140A0723Q0019_PG3_41.pdf

SOLICITATION # 140A0723Q0019 BIA-OJS-DISTRICT IV-CHIEF IGNACIO JUSTICE CTR

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B. CONTINUATIONOF SF 1449

B.1. Condition of Supply/Equipment

All supplies and equipment will be new. No substitutions are allowed.

B.2. Contract Type

The Department of the Interior (DOI), Bureau of Indian Affairs, Southwest Regional Office anticipates awarding a single Firm Fixed Price purchase order(s) for the Food Supplies and Services at BIA, Office of Justice Services, Chief Ignacio Justice Center. This is a non-competitive request for quote pursuant to FAR Part 12 Commercial Items in conjunction with FAR Part 13, Simplified Acquisition Procedures. This acquisition is a sole source.

B.3. Scope Of Work

(a) General

(1) Purpose The Contractor shall provide all food and non-food supplies, food services, personnel, vehicles, transportation, training, supervision, and quality control to perform the Food & Non-Food Supply and Services defined in the contract. The Contractor must be an established food services distributor who can supply all the products from their own inventory/warehouse. The supply and services are for the Bureau of Indian Affairs (BIA), Office of Justice Services (OJS), Chief Ignacio Justice Center (CIJC), Adult and Juvenile Correctional Facility in Towaoc, CO.

(2) Background Under the authority provided by 25 CFR 2802, which implements Public Law 101-379, and the Indian Law Enforcement Reform Act, the BIA OJS provides criminal justice remedial action, a correctional and detention service, and rehabilitation in Indian Country.

The CIJC is a detention center on the Ute Mountain Ute Indian Reservation located in Towaoc, Montezuma County, Colorado. The BIA, District IV, OJS, Division of Correction administers this facility. The OJS directorate of Operation states it is committed to providing nutritional and healthy foods at OJS detention facilities, meeting or exceeding Tribal and nationally recognized standards in a safe and sanitary environment. The BIA, Division of Corrections, Corrections Handbook mandates that inmates are served three nutritious meals daily, and those facilities that house youth offenders serve an additional high-calcium snack twice daily. CIJC houses both adult and youth offenders.

CIJC houses approximately 60 inmates, a total combined adult, and juvenile inmates. The CIJC has two full-time cooks and a fully equipped kitchen accommodating 76 inmates.

Meal total per month: Estimated 6,840 Maximum 7,000 High calcium snacks per month: Maximum 1,320

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(b) Contractor Personnel

(1) Contractor Manager

(i) 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). This person is name on page 1, Section 20 of the purchase order.

(ii) The contract manager or alternative must have full authority to act for the contractor on all contract matters relating to this contract.

(iii) The contract manager or alternate must be available during normal duty hours within 60 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 hours.

(2) Contractor Employees

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

(ii) Contractor personnel must easily be recognized as contractor employees. Government site badge instructions: must be present upon Contracting Officer’s Representative’s (COR) request.

(iii) The contractor must make sure employees have the following current and valid professional certifications before starting work under this contract.

(iv) 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.

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

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

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

(c) Security Requirements

(1) The contractor must follow the security process at the BIA facility. The COR will provide the necessary facility pass requirements, security clearance requirements, etc. The contractor is required to check in and out at the main office daily when entering and leaving the facility. BIA reserves the right to inspect all boxes, packages etc. coming into and exiting from any BIA facility.

(2) The contractor shall follow the security process at the tribe. The contractor is responsible for obtaining the necessary permit from the tribe. When obtained the contractor must inform the COR.

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

(d) Services

(1) Account Representative The Contractor shall provide an Account Representative assigned to the BIA CIJC account. The Account Representative shall:

(i) Be available Monday – Friday, 8:00 am to 4:30 pm MST, via telephone and/or web-based conference call or chat.

(ii) Ensure deliveries are on schedule.

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(iii) Promptly deliver invoices and bills for goods delivered.

(iv) Promptly resolve any problems with the order/delivery schedule.

(v) Maintain CIJC account.

(vi) Promptly Credit returns to CIJC account.

(vii) Arrange for the return of miss-shipped or deficient products.

(viii) Notify CIJC staff before the non-delivery of any products out of stock or shortages and where a substitution must be made.

(ix) Be the point of contact for all reports.

(x) Demonstrate to the CIJC dietary staff taste panels new products available on the market.

(xi) Collaborate with CIJC to develop and implement menus.

(xii) Conduct can cuttings and samplings as needed or required by the CIJC representative.

(xiii) Promptly respond to CIJC complaints and inquiries about various products.

(xiv) Perform research and make recommendations for any product changes to improve the CIJC needs.

(2) Delivery Driver/Person

(i) Must be able to pass and maintain a positive security background check.

(ii) Make deliveries inside the kitchen corridor and be compliant with standard operating procedures.

(iii) Must possess and maintain a commercial driver's license.

(iv) Must be fully insured by the Contractor.

(v) Must always be identifiable as a Contractor.

(vi) Must provide barricades, signs, and other safety equipment as required by Federal, State, or local codes.

(3) Dietician

(i) Must be fully certified.

(ii) Shall provide a summer and a winter menu. See Menu Development Section (4). See attachment D.4 and D.5 for current menus.

(iii) Shall formulate regular and special diet menus.

(iv) Shall provide training on meal preparation, when necessary.

(4) Menu Development CIJC has two menus, summer, and winter. The Contractor's Dietician shall review these menus at least annually to ensure the menus meet the nutritional recommended dietary allowance. The contractors' dietician will formulate the regular and special diet menus with their food products and consult with the COR and CIJC dietary staff to finalize these new recipes. The menu shall consider traditional Native American food prepared and identify serving at calculating daily nutritional requirements (i.e., protein, carbohydrates, sodium, etc.).

The Contractor will be able to draft menus accommodating Indigenous food items at least one meal per week for 76 persons.

The Contractor will be able to draft menus reflecting the needs of 22 school-age children.

The Contractor will be able to provide high-calcium snacks twice daily for 22 persons.

All menus prepared shall consider food flavor, texture, temperature, appearance, and palatability.

Along with incorporating the principles in the United States Department of Agriculture

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Department and Health Service Food Guide Pyramid meeting the current Recommended Dietary Allowance for the general inmate population and those with a therapeutic or special diet, i.e., diabetic, gestational, renal, sodium-restricted, and low-fat diets, etc. Special diets are identified by healthcare providers, not under this contract.

(5) Other Services At the start of the contract, conduct frequent teleconference calls with the Account Representative, COR, and CIJC staff to discuss any areas of concern. As the contract progresses, the number and frequency of teleconferences may be reduced.

The Contractor shall be expected to provide samples free of charge for testing to ascertain the most acceptable/appropriate products to meet the CIJC needs.

The CIJC shall conduct product quality testing as needed or by random sampling recommendation.

Toll-Free Number: The Contractor shall provide a toll-free telephone number for the COR and CIJC dietary staff to contact the Contractor's personnel.

(e) Supplies

The Contractor shall be an established food services distributor who can supply all the products listed in Attachment D.2 and D.3. This list may be modified to add or delete products via a modification to this purchase order. All items on the list may not be ordered, due to the prepared menus. The Contractor shall provide and deliver food, beverage, kitchenware, and sundries for the BIA CIJC, Adult and Juvenile Correctional Facility. The BIA is responsible for feeding the inmates three nutritious meals daily, snacks, and special dietary requirements for diabetes and other dietary needs.

The quantities ordered weekly shall only be delivered. The Contractor must provide all items and quantities to minimize CIJC having to seek other interim product sources. CIJC reserves the right to utilize a secondary vendor's food and food service-related supplies if it is determined in the best interest.

The Contractor guarantees delivery to the CIJC regardless of any organized work stoppages which may occur at the Contractor's facility.

(1) Ordering The Contractor shall provide an online order platform or software for ordering supplies. No software shall be installed in CIJC computer system. The Contractor must be able to handle importing and exporting files between their computer system and the CIJC system for price transfers and other product changes. The Contractor shall provide initial on-site training to the CIJC representatives to ensure their understanding of the ordering procedure. The contractor must be able to accept faxed, telephoned, or emailed orders when necessary.

Contractor’s Order Fax Number: _____________________

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Contractor’s Order Telephone Number: _____________________

Contractor’s Order Email address: _____________________

When the Contractor acquires computer technology or upgrades to an existing system during the contract period, that technology shall be made available at no additional cost to the CIJC.

(2) Delivery Schedule And Location

(i) Orders shall be placed on Monday, no later than noon. Delivery is to be made on Thursday between the hours of 7:00 am to 9:00 am. Mountain Time. If a federal holiday falls on a Thursday, the food shall be ordered at least one day in advance to ensure delivery is made one day before the holiday. See

(ii) All deliveries shall be made to BIA Chief Ignacio Justice Center, 107 Spruce Street, Towaoc, CO 81334. Drivers shall be allowed limited access to a clean and clear area at the sallyport entrance to allow optimal delivery conditions to accommodate a 53' trailer. Inside delivery shall follow standard operating procedure. CIJC shall have complete control over granting access to the delivery driver(s).

(iii)Add/Cut Schedule: If the Contractor cannot fulfill an order, the Account Representative must contact the CIJC immediately and no later than noon the day before the delivery to discuss alternatives. Substitutions are not made without the COR's approval. If a satisfactory solution cannot be reached, the CIJC may purchase the needed item from another vendor.

(3) Returns

(i) At the time of delivery

If a deficient quality is noticed during delivery, the driver shall accept the rejected item(s), and the returned item(s) will be noted on the delivery ticket. The credit shall be applied to the appropriate invoice.

(ii) After delivery If deficient quality is discovered after an item is received, the COR shall contact the Account Representative within three days of receipt. The Account Representative shall then arrange the pickup and credit. The CIJC shall make every effort to maintain the product in its delivered condition until pick up.

(4) Packaging and Marking Products listed in the contract shall be prepared, processed, and packaged under sanitary conditions and in accordance with good commercial practice. All products shall be packed in standard commercial containers so constructed as to give adequate protection to their contents from the normal hazards of transportation and insure acceptance by common carrier for safe transportation and lowest rate to the point of delivery. All items shall be in good condition.

(5) Price Adjustment If a substitution is necessary, the substituted item shall be priced at the contracted cost of the ordered item unless the cost of the substituted item is lower.

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If the Contractor cannot deliver a regularly ordered item and CIJC purchases from an alternate vendor, the CIJC shall notify the Contractor's Account Representative of any differences in cost.

The supplier shall issue a credit memo to the CIJC for any extra cost incurred at such time.

The supplier shall pass on to the CIJC all promotional allowances, discounts, and manufacturer's rebates at lower prices. The supplier shall also keep the CIJC informed of any rebates that may be redeemed and provide tracking information on usage so the CIJC may take full advantage of all available rebates and free goods offers.

(6) Emergency Orders/Deliveries The Contractor must be able to handle emergency orders as they arise. Time to be agreed upon by both parties when placing an emergency order.

(7) Delivery Tickets/Invoices All deliveries shall be accompanied by an itemized delivery ticket/invoice containing the following minimum information:

1. Name of Supplier

2. Contract Award Reference Number

3. Date of Purchase

4. Invoice Number

5. An itemized list of supplies

6. Quantity, unit price, and extension of each item

7. Date of delivery or shipment date

If an order is rejected due to quality or wrong order, the driver shall accept the returned item and indicate so on the delivery ticket. A credit memo shall be immediately applied before a payment request is submitted.

Invoices shall be submitted on a weekly basis. Copies of invoices, including chargebacks, must be made available upon written request from the COR or CO

All Bureau of Indian Affairs locations for the provision and delivery of food is tax exempt and does affect the Tribal or TERO tax.

BIA Tax Exemption Identification Number 85-0197413

(8) Substitutions And Shortages Substitutions must be equal to or better than the original priced item. No substitutions shall be made on critical item(s) without prior approval from the COR. If the Contractor cannot obtain prior approval, the Contractor is authorized to substitute for what they believe to be equal. If the substitution is not deemed appropriate by the CIJC, the Contractor must pick up and credit the cost. If the substitution is deemed acceptable, the price shall not exceed the unavailable item. The substitution item must be added to the Food and Non-Food list via a contract modification.

If the Contractor arranges another supplier for substitutions or shortages, the CIJC shall be billed at the contract-established pricing or the alternate supplier's price, depending upon whichever is lower.

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If the Contractor cannot provide a suitable substitution or arrange for another supplier to provide the item(s), CIJC shall attempt to arrange for a supplier to deliver.

(9) Reports

(i) The Contractor shall furnish the COR monthly reports listing the quantity of each line purchased and the total dollar amounts expended for each item as follows:

1. By dollar volume by month, year to date, and fiscal year.

2. By quantity shipped by month, year to date, and fiscal year.

3. Usage figures for a specific brand or manufacturer for a specified timeframe for tracking rebates.

(ii) Quality Assurance: Copies of the Contractor's product specifications shall be available for review and forwarded to the CIJC within two working days after the CIJC representative's request.

(10) Market Information: The CIJC expects the Contractor to provide the latest market information regarding product condition, quality, pricing trends, and new products. The contractor shall make recommendations on product changes to improve the CIJC dietary needs.

(f) Work Requirements While providing services under this project, the Contractor is responsible for conducting work posing no health/safety risk to the Contractor, the Contractor’s employees, government employees, tribal employees, tribal members, or the public.

(1) Quality Assurance Copies of the supplier's product specification will be available for review and forwarded to the School representative within 48 hours after requested.

The supplier will be expected to provide samples free of charge for testing to ascertain the most acceptable/appropriate products to meet the School needs.

Product quality testing will be conducted by the School on an as needed basis or by random sampling according to existing procedures. At the beginning of the contract the School anticipates the need for a large amount of can-cutting and product testing to decide the quality level of the items to purchase. School personnel will attend these testing sessions. Throughout the contract, additional testing will be performed at the request of the School.

(2) Regulations, Laws The services and supplies shall conform to the latest (not limited to):

(A) Occupational Safety and Health Act (OSHA) of 1970

(B) All appropriate Township, County, State, and Federal Regulations, codes, and ordinances shall apply to this contract.

(C) Federal, State, and local laws, ordinances, and regulations in any manner affecting the conduct of the work applying to employees on the project.

It shall be the Contractor's sole responsibility to be aware of these regulations and to comply with them. The Government shall not be liable for any citations received by the Contractor.

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(3) Tribal Employment Rights Ordinances Many tribes have passed Tribal Employment Rights Ordinances (TERO), which specify conditions all contractors must satisfy to assure the tribes their tribal members are given appropriate opportunities for employment in on-reservation projects. In addition to requiring the hiring of tribal member labor, some TERO also imposes a TERO tax based on the contract amount.

The Contractor is responsible for determining the cost of compliance with applicable TERO and includes those costs in the Contractor's proposal. Additional tribes may adopt TERO without notice, and the Contractor is responsible for contacting tribes on whose reservations they will be working to determine whether a TERO is in force and the terms.

(4) BIA CIJC POINTS OF CONTACT

UTE MOUNTAIN UTE TRIBE TERO DEPARTMENT

Point of Contact (POC) Information

Name: Lisa Mannino Title: Office Administrator

Address: 420 Sunset Blvd, PO Box 234

City/State/Zip Code:

Towaoc, CO 81334

Phone No.: (970) 564-5715 Email Address: lmanning@utemountain.org

NAME TITLE TELEPHONE EMAIL

Food Order Beverly Tsosie

Cook 970-565-3706 X 116 beverly.tsosie@bia.gov

Karen Blackhorse

Cook 970-565-0851 karen.blackhorse@bia.gov

Gwendolynn Goldtooth

Supervisory Correctional Lieutenant

970-565-5412 gwendolynn.goldtooth2@bia.gov

Julia Freeland Law Enforcement Assistant

970- 565-0227 julia.freeland@bia.gov

Adam Lawson

Chief of Police 970-565-3706 X 102 adam.lawson@bia.gov

Invoice and Payment Processing Julia Freeland Law Enforcement

Assistant 970- 565-0227 julia.freeland@bia.gov

Food Order Approval and 1st Invoice Approval

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Any changes to the BIA CIJC POCs shall be done via a modification to the contract.

C. CONTRACT CLAUSES

C.1 52.252-02 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/browse/index/far https://www.acquisition.gov/diar

FEDERAL ACQUISITION REGULATIONS (FAR) CLAUSES

CLAUSE CLAUSE TITLE CLAUSE DATE

52.202-1 Definitions Jun 2020 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper May 2011 52.211-17 Delivery of Excess Quantities Sep 1989 52.219-14 Limitations on Subcontracting (SAT AND ABOVE) Oct 2022 52.232-40 Providing Accelerated Payments to Small Business Subcontractors Mar 2023 52.233-4 Applicable Law for Breach of Contract Claim Oct 2004

C.2. 52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services (Dec 2022)

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

Gwendolynn Goldtooth

Supervisory Correctional Lieutenant

970-565-5412 gwendolynn.goldtooth2@bia.gov

Todd Giesen Supervisory Correctional Specialist

970-565-2063 todd.giesen@bia.gov

Adam Lawson

Chief of Police 970-565-3706 X 102 joseph.brooks@bia.gov

Final Invoice Approval Julia Freeland Law Enforcement

Assistant 970- 565-0227 julia.freeland@bia.gov

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

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

EFT.

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

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

(i) Payment.-

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed

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prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

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

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

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

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

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

chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

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(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

C.3. 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Products and Commercial Services (Sep 2023)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Nov 2021) (Section 1634 of Pub. L. 115- 91).

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

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(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 the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I (Nov 2021) ( 41 U.S.C. 4704 and 10 U.S.C. 4655).

X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) ( 41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

__ (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).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (8) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of Division R of Pub. L. 117-328).

__ (9) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Nov 2021) ( 31 U.S.C. 6101 note).

__ (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

__ (11) [Reserved].

__ (12) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Oct 2022) ( 15 U.S.C. 657a).

__ (13) 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).

__ (14) [Reserved] __ (15)

(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.

__ (16)

(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.

__ (17) 52.219-8, Utilization of Small Business Concerns (Sep 2023) ( 15 U.S.C. 637(d)(2) and (3)).

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__ (18) (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.

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

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

__ (v) Alternate IV (Sep 2023) of 52.219-9.

__ (19) (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.

__ (20) 52.219-14, Limitations on Subcontracting (Oct 2022) ( 15 U.S.C. 637s).

__ (21) 52.219-16, Liquidated Damages—Subcontracting Plan (Sep 2021(Sep 2021) (15 U.S.C. 637(d)(4)(F)(i)).

__ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Oct 2022) ( 15 U.S.C. 657f).

__ (23) (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.

__ (24) 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)).

__ (25) 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)).

__ (26) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) ( 15 U.S.C. 644(r)).

__ (27) 52.219-33, Nonmanufacturer Rule (Sep 2021) ( 15U.S.C. 637(a)(17)).

X_ (28) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).

X__ (29) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Dec 2022) (E.O.13126).

X_ (30) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X_ (31) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246).

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

X__ (32) (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__ (33) (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.

__ (34) 52.222-37, Employment Reports on Veterans (Jun 2020) ( 38 U.S.C. 4212).

__ (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

X_ (36) (i) 52.222-50, Combating Trafficking in Persons (Nov 2021) ( 22 U.S.C. chapter 78 and E.O. 13627).

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

__ (37) 52.222-54, Employment Eligibility Verification (May 2022) (Executive Order 12989).

(Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

__ (38) (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.)

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__ (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.)

__ (39) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (40) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

__ (41) (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.

__ (42) (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.

__ (43) 52.223-15, Energy Efficiency in Energy-Consuming Products (May 2020) (42 U.S.C. 8259b).

__ (44) (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 52.223-16.

X_ (45) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun 2020) (E.O. 13513).

__ (46) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

__ (47) 52.223-21, Foams (Jun2016) (E.O. 13693).

__ (48) (i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a).

__ (ii) Alternate I (Jan 2017) of 52.224-3.

__ (49) (i) 52.225-1, Buy American-Supplies (Oct 2022) ( 41 U.S.C. chapter 83).

__ (ii) Alternate I (Oct 2022) of 52.225-1.

__ (50) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (Dec 2022) ( 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C.

chapter 29 (sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286, 108-302, 109- 53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I [Reserved].

__ (iii) Alternate II (Dec 2022) of 52.225-3.

__ (iv) Alternate III (Jan 2021) of 52.225-3.

__ (v) Alternate IV (Oct 2022) of 52.225-3.

__ (51) 52.225-5, Trade Agreements (Dec 2022) ( 19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (52) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2021) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (53) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

__ (54) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) ( 42 U.S.C. 5150).

__ (55) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov2007) ( 42 U.S.C. 5150).

__ (56) 52.229-12, Tax on Certain Foreign Procurements (Feb 2021).

__ (57) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (Nov 2021) ( 41 U.S.C. 4505, 10 U.S.C. 3805).

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__ (58) 52.232-30, Installment Payments for Commercial Products and Commercial Services (Nov 2021) ( 41 U.S.C. 4505, 10 U.S.C. 3805).

X_ (59) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Oct2018) ( 31 U.S.C. 3332).

__ (60) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) ( 31 U.S.C. 3332).

__ (61) 52.232-36, Payment by Third Party (May 2014) ( 31 U.S.C. 3332).

__ (62) 52.239-1, Privacy or Security Safeguards (Aug 1996) ( 5 U.S.C. 552a).

__ (63) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) ( 15 U.S.C. 637(d)(13)).

__ (64) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021) ( 46 U.S.C. 55305 and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

__ (iii) Alternate II (Nov 2021) of 52.247-64.

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

X__ (1) 52.222-41, Service Contract Labor Standards (Aug 2018) ( 41 U.S.C. chapter67).

__ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (Aug 2018) (29 U.S.C. 206 and 41 U.S.C.

chapter 67).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (May 2014) ( 29U.S.C.206 and 41 U.S.C. chapter 67).

__ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) ( 41 U.S.C. chapter 67).

__ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) ( 41 U.S.C. chapter 67).

X_ (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (Jan 2022).

X_ (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2022) (E.O. 13706).

X_ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records-Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final…