140A0721Q0016_Solicitation_PG_3_47.pdf

SOLICITATION # 140A0721Q0016 BIE-UTE MOUNTAIN UTE AGENCY

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B. CONTINUATIONOF SF 1449

B.1. Performance Work Statement

(a) General Information

(1) Scope of Work

The Contractor must provide all equipment, materials, tools, personnel, supervision, and other items, and all services to upgrade the security system to a new Programmable Logic Controller (PLC) System for the

Bureau of Indian Affairs (BIA), Ute Mountain Ute Agency (UMU), Office of Justice Services (OJS)

Detention Facility Center, Building 107. The Contractor must provide the equipment and perform to the standards in this purchase order. The purpose of this acquisition is to upgrade the current analog security system to a PLC system which is operational to assure Detention staff can utilize intercom and controls.

(2) Contractor Personnel

(i) Contractor Manager

(A) The Contractor must provide a contract manager who must be responsible for the performances of the work. The name of this person, and an alternate or alternates who must act for the Contractor when the manager is absent, must be designate in writing to the Contracting Officer (CO) and Contracting Officer’s

Representative (COR).

(B) The contract manager or alternative must have full authority to act for the Contractor on all contract matters relating to daily operations of this contract.

(C) The contract manager or alternate must be available during normal duty hours within 15 minutes to meet with government personnel (designated by the CO) to discuss problem areas. After normal duty hours, the manager and alternate(s) must be available within 2 hour(s).

(ii) Contractor Employees

(A) The contractor must not employ persons for work on this contract if such employee is considered by the COR to be a potential threat to the health, safety, security, general well-being, or operational mission of the installation and its population.

(B) Contractor personnel must easily be recognized as Contractor employees by wearing a visitor badge provided by the COR or Detention Correction Officer. Recognition as a contractor includes identifying as a contractor on an email, in accordance with FAR 37.114(c).

(C) The Contractor shall employ only skilled, trained workers familiar with the equipment. The

Contractor must make sure employees have current and valid professional certifications before starting work under this purchase order. No substitutes of personnel without notification and approval by the COR.

(D) The Contractor must not employ any person who is an employee of the U.S. Government if employing that person would create a conflict of interest.

(E) All Contractor employees must maintain satisfactory standards of competence, conduct, appearance, integrity, and ethics.

(F) All Contractor employees shall comply with contractor’s time and attendance policies and reporting requirements.

(G) All Contractor employees need a Tribal work permit. Contractor will have to reach out to the Tribal

Employment Rights Office or Ordinance.

(3) Security Requirements

(i) The Contractor must follow the security process at the BIA/OJS facility. The Contractor employees who enter the detention facility will be advised by the COR or Detention Correction Officer of standards, policies, and site plan.

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(A) Most the Detention Facility is occupied. Contractor must provide advance notice to the COR prior to coming on site and working in the building.

(B) Contractor employees must check in and out at the Detention Facility door intercom when entering and leaving the facility.

(C) Contractor must provide logo or patch on their tool bag/pouch/container.

(D) BIA reserves the right to inspect all boxes, packages, etc. coming into an existing from BIA facility.

(ii) The Contractor shall provide a list of personnel names and picture ID to the COR before work commences.

(iii) Vehicles used by the Contractor shall have the name of the Contractor’s company, meet all state laws for identification and placarding.

(iv) BIA reserves the right to perform background checks on any person(s) who are to perform work.

(A) Projects performed in five (5) working days or less requires no investigation and the contractor is treated as an escorted visitor. The Government escort must be a person who has completed a federal investigation

(B) Projects performed more than five (5) working days require an investigation.

(C) Check Care National Agency Check and Inquiries (CNACI) is required if the project is at a school.

The form for the CNACI is determined on which state the subject has lived for the last 5 years. Each state has different requirements to make the search.

(D) The BIE/BIA eQip Request form must be submitted to the COR immediately before services can be performance on the BIA/OJS facility.

(4) Quality Control

(i) In compliance with the FAR 52.246-2, Inspection of Supplies – Fixed Price, the Contractor must provide a quality control plan containing, at a minimum, the items listed in (4)(ii) to the COR for acceptance not later than the postaward conference. The COR will notify the Contractor of acceptance or required modifications to the plan before the project start date. The Contactor must make appropriate modifications.

COR will provide a copy to the CO.

(ii) The plan must include:

(A) A description of the inspection system to cover all services listed on the performance requirements summary (PRS) (Attachment D.1). The description must include specifics as to the areas to be inspected on both a scheduled and unscheduled basis, frequency of inspections and the title and organizational placement of the inspectors.

(B) A description of the methods to be used for identifying and preventing defects in the quality of service performed.

(C) A description of the records to be kept to document inspections and corrective or preventative actions taken.

(iii) The records of inspection must be kept and made available to the COR and CO, when requested, throughout the contract performance period and for the period after contract completion until final settlement of any claims under this contract.

(5) Quality Assurance

(i) According to the Inspection of Service clause FAR 52.246-4, the Government will evaluate the contractor’s performance under this contract. For those tasks listed on the Performance Requirements

Summary (PRS), the COR will follow the methods or surveillance observations. When an observation

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indicates defective performance, the COR will require the Contract Manager or alternate to initial the observation. The initialing of the observation does not necessarily constitute concurrence with the observation, only acknowledgement he or she has been made aware of the defective performance.

Government surveillance of tasks not listed in the PRS or by methods other than those listed in the PRS

(such as provided for by the Inspection of Services clause) may occur during the performance period of this contract. Such surveillance will be done according to standard inspection procedures or other contract provisions. Any action taken by the CO because of surveillance will be in accordance with the terms of the contract.

(ii) Performance Evaluation Meetings

The CO may require the Contract Manager to meet with the CO, COR and other BIA personnel as deemed necessary. The Contractor may request a meeting with the CO when he or she believes such a meeting is necessary. Written minutes of any such meetings must be recorded in the contract and signed by the

Contract Manager and the CO. If the Contractor does not concur with any portion of the minutes, such nonconcurrence must be provided in writing to the CO within 5 calendar days following receipt of the minutes.

(6) Physical Security at Government Site

The Contractor must be responsible for safeguarding all government property provided for Contractor use.

At the end of each work period, all government property, equipment, and materials must be secured.

(7) Hours of Operations

(i) Normal Hours of Operation

The Contractor must perform the services required under this contract during the following hours: 8 a.m.

to 4:30 p.m., from Monday to Friday. The Contractor is responsible for notifying the COR if the Contractor will be late or is ill and unable to work for other reasons. Working time for this contract is negotiable. Once the schedule is established, any deviations to the schedule must be approved in advance by the COR. If it is required of the BIA to supply an attendant to stay after the normal hours of operation, the Contractor must cover the additional cost of the BIA attendant.

(ii) Holidays

Holidays are in accordance with the U.S. Government Office of Personnel Management website:

http://www.opm.gov/Operating_Status_Schedules/fedhol/2021.asp. Future calendar years can be found at the same website.

(iii) Emergency or Special Event Services

Workdays may be interrupted by unannounced closures by the BIA (early release, dismissal, etc.) and by the Tribe (traditional activities; pandemic such as coronavirus, etc.)

(8) Conservation of Utilities

The Contractor must make sure employees practice utilities conservation. The Contractor must be responsible for operating under conditions preventing the waste of utilities.

Lights must be used only in areas where work is being performed.

(i) Employees must not adjust mechanical equipment controls for heating, ventilation, and air conditioning systems.

(ii) Water faucets or valves must be turned off when not in use.

(iii) Environmental and hazardous materials handling

(iv) Note deficiencies to COR. For example: water faucet leaking or broken, lights are out, etc.

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(b) Definitions

(1) General Definitions

Contract Discrepancy Report - A contract discrepancy report is the report transmitted to the Contractor by the CO, initiated by the COR.

Customer Complaints - Customer complaints are complaints made by customers which if validated, may be used by the Government for the purpose of assessing the contractor's quality assurance, or for taking deductions to the contract price.

Defective Service - A service output not meeting the standard of performance requirement specified in the contract for that service.

Performance Requirement - The point dividing acceptable and unacceptable performance of a task according to the PRS and the Inspection of Services clause. It is the number of defects or maximum percentage of defects in the lot that is acceptable.

Performance Requirements Summary - A listing of the services outputs under the contract to be evaluated by the COR on a regular basis, the surveillance methods to be used for these outputs, and the performance requirements of the listed outputs.

Quality Assurance - A planned and systematic pattern of all government actions necessary to provide confidence that adequate technical requirements are established; products and services conform to established technical requirements; and satisfactory performance is achieved. Quality assurance refers to actions by the government assurance functions for a contracted service. The term quality assurance is used colloquially as meaning post-award surveillance of the contractor's work.

Quality Assurance Plan - A Quality Assurance Plan (QAP) for a particular contract includes a series of individual Surveillance Guides (SGs). The QAP also contains a copy of the performance requirements summary (PRS) for reference use by the quality assurance evaluator (QAE) together with inspection and report forms as appropriate.

Quality Control - Those actions taken by a Contractor to control the production of outputs to ensure they conform to the contract requirements.

Rework - Rework is the performance of services found to be defective as a result of contract surveillance or other validated sources.

Surveillance - Surveillance is the process of monitoring, either by direct evaluation, observation, or other information sources, Contractor performance.

(2) Acronyms

BIA Bureau of Indian Affairs

CO Contracting Officer

COR Contracting Officer’s Representative

EPA Environmental Protection Agency

OJS Office of Justice Services

PRS Performance Requirements Summary

UMU Ute Mountain Ute

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(c) Government Furnished Services

Only those services generally performed at the BIA UMU Agency. Overage may be charged to the

Contractor.

(i) Utilities

(ii) Custodial Service

(iii) Refuse Collection, not to include hazardous or biological waste

(iv) Grounds Maintenance

(v) BIA personnel will escort the Contractor throughout the Detention Building and other areas identified by the COR.

(d) Contractor Furnished Items and Services

(1) General Information

Except for those items or services specifically stated in Section (c) as Government furnished, the Contractor must furnish everything needed to perform this contract according to all its terms. The Contractor shall provide all equipment, materials, tools, personnel, supervision, and other items, and all services to upgrade the security system to a new Programmable Logic Controller (PLC) System to meet the requirements of this contract.

(2) Tasks

(i) Contractor shall provide new equipment and materials to replace nonoperating or current analog equipment and materials to assure an operable PLC security system.

(ii) Contractor shall provide services to install new security equipment, relay controls, and network connection to the existing system.

(iii) Contractor shall map existing relay door and intercom controls and communication connections.

(iv) Contractor shall list and identify existing door controls; intercom devices; any additional systems such as UPS monitoring, storm lighting, central power, and signal; and potential problematics areas connecting to the new security system.

(v) Contractor shall list existing workstation, intercom, and control board devices; to include device wiring, terminations, and intercom and control on existing hard board graphic panels.

(vi) Contractor shall remove existing door control relay circuit boards; and provide and install new programmable touch type controller equipment with wiring connections and connect to relay circuit boards.

(vii) Contractor shall remove existing intercom control relay circuit boards; and provide and install new intercom touch controller connections and connect to existing field wiring for existing adult and juvenile substation intercoms.

(viii) Contractor shall install new communications switched required for data communications to all stations.

(ix) Contractor shall remove existing security control push button Hand Panels at control center in main security dispatch; and install new touch screen control stations and related devices necessary to perform control and annunciation functions. Contractor shall leave existing remote panels for adult and juvenile day room area controls as is.

(x) Contractor shall install new intercom master stations at all control points.

(xi) Contractor shall provide all documentation, programming, testing, and training to maintenance and detention staff.

(xii) Contractor shall provide a complete and operational PLC security system.

(3) Worksite Requirements

(A) The Contractor shall utilize products and materials made from biobased materials to the maximum extent possible without jeopardizing the intended end use or detracting from the overall quality delivered

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to the end user. All supplies and materials shall be of a type and quality conforming to applicable Federal specification and standards. Biobased products designated for preferred procurement under USDA at www.bioferred.gov. All supplies and materials in the performance of work described here are subject to the approval of the COR.

(B) The Contractor shall make arrangement with Tribe TERO for work permits for each employee doing work on this project.

(C) Contractor use of premise will be designated by the COR.

(D) All BIA Buildings are sensitive and frequently visited by the public. The Contractor shall limit use of the premises to authorized areas, to allow for owner occupancy and use by the public.

(E) Always keep driveways and entrances serving the premises clear and available to the employees and public.

(F) At the close of each workday and at the end of the contract, the Contractor shall remove all work equipment and tools from the work area.

(4) Disposal of Materials

(A) The Contractor shall be responsible for the disposal of all scrap and debris materials in accordance with the Environmental Protection Agency (EPA) regulations.

(B) Dumping is NOT permitted within the Ute Mountain Ute Tribe Reservation boundary; thus, all solid waste debris must be transported off the Ute Mountain Ute Tribal lands. Nearest suggested landfill location is Crouch Mesa Landfill in San Juan County, New Mexico.

(5) Warranty

Contractor shall provide warranty for all workmanship and equipment installed. No less than one (1) year warranty on workmanship. Equipment will use the manufacturer’s warranty on all new devices. Contractor shall perform an inspection of all workmanship and equipment installed one month before the first warranty expiration date.

(6) Documentation Requirements

The Contractor shall provide the following:

(A) Data on biobased products

(7) Equipment Condition

New equipment only. No remanufactured or “gray market” items. All items must be covered by the manufacturer’s warranty.

C. CONTRACT CLAUSES

C.1 52.252-2 Clauses Incorporated by Reference (Feb 1998)

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

https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses

FEDERAL ACQUISITION REGULATIONS (FAR) CLAUSES

FAR CLAUSE CLAUSE TITLE CLAUSE DATE

52.203-12 Limitations on Payments to Influence Certain Federal Transactions Jun 2020

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform

Employees of Whistleblower Rights Jun 2020

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper May 2011

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52.204-9 Personal Identity Verification of Contractor Personnel Jan 2011

52.204-13 System for Award Management Maintenance Oct 2018

52.232-40 Providing Accelerated Payments to Small Business Subcontractors Dec 2013

52.233-1 Disputes May 2014

52.233-4 Applicable Law for Breach of Contract Claim Oct 2004

52.242-15 Stop-Work Order Aug 1989

52.246-4 Inspection of Services—Fixed Price Aug 1996

52.247-34 F.o.b. Destination Nov 1991

C.2. 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment (Aug 2020)

(a) Definitions. As used in this clause—

Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network).

Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means–

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology

Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment;

or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the

Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means–

(1) Defense articles or defense services included on the United States Munitions List set forth in the

International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal

Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export

Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled-

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations

(relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control

Reform Act of 2018 (50 U.S.C. 4817).

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., PROGRAMMABLE LOGIC CONTROLLER SYSTEM UPGRAD PG 10 OF 47 connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019

(Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the

Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019

(Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR

4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract.

(c) Exceptions. This clause does not prohibit contractors from providing—

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(d) Reporting requirement.

(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting

Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause

(i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier

Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment

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manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.

C.3. 52.212-4 Contract Terms and Conditions – Commercial Items (Oct 2018)

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

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

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

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

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR

52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

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

Contracting Officer of the cessation of such occurrence.

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(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

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

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.3903) and Office of

Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

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

(i) Payment.

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31

U.S.C.3903) and prompt payment regulations at 5 CFR Part 1315.

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

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

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

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

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

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

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

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(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting

Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-

2 of the Federal Acquisition Regulation in effect on the date of this contract.

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

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

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

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

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

PROGRAMMABLE LOGIC CONTROLLER SYSTEM UPGRAD PG 14 OF 47

the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18

U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety

Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(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

PROGRAMMABLE LOGIC CONTROLLER SYSTEM UPGRAD PG 15 OF 47

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.

C.4. 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive

Orders—Commercial Items (Jan 2021)

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

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

2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations

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

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by

Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance

Services or Equipment. (Aug 2020) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

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

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78

(19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (June 2020), with Alternate I (Oct

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

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 2020) (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.)

__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub.

L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of

Div. C).

PROGRAMMABLE LOGIC CONTROLLER SYSTEM UPGRAD PG 16 OF 47

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016)

(Pub. L. 111-117, section 743 of Div. C).

__ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Jun 2020) (31 U.S.C. 6101 note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018)

(41 U.S.C. 2313).

__ (10) [Reserved].

__ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Mar 2020) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-3.

__ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Mar

2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-4.

__ (13) [Reserved]

X_ (14) (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.

__ (15) (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.

__ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

__ (17) (i) 52.219-9, Small Business Subcontracting Plan (Jun 2020) (15 U.S.C. 637(d)(4)).

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

__ (iii) Alternate II (Nov 2016) of 52.219-9.

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

__ (v) Alternate IV (Jun 2020) of 52.219-9

__ (18) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).

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

__ (19) 52.219-14, Limitations on Subcontracting (Mar 2020) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Mar 2020) (15

U.S.C. 657f).

__ (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (Nov 2020) (15 U.S.C.

632(a)(2)).

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

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged

Women-Owned Small Business Concerns (Mar 2020) (15 U.S.C. 637(m)).

__ (24) 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 (Mar2020) (15 U.S.C. 637(m)).

__ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C. 644(r)).

__ (26) 52.219-33, Nonmanufacturer Rule (Mar 2020) (15U.S.C. 637(a)(17)).

X_ (27) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).

X_ (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan2020) (E.O.13126).

__ (29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

__ (30) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246).

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

X_ (31) (i) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212).

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

X_ (32) (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.

X_ (33) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212).

X_ (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010)

(E.O. 13496).

X_ (35) (i) 52.222-50, Combating Trafficking in Persons (Oct 2020) (22 U.S.C. chapter 78 and E.O. 13627).

PROGRAMMABLE LOGIC CONTROLLER SYSTEM UPGRAD PG 17 OF 47

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

__ (36) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (37) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items

(May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons

(Jun 2016) (E.O. 13693).

__ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air

Conditioners (Jun 2016) (E.O. 13693).

__ (40) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Oct 2015) of 52.223-13.

__ (41) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and

13514).

__ (ii) Alternate I (Jun2014) of 52.223-14.

X_ (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (May 2020) (42 U.S.C. 8259b).

__ (43) (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015) (E.O.s

13423 and 13514).

__ (ii) Alternate I (Jun 2014) of…