140A0724R0001_PG03_40.pdf

SOLICITATION # 140A0724R0001 BIA-OJS-CIJC

SUPPLY: FOOD & NON-FOOD SUPPLIES AND SERVICES PG 3 OF 40

B. CONTINUATIONOF SF 1449

B.1. SF 1449 Block 19 through 24

(a) All sections will be identified on individual Task Orders issued under this contract. Oral order placed over the telephone are authorized only when ordering platform is not available. The oral order must be confirmed in writing by the Contractor. Government Purchase Card orders will be authorized under this contract.

(b) Block 20 - Period of Performance

Base Year May 1, 2024 to April 30, 2025

1st Option Year May 1, 2025 to April 30, 2026

2nd Option Year May 1, 2026 to April 30, 2027

3rd Option Year May 1, 2027 to April 30, 2028

4th Option Year May 1, 2028 to April 30, 2029

Option years will be exercised under FAR 52.217-9 via a modification.

B.2. SF 1449 Block 25

Accounting and appropriation data will be identified on individual Task Orders issued under this contract.

B.3. Contract Type

The Department of the Interior (DOI), Bureau of Indian Affairs (BIA), Southwest Regional Office

(SWRO) anticipates awarding a single Firm Fixed Price with Economic Adjustment, Indefinite

Delivery and Indefinite Quantity contract for delivery of Food Supplies & Non-Food Supplies and

Firm Fixed Price for providing Food Services to the BIA Office of Justice Services (OJS), Chief

Ignacio Justice Center (CIJC) detention center in Towaoc, Colorado. This is a competitive request for quote pursuant to FAR Part 12 Commercial Items and FAR 15 Contracting by Negotiation.

This acquisition is full and open competition, meaning no set-aside. The award will be selected by

Lowest Price Technically Acceptable.

B.4. Scope of Work (Supplies) and Performance Work Statement (Services)

B.4.1. 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 at 107 Spruce

Street in Towaoc, Montezuma County, Colorado, 81334. See Attachment D.1. 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

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Division of Corrections, Corrections Handbook mandates inmates are served three nutritious meals daily, and those facilities housing youth offenders serve an additional high-calcium snack twice daily. CIJC houses both adult and youth offenders. The BIA is responsible for providing special dietary requirements for diabetes and other dietary needs.

Meal total per month: Estimated 6,840

Maximum 7,440

High calcium snacks per month: Maximum 1,320

B.4.2. Contract Purpose

The Contractor shall provide all food and non-food supplies, food services, personnel, vehicles, transportation, supervision, technology, hardware, software, insurance, permits, meetings, training, and quality control necessary to perform the Food and 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

BIA, OJS, CIJC, Adult and Juvenile Correctional Facility in Towaoc, CO.

B.4.3. Contractor Personnel

(a) Contractor Manager

(1) 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).

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

(3) 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.

(b) Contractor Employees

(1) 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.

(2) Contractor personnel must easily be recognized as contractor employees. Government site badge instructions shall be provided by the Contracting Officer’s Representative’s (COR), if needed.

(3) The contractor must make sure employees have current and valid professional certifications before starting work under this contract. No substitutes of personnel without notification and approval by the COR and/or CO.

(4) 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.

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

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

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

(8) The Contractor will make arrangement with Tribe Tribal Employment Rights Office (TERO) for work permits for each employee doing work on this project. See also Section B.4.12.(b).

Ute Mountain Ute Tribe

Tribal Employment Rights Office

PO Box 234

Towaoc, CO 81334

(9) The Contractor shall provide a list of Key Personnel List (Attachment D.2.) hired for this project at time of quote, which will be incorporated into the contract. The BIA reserves the right to exclude key personnel from providing services under this project. The basis for excluding key personnel will be the lack of competency and/or professional behavior on past or ongoing contracts, including this contract. If a new hire is made during this contract, the person must be approved by BIA before starting on the contract.

(c) Account Representative

The Contractor shall provide an Account Representative assigned to the BIA CIJC account. The

Account Representative shall:

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

(2) Ensure deliveries are on schedule.

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

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

(5) Maintain CIJC account.

(6) Promptly Credit returns to the CIJC account.

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

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

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

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

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

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

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

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

(d) Delivery Driver/Person

The Contractor shall provide a delivery driver/person who shall:

(1) Be able to pass and maintain a positive security background check.

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

(3) Possess and maintain a commercial driver's license.

(4) Be fully insured by the Contractor.

(5) Provide barricades, signs, and other safety equipment as required by Federal, State, or local codes.

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(e) Dietician

The Contractor shall provide a dietician who shall:

(1) Have a bachelor’s or higher degree in nutrition, or a closely related field.

(2) Have a licensure or certification for practicing dietitian services.

(3) Provide a summer and a winter menu on a 6-month cycle. See Menu Development Section

B.4.11.(e).

(4) Include calorie counts for all menus/meal plans.

(5) Collaborate with CIJC administration to include traditional Native American/Indigenous

Foods in the menus/meal plans.

(6) Be available during government business hours to discuss problem areas.

(7) Workload Estimate (Attachment D.10) can be changed by Contractor based on item above.

B.4.4. Security Requirements

(a) 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.

(b) 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.

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

(d) The contractor must be responsible for safeguarding all government property provided for contractor use. At the end of each workday, all government property, equipment, and materials must be secured. All contractor provided equipment, vehicles, materials, tools, etc. must be secured by the contractor at the site. COR may designate a site, but BIA is not responsible for the security.

B.4.5. Quality Control

(a) In compliance with the FAR 52.246-4, the contractor must provide a quality control plan that contains, at a minimum, the items listed in section (b) below 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 contract start date. The Contactor must make appropriate modifications. COR will provide a copy to the CO.

(b) The plan must include:

(1) A description of the inspection system to cover all services listed on the performance requirements summary (PRS) (Attachment D.7). 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.

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

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

(c) 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. Any changes must be made to plan immediately.

B.4.6. Quality Assurance

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 PRS, the COR will follow the methods or surveillance observations. When an observation indicates defective performance, the COR will require the Contract Manager or alternative(s) to initial the observation.

The initialing of the observation does not necessarily constitute concurrence with the observation, only acknowledgement that 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.

B.4.7. Performance Evaluation Meetings

(a) Postaward Meeting - The purpose of the meeting is to review the contract terms and conditions and identify Key Personnel on both parties. Participants without authority to bind the

Government shall not take action that in any way alters the contract. The CO or COR shall provide written minutes within 5 business days after the meeting.to the Contractor Manager for review/concurrence.

(b) At the start of the contract, frequent teleconference meetings with the Contractor’s personnel

(Contract Manager, Account Representative, Driver, and or Dietitian), COR, and CIJC staff to discuss any areas of concern. As the contract progresses, the number and frequency of teleconferences may be reduced. COR shall provide written minutes within in 5 business days after the meeting to the Contractor Manager for review/concurrence.

(c) The CO or COR may require the Contract Manager and/or Project Leader 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. The party calling the meeting will provide written minutes of any such meetings which 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.

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B.4.8. Hours of Operations

(a) Normal Hours of Operation

The Contractor must perform the services required under this contract during the following hours:

8 a.m. to 5:00 p.m., Mountain Time. Deliveries will be made on Thursday only between 7:00 am and 9:00am. The Contractor is responsible for notifying the COR if he/she will be late or is ill and unable to work for other reasons. 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.

(b) Holidays

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

http://www.opm.gov/Operating_Status_Schedules/fedhol/2024.asp. Future calendar years can be found at the same website. If a federal holiday falls on a Thursday (delivery date) the food shall be ordered at least one day in advance to ensure delivery is made one day before the holiday.

(c) Emergency or Special Event Services

Workdays may be interrupted by unannounced closures of the government facilities or Tribal

Reservation for early release, dismissal, unforeseen weather, electric power outages, and fire or tradition activities.

B.4.9. Government Furnished Property (GFP) and Services

The BIA has no GFP or Services to furnish to the Contractor.

B.4.10. Records

(a) The Contractor shall not disclose and must safeguard procurement sensitive information, computer systems and data, privacy act data and government personnel work products obtained or generated in the performance of services under this project. This applies to all Contractor personnel who provide services under this project, including but not limited to the project leader, key personnel, and other Contractor employees.

(b) When providing services using electronic equipment, such as a desktop computer, a laptop, a tablet, or similar devices, the Contractor must provide a backup system for any deliverables, and for any draft or working copies of the deliverables, stored on these devices. The backup system can either be a local area network (LAN), an external hard drive, or a USB flash drive (thumb or jump drive). A cloud-based backup system is allowed but is not recommended. The Contractor must perform backups on a defined periodic basis. Before any services are provided under this project, the Contractor will provide the BIA with a written description of the backup system and a schedule for the periodic backups.

(c) Upon the Government’s final acceptance of the services and deliverables, the Government will retain sole ownership of the deliverables. Therefore, when notified of final acceptance, the

Contractor is required to certify, in writing, the Contractor, the Contractor’s employees used to provide the services do not retain any electronic and manual copies of the deliverables, and any backups, drafts or working copies of the deliverables, provided under this project.

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B.4.11. Contractor-Furnished Items and Services

(a) Task #1 – 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. Number: ______________________

(b) Task #2 – Ordering

(1) The Contractor shall provide an online order platform or software for ordering supplies at no cost. No software shall be installed in the CIJC computer system. 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) 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.

(3) The contractor must be able to accept faxed, telephoned, or emailed orders when necessary.

Contractor's Order Fax Number: __________________________

Contractor's Order Telephone Number: ____________________

Contractor's Order Email address: ________________________

(4) Orders shall be placed on Monday by CIJC representative, no later than noon MT.

(c) Task #3 - Delivery

(1) All deliveries shall be made to BIA CIJC, 107 Spruce Street, Towaoc, CO 81334. See

Attachment D.1.

(2) 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.

(3) Inside delivery shall follow standard operating procedure. CIJC shall have complete control over granting access to the delivery driver(s).

(4) If the Contractor cannot deliver an order, the Account Representative must contact the COR immediately and no later than noon (MT) the day before the delivery to discuss alternatives.

(5) Delivery for emergency orders shall be agreed upon by both parties.

(d) Task #4 - Food and Non-Food Supplies

(1) The Contractor shall be an established food services distributor who can supply all the products listed in Attachments D.3. and D.4.

(2) All supplies shall be new.

(3) The Contractor shall provide and deliver food, beverages, kitchenware, and sundries for the

BIA CIJC, Adult and Juvenile Correctional Facility.

(4) The Contractor shall provide the latest market information regarding product condition, quality, pricing trends, and new products. The contractor shall recommend product changes to improve the CIJC dietary needs.

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

(6) 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.

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

(8) Substitutions and Shortages

(i) 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 the item and credit the cost. The price shall not exceed the unavailable item if the substitution is acceptable. The substitution item must be added to the Food and Non-Food list via a contract modification.

(ii) 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.

(iii) 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) 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 before a payment request is submitted.

(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.

(10) Price Adjustment

(i) 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.

(ii) 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.

(iii) 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.

(11) Emergency Orders -The Contractor must be able to handle emergency orders as they arise.

(e) Task #5 - Menu Development

(1) CIJC has two menus: summer and winter. See Attachments D.5. and D.6. 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 the contractor’s food products and consult with the COR and CIJC dietary staff to finalize these new recipes. The Contractor's Dietician shall consider traditional Native American food prepared and identify serving at calculating daily nutritional requirements (i.e., protein, carbohydrates, sodium, etc.).

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

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

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

(5) All menus prepared shall consider food flavor, texture, temperature, appearance, and palatability. Along with incorporating the principles in the United States Department of

Agriculture 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.

(f) Task #6 - Training

The Contractor shall provide on-site or on-line training to the CIJC representatives to ensure their understanding of the following:

(1) Online order platform

(2) New menu item’s preparation

(g) Task #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

Copies of invoices, including credits, must be made available upon written request from the

COR or CO.

B.4.12. Worksite Requirements

(a) 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.

(b) Tribal Employment Rights Ordinances

(1) 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 TEROs also impose a TERO tax based on the contract amount.

(2) 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.

(3) Ute Mountain Ute TERO Department

Name: Lisa Manning, Office Administrator

Address: 420 Sunset Blvd, PO Box 234, Towaoc, CO 81334

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Phone: 970-564-5715

Email: lmanning@utemountain.org

(c) All BIA locations for the provision and delivery of food are tax exempt. Tax Exemption

Identification Number: 85-0197413.

(d) Regulations, Laws, Policy, and Standards

It shall be the Contractor's sole responsibility to be aware of these regulations and others not listed to perform under this contract and to comply with them. The Government shall not be liable for any citations received by the Contractor. The BIA will not provide copies of the documents.

(1) Environmental Protection Agency – Identifying Greener Food Services and Food Services

Ware - https://www.epa.gov/greenerproducts/identifying-greener-food-service-and-food-service-ware.

(2) Environmentally preferable products or services, including environmentally sustainable electronic products, that meet or exceed specifications, standards, or labels recommended by

EPA through the Environmentally Preferable Purchasing Program (EPP).

https://www.epa.gov/greenerproducts/recommendations-specifications-standards-and-ecolabels-federal-purchasing

(3) Water efficient products and services, including EPA WaterSense certified products and services. https://www.epa.gov/watersense/watersense-products

(4) EPA Safer Choice labeled products. https://www.epa.gov/saferchoice/products

(5) EPA Transportation, Air Pollution, and Climate Control.

https://www.epa.gov/transportation-air-pollution-and-climate-change

(6) United States Department of Agriculture Department and Health Service Food Guide

Pyramid

(7) United States MyPlate nutrition guide. https://www.myplate.gov/

(8) Occupational Safety and Health Act (OSHA) of 1970.

(9) 25 CFR 2802, which implements Public Law 101-379, and the Indian Law Enforcement

Reform Act.

(10) Food Dietary Allowance, BIA ADF-4A-01 Guidelines. See Attachment D.11.

(11) Other relevant Township, County, State and Federal laws, regulations, policies and guidance, as well as pertinent Tribal ordinances, policies/procedures.

B.4.13. Documentation Requirements

(a) Key Personnel Listing per Section B.4.5. (Attachment D.2.)

(b) Insurance per FAR 52.228-5.

(c) Reports

(1) 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:

(i) By dollar volume by month, year to date, and fiscal year.

(ii) By quantity shipped by month, year to date, and fiscal year.

(iii) Usage figures for a specific brand or manufacturer for a specified timeframe for tracking rebates.

https://www.epa.gov/greenerproducts/identifying-greener-food-service-and-food-service-ware https://www.epa.gov/greenerproducts/identifying-greener-food-service-and-food-service-ware

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(2) 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.

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

52.228-5 Insurance-Work on a Government Installation Jan 1997

52.232-39 Unenforceability of Unauthorized Obligations Jun 2013

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

52.242-14 Suspension of Work Apr 1984

52.242-15 Stop-Work Order Aug 1989

52.242-17 Government Delay of Work Apr 1984

C.2. 52.212-4 Contract Terms and Conditions—Commercial Products and Commercial

Services (Nov 2023)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act

(31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

EFT.

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

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

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

(i) Payment.-

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

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

Act (31 U.S.C.3903) and prompt payment regulations at 5 CFR Part 1315.

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

Contractor has requested an installment payment agreement; or

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the

Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the

Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the

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

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the

Contractor shall be liable to the Government for any and all rights and remedies provided by law.

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If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

Government takes physical possession.

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with

31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work

Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American;

and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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(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 (Dec 2023)

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

Executive orders applicable to acquisitions of commercial products and commercial services:

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

Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further

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

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

Provided by Kaspersky Lab Covered Entities (Dec 2023) (Section 1634 of Pub. L. 115-91).

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

Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) (31

U.S.C. 3903 and 10 U.S.C. 3801).

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

(7) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and

108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that 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).

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

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

Recovery and Reinvestment Act of 2009.)

X_ (4) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

__ (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun

2020) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (6) [Reserved].

__ (7) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section

743 of Div. C).

X_ (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

X_ (9) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of

Division R of Pub. L. 117-328).

__ (10) 52.204-28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply

Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (Dec

2023) (Pub. L. 115–390, title II).

X_ (11) (i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (Dec

2023) (Pub. L. 115–390, title II).

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

X_ (12) 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).

__ (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility

Matters (Oct 2018) (41 U.S.C. 2313).

__ (14) [Reserved].

__ (15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Oct 2022)

(15 U.S.C. 657a).

__ (16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns

(Oct 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer)

(15 U.S.C. 657a).

__ (17) [Reserved]

__ (18) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

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

__ (19) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

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

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

(3)).

X_ (21) (i) 52.219-9, Small Business Subcontracting Plan (Sep 2023) (15 U.S.C. 637(d)(4)).

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

X_ (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.

__ (22) (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.

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

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__ (24) 52.219-16, Liquidated Damages—Subcontracting Plan (Sep 2021) (15 U.S.C.

637(d)(4)(F)(i)).

__ (25) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Oct

2022) (15 U.S.C. 657f).

__ (26) (i) 52.219-28, Post Award Small Business Program Rerepresentation (Sep 2023)

(15 U.S.C. 632(a)(2)).

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

__ (27) 52.219-29, Notice of Set-Aside for, or…