NICHD-23-204 Combined Synopsis Solicitation.pdf

COMBINED SYNOPSIS / SOLICITATION

WORKFORM

(1) Action Code: Combined Synopsis/Solicitation

(2) Date: July 5

(3) Year: 2023

(4) Contracting Office Zip Code: 20817

(5) Classification Code: R499

(6) Contracting Office Address:

6710-B Rockledge Drive Bethesda, MD 20817

(7) Subject/Title: Nationally Representative Surveys on Psychosocial Stressors and Cardiovascular-Related Outcomes among African Diaspora Populations in the Caribbean and U.S.

(8) Solicitation Number: NICHD-23-204

(9) Closing Response Date: July 26, 2023 @ 3 P.M. Eastern Standard Time (EST)

(10) Contact Point(s): Michael Falzone, Contracting Officer

(11) Contract Award: TBD

(12) Contract Award Dollar Amount: TBD

(13) Contract Line Item Number(s): TBD

(14) Contractor Award Date: TBD

(15) Contractor Name: TBD

(16) Description:

(i) “This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart 12.6 as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued.”

(ii) The solicitation number and a statement that the solicitation is issued as a request for quote (RFQ).

(iii) The solicitation document, the incorporated provisions, and clauses are those in effect through Federal Acquisition Circular 2023-02, effective February 14, 2023.

(iv) This solicitation is being released unrestricted. The NAICS code is 541910, and the small business size standard is $22.5 million. This acquisition is being conducted in accordance with the procedures of FAR Part 12 and FAR Part 13.

(v) The statement of work and any terms and conditions relevant to the requirement are included as attachments.

(vi) Nationally Representative Surveys on Psychosocial Stressors and Cardiovascular-Related Outcomes among African Diaspora Populations in the Caribbean and U.S. will be provided during the period of September 29, 2023, through September 28, 2025 as outlined in the Statement of Work.

(vii) The provisions at FAR Clause 52.212-1, Instructions to Offerors – Commercial Items, applies to this acquisition. The following addendum related to the Instructions to Offerors is included:

• Addendum to FAR Clause 52.212-1, Instructions to Offerors – Commercial Items.

Please refer to this addendum for additional attachments, including the Statement of Work and other relevant information.

(viii) Evaluations will be conducted in accordance with the provision at FAR Clause

52.212-2. Offerors will be evaluated as follows:

EVALUATION-COMMERCIAL ITEMS (OCT 2014)

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

• Technical Approach

• Organizational Capability and Past Performance

• Personnel

All evaluation factors other than cost or price, when combined are significantly more important than cost or price.

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

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

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

Please refer to the addendum for additional evaluation information.

(ix) Each Offeror must include a completed copy of the provision at FAR clause

52.212-3, Offeror Representations and Certifications – Commercial Items, with its offer.

Please note, each Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically via the System for Award Management (SAM) website located at https://www.sam.gov/portal.

(x) FAR Clause 52.212-4, Contract Terms and Conditions – Commercial Items, applies to this acquisition. The terms and conditions outlined in the following addendum also apply:

• Addendum to FAR Clause 52.212-4, Contract Terms and Conditions –

Commercial Items. Please refer to this addendum for additional terms and conditions related to the requirement.

(xi) FAR Clause 52.212-5, Contract Terms and Conditions Required to Implement

Statutes or Executive Orders – Commercial Items, applies to this acquisition. The full text version of FAR 52.212-5 included in the addenda as Attachment 5 indicate which FAR clauses and provisions are applicable to this acquisition.

(xii) Contact Information:

Contracting Officer: Michael Falzone Email: michael.falzone@nih.gov

(17) Place of Contract Performance: Bethesda, MD

(18) Set-aside Status: N/A http://www.sam.gov/portal mailto:michael.falzone@nih.gov

STATEMENT OF WORK

National Institute on Minority Health and Health Disparities (NIMHD)

Nationally Representative Surveys on Psychosocial Stressors and Cardiovascular-Related Outcomes among African Diaspora Populations in the Caribbean and U.S.

1.0 INTRODUCTION

1.1 Background Information

The NIMHD Division of Intramural Research (NIMHD DIR) plans and directs the Institute’s clinical, behavioral, epidemiologic, and population health intramural research programs. The NIMHD DIR conducts research that seeks to identify the factors that contribute to health disparities, develop interventions to reduce these disparities, promote the health and well-being of racial/ethnic minority populations and raise awareness of numerous health disparities, including cardiovascular-related health outcomes.

There is a high burden of cardiovascular-related outcomes (such as hypertension, diabetes, congestive heart failure, coronary heart disease, stroke and chronic kidney disease) among the African Diaspora. However, few studies have explored the heterogeneity of experiences among disaggregated groups representing this Diaspora, such as African American adults and Caribbean adults of African descent. There is also limited research on the social stressors and cultural factors that may be contributing to cardiovascular-related outcomes among Caribbean adults of African descent living in the U.S. and Caribbean region.

Additionally, few studies have explored whether the impact of social stressors on cardiovascular-related outcomes among these populations differ across generations.

Cross-national, cross-ethnic and cross-generational studies will provide insight into the experiences of Caribbean adults of African descent within and outside the Caribbean region, as well as uncover whether these experiences contribute to similarities and differences of cardiovascular-related outcomes within and across Caribbean and African American ethnic groups within the African Diaspora.

1.2 Purpose/Objectives

The purpose of this task order is to identify a contractor that will provide specialized services to support NIMHD in screening and recruiting populations of African descent to participate in 3 studies: (1) A cross-national study exploring the social determinants of health among Caribbean-born adults of African descent in the Caribbean and U.S., (2) Experiences of psychosocial stressors and the health of African American and Caribbean adults of African descent in the U.S., and (3) A cross-generational analysis of dyads of Black adult children and their parents.

The objectives of each of these studies are to: (1) identify sources of stress, such as discrimination and neighborhood social environment, (2) investigate the similarities and differences in the prevalence of cardiovascular-related outcomes across African Diaspora populations, (3) examine the impact of these stressors on cardiovascular health, (4) assess the mediating factors linking stressors to adverse cardiovascular-related outcomes and whether they differ within and across African Diaspora populations, and (5) explore the moderating factors that may inform interventions to mitigate the health effects of stressors experienced by African Diaspora populations.

1.3 Scope

This project will consist of three separate 20-minute surveys to investigate the effects of stressors on cardiovascular-related health outcomes among African Diaspora populations in the U.S. The contractor will utilize their existing consumer panels to invite respondents meeting the eligibility criteria specified by NIMHD DIR to complete the following 3 online surveys.

Survey 1: A cross-national study exploring the social determinants of health among Caribbean-born adults of African descent in the Caribbean and U.S.

The survey will be administered to at least 2500 Caribbean-born adults of African descent (aged 18 years or older) who reside in the U.S. or Caribbean region and meet the following eligibility criteria:

• Caribbean-born adults of African descent residing in the Caribbean region (minimum sample size=1250) must be born in one of the 20 countries that are members of Caribbean Community and Common Market (CARICOM) [Antigua and Barbuda, Bahamas, Barbados, Belize, Dominica, Grenada, Guyana, Haiti, Jamaica, Montserrat, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Suriname, Trinidad and Tobago, Anguilla, Bermuda, British Virgin Islands, Cayman Islands, Turks and Caicos] to non-U.S.-citizen parents, self-identity as Black or of African descent (inclusive of single-race, multi-racial), and who currently reside in one of the 20 CARICOM countries.

• Caribbean-born adults of African descent residing in the U.S. (minimum sample size=1250) must be born in one of the 20 countries that are members of CARICOM [Antigua and Barbuda, Bahamas, Barbados, Belize, Dominica, Grenada, Guyana, Haiti, Jamaica, Montserrat, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Suriname, Trinidad and Tobago, Anguilla, Bermuda, British Virgin Islands, Cayman Islands, Turks and Caicos] to non-U.S. citizen parents, self-identity as Black or of African descent (inclusive of single-race , multi-racial), and currently reside in the U.S.

• Participants in the U.S. and Caribbean should be matched to sampling frames on age, sex, years of education, and country of origin.

• Representation in the U.S. and Caribbean should include evenly distributed Caribbean countries (e.g., the sample should not include 80% of participants from one Caribbean country and 20% from other countries).

• Caribbean-born participants of African descent residing in the US. should be selected from high-density Caribbean areas in the U.S. (e.g., New York, New Jersey, Florida, Connecticut, and Massachusetts, and Washington, DC) to be representative.

• The Caribbean-born population of African descent living in the U.S. should also be diverse with respect to length of stay in the U.S. (e.g., recent immigrants, longer stay immigrants).

• Participants must agree to be re-contacted for participation in follow-up surveys initiated by NIMHD DIR.

Survey 2: Psychosocial stressors and the health of African American and Caribbean adults of African descent in the U.S.

The survey will be administered to at least 2000 African American adults (aged 18 years or older) and at least 4000 Caribbean adults of African descent (aged 18 years or older) who reside in the U.S. and meet the following eligibility criteria:

• African American adults (minimum sample size=2000) must be born in the U.S. to U.S. citizen parents and must be descendants of slaves brought to the U.S. with no direct ancestral ties to the Caribbean, Latin America or Africa.

• Caribbean-born adults of African descent (minimum sample size=2000) must be born in one of the 20 countries that are members CARICOM [Antigua and Barbuda, Bahamas, Barbados, Belize, Dominica, Grenada, Guyana, Haiti, Jamaica, Montserrat, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Suriname, Trinidad and Tobago, Anguilla, Bermuda, British Virgin Islands, Cayman Islands, Turks and Caicos] to non-U.S. citizen parents, self-identity as Black or of African descent (inclusive of single-race , multi-racial), and currently reside in the U.S.

• U.S.-born (minimum sample size=2000) Caribbean adults of African descent must be born in the U.S., self-identify as Caribbean (excluding Latino/Hispanic) [of West Indian or Caribbean descent or had a parent or at least one grandparent who was born in a CARICOM country], self-identity as Black or of African descent (inclusive of single-race , multi-racial), and currently reside in the U.S.

• Representation in the U.S. should include evenly distributed Caribbean countries (e.g., the sample should not include 80% of participants from one Caribbean country and 20% from other countries).

• Caribbean participants (Caribbean-born and U.S.-born) of African descent should be selected from high-density Caribbean areas in the U.S. (e.g., New York, New Jersey, Florida, Connecticut, and Massachusetts, and Washington, DC) to be representative.

• The Caribbean-born population of African descent should also be diverse with respect to length of stay in the U.S. (e.g., recent immigrants, longer stay immigrants).

Survey 3: A cross-generational analysis of dyads of Black adult children and their parents

The survey will be administered to the following cross-generational dyads (at least 700 dyads) of parents (minimum sample size=350) and their adult children (minimum sample size=350) who are all aged 18 years or older:

Parent (n=~350) Adult Child (n=~350) African American (n=~87) African American (n=~87) Caribbean-born (n=~87) Caribbean-born (n=~87) Caribbean-born (n=~87) U.S.-born Caribbean (n=~87) U.S.-born Caribbean (n=~87) U.S.-born Caribbean (n=~87)

Participants must meet the following eligibility criteria:

• African American parent or child must be born in the U.S. to U.S. citizen parents and must be descendants of slaves brought to the U.S. with no direct ancestral ties to the Caribbean, Latin America or Africa.

• Caribbean-born parent or child must be born in one of the 20 countries that are members of CARICOM [Antigua and Barbuda, Bahamas, Barbados, Belize, Dominica, Grenada, Guyana, Haiti, Jamaica, Montserrat, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Suriname, Trinidad and Tobago, Anguilla, Bermuda, British Virgin Islands, Cayman Islands, Turks and Caicos] to non-U.S.

citizen parents, self-identity as Black or of African descent (inclusive of single-race , multi-racial), and currently reside in the U.S.

• U.S.-born parent or child must be born in the U.S. and self-identify as Caribbean (excluding Latino/Hispanic) [of West Indian or Caribbean descent or had a parent or at least one grandparent who was born in a CARICOM country].

• The dyads should be evenly distributed across same-sex and mixed-sex dyads (e.g., same sex: father-son, mother-daughter; mixed sex: father-daughter, mother-son).

• Representation in the U.S. should include evenly distributed Caribbean countries (e.g., the sample should not include 80% of participants from one Caribbean country and 20% from other countries).

• Caribbean participants (Caribbean-born and U.S.-born) of African descent residing in the US. should be selected from high-density Caribbean areas in the U.S. (e.g., New York, New Jersey, Florida, Connecticut, and Massachusetts, and Washington, DC) to be representative.

• The Caribbean-born population of African descent should also be diverse with respect to length of stay in the U.S. (e.g., recent immigrants, longer stay immigrants).

The Contractor will act independently and not as an agent of the government to furnish all necessary services, qualified personnel, materials, equipment and facilities not otherwise provided by the government to successfully recruit participants meeting the abovementioned eligibility criteria and to perform the specific tasks listed below for each of the 3 surveys.

2.0 REQUIREMENTS

2.1 Tasks

The contractor shall have prior experience working with the Federal Government, understand Federal Government policies, procedures, contracting, and billing processes, and have experience with cost control management and conducting surveys. Specifically, the contractor shall perform the following specialized tasks:

Task 1.0-Participant recruitment and enrollment

• Utilize cost-effective and methodologically rigorous sampling approach to recruit a representative sample (African American adults in the U.S., Caribbean-born adults of African descent in the U.S., U.S.-born Caribbean adults of African descent in the U.S. and Caribbean-born adults of African descent in the 10 CARICOM Caribbean countries) (a non-randomly selected pool of respondents consisting of existing panel members is preferred).

• Provide data collection plan to NIMHD DIR to discuss and confirm survey quotas, screeners, and quality control items (e.g., time completed, attention filters).

• Obtain informed consent from participants meeting the eligibility criteria provided by NIMHD DIR.

• Meet the recruitment target sample sizes for each group as specified by NIMHD

DIR.

• Provide daily updates to NIMHD DIR on data collection during fielding period (including, but not limited to number of potential participants invited, running totals of participants recruited within each specified target group who provided qualifying completed data).

• Have the capacity to re-contact respondents to participate in follow-up studies initiated by the NIMHD DIR.

Task 2.0-Survey Initiation and Data Collection

• Program and host the survey provided by NIMHD DIR (within 3 weeks of receipt of the survey content from NIMHD DIR).

• Launch the survey for data collection.

• Manage the overall data collection process.

• Create and test survey quotas, screeners, and related logic, and approve the survey prior to launching to the targeted respondents.

• Set up the technical integration and testing with strategic online panel partners.

• Invite respondents to complete the online survey in return for incentives/cash honorarium.

• Agree that partial completes will not count towards the total completes requested by the NIMHD DIR.

• Distribute the incentives/cash honorarium to participants and retain receipts.

• Monitor data collection and send updates to NIMHD DIR during online survey fielding period.

• Protect the identities of participants by assigning unique codes to each participant so that recipients of the data are not able to link the unique code to the participant.

• Comply with applicable laws, rules, and regulations, including applicable data privacy laws (the Contractor as the data provider, and NIMHD DIR as the data recipient).

Task 3.0: Data Management, Distribution and Data Documentation

• Furnish a cleaned dataset with de-identified completed survey data, as well as population weights and data documentation (e.g., description of any data formatting, response rates) to NIMHD DIR via secure NIH email or a secured data server (the final mode of delivery will be discussed with NIMHD DIR).

• Provide methodology/technical reports, codebooks and other relevant documents to NIH DIR via secure NIH email or on a secured server.

• Format the data for Statistical Analysis Software (SAS) or formats that are readable by SAS.

• Inform NIMHD DIR if the data will be destroyed or edited.

• Confirm that the data obtained through this scope of work will not be shared with third parties that are not listed in this scope of work without NIMHD DIR approval.

• Agree to not publish articles/reports using the data obtained through this scope of work.

Task 4.0-Project Management and Administration

Contract Management:

• Provide for the overall management, integration and coordination of all contract activities.

• Provide technical and administrative infrastructure to ensure the efficient planning, initiation, implementation and timely completion of the project under this contract and effective communications with the Contracting Officer.

• Provide a Project Manager who is responsible for the overall project management and communications, tracking, monitoring and reporting on project status and progress, and recommending modifications to project requirements and timelines.

Meetings

• Participate in a one-day Contract Initiation Meeting (orientation regarding contract procedures) with the Contracting Officer’s Representative (COR), CO (Contracting Officer) and other personnel designated by the COR, to be held by web conferencing (within 10 days of award of the contract).

• Attend a kick-off meeting between the Contractor and DIR investigator where NIMHD DIR will provide the survey contents to the Contractor (within 2 weeks of award date).

• Maintain regular weekly (or more frequent if necessary) communications with NIMHD DIR through telephone, video conference, and emails to provide updates during the enrollment, data collection, data cleaning and data distribution phases of the study.

2.2 Period of Performance

Period Start Date End Date Duration (months)

Base Period 09/29/2023 09/28/2024 12 months

Optional Year 1 9/29/2024 09/28/2025 12 months

3.0 GOVERNMENT FURNISHED PROPERTY

No government-furnished property will be provided to the contractor.

52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services.

As prescribed in 12.301(b)(3), insert the following clause:

Contract Terms and Conditions—Commercial Products and Commercial Services (Dec 2022)

(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 https://www.acquisition.gov/far/12.301#FAR_12_301 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.233-1#FAR_52_233_1 https://www.acquisition.gov/far/52.202-1#FAR_52_202_1 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.-https://www.acquisition.gov/far/52.232-33#FAR_52_232_33 https://www.acquisition.gov/far/52.232-34#FAR_52_232_34 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

(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 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/33.211#FAR_33_211

(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 https://www.acquisition.gov/far/32.607-2#FAR_32_607_2 https://www.acquisition.gov/far/32.608-2#FAR_32_608_2 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.

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.govinfo.gov/link/uscode/10/4701 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items

(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)

Alternate I (Nov 2021). When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(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 performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may-

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to-

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

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

(i) "Direct materials" means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) "Hourly rate" means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are-

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common https://www.acquisition.gov/far/52.202-1#FAR_52_202_1 control.

(iii) "Materials" means-

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate:

[Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(E) Indirect costs specifically provided for in this clause.

(iv) "Subcontract" means any contract, as defined in FAR subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(i) Payments. (1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

https://www.acquisition.gov/far/subpart-2.1#FAR_Subpart_2_1

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the-

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor-

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor’s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall-

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause:[Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert "None" if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert ‘None’."]

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price:[Insert a fixed amount for the indirect costs and payment schedule. Insert "$0" if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert ‘None’)."] https://www.acquisition.gov/far/2.101#FAR_2_101

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and…