Commerce Data Hub Solicitation_rev 19DEC2025.pdf

Commercial Data Hub Pilot Program RFP No. 1331L524R13OS0005

DEPARTMENT OF COMMERCE

ENTERPRISE SERVICES-ACQUISITION

REQUEST FOR PROPOSALS FOR A

COMMERCIAL DATA HUB

PILOT PROGRAM

FOR THE

OFFICE OF THE UNDER SECRETARY

FOR ECONOMIC AFFAIRS

Table of Contents

STANDARD FORM 1449

SECTION 1 ‐ GENERAL INFORMATION

SECTION 2 ‐ STATEMENT OF WORK

SECTION 3 ‐ SPECIAL CONTRACT REQUIREMENTS

SECTION 4 ‐ CONTRACT CLAUSES

SECTION 5 ‐ LIST OF ATTACHMENTS*

SECTION 6 ‐ INSTRUCTIONS, CONDITIONS, & NOTICES TO OFFERORS

SECTION 7 ‐ EVALUATION FACTORS & PROCESS

Commercial Data Hub Pilot

RFP No. 1331L524R13OS0005

STANDARD FORM 1449

Commercial Data Hub Pilot

RFP No. 1331L524R13OS0005

SECTION 1 ‐ GENERAL INFORMATION

1.1 INTRODUCTION

This is an open and continuous procurement to obtain commercially available data on behalf of the Department of Commerce (DOC) through a Commercial Data Hub Pilot Program.

The solicitation and any resulting contract is issued utilizing Part 13 Simplified Acquisition Procedures as supplemented in Subpart 13.5, Simplified Procedures for Certain Commercial Products and Commercial Services. Subpart 13.5 authorizes the use of simplified procedures for the acquisition of supplies and services in amounts greater than the simplified acquisition threshold but not exceeding $7.5 million.

The North American Industry Classification System (NAICS) code associated with this requirement is 519290 – Web Search Portals and All Other Information Services.

1.2 CONTRACT TYPE

This is a Fixed Price contract in accordance with Subpart 16.2 for the acquisition of commercial products and commercial services as prescribed in FAR Part 12.

1.3 PRICING

The awardee’s commercial item pricing schedule as negotiated and accepted through the source selection process will be incorporated into any resulting contract award as an attachment.

1.4 PERIOD OF PERFORMANCE

The period of performance of the individual contract awards that may be made under this solicitation will be negotiated at the time of contract award. Generally, the period of performance for awards made under this solicitation will include a base year and may include options for up to 4 years of additional performance.

(End of Section 1)

SECTION 2 ‐ STATEMENT OF WORK

2.1 OVERVIEW

The purpose of this Statement of Work is to obtain commercially available data on behalf of DOC under a Commercial Data Hub pilot program. The Data Hub pilot consists of an open and continuous procurement under which sources may submit proposals for delivery of commercial data within the general subject areas identified within the general subject areas identified in Section 2.4. Vendors may submit proposals to supply data products that conform to any of the defined subject areas.

2.2 BACKGROUND

The mission of the DOC is to create the conditions for economic growth and opportunity.

Data are critical for fulfillment of DOC’s mission to spur good-paying jobs, empower entrepreneurs to innovate and grow, and help American workers and businesses compete.

DOC bureaus ensure fair and reciprocal trade, foster innovation by setting standards and conducting foundational resource and development, lead the nation and world in intellectual property protection, and source quality data on the nation’s people and economy. DOC bureaus provide the data, products, and services necessary to support commerce and constitutional democracy through widespread broadband access, sustainable economic development, growth of minority-owned businesses, enhanced climate information, weather prediction, fisheries health, and disaster response. In the years to come, DOC will continue to play a role in addressing climate change, racial inequality, economic recover from the impact of COVID-19, and sustaining economic growth and jobs as the nation transitions from carbon-based energy to renewable energy. Also, DOC will play a lead role in Space Commerce to improve space situational awareness with a data strategy envisioned to ensure safe space flight operations.

In carrying out this important mission for the nation, DOC generates, collects, stores and analyzes an exponentially growing abundance of data, including data on the nation’s economy, population, and environment. The DOC partners with the private sector to increase its capacity to efficiently collect and release data used to protect life and property and to enhance economic growth and access to opportunity.

Finding new and evidence-based ways to combine DOC data with data from other sources will enable DOC to better leverage its data to address society’s current and emerging needs.

The Foundations for Evidence-Based Policymaking Act (Evidence Act) of 2018, Geospatial Data Act (GDA) of 2018, and the Federal Data Strategy direct agencies to move from a paradigm of “apps” and “datasets” to “data as a strategic asset.” These new laws provide the required authorities to establish data management and institute new requirements and deadlines towards the end goal of a data-driven federal government. By design, the opportunities and requirements must be addressed across disciplines and operating units.

The DOC’s efforts, therefore, are driven through close collaboration among the Commerce Chief Data Officer (CDO), Evaluation Officer (EO), and Statistical Official (SO) as well as the data stewards, data architects, and thought leaders in all bureaus. The newly established Commerce Data Governance Board (CDGB) sets policy and establishes the initiatives that will execute this Strategy. The CDGB is chaired by the Commerce CDO and includes CDOs or other designated representatives from all bureaus and offices. Government-wide efforts to upgrade data management and utility are coordinated through the Federal CDO Council, the Federal Geographic Data Committee, and the Office of Management and Budget (OMB).

2.3 OBJECTIVES

The Department of Commerce is the authoritative source for datasets that will play a prominent role in addressing climate change, racial inequality, and economic recovery from the impact of COVID-19, as well as sustaining economic growth and job creation as the nation transitions from carbon-based energy sources to renewable energy. The data to be acquired under this acquisition will be integral to the assessment of domestic and international economic conditions conducted by DOC bureaus. To deliver on these mission objectives, Commerce data must remain comprehensive, consistent, credible, and as widely accessible as possible while maintaining privacy and confidentiality.

In order to make use of this data, DOC will pilot the strategic acquisition of commercial data through enterprise-wide acquisition vehicles. Without these vehicles, bureaus risk duplicative, costly purchases without the ability to share data across the enterprise. The primary objectives of this acquisition are thus as follows:

Objective 1 – Acquire Data as an Enterprise: Provide a method for the Department of Commerce to acquire data as a coordinated enterprise that maximizes value to the taxpayer and the utility to data users across the Department.

Objective 2 – Provide Shared Access to Data Acquired: Provide shared access to data that is acquired by one bureau or office to other bureaus and offices to the maximum extent possible subject to data provider specific terms and conditions.

Objective 3 – Promote Standardized Data Delivery: Promote adherence to data and metadata standards to support data interoperability, interpretability, and machine readability.

2.4 REQUIREMENTS

The scope of this requirement encompasses commercially available data within the general subject areas identified below including but not limited to the specific data sets referenced herein. To the maximum extent possible the Government seeks bulks data and platform-as-a-service providers that provide unique proprietary data sets verses “bring-your-own data” platform and services. Data delivery is anticipated through bulk access via an S3 bucket, Application Programming Interfaces (API) or data cloud aternatives (e.g., Snowflake).

Vendors may submit proposals to supply data that falls under any of the following categories.

Business Governance Data

• Data to track entities which are sanctioned by the United States, The European Union, The United Kingdom, and/or Japan. Additionally, data that provides the ability to distinguish which sanctions apply to the entity in question

• Related business governance data

Consumer Data

• Consumer spending transactions data that provide timely information and a disaggregated geographical level, including expenditure across various retail and service industries, and including detail on digital versus brick-and-mortar purchases

• Daily credit card transaction data

• Gaming and other entertainment data

• Monthly music sales data

• Point of sales/real-time scanner transaction data on sales of IT Productivity Goods, Software, and Consumer Goods (Mobile/Handheld/Video Products) reported by product type and industry

• Retail sales scanner data for fresh food at grocery stores

• Tobacco sales data

• U.S. video streaming rentals data

• Consumer behavior data

• Related consumer data

Financial Data

• Private Investment Data (by geography or other categories)

• Cryptocurrency assets data

• Tax revenue data set (sales tax, personal income tax, business income tax)

• Corporate financial data

• AAA bond data

• Foreign stock market data such as price indexes, dividend yields, and price/earnings ratios

• Individuals’ (or households’) incomes microdata, including information on labor, cap ss-border mergers and acquisition activities

• Patents data

• National Establishments Time-Series (NETS) data

• Related financial data

Health Data

• By-age and by-condition quality-adjusted price indexes for medical care

• Healthcare Claims microdata by beneficiaries and their dependents, including information on payments, procedures, diagnoses, and demographics

• Health insurance claims database

• Medical imaging equipment prices

• Prescription drug monthly sales data

• Prescription drug rebate data

• Real-time or near real-time health care claims microdata that provide information about beneficiaries (and their dependents’) health care claims, including information on payments, procedures, diagnoses, and demographics

• Survey of Employer sponsored health plans data

• Related health data

Real Estate Data

• Commercial real estate data

• Residential real estate data

• Construction cost data

• Land use data

• Related real estate data

Supply Chain Data

• Data to track shipper, consignee, cargo contents by harmonized system (HS) code

(HTSUS-10 for U.S. shipments, HS6 for international), mode of transport, quantity & unit of measurement, value (USD)

• Downloadable HTSUS-10, HS-6, and reports on current and historical trends Additionally, the ability to download the data extracts informing these reports via a graphical user interface (GUI) or application programming interface (API)

• Current and historical beneficial ownership data for both U.S. based and international firms

• Geographical and relational mapping data of individual supply chain steps of critical industries and their respective key firms. Key data points to present are firm name & beneficial ownership, market share of their supply chain step, key funding streams for the industry, supplier & customer relationships, and a risk assessment metrics comprised of financial risk, supply chain vulnerabilities, and other key metrics

• Related commodities, manufacturing, shipping, retail, and associated supply chain data points

• Contact information for key individuals at firms with a presence in the U.S.

• Related Supply Chain Data

Telecommunications Data

• Information, Communication Technology (ICT) industry data

• Satellite data

• Cloud computing price index data

• Related telecommunications data

Transportation Data

• Motor vehicle data

• Ocean vessel and other shipping data

• Related transportation data

2.5 CONFLICTS OF INTEREST

The Contractor shall notify the CO immediately whenever it becomes aware of any actual or potential OCI, which may merit the submittal of a plan to the CO to avoid or mitigate any such OCI. This mitigation plan would be determined to be acceptable solely at the discretion of the CO. In the event the CO unilaterally determines that any such OCI cannot be satisfactorily avoided or mitigated, the Contracting Officer may employ other remedies as deemed necessary, including prohibiting the Contractor from participation in subsequent contracted requirements which may be affected by the OCI.

2.6 DATA RIGHTS

The Government has unlimited rights to all documents/material first produced under this contract. All documents and materials, to include the source code of any software produced under this contract, shall be Government owned and the property of the Government with all rights and privileges of ownership/copyright belonging exclusively to the Government.

These documents and materials may not be used or sold by the Contractor without written permission from the CO and Contractor personnel may be required to sign non-disclosure agreements. This right does not abrogate any other Government rights.

2.7 PLACE OF PERFORMANCE

Contractor support shall be provided at the contractor’s facility or otherwise offsite from Government premises. Onsite performance on Government premises is not anticipated.

2.8 GOVERNMENT FURNISHED RESOURCES

In the event Government resources are provided for contractor use including any government property, equipment or information (GFP/E/I) the Contractor shall be responsible for safeguarding such equipment, information and property. The Contractor shall not use GFP/E/I for any purposes other than official Government business as performed under the resulting contract award. At the close of each work period, government facilities, equipment, and materials shall be secured and returned if/as applicable.

2.9 APPLICABLE PUBLICATIONS

• Federal Data Strategy 2021 Action Plan

• United States Department of Commerce Data Strategy Fiscal Years 2021–2024

• Department of Commerce Data Strategic Action Plan

2.10 TRAVEL

Local or long-distance travel is not anticipated under this requirement. However, if required, the Contractor shall travel as approved by the designated Task Manager or Contracting Officer Representative (COR). Authorized travel is reimbursable in accordance with the Federal Travel Regulations. The Contractor shall ensure adequate funding is available on the contract for costs of travel prior to incurring costs. Local travel to meetings, conferences or other official business covered under this task order is not reimbursable as a direct charge.

https://strategy.data.gov/assets/docs/2021-Federal-Data-Strategy-Action-Plan.pdf https://www.commerce.gov/sites/default/files/2021-08/US-Dept-of-Commerce-Data-Strategy.pdf https://www.commerce.gov/sites/default/files/2023-02/US-Dept-of-Commerce-Data-Governance-Board-FY2023-Action-Plan.pdf

2.11 CONTRACTOR’S DATA SPECIFICATIONS

The awardee’s data specifications and associated terms and conditions as negotiated and accepted through the source selection process will be incorporated into any resulting contract award as an attachment.

(End of Section 2)

SECTION 3 ‐ SPECIAL CONTRACT REQUIREMENTS

3.1 POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

(a) Interim and final evaluations of Contractor performance are required to be prepared on this contract in accordance with FAR 42.1502 and CAM 1342.15 if the total cumulative value of the contract exceeds $250,000.

(b) The Contractor can elect to review the evaluation and submit additional information or a rebuttal statement. The Contractor will be permitted 30 calendar days to respond unless an extension for an additional 30 days is requested in writing to the Contracting Officer.

Contractor response is voluntary. If the Contractor does not respond within 30 days (60 days if extension is requested), the Government will presume that the Contractor has no comment.

Any disagreement between the parties regarding an evaluation will be referred to an individual at a level above the Contracting Officer, whose decision is final.

(c) Copies of the evaluations, Contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

(d) The DOC Enterprise Acquisition Office (EAO) utilizes the Contractor Performance Assessment Reporting System (CPARS) to record and maintain past performance information. CPARS hosts a suite of web‐ enabled applications that are used to document Contractor performance information that is required by Federal Regulations.

(e) The CPARS module assesses performance on contracts for Systems, Services, Information Technology, and Operations Support. CPARS reference material can be accessed at http://www.cpars.gov/. The registration process requires the Contractor to identify an individual that will serve as a primary contact. This individual will be authorized access to the evaluation for review and comment. In addition, the Contractor is encouraged to identify a secondary contact in the event the primary contact is unavailable to process the evaluation within the required 30‐day time period. After the DOC Contract Specialist registers the contract in CPARS, the Contractor will receive a system generated e‐mail notifying him/her thatthe contract is registered. A system generated e‐mail will also provide the Contractor with a User ID if the person does not already have a CPARS User ID.

(f) Once a performance evaluation has been prepared and is ready for comment, the Contractor representative will receive a system generated e‐mail notification that the performance evaluation is electronically available for review and comment. The Contractor representative will receive an automated e‐mail whenever an assessment is completed and can subsequently retrieve the completed assessment from CPARS. Contractors may access evaluations at http://www.cpars.gov/ for review and comment in CPARS.

3.2 INCORPORATION OF SUBCONTRACTING PLAN

Only applicable to OTSB: The [insert Contractor name at time of award] subcontracting plan, dated [insert date at time of award], in response to the solicitation, and submitted in http://www.cpars.gov/ http://www.cpars.gov/ http://www.cpars.gov/ accordance with FAR 52.219‐9, Small Business Subcontracting Plan, is hereby approved and incorporated herein.

3.3 SUBCONTRACT REPORTS

Only applicable to OTSB: Pursuant to FAR 52.219‐9, the Contractor shall submit subcontracting reports in connection with performance of this contract using the Electronic Subcontracting Reporting System (eSRS) at www.esrs.gov. The Contractor shall follow the general instructions provided on the eSRS website.

3.4 REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF

OFFEROR

In accordance with Federal Acquisition Regulation (FAR 25.204-1(b) the completed and submitted “Representations, Certifications, and Other Statements of Offeror” in effect at the time of contract award are hereby incorporated by reference in this resulting contract.

3.5 POST AWARD CONFERENCE

The Contractor may be required to participate in a post award conference to be held within thirty (30) business days after award of this contract. The purpose of the post award conference is to aid both the Contractor and the Government in achieving a clear and mutual understanding of all contract requirements and identify and resolve potential problems (See FAR Subpart 42.5, Post-award Orientation).

The CO is responsible for establishing the time and place of the conference and will notify the appropriate Government representatives and the Contractors. The conference may be conducted at a location within the Washington, D.C. commuting area at the Government’s discretion or regionally to facilitate Contractor attendance.

3.6 UNAUTHORIZED INSTRUCTIONS FROM GOVERNMENT PERSONNEL

The Contractor will not accept technical direction issued by any other person employed by the U.S. Government other than the Contracting Officer or the Contracting Officer's Representative (COR) acting within the limits of their authority.

No information, other than that which may be contained in an authorized modification to this contract will be considered as grounds for deviation from any stipulations of the contract's terms and conditions.

3.7 NEWS RELEASES

The Contractor shall make no news releases pertaining to the contract award and/or performance thereunder without prior agency approvals and then only in coordination with the Contracting Officer.

(End of Section 3) http://www.esrs.gov/

SECTION 4 ‐ CONTRACT CLAUSES

4.1 CLAUSES INCORPORATED BY REFERENCE

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address:

https://www.acquisition.gov

52.203-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

52.204‐12 UNIQUE ENTITY IDENTIFIER MAINTENANCE (OCT 2016)

52.204‐13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)

52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS

(JUN 2016)

52.204‐23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE,

AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB

AND OTHER COVERED ENTITIES (JUL 2018)

52.208‐9 CONTRACTOR USE OF MANDATORY SOURCES OF SUPPLY OR SERVICES

(MAY 2014)

52.213-2 INVOICES (APR 1984)

52.215‐23 LIMITATIONS ON PASS‐THROUGH CHARGES (OCT 2009)

52.224‐1 PRIVACY ACT NOTIFICATION (APR 1984)

52.224‐2 PRIVACY ACT (APR 1984)

52.224‐3 PRIVACY TRAINING (JAN 2017)

52.227‐14 RIGHTS IN DATA‐‐GENERAL (MAY 2014)

52.227-16 ADDITIONAL DATA REQUIREMENTS (JUN 1987)

52.227-19 COMMERCIAL COMPUTER SOFTWARE LICENSE (DEC 2007)

52.232‐18 AVAILABILITY OF FUNDS (APR 1984)

52.237‐3 CONTINUITY OF SERVICES (JAN 1991)

52.242-15 STOP-WORK ORDER (AUG 1989)

52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

52.247-34 F.O.B. DESTINATION (NOV 1991)

52.244‐5 COMPETITION IN SUBCONTRACTING (DEC 1996)

52.244 ‐6 SUBCONTRACTS FOR COMMERCIAL ITEMS (JAN 2017)

1352.208‐70 RESTRICTIONS ON PRINTING AND DUPLICATING (APR 2010)

1352.209‐72 RESTRICTIONS AGAINST DISCLOSURE (APR 2010)

1352.209‐73 COMPLIANCE WITH THE LAWS (APR 2010)

1352-209-74 ORGANIZATIONAL CONFLICT OF INTEREST (APR 2010)

1352.228‐72 DEDUCTIBLES UNDER REQUIRED INSURANCE COVERAGE‐FIXED PRICE

(APR 2010)

1352.231‐71 DUPLICATION OF EFFORT (APR 2010)

1352.239‐70 SOFTWARE LICENSE ADDENDUM (APR 2010)

1352.239‐72 SECURITY REQUIREMENTS FOR INFORMATION TECHNOLOGY RESOURCES

(APR 2010)

1352.246-70 PLACE OF ACCEPTANCE (APR 2010)

https://www.acquisition.gov/

4.2 CLAUSES INCORPORATED IN FULL TEXT

52.212‐4 Contract Terms and Conditions – Commercial Products and Commercial Services (NOV 2023)

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

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

and

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

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

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

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

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

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

https://www.acquisition.gov/far/52.232-33#FAR_52_232_33 https://www.acquisition.gov/far/52.232-34#FAR_52_232_34

(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 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 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 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/33.211#FAR_33_211 https://www.acquisition.gov/far/32.607-2#FAR_32_607_2 https://www.acquisition.gov/far/32.608-2#FAR_32_608_2 the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

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

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

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

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

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

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

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

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

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

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

40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items 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)

52.212‐5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items (DEC 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 Covered Entities (DEC 2023) (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) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) ( 31 U.S.C. 3553).

(7) 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 https://www.acquisition.gov/far/52.203-19#FAR_52_203_19 https://www.acquisition.gov/far/52.204-23#FAR_52_204_23 https://www.acquisition.gov/far/52.204-25#FAR_52_204_25 https://www.acquisition.gov/far/52.209-10#FAR_52_209_10 https://www.acquisition.gov/far/52.232-40#FAR_52_232_40 https://www.govinfo.gov/link/uscode/31/3903 https://www.govinfo.gov/link/uscode/10/3801 https://www.acquisition.gov/far/52.233-3#FAR_52_233_3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.233-4#FAR_52_233_4 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:

[Contracting Officer check as appropriate.]

XX (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).

XX (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.)

XX (4) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) ( 41 U.S.C.

4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

XX (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (6) [Reserved].

__ (7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111- 117, section 743 of Div. C).

__ (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (9) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-328).

(10) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) ( Pub. L. 115–390, title II).

__ (11)

(i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders— Prohibition. (DEC 2023) ( Pub. L. 115–390, title II).

__ (ii) Alternate I (DEC 2023) of 52.204–30.

XX (12) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV https://www.acquisition.gov/far/52.203-6#FAR_52_203_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.govinfo.gov/link/uscode/10/4655 https://www.acquisition.gov/far/52.203-13#FAR_52_203_13 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.203-15#FAR_52_203_15 https://www.acquisition.gov/far/52.203-17#FAR_52_203_17 https://www.govinfo.gov/link/uscode/41/4712 https://www.govinfo.gov/link/uscode/41/4712 https://www.acquisition.gov/far/3.900#FAR_3_900 https://www.acquisition.gov/far/52.204-10#FAR_52_204_10 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/52.204-14#FAR_52_204_14 https://www.acquisition.gov/far/52.204-15#FAR_52_204_15 https://www.acquisition.gov/far/52.204-27#FAR_52_204_27 https://www.govinfo.gov/link/plaw/115/public/390 https://www.govinfo.gov/link/plaw/115/public/390 https://www.acquisition.gov/far/52.209-6#FAR_52_209_6

2021) ( 31 U.S.C. 6101 note).

XX (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) ( 41 U.S.C. 2313).

__ (14) [Reserved].

__ (15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) ( 15 U.S.C. 657a).

__ (16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) ( 15 U.S.C. 657a).

__ (17) [Reserved]

__ (18)

(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) ( 15 U.S.C. 644).

__ (ii) Alternate I (MAR 2020) of 52.219-6.

__ (19)

(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) ( 15 U.S.C. 644).

__ (ii) Alternate I (MAR 2020) of 52.219-7.

XX (20) 52.219-8, Utilization of Small Business Concerns (SEP 2023) ( 15 U.S.C. 637(d)(2) and (3)).

XX (21)

(i) 52.219-9, Small Business Subcontracting Plan (SEP 2023) ( 15 U.S.C. 637(d)(4)).

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

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

__ (iv) Alternate III (JUN 2020) of 52.219-9.

XX (v) Alternate IV (SEP 2023) of 52.219-9.

__ (22)

(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) ( 15 U.S.C. 644(r)).

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/52.209-9#FAR_52_209_9 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section2313&num=0&edition=prelim https://www.acquisition.gov/far/52.219-3#FAR_52_219_3 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section637a&num=0&edition=prelim https://www.acquisition.gov/far/52.219-4#FAR_52_219_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 https://www.acquisition.gov/far/52.219-8#FAR_52_219_8 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-13#FAR_52_219_13

__ (ii) Alternate I (MAR 2020) of 52.219-13.

__ (23) 52.219-14, Limitations on Subcontracting (OCT 2022) ( 15 U.S.C. 637s).

XX (24) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) ( 15 U.S.C. 637(d)(4)(F)(i)).

__ (25) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT 2022) ( 15 U.S.C. 657f).

__ (26)

(i) 52.219-28, Post Award Small Business Program Rerepresentation (SEP 2023)( 15 U.S.C. 632(a)(2)).

__ (ii) Alternate I (MAR 2020) of 52.219-28.

__ (27) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (OCT 2022) ( 15 U.S.C. 637(m)).

__ (28) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (OCT 2022) ( 15 U.S.C. 637(m)).

XX (29) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) ( 15 U.S.C. 644(r)).

__ (30) 52.219-33, Nonmanufacturer Rule (SEP 2021) ( 15U.S.C. 637(a)(17)).

XX (31) 52.222-3, Convict Labor (JUN 2003) (E.O.11755).

XX (32) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (NOV 2023) .

(33) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

XX (34)

(i) 52.222-26, Equal Opportunity (SEP 2016) (E.O.11246).

__ (ii) Alternate I (FEB 1999) of 52.222-26.

XX (35)

(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) ( 38 U.S.C. 4212).

__ (ii) Alternate I (JUL 2014) of 52.222-35.

https://www.acquisition.gov/far/52.219-13#FAR_52_219_13 https://www.acquisition.gov/far/52.219-14#FAR_52_219_14 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-16#FAR_52_219_16 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-27#FAR_52_219_27 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-28#FAR_52_219_28 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-28#FAR_52_219_28 https://www.acquisition.gov/far/52.219-29#FAR_52_219_29 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-30#FAR_52_219_30 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-32#FAR_52_219_32 https://www.govinfo.gov/content/pkg/USCODE-2018-title15/html/USCODE-2018-title15-chap14A-sec644.htm https://www.acquisition.gov/far/52.219-33#FAR_52_219_33 https://www.govinfo.gov/content/pkg/USCODE-2018-title15/html/USCODE-2018-title15-chap14A-sec637.htm https://www.acquisition.gov/far/52.222-3#FAR_52_222_3 https://www.acquisition.gov/far/52.222-19#FAR_52_222_19 https://www.acquisition.gov/far/52.222-21#FAR_52_222_21 https://www.acquisition.gov/far/52.222-26#FAR_52_222_26 https://www.acquisition.gov/far/52.222-26#FAR_52_222_26 https://www.acquisition.gov/far/52.222-35#FAR_52_222_35 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title38-section4212&num=0&edition=prelim https://www.acquisition.gov/far/52.222-35#FAR_52_222_35

XX (36)

(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) ( 29 U.S.C. 793).

__ (ii) Alternate I (JUL 2014) of 52.222-36.

XX (37) 52.222-37, Employment Reports on Veterans (JUN 2020) ( 38 U.S.C. 4212).

__ (38) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

XX (39)

(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) ( 22 U.S.C.