140A1122Q0050_0001_Terms_and_Conditions_0001.pdf

BIA Western Regional Office RFQ No. 140A1122Q0050

TABLE OF CONTENTS

1. SECTION B SUPPLIES OR SERVICES AND PRICES

QUOTE SCHEDULE

2. SECTION C DESCRIPTION / SPECIFICATIONS

Specification / Statement of Work / Performance Work Statement

3. SECTION E INSPECTION AND ACCEPTANCE

52.246-4 INSPECTION OF SERVICES—FIXED PRICE AUGUST 1996

4. SECTION F DELIVERIES OR PERFORMANCE

52.219-14 Limitations on Subcontracting March 2020 52.242-15 Stop-Work Order August 1989

5. SECTION G CONTRACT ADMINISTRATION DATA

DOI Electronic Invoicing and Payment Requirements – Invoice Processing Platform (IPP) April 2013

6. SECTION I CONTACT CLAUSES

52.203-17 Contractor or Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights June 2020

52.203-19 Prohibition on Requiring Certain Internal Confidentiality January 2017 Agreements or Statements

52.203-99 Prohibition on Contracting with Entities that Require Certain February 2015 Internal Confidentiality Agreements

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards June 2020

52.204-12 Unique Entity Identifier Maintenance October 2016 52.204-13 System for Award Management Maintenance October 2018 52.209-10 Prohibition on Contracting With Inverted Domestic Corporations November 2015 52.212-4 Contract Terms and Conditions -- Commercial Products and November 2021 Commercial Services 52.212-5 Contract Terms and Conditions Required to Implement May 2022 Statutes or Executive Orders -- Commercial Products and Commercial Services 52.217-8 Option to Extend Services November 1999 52.217-9 Option to Extend Term of the Contract March 2000

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving June 2020 52.232-40 Providing Accelerated Payments to Small Business Subcontractors December 2013 52.233-3 Protest after Award August 1996 52.233-4 Applicable Law for Breach of Contract Claim October 2004 52.252-2 Clauses Incorporated by Reference February 1998

7. SECTION J LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

8. SECTION K REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF BIDDERS

52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO SEPTEMBER 2007

INFLUENCE CERTAIN

FEDERAL TRANSACTIONS

52.203-18 Prohibition on Contracting with Entities that Require Certain Internal January 2017 Confidentiality Agreements or Statements-Representation javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','')

52.204-17 Ownership or Control of Offeror August 2020 52.204-19 Incorporation by Reference of Representations and Certifications December 2014 52.204-20 Predecessor of Offeror August 2020 52.204-24 Representation Regarding Certain Telecommunications and Video October 2020 Surveillance Services or Equipment 52.204-26 Covered Telecommunications Equipment or Services-Representation Ocrtober 2020 52.209-2 Prohibition on Contracting with Inverted Domestic Corporations--Representation November 2015 52.209-7 Information Regarding Responsibility Matters October 2018 52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law February 2016 52.212-3 Offeror Representations and Certifications -- Commercial Items October 2020 52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran—Representation and Certifications June 2020

8. SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO BIDDERS

Quote completion & submission Instructions 1452.233-2 Service of Protest Department of the Interior July 1996 (Deviation) 1452.236-71 Additive or Deductive Items – Department of the Interior July 1996 (Deviation) 52.204-6 Unique Entity Identifier October 2016 52.204-7 System for Award Management October 2018 52.204-16 Commercial and Government Entity Code Reporting August 2020 52.204-18 Commercial and Government Entity Code Maintenance August 2020 52.212-1 Instructions to Offerors -- Commercial Items June 2020 52.233-2 Service of Protest September 2006

9. SECTION M EVALUATION FACTORS FOR AWARD

52.212-2 Evaluation -- Commercial Items October 2014 javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','')

SECTION B SUPPLIES OR SERVICES AND PRICES

Item Description Qty U/I Price Amount 01 Provide PBX maintenance 12 MO $___________ $___________ 02 Option Year 1 12 MO $___________ $___________ 03 Option Year 2 12 MO $___________ $___________ 04 Option Year 3 12 MO $___________ $___________ 05 Option Year 4 12 MO $___________ $___________

GRAND TOTAL $___________

NAICS code 811213 with $12.0 million/year size standard applies to this requirement.

CONTRACTOR ____________________________________ SAM UEI# ___________________________

PHONE ___________________________ EMAIL ____________________________

Is bidder a factory-authorized service provider? _____________

Does bidder possess OEM service training, manuals, and/or software? ___________ javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','')

SECTION C – SPECIFICATIONS/STATEMENT OF WORK

San Carlos Irrigation Project Bureau of Indian Affairs Department of the Interior 13805 N. Arizona Blvd.

Coolidge, AZ 85128

REQUEST FOR PROPOSALS

Introduction:

The San Carlos Irrigation Project (SCIP), a federal agency within the Bureau of Indian Affairs, under the Department of the Interior is seeking proposals for maintenance of the agency’s Cisco telecom VoIP network system.

Background:

The SCIP provides Electric Power and Irrigation Water services to end users in rural central Arizona, predominantly Pinal County. SCIP also provides electric power to parts of Gila, Pima, and Maricopa counties.

In providing utility services, SCIP business and operational functions include customer billing, collections, outage management, and daily utility system operation and maintenance activities.

SCIP’s customer service office must utilize a 24/7 Integrated Voice Recognition bill payment system that delivers outbound messages and receives incoming collections.

The Cisco VoIP system is comprised of a Cisco Business Edition 6000M Server w / SW bundle, Cisco 4300, and Cisco VG310. (A complete inventory list is included herein.) Software versions for Call Manager and Unity Connect are both 12.0; the Contact center version is 11.6; and the Cisco Catalyst 3650 switch is version 3.6.6E. The Cisco system includes an E911 emergency system with associated hardware and software.

The Cisco VoIP system supports 75 phones, 11 analog lines ported through digital-to-analog converters and associated digital trunk(ing) services. All Cisco network components are fiber optic connected.

Deliverables:

Qualified contractor must provide annual maintenance and emergency response, as needed, to the Cisco VoIP system located at 13805 North Arizona Boulevard, Coolidge, AZ 85128. Contractor must be able to respond to a maintenance or emergency need 24-hours a day, 7 days a week.

Standard non-emergency services must be provided between 8:00am-5:00pm, Monday-Friday.

Standard and Emergency trouble calls can be remotely evaluated and repaired. If the malfunction cannot be corrected remotely, a technician must be dispatched within four-hours for emergencies and within eight-hours for non-emergencies.

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Contractor must provide a 24/7 Integrated Voice Recognition bill payment solution that delivers outbound messages and receives incoming collections.

The agency will need four Advanced IVR Studio Sessions capable of receiving inbound calls.

The following information will be asked of the person making the call:

1. Account number

2. Phone number listed on account

3. Account zip code

4. Credit card information

5. Payment amount

IVR will provide if the payment was a success or not. If successful payment confirmation ID will be read to customer. If not successful, customer will be prompted for new card number. The IVR will give the customer the choice of: making a new payment, transferring to a teller, or to hang up.

The following information will need to be collected.

1. Customer’s caller ID.

2. Time and date call was made.

3. Customer’s account number

4. Customer’s phone number provided

5. Customer’s zip code

6. Payment amount

7. Credit card type

8. Last 4 of credit card number

9. Payment type

10. Payment success or failed

11. payment confirmation ID

The Contractor will need to provide information in xml format. We need to be able to download this information daily from the previous day. Payment clearing house will need to be integrated with Authorize.net using API.

IVR will need to be able to make outbound calls. System needs to allow for phone number uploads.

Have an interface that allows calling massage to be updated.

Contractor is required to maintain sufficient blocks of hours and dedicated personnel to the agency.

Contractor must ensure all SCIP Cisco System hardware and software licenses are current.

SCIP requires all inbound and outbound calls be recorded and documented for the record. The contractor will need to add necessary software or hardware to capture voice recordings and follow-up programming/configuration of the switch for inbound/outbound voice recordings.

SCIP may need to make unplanned programming changes to the switch configuration and/or network configuration. Contractor must be responsive to all such requests.

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The contractor will include emergency advanced parts replacement in addition to standard parts replacement when applicable.

SCIP will provide access to all locations during normal working hours including after hours if necessary.

Contractor will provide a proposal and quote for a five-year contract term consisting of a base year and four option years.

Minimum Contractor Qualifications:

• 5 years-experience with electrical utility software (CUSI UMS or related software)

• 5 years-experience with DOI/BIA IT requirements

• 5 years-experience with Cisco networks

• 5 years-experience with electric utility operation experience

• 5 years-experience with electric utility business functions

• Current BIA background and security clearances

SCIP CISCO SYSTEM INVENTORY

1. 1 Cisco Business Edition 6000M Server/SW bundle

2. 1 Cisco UCS 770W AC Power Supply for Rack Server

3. 1 CCX 11 Enhanced 5 seat bundle

4. SWSS Upgrades BE6000 UCL Licenses

5. 1 Cisco Business Edition 6000 - Enhanced User Connect License

6. 40 Cisco Business Edition 6000- Voicemail/Unified Messaging License

7. 40 Cisco Business Edition 6000 - Essential User Connect License

8. 40 SWSS Upgrades BE6K UCM 10X Enhance

9. 24 Cisco Business Edition 6000 – Voicemail/Unified Messaging License

10. 5 SWSS Upgrades CCX Enhanced Seat Qty 1 License

11. 1 BE6000 Starter Bundle with 35 UCL Enhanced and 35 voicemail Licenses

12. 24 SWSS Upgrades BE6K UCM 10 X Essential

13. 40 SWSS Upgrades BE6K – Unity Connect

14. 7 CCX ENH Seat Qty 1 ADDON LICENSE ONLY

15. 7 SWSS Upgrades CCX ENH Seat Qty 1 ADDON LICENSE ONLY

16. 1 Cisco ISR 4321 Bundle, w/UC License, CUBE-10

17. SNTC-24X7X4OS Cisco ISR 4321 UC Bundle, PVDM4-32 UC L

18. 1 32-channel DSP module

19. 1 2-port Network Interface Module - FXO (Universal)

20. 1 64-channel DSP module

21. 1 2 port Multiflex Trunk Voice/Clear-channel Data T1/E1 Module

22. 1 Modular 24 FXS Port VoIP Gateway with PVDM3-64

23. 1 SNTC-24X7X4OS Cisco VG310 - Modular 24 FXS Port Voice

24. 15 Cisco UC Phone 7841

25. 5 Cisco IP Phone 8851White

26. 55 Cisco IP Phone 8845

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Admin MDF

1. 1 Cisco Catalyst 3650 48 Port PoE 2x10G Uplink LAN Base

2. 1 SNTC-24X7X4OS Cisco Catalyst 3650 48 Port PoE 2x10G Up

3. 2 1000BASE-SX SFP transceiver module, MMF, 850nm, DOM

4. 1 Fiber Jumper 1 Meter LC/ST MM

5. 1 Fiber Jumper 1M LC/SC MM

Admin IDF

1. 1 Cisco Catalyst 3650 48 Port PoE 2x10G Uplink LAN Base

2. 1 SNTC-24X7X4OS Cisco Catalyst 3650 48 Port PoE 2x10G Up

3. 1 1000BASE-SX SFP transceiver module, MMF, 850nm, DOM

Diesel Plant

1. 1 Cisco Catalyst 2960-CX 8 Port PoE, LAN Base

2. 1 SNTC-24X7X4OS Cisco Catalyst 2960-CX 8 Port PoE, LAN B

3. 2 1000BASE-SX SFP transceiver module, MMF, 850nm, DOM

5. 1 Fiber Jumper 1M LC/SC MM

4 Outer Buildings

1. 4 Cisco Catalyst 2960-CX 8 Port PoE, LAN Base

2. 4 SNTC-24X7X4OS Cisco Catalyst 2960-CX 8 Port PoE, LAN B

3. 7 1000BASE-SX SFP transceiver module, MMF, 850nm, DOM

4. 7 Fiber Jumper 1 Meter LC/ST MM

E 911 Server

1. Cisco E911 Server Hardware/Software services

2. 1 SNTC-24X7X4OS Cisco Business Edition 6000M Svr (M4) E911

3. 75 EMRGNCY RSPNDR USR LIC 1 PHN FOR NEW 11X SYSTEM

4. 75 SWSS UPGRADES EMRGNCY RSPNDR USR LIC

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SECTION E – INSPECTION AND ACCEPTANCE

1. 52.246-4 INSPECTION OF SERVICES—FIXED PRICE AUGUST 1996

(a) Definition. "Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may-

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

(f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may-

(1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such service; or

(2) Terminate the contract for default.

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SECTION F DELIVERIES OR PERFORMANCE

52.219-14 Limitations on Subcontracting September 2021 (DEVIATION)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Definition. Similarly situated entity, as used in this clause, means a first-tier subcontractor, including an independent contractor, that—

(1) Has the same small business program status as that which qualified the prime contractor for the award (e.g., for a small business set-aside contract, any small business concern, without regard to its socioeconomic status); and

(2) Is considered small for the size standard under the North American Industry Classification System (NAICS) code the prime contractor assigned to the subcontract.

(c) Applicability. This clause applies only to—

(1) Contracts that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(3) Contracts that have been awarded on a sole-source basis in accordance with subparts 19.8, 19.13, 19.14, and 19.15;

(4) Orders expected to exceed the simplified acquisition threshold and that are—

(i) Set aside for small business concerns under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or

(ii) Issued directly to small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii);

(5) Orders, regardless of dollar value, that are—

(i) Set aside in accordance with subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or

(ii) Issued directly to concerns that qualify for the programs described in subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 19.504(c)(1)(ii); and

(6) Contracts using the HUBZone price evaluation preference to award to a HUBZone small business concern unless the concern waived the evaluation preference.

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees to the following requirements in the performance of a contract assigned a North American Industry Classification System (NAICS) code applicable to this contract:

(1) Services (except construction). It will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding certain other direct costs and certain work performed outside the United States (see paragraph (e)(1)(i)), to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract.

(i) The following services may be excluded from the 50 percent limitation:

(A) Other direct costs, to the extent they are not the principal purpose of the acquisition and small business concerns do not provide the service. Examples include airline travel, work performed by a transportation or disposal entity under a contract assigned the environmental remediation NAICS code (562910), cloud computing services, or mass media purchases.

(B) Work performed outside the United States on awards made pursuant to the Foreign Assistance Act of 1961, or work performed outside the United States required to be performed by a local contractor.

(2) Supplies (other than procurement from a nonmanufacturer of such supplies). It will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent limitation shall apply only to the supply portion of the contract.

(3) General construction. It will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 85 percent subcontract amount that cannot be exceeded.

(4) Construction by special trade contractors. It will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 75 percent subcontract amount that cannot be exceeded.

(f) The Contractor shall comply with the limitations on subcontracting as follows:

(1) For contracts, in accordance with paragraphs (c)(1), (2), (3) and (6) of this clause –

[Contracting Officer check as appropriate.] __ By the end of the base term of the contract and then by the end of each subsequent option period; or x_ By the end of the performance period for each order issued under the contract.

(2) For orders, in accordance with paragraphs (c)(4) and (5) of this clause, by the end of the performance period for the order.

(g) A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (e) of this clause will be performed by the aggregate of the joint venture participants.

52.242-15 Stop-Work Order August 1989 javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','')

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either -- (1) Cancel the stop-work order; or (2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if -- (1) The stop-work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this contract; and (2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

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SECTION G CONTRACT ADMINISTRATION DATA

DOI ELECTRONIC INVOICING Electronic Invoicing and Payment Requirements – Invoice Processing Platform (IPP) April

Payment requests must be submitted electronically through the U. S. Department of the Treasury's Invoice Processing Platform System (IPP).

"Payment request" means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or the clause 52.212-4 Contract Terms and Conditions - Commercial Items included in commercial item contracts.

The IPP website address is: https://www.ipp.gov.

Under this contract, the following documents are required to be submitted as an attachment to the IPP invoice [CO to edit and include the documentation required under this contract]: Contractors shall attach a hard copy of their invoice in IPP when submitting invoices via IPP. Invoices will be rejected if no invoice is attached.

The Contractor must use the IPP website to register, access and use IPP for submitting requests for payment. The Contractor Government Business Point of Contact (as listed in SAM will receive enrollment instructions via email from the Federal Reserve Bank of Boston (FRBB) within 3 - 5 business days of the contract award date. Contractor assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email ippgroup@bos.frb.org or phone (866) 973-3131.

If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the Contractor must submit a waiver request in writing to the Contracting Officer with its proposal or quotation.

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SECTION I- CONTACT CLAUSES

52.203-17 Contractor or Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights June 2020

(a)This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and Federal Acquisition Regulation (FAR) 3.908.

(b)The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in section FAR 3.908.

(c)The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award.

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements January 2017

(a) Definitions. As used in this clause- Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

Subcontract means any contract as defined in subpart 2.1 entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders.

Subcontractor means any supplier, distributor, vendor, or firm (including a consultant) that furnishes supplies or services to or for a prime contractor or another subcontractor.

(b)The Contractor shall not require its employees or subcontractors to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

(c)The Contractor shall notify current employees and subcontractors that prohibitions and restrictions of any preexisting internal confidentiality agreements or statements covered by this clause, to the extent that such prohibitions and restrictions are inconsistent with the prohibitions of this clause, are no longer in effect.

(d)The prohibition in paragraph (b) of this clause does not contravene requirements applicable to Standard Form 312 (Classified Information Nondisclosure Agreement), Form 4414 (Sensitive Compartmented Information Nondisclosure Agreement), or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(e)In accordance with 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) use of funds appropriated (or otherwise made available) is prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

(f)The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts under such contracts

52.203-99 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements February 2015

(a) The contractor shall not require employees or contractors seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or contractors from lawfully reporting such fraud, waste, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

(b) The contractor shall notify employees that the prohibition and restrictions of any internal confidentiality agreements covered by this clause are no longer in effect.

(c) The prohibition in paragraph (a) of this clause does not contravene requirements applicable to Standard Form 312, Form 4414, or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(d)(1) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Resolution Appropriations Act, 2015 (Pub. L. 113-235), use of funds appropriated (or otherwise made available) under that or any other Act may be prohibited, if the Government determines that the contractor is not in compliance with the provisions of this clause.

(2) The Government may seek any available remedies in the event the contractor fails to comply with the provisions of this clause.

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards June 2020

(a) Definitions. As used in this clause:

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Executive means officers, managing partners, or any other employees in management positions.

First-tier subcontract means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor’s supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor’s general and administrative expenses or indirect costs.

Month of award means the month in which a contract is signed by the Contracting Officer or the month in which a first-tier subcontract is signed by the Contractor.

Total compensation means the cash and noncash dollar value earned by the executive during the Contractor’s preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):

(1) Salary and bonus.

(2) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) 718, Compensation-Stock Compensation.

(3) Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees.

(4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.

(5) Above-market earnings on deferred compensation which is not tax-qualified.

(6)Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.

(b)Section 2(d)(2) of the Federal Funding Accountability and Transparency Act of 2006 (Pub. L. 109-282), as amended by section 6202 of the Government Funding Transparency Act of 2008 (Pub. L. 110-252), requires the Contractor to report information on subcontract awards. The law requires all reported information be made public, therefore, the Contractor is responsible for notifying its subcontractors that the required information will be made public.

(c)Nothing in this clause requires the disclosure of classified information (d) (1)Executive compensation of the prime contractor. As a part of its annual registration requirement in the System for Award Management (SAM) (Federal Acquisition Regulation (FAR) provision 52.204-7), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for its preceding completed fiscal year, if– (i)In the Contractor’s preceding fiscal year, the Contractor received- (A)80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (B)$25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (ii)The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.)

(2) First-tier subcontract information. Unless otherwise directed by the Contracting Officer, or as provided in paragraph (g) of this clause, by the end of the month following the month of award of a first-tier subcontract valued at or above the threshold specified in FAR 4.1403(a) on the date of subcontract award, the Contractor shall report the following information at http://www.fsrs.gov for that first-tier subcontract. (The Contractor shall follow the instructions at http://www.fsrs.gov to report the data.)

(i)Unique entity identifier for the subcontractor receiving the award and for the subcontractor's parent company, if the subcontractor has a parent company.

(ii)Name of the subcontractor.

(iii)Amount of the subcontract award.

(iv)Date of the subcontract award.

(v)A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract.

(vi)Subcontract number (the subcontract number assigned by the Contractor).

(vii)Subcontractor’s physical address including street address, city, state, and country. Also include the nine-digit zip code and congressional district.

(viii)Subcontractor’s primary performance location including street address, city, state, and country. Also include the nine-digit zip code and congressional district.

(ix)The prime contract number, and order number if applicable.

(x)Awarding agency name and code.

(xi)Funding agency name and code.

(xii)Government contracting office code.

(xiii)Treasury account symbol (TAS) as reported in FPDS.

(xiv)The applicable North American Industry Classification System code (NAICS).

(3)Executive compensation of the first-tier subcontractor. Unless otherwise directed by the Contracting Officer, by the end of the month following the month of award of a first-tier subcontract valued at or above the threshold specified in FAR 4.1403(a) on the date of subcontract award, and annually thereafter (calculated from the prime contract award date), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for that first-tier subcontractor for the first-tier subcontractor’s preceding completed fiscal year at http://www.fsrs.gov, if- (i)In the subcontractor’s preceding fiscal year, the subcontractor received-javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','') https://www.acquisition.gov/far/52.204-7#FAR_52_204_7 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78m&num=0&edition=prelim http://www.sec.gov/answers/execomp.htm https://www.acquisition.gov/far/4.1403#FAR_4_1403 http://www.fsrs.gov/ http://www.fsrs.gov/ https://www.acquisition.gov/far/4.1403#FAR_4_1403 http://www.fsrs.gov/

(A)80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (B)$25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (ii)The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.)

(e)The Contractor shall not split or break down first-tier subcontract awards to a value below the threshold specified in FAR 4.1403(a), on the date of subcontract award, to avoid the reporting requirements in paragraph (d) of this clause.

(f)The Contractor is required to report information on a first-tier subcontract covered by paragraph (d) when the subcontract is awarded.

Continued reporting on the same subcontract is not required unless one of the reported data elements changes during the performance of the subcontract. The Contractor is not required to make further reports after the first-tier subcontract expires.

(g) (1)If the Contractor in the previous tax year had gross income, from all sources, under $300,000, the Contractor is exempt from the requirement to report subcontractor awards.

(2)If a subcontractor in the previous tax year had gross income from all sources under $300,000, the Contractor does not need to report awards for that subcontractor.

(h)The FSRS database at http://www.fsrs.gov will be prepopulated with some information from SAM and the FPDS database. If FPDS information is incorrect, the contractor should notify the contracting officer. If the SAM information is incorrect, the contractor is responsible for correcting this information.

52.204-12 Unique Entity Identifier Maintenance October 2016

(a) Definition. Unique entity identifier, as used in this clause, means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at the System for Award Management (SAM) for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

52.204-13 System for Award Management Maintenance October 2018

(a) Definitions. As used in this clause— “Electronic Funds Transfer (EFT) indicator” means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

“Registered in the System for Award Management (SAM)” means that— (1) The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into SAM; (2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in SAM; (3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and (4) The Government has marked the record “Active”.

“System for Award Management (SAM)” means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes— (1) Data collected from prospective Federal awardees required for the conduct of business with the Government; (2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and (3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

“Unique entity identifier” means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) If the solicitation for this contract contained the provision 52.204-7 with its Alternate I, and the Contractor was unable to register prior to award, the Contractor shall be registered in SAM within 30 days after award or before three days prior to submission of the first invoice, whichever occurs first.

(c) The Contractor shall maintain registration in SAM during contract performance and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement. The Contractor is responsible for the currency, accuracy and completeness of the data within SAM, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in SAM after the initial registration, the Contractor is required to review and update on an annual basis, from the date of initial registration or subsequent updates, its information in SAM to ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(d) (1) (i) If a Contractor has legally changed its business name or “doing business as” name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to– (A) Change the name in SAM; (B) Comply with the requirements of subpart 42.12 of the FAR; and (C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with the javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','') http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78m&num=0&edition=prelim http://www.sec.gov/answers/execomp.htm https://www.acquisition.gov/far/4.1403#FAR_4_1403 http://www.fsrs.gov/ http://www.sam.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_11.html#wp1043964 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%204_14.html#wp1075239 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%204_12.html#wp1073662 https://www.acquisition.gov/sites/default/files/current/far/html/www.sam.gov https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137850 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217 notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (d)(1)(i) of this clause, or fails to perform the agreement at paragraph (d)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract. (2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in SAM record to reflect an assignee for the purpose of assignment of claims (see FAR subpart 32.8, Assignment of Claims).

Assignees shall be separately registered in the SAM. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the EFT clause of this contract. (3) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov. for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

(e) Contractors may obtain additional information on registration and annual confirmation requirements at https://www.sam.gov.

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations November 2015

(a) Definitions. As used in this clause-- “Inverted domestic corporation” means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

“Subsidiary” means an entity in which more than 50 percent of the entity is owned— (1) Directly by a parent corporation; or (2) Through another subsidiary of a parent corporation.

(b) If the contractor reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance of this contract, the Government may be prohibited from paying for Contractor activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the Contractor fails to perform in accordance with the terms and conditions of the contract as a result of Government action under this clause.

(c) Exceptions to this prohibition are located at 9.108-2.

(d) In the event the Contractor becomes either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation during contract performance, the Contractor shall give written notice to the Contracting Officer within five business days from the date of the inversion event.

52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services November 2021

(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.