75R60223R00026 Amendment 0001.pdf

(x)

75R60223R00026 x x

1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE

RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR

OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

x

Rockville MD 20857

OAMP

5600 Fishers Lane, Rm 14W26B Management and Policy Office of Acquisition

HHS/HRSA/OO/OAMP

05/10/20230001

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

FACILITY CODE CODE

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY

PAGE OF PAGES

4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

04/26/2023

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority) appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

E. IMPORTANT: Contractor is not is required to sign this document and return __________________ copies to the issuing office.

ORDER NO. IN ITEM 10A.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

Title: Program Management Office Supporting Initiatives that Strengthen COVID-19 Response and Address Emerging Public Health Emergencies

Procurement ID# BPHC3 C 5166

This Solicitation is hereby amended to provide response to the questions received as well as revising the following parts of the solicitation:

Section B - Supplies or Services and Prices/Costs

Section I - Contract Clauses

Section J - List of Attachments

Continued ...

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

JIMMY K. HUPALAR

STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

Previous edition unusable

Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect .

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 2

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

75R60223R00026/0001

Section L - Instructions to Offerors - Commercial

Products and Commercial Services

Section M - Evaluation - Commercial Products and

Commercial Services

Attachment A - Performance Work Statement

Attachment F - Service Contract Act Wage

Determination #2015-4265

Attachment G - Solicitation Questions and Answers

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

RFP: 75R60223R00026

Program Management Office Supporting Initiatives that Strengthen COVID-19 Response and Address Emerging Public Health Emergencies

SECTION A – STANDARD FORM (SF) 1449

This page is left blank intentionally.

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1. Purpose of Contract

The purpose of this requirement is for professional program management services to ensure the continued health center community access to public health emergency supplies which will strengthen HRSA’s ability to address emerging public health concerns and respond to emergencies. The required services will help enable HRSA to carry out public health preparedness and response protocols, coordination mechanisms, and training to enhance logistical support that enable health centers to respond to emerging health care issues.

B.2. Compensation Cost/Price

B.2.1. In consideration of the satisfactory performance of the services and tasks detailed in Section J– Attachment A- Performance Work Statement, the Contractor shall be compensated in accordance with the following amounts:

a. Base Period (Period of Performance June 30, 2023 – March 31, 2024)

The price to the Government for full performance of the base period under this contract will be

b. Option Period One (Period of Performance April 01, 2024 – March 31, 2025) The price to the Government for full performance of Option Period One, if exercised, under this contract will be $ .

c. Option Period Two (Period of Performance April 01, 2025 – March 31, 2026) The price to the Government for full performance of Option Period Two, if exercised, under this

d. Option to extend for 6 Months in accordance with FAR Clause 52.217-8 Options to Extend Services. (Period of Performance April 01, 2026 – October 31, 2026) The cost to the Government for full performance of Optional to extend, if exercised, under this

B.2.2. The total price for the Base Period and all options is $ .

SECTION C – DESCRIPTION/SPECIFICATIONS/ STATEMENT OF WORK

C.1 Performance Work Statement

Independently and not as an agent of the Government, the Contractor shall furnish all personnel, material, facilities, services, and equipment as needed to perform the Performance Work Statement forth in Section J (Attachment A) attached hereto and made part of this document.

SECTION D – PACKAGING AND MARKING

D.1 Packaging

All postage and fees related to submitting information including forms, reports, etc. to the Contracting Officer or Contracting Officer Representative (COR) are the responsibility of the contractor.

All submission shall be made via electronic mail unless otherwise specified by the CO or the COR designated in the contract.

D.2 Marking

All reports and documents shall have, at a minimum in the document header, the contract number, and the COR’s name. All reports and documents shall have, at a minimum in the document footer, the author in the lower left corner, the page # of total # of pages in the center bottom of the page, and the date and /or version of the document (not the auto date) in the lower right corner.

The Contractor shall deliver all items at the time indicated in the Deliverables Schedule.

All deliverable reports are to carry at the top of the first page the following information:

a) Contract number

b) Deliverable item number

c) Deliverable item delivery due date

d) Date of submission

SECTION E – INSPECTION AND ACCEPTANCE

E.1 Inspection and Acceptance

The Contracting Officer Representative (COR), as a duly authorized representative of the Contracting Officer, shall assume the responsibilities for monitoring the Contractor’s performance, evaluating the quality of services provided by the Contractor and performing final inspection and acceptance of all deliverables.

SECTION F – DELIVERIES OR PERFORMANCE

F.1 Observance of Federal Holidays

Official Holidays New Year’s Day January 1st Martin Luther King’s Birthday 3rd Monday in January Presidents’ Day 3rd Monday in February Memorial Day Last Monday in May Juneteenth June 19th Independence Day July 4th Labor Day 1st Monday in September Columbus Day 2nd Monday in October Veterans’ Day November 11th Thanksgiving Day 4th Thursday in November Christmas Day December 25th Inauguration Day Every fourth year, Washington, DC

No on-site services shall be performed, nor shall HHS reimburse a contractor for work performed on Federal legal holidays, holidays set forth by Presidential Executive Order and any other Government closures, including closures for inclement weather, unless otherwise provided for in the terms of the contract. The contractor may not bill for hours not worked.

F.2 Period of Performance

The period of performance shall be a base period of nine (9) months and two (2) twelve-month option periods. The option periods under this contract may be exercised in accordance with FAR clause 52.217- 9 Option to Extend the Term of the Contract (MAR 2000). Additionally, the Government may extend the services under this contract for an additional 6 months in accordance with FAR clause 52.217-8, Option to Extend Services. The period of performance under this contract shall commence with the effective date of the contract.

F.3 Schedule of Deliverables

Section 508 requires that all external public facing content and non-public facing official agency communications be accessible. Regardless of format, all digital content or communications materials produced as deliverables under this contract must conform to applicable Section 508 standards to allow federal employees and members of the public with disabilities to access information that is comparable to information provided to persons without disabilities.

The contractor shall complete and submit the applicable HHS Section 508 Accessibility Compliance Checklist (https://www.hhs.gov/web/section-508/accessibility-checklists/index.html) per Section 508 deliverable. The checklist will serve as an artifact declaration of the Section 508 deliverable's compliance. Remediation of any Section 508 deliverables that do not comply with the applicable requirements as set forth below shall be the contractor's responsibility.

HHS guidance and checklists regarding accessibility of documents can be found at https://www.hhs.gov/web/section-508/accessibility-checklists/index.html.

The HHS Section 508 Product Assessment Template (PAT) that is referenced above in 352.239-73 Electronic Information and Technology Accessibility Notice, Paragraph (c), has been replaced with the Voluntary Product Accessibility Template Version (VPAT) 2.1 or later, and is considered to meet http://www.hhs.gov/web/section-508/accessibility-checklists/index.html) http://www.hhs.gov/web/section-508/accessibility-checklists/index.html) http://www.hhs.gov/web/section-508/accessibility-checklists/index.html http://www.hhs.gov/web/section-508/accessibility-checklists/index.html

HHS PAT requirement. The new form can be downloaded from https://www.itic.org/policy/accessibility/vpat.

NOTE: ICT vs. EIT

Procurement documentation from HHS or other agencies may contain references to "EIT" (Electronic and Information Technology) and "ICT" (Information and Communications Technology). HHS considers these terms to be interchangeable, and "EIT" should always be interpreted to be "ICT" in any HHS procurement.

ITEM DESCRIPTION QUANTITY DUE DATE FORMAT

1 Provide Records Management training completion certificates

One certificate per staff

Within 30 days after contract award and upon new staff onboarding and thereafter completing the annual refresher course during the life of the contract.

PDF

2 Base period only. Agenda for the kickoff meeting and updated PM Plan, timeline, roster. Meeting minutes.

1 Agenda three (3) business days prior to kick-off meeting, PMP, timeline and roster within 10 days of EDOC; meeting minutes within 1 week. (base period only)

Microsoft Word

3 Bi-weekly conference call;

corrections and meeting minutes

26 each One (1) day prior to each bi-weekly call;

corrections one day after each call, in Microsoft Word

Agendas in Microsoft Word, Calls using Microsoft Teams

4 Ad hoc meeting at request of

COR

12 Ongoing Microsoft Teams

5 Bi-Weekly progress report and project updates

26 One (1) business day prior to bi-weekly calls

Microsoft Teams

6 Draft Final Report of all project accomplishments and recommendations

1 45 business days prior to the end of contract period of performance

Microsoft Word

7 Final Report 1 Within ten (10) business days of receiving feedback from COR

Microsoft Word

8 Integrated Project Management Plan (Base period only)

1 weekly Initially, three (3) days after EDOC and update weekly thereafter.

Microsoft Word

9 Public Health Priority Response Program

26 Ongoing Microsoft Word, and via email

10 Program Integrity and Risk Management

Ongoing Ongoing Microsoft Word, Microsoft Excel, email

11 Established Communications and Outreach Activities

Ongoing Ongoing Via email http://www.itic.org/policy/accessibility/vpat http://www.itic.org/policy/accessibility/vpat

12 Strategic Communication

Outreach: New FAQ Development

10 per year Ongoing Microsoft Word, Microsoft Excel, and

PowerPoint 13 Communication Outreach:

Leadership Briefing Materials

55 per year Ongoing Microsoft Word, Microsoft Excel, email and PowerPoint 14 Communication Outreach:

Specials Projects and Analysis

5 per year Ongoing Microsoft Word, Microsoft Excel, email and PowerPoint 15 Strategic Communication

Outreach: HPOP emails 200 per year Weekly/Ongoing Microsoft Word, Microsoft Excel, email, and PowerPoint

16 Strategic Communication Outreach: Weekly mail merge emails

1,000 per year weekly Microsoft Word, Microsoft Excel, email, and PowerPoint 17 Strategic Communication

Outreach: Ad-hoc emails and phone calls

1,000 per year varies Microsoft Word, Microsoft Excel, email, and PowerPoint 18 Strategic Communication

Outreach: Dissemination Materials

12 per year Due dates determined upon assignment

Microsoft Word, Microsoft Excel, email, and PowerPoint 19 Provide Program Data

Analytical Services Ongoing Ongoing Microsoft Word, Microsoft Excel, email, and PowerPoint

20 Provide weekly inventory and ordering analytic reports

Ongoing Ongoing Microsoft Word, Microsoft Excel, email, and PowerPoint 21 Weekly program evaluation Ongoing Ongoing Microsoft Word, Microsoft Excel, email, and PowerPoint

22 Weekly inventory analysis Ongoing Ongoing Microsoft Word, Microsoft Excel, email, and PowerPoint 24 Weekly evaluation analysis Ongoing Ongoing Microsoft Word, Microsoft Excel, email, and PowerPoint

25 Ad hoc data requests Ongoing Ongoing Microsoft Word, Microsoft Excel, email, and PowerPoint 26 Final Analytic Dataset 1 Within 10 business days prior to the end of period of performance

Microsoft Excel

27 Technical Assistance:

Program Update (newsletter)

26 (bi-weekly) 2 weeks from publish date

Microsoft Word, Microsoft Excel, email, and PowerPoint 28 Technical Assistance and

Performance Improvement Support: Content for Online Community Update

12 (monthly) Varies dependent on request date

Microsoft Word, Microsoft Excel, email, and PowerPoint

29 Technical Assistance and Performance Improvement

10 1-2 weeks from publics date

Microsoft Word, Microsoft Excel, email, and PowerPoint

Support: Fact Sheets, Infographics, One-Pagers

30 Technical Assistance and Performance Improvement Support: Ad Hoc Requests

25 Varies dependent on request date

Microsoft Word, Microsoft Excel, email, and PowerPoint

31 Completion of Non- Disclosure Agreement, Attachment E by Contractor and any subcontractor

One (1) each Prior to performing any work.

PDF

32 Roster One (1) each Due 14 days after award, and then 14 days after any changes.

Microsoft Word, email and PDF file to COR

F.4. Reporting Requirements and Deliverables

F.4.1. The contractor shall submit the items in quantities and during the time periods indicated above to the following email address:

Bureau of Primary Health Care Health Resources and Services Administration U.S. Department of Health and Human Services 5600 Fishers Lane Rockville, MD 20857 Email: TBD

F.4.2. All deliverables items are to be separate physical submissions.

F.4.3. All deliverables are subject to the review and approval/concurrence of the COR.

F.5 52.242-15 Stop-Work Order (Aug 1989)

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either-

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for

Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if-

(1) The stop-work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the

Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

(End of clause)

SECTION G – CONTRACT ADMINISTRATION DATA

G.1. Contracting Officer’s Authority

The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this contract, and, notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the Contractor makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract terms and conditions, including price.

G.2. Designation of Contracting Officer Representative (COR)

The person identified below is hereby designated as the Contracting Officer Representative (COR) for this contract. The responsibility of the COR is to ensure that the Government’s technical objectives are met. To this end, the COR will provide necessary information, direction, coordination, etc., within the contractual work description. Issuance of changes which affect the articles, terms, or conditions of this contract will be accomplished through the Contracting Officer who is the only party authorized to bind the Government to contract:

TBD

Bureau of Primary Health Care Health Resources and Services Administration U.S. Dept. of Health and Human Services 5600 Fishers Lane

Phone Number: TBD Email: TBD

G.3. Contracting Officer’s Representative’s Responsibility

Technical Direction – The COR will provide the necessary information, direction, and coordination within the confines of the existing contractual work description in order for the contract to have a successful outcome for the government.

This includes providing technical direction to the Contractor to guide the contract effort in order to accomplish the contractual performance work statement. This may include providing information to the Contractor for assistance in the interpretation of government provided information, specifications or technical portions of the work description, and where required by the contract, review and approval of product deliverables of the Contractor to the Government under the contract. Only the Contracting Officer has the authority to make a formal change to the contract.

G.4. Restrictions on the Contracting Officer’s Representative’s Authority

Direction given by the COR to the Contractor must be within the parameters of the Performance Work Statement as stated in the Contract.

The COR may not issue any direction to the Contractor that:

1. Solicits a proposal, OR

2. Constitutes an assignment of additional work outside the Performance Work Statement of this

Contract, OR

3. In any manner causes an increase in the total contract cost or the time required for contract performance, OR

4. Changes any of the express terms, conditions, or specifications of the Contract (i.e., changes in the cost or scope of work, instructions to start or stop work, approval of any actions that will result in additional charges to the government).

Issuance of changes that affect the articles, terms, or conditions of this Contract will be accomplished through the Contracting Officer, who is the only party authorized to bind the Government to contract and the only party who can determine if a direction is within the Performance Work Statement.

G.5. Key Personnel

NOTE: Key Personnel are to be proposed by vendor and will be incorporated into this section at time of award.

Pursuant to the Key Personnel clause (HHSAR 352.237-75) referenced in SECTION I of this contract, the following individual(s) is (are) designated as Key Personnel and considered to be essential to the work being performed under this contract:

Title Name

Contact information for key personnel:

Name:

Phone:

Email:

The person identified as the shall direct the necessary work and services toward fulfillment of the contractual requirements. Prior to removing, replacing, or diverting the specified individual(s), the Contractor shall notify the Contracting Officer in writing and reasonably in advance, and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the contract. No diversion shall be made by the Contractor without the written consent of the Contracting Officer, provided that the Contracting Officer may ratify in writing changes made due to events beyond the control of the Contractor, and such ratification shall constitute the consent of the Contracting Officer required by this clause. Examples of events beyond the control of the Contractor are:

(1) prolonged sickness, (2) termination of employment, and (3) death. Key personnel, with the consent of the Contracting Officer, may be amended from time to time during the course of the contract to either add or delete personnel, as appropriate.

G.6. Electronic Invoicing and Payment Requirements - Invoice Processing Platform (IPP)

G.6.1. 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).

G.6.2. 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, or the clause 52.212-4 Contract Terms and Conditions – Commercial Items included in commercial items contracts. The IPP website address is: https://www.ipp.gov.

http://www.ipp.gov/

G.6.3. The Department of Treasury 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.

G.6.4. 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.

G.6.5. 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.

G.6.6. If your company is already registered to use IPP, you will not be required to re-register.

G.6.7. 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 HRSA Invoice Requirements:

a. The contractor shall submit invoices under this contract once per month or as specified in the payment schedule. For indefinite delivery vehicles, separate invoices must be submitted for each order.

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

c. Invoices must include the Unique Entity Identity Identifier (UEI) of the Contractor.

d. 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).

e. Invoices that include cost-reimbursement CLINs must be submitted in a format showing expenditures for that month, as well as contract cumulative amounts.

f. At a minimum the following cost information shall be included, in addition to supporting documentation to substantiate costs incurred:

1. Direct Labor - include all persons, listing the person's name, title, number of hours worked, hourly rate, the total cost per person and a total amount for this category;

2. Indirect Costs (i.e., Fringe Benefits, Overhead, General and Administrative, Other Indirects)-show rate, base and total amount;

3. Consultants (if applicable) - include the name, number of days or hours worked, daily or hourly rate, and a total amount per consultant;

4. Travel - include for each airplane or train trip taken the name of the traveler, date of travel, destination, the transportation costs including ground transportation shown separately and mailto:ipp.noreply@mail.eroc.twai.gov mailto:IPPCustomerSupport@fiscal.treasury.gov the per diem costs. Other travel costs shall also be listed;

5. Subcontractors (if applicable) - include, for each subcontractor, the same data as required for the prime Contractor;

6. Other Direct Costs - include a listing of all other direct charges to the contract, i.e., office supplies, telephone, duplication, postage; and

7. Fee – amount as allowable in accordance with the Schedule and FAR 52.216-8 if applicable.

G.7. Evaluation of Contractor’s Performance

Interim and final evaluation of Contractor performance on this contract shall be conducted in accordance with FAR Subpart 42.15, and HHSAR 342.7001(d). Upon contract completion, a final evaluation of the Contractor’s performance shall be completed by the Government; see Section J, Attachment B.

The Government will conduct an evaluation of Contractor’s performance based on the completion of the tasks stated in the SOW. HRSA documents contractor performance using the Contractor Performance Assessment Rating System (CPARS) (www.cpars.gov). The evaluation shall be conducted by the COR and be comprised of an evaluation of contractor performance completed by the Contractor and Federal staff, and a review of progress reports and financial reports (deliverables).

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1. Food

Food (including but not limited to meals, light refreshments, and beverages) is not to be provided and is an unallowable cost.

H.2. Equipment

The Contractor shall not use federal funding available through this contract for costs incurred for services or equipment which are reimbursable as part of another government contract. The federal funding available through this contract shall not be used to reimburse the contractor for the purchase of computer hardware and/or software without prior Contracting Officer approval.

H.3. Confidentiality Agreement Requirement

The Contractor shall implement a confidentiality agreement related to all data provided by the Government staff. All Contractor staff that work with the Federal Government and are provided information and access to databases shall sign such an agreement and a copy of the signed agreement for each relevant staff member shall be submitted to the COR prior to receipt of relevant documents.

H.4. Travel Reimbursement

Any travel reimbursement under this contract shall be performed in accordance with Federal Travel Regulations.

H.5. Prohibition against Personal Services

The Contractor shall not perform personal services as defined under FAR 2.101 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.6. Conflict of Interest

1. Conflict of Interest (COI):

The Contractor shall have procedures in place to monitor and disclose all Organizational and Personal Conflicts of Interest throughout the life of the contract.

2. COI information shall be submitted as follows:

a. Initial Submission of COI Information: The Contractor shall submit Conflict of Interest information identified in the performance of the contract.

b. Mitigation/Resolution: The CO determines whether a COI has been identified and whether the actual, potential or apparent COI has been mitigated/resolved to the

Government’s satisfaction. The Contractor's approved COI Mitigation/Resolution plan shall be incorporated into the contract.

c. In cases whereby a COI cannot be, or has not been, mitigated to the CO’s satisfaction, the CO may take the following action including, but not limited to:

i. Request a waiver in accordance with FAR 9.503 Waiver, from the Head of the Contracting Activity; or

ii. Make changes to the requirements of the contract; or

iii. Terminate the contract.

3. COI disclosure during contract performance: COI Disclosure Revisions shall be submitted to the

CO.

4. Subcontractor Flow-Down Clause: The prime Contractor is responsible for avoiding, neutralizing and mitigating all actual, potential, or apparent COIs of its Subcontractors, in accordance with this clause. Therefore, the prime Contractor shall flow-down applicable clauses of this contract in all subcontracts. For Subcontractors, wherever the term “Contractor” is used, insert “Subcontractor.”

SECTION I – CONTRACT CLAUSES

I.1 Federal Acquisition Regulation (FAR) 52.212-4, Contract Terms and Conditions – Commercial Products and Commercial Services (Dec 2022) Alternative I (Nov 2021)

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

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

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers.

The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.-

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due.

The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws

Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

I.2 FAR 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive

Orders – Commercial Products and Commercial Services (Mar 2023)

(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 products and commercial services:

(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) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by

Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (AUG 1996) ( 31 U.S.C. 3553).

(6) 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 products and commercial services:

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV

2021) ( 41 U.S.C. 4704 and 10 U.S.C. 4655).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) ( 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 (JUN 2020) (Pub. L. 109-282) ( 31 U.S.C.