.

H.3 CONTRACTOR PERFORMANCE EVALUATION(S)

Order Level Evaluations:

For individual orders exceeding the reporting threshold, performance shall be evaluated on an interim and final basis pursuant to FAR Subpart 42.15. Interim evaluations shall be initiated in conjunction with the exercise of options under orders, when applicable. For orders without options, interim evaluations shall occur on an annual basis upon completion of the first year. The Contractor Performance Assessment Reporting System (CPARS) shall be used for these reviews. Information on CPARS is located at http://www.cpars.gov

Contractors may, at their discretion, submit a self-assessment to the COR and contracting officer to consider when documenting performance, at no additional cost. The self-assessment should be submitted to the COR and contracting officer at least 100 days prior to the expiration of the assessment period.

H.4 RESTRICTIONS ON CONTRACTOR ACCESS TO GOVERNMENT OR THIRD-PARTY INFORMATION

The purpose of this clause is to set forth the restrictions that will govern Contractor employees’ access to Government or third-party information in order to protect the information from unauthorized use or disclosure.

A. Under this contract, the Contractor will have access to proprietary information and other nonpublic information.

B. Restrictions on use and disclosure of information.

(1) With regard to any information to which the Contractor is given access in performance of this contract, whether the information comes from the Government or from third parties, the Contractor shall:

(ii) Safeguard information from unauthorized use and disclosure.

(2) Unless specifically permitted in writing by the Contracting Officer, the Contractor shall not use information acquired in performance of the contract, or generated by or for the Government to:

(i) Compete for work for the Government; or

(ii) Submit an unsolicited proposal to the Government.

(3) If the Contractor is exposed to information that is marked in a way that indicates the Contractor should not receive this information, the Contractor shall:

C. Breach of any of the conditions of this section of the contract may provide grounds for the Government to:

(ii) Require the contractor to terminate the subcontractor.

(iii) Suspend contractor payments.

(iv) Terminate this contract for default or cause.

(vi) Pursue such other remedies as may be permitted by law, regulation, or this contract.

D. Unauthorized disclosure or other misuse of information protected by the Privacy Act of 1974 may result in a fine up to $5000 and /or other penalties. In addition, unauthorized disclosure or other misuse of information covered under the Federal Trade Secrets Act (18 USC 1905) may result in a fine, or imprisonment up to 1 year, or both.

E. The Contractor shall flow down this clause to subcontractors at all tiers.

H.5 PRE-AWARD ORGANIZATIONAL CONFLICT OF INTEREST

If the Government determines that an organizational conflict of interest (OCI) exists, that cannot be satisfactorily avoided, neutralized, or mitigated or waived, the Contracting Officer may determine that the offeror is not eligible for award. The Government reserves the right to only consider mitigation plans proposed by the apparent successful offerors in accordance with FAR 9.504(e). The process of requesting and reviewing an OCI mitigation plan and any revisions to such a plan does not constitute discussions as described in FAR 15.306.

H.6 POST-AWARD ORGANIZATIONAL CONFLICT OF INTEREST

a. General: The Contractor shall have programs in place to identify, report, and mitigate actual and potential conflicts of interest for itself, its employees, subcontractors, and consultants. The existence of such programs and the disclosure of known actual or potential conflicts are material performance requirements of this contract.

b. Disclosure: The Contractor shall report all actual and potential conflicts of interest pertaining to this contract to the Contracting Officer, including those that would be caused by a contemplated modification to this contract/order or another contract. Such reports shall be in writing (including by email). Upon request, the Contractor shall respond to a Contracting Officer's request for an OCI mitigation plan.

c. Resolution: In the event the Contracting Officer determines that a conflict of interest exists, based on disclosure from the Contractor or from other sources, the Contracting Officer shall take action which may include, but is not limited to, requesting a mitigation plan from the Contractor, terminating part or all of the contract, modifying the contract or obtaining a waiver in accordance with applicable law, including FAR 9.503 as applicable.

H.7 DEPARTMENT OF LABOR WAGE DETERMINATIONS

Please refer to Section J for Department of Labor Wage Determinations incorporated into the contract.

H.8 SPECIAL ORDERING PROCEDURES (IDIQ)

Special conditions such as Section 508 Compliance, HSPD-12, Human Subjects, etc. will be addressed at the task order level when the requirement is defined.

The Request For Task Order Proposal (RFTOP) package will include special instructions that are particular to the requirement. Provisions specific to the work to be performed under an order will be included in the RFTOPs per applicable regulations and policies.

H.9 ORDERING PROCEDURES (IDIQ)

H.9.1 The competition requirements in Part 6 and the policies in Subpart 15.3 do not apply to the ordering procedures for this MA-IDIQ contract.

H.9.2 The Contractor will be provided with a description of the work to be performed (Statement of Work or Performance Work Statement), schedule of deliverables and other additional instructions as needed for each individual task order to be issued under this contract. These documents, collectively referred to as a Request for Task Order Proposal (RFTOP), will be issued by email. All Awardees shall confirm receipt of RFTOP via e-mail and advise if they intend to submit a task order proposal as a result of the RFTOP. The Government reserves the right to conduct analysis in accordance with FAR 15.404-1(b) and negotiate for lower pricing for specific task orders. It may be necessary to add labor categories during performance of the IDIQ to cover the scope of work. Rates for those labor categories will be evaluated at the task order level for reasonableness.

H.9.3 The RFTOP package will include special instructions that are particular to the requirement. Provisions specific to the work to be performed under an order will be included in the RFTOPs per applicable regulations and policies.

H.9.4 Each RFTOP will identify whether the Government intends to determine best value for task order award based upon Tradeoff or Lowest Price Technically Acceptance (LPTA) source selection procedures.

H.9.4.1 Best Value Tradeoff Procedures:

A tradeoff process is appropriate when it may be in the best interest of the Government to consider award to other than the lowest priced proposal or other than the highest technically rated proposal. This process permits tradeoffs among cost or price and non-cost factors and allows the Government to accept other than the lowest priced proposal. The perceived benefits of the higher priced proposal that merits the additional cost, will be incorporated into the resultant task order.

When using a tradeoff process, the following apply:

All evaluation factors and significant sub factors that will affect contract award and their relative importance will be clearly stated in the RFTOP); and The RFTOP will state whether all evaluation factors other than cost or price, when combined, are significantly more important than, approximately equal to, or significantly less important than cost or price.

H.9.4.2 Best Value LPTA Procedures

Best Value Lowest Price Technically Acceptable (LPTA) source selection process is appropriate when best value is expected to result from selection of the technically acceptable proposal with the lowest evaluated price.

When using the LPTA process, the following apply:

The evaluation factors and significant sub factors that establish the requirements of acceptability will be set forth in the RFTOP. The Government intends to evaluate only the lowest-priced quote for technical acceptability. Higher priced quotes may not be evaluated for technical acceptability.

H.9.5 For task order award, the Government will conduct its evaluation in accordance with the requirements of FAR 16.505. The Contracting Officer may eliminate from the task order competition any proposal that was not submitted in accordance with the solicitation instructions. The Government will evaluate proposals against the evaluation criteria described in the RFTOP. The Contracting Officer may eliminate from the competition any offeror that receives an “Unacceptable” rating on any evaluation criterion. The Contracting Officer may engage in exchanges with offerors at any time after receipt of task order proposals. Exchanges conducted under the RFTOP are not governed by the procedures of FAR Part 15.

If clarifications or discussions occur with offerors under the RFTOP, such clarifications or discussions will be fair and equitable.

After the evaluation of proposals, the Contracting Officer will award an order to the offeror that represents the best value to the Government.

H.10 TASK ORDER INFORMATION (IDIQ)

a. Each task order will contain the following minimum information:

b. The Contractor shall submit separate invoices for each task order.

H.11 TASK ORDER/DELIVERY ORDER OMBUDSMAN

In accordance with FAR 16.504, the following individual has been designated as the Government GCS Task Order and Delivery Order Ombudsman:

Mr. Patrick Joy GCS Ombudsman U.S. Department of Health and Human Services General Contracting Services 330 C St. SW Washington, DC 20201 Email: patrick.joy@acf.hhs.gov

H.12 EQUAL EMPLOYMENT OPPORTUNITY POSTERS

To comply with the notice posting requirements of FAR clause 52.222-26 Equal Opportunity as incorporated into the contract, the contractor shall obtain the posters from the following link: https://www1.eeoc.gov/employers/poster.cfm.

H.13 CONTRACTOR PERSONNEL IDENTIFICATION

Contractor and subcontractor employees are required to identify themselves as contractor personnel in all contract related meetings with government personnel, or the general public, and in all contract related communication, to include oral and written correspondence.

At a minimum, emails and voicemails shall include the following details:

Name, Functional Job Title Contractor Company Name

On assignment with:

Applicable HHS Office Other contact details as necessary

(End of Section H)

SECTION I – CONTRACT CLAUSES

I.1 52.252-2 - CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://www.acquisition.gov/far/ and http://www.hhs.gov/hhsar/

The following clauses are incorporated by reference:

The following clauses are provided in full text:

I.2 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 33.

(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)

I.3 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES – ALTERNATE I (NOV 2021)

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

(2) If the Government…