Contract Clauses and Solicitation Provisions_Amendment 4.pdf

Amendment 4

Contract Clauses and Solicitation Provisions

52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018)

(Reference 52.204-7)

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

(Reference 52.204-13)

52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (AUG 2020)

(Reference 52.204-16)

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (AUG 2020)

(Reference 52.204-18)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014) (Reference 52.204-19)

52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE

SERVICES OR EQUIPMENT(NOV 2021)

(Reference 52.204-24)

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

(Reference 52.204-25)

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (NOV 2015) (Reference 52.209-10)

52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (SEP 2023) (Reference 52.212-1)

52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (FEB 2024)

(Reference 52.212-3)

52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES(NOV 2023)

(Reference 52.212-4)

52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)

(Reference 52.222-1)

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

(Reference 52.227-14)

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUNE 2013)

(Reference 52.232-39)

52.233-1 DISPUTES (MAY 2014)

(Reference 52.233-1)

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

(Reference 52.233-4)

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

(Reference 52.247-34)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE

ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (FEB 2024)

(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:

[Contracting Officer check as appropriate.]

(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).

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

(4) 52.203-17, 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] X (7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L.

111-117, section 743 of Div. C).

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

X (9) 52.204-27, Prohibition on a ByteDance Covered Application (June 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.

(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).

X (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.

(20) 52.219-8, Utilization of Small Business Concerns (FEB 2024) (15 U.S.C.

637(d)(2) and (3)).

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

637(d)(4)).

(ii) Alternate I (JAN 2017) of 52.219-9.

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

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

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

(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).

(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 Set-Aside for, or Sole-Source Award to, Service- Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program (FEB 2024) (15 U.S.C. 657f).

X (26) (i) 52.219-28, Post Award Small Business Program Rerepresentation (FEB 2024) (15 U.S.C. 632(a)(2)).

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

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

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

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

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

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

X (32) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (FEB 2024) (E.O. 13126).

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

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

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

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

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

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

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

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

(38) 52.222-40, Notification of Employee Rights Under the National Labor

Relations Act (DEC 2010) (E.O. 13496).

X (39)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C.

chapter 78 and E.O. 13627).

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

(40) 52.222-54, Employment Eligibility Verification (MAY 2022). (E. O. 12989).

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

(41) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (MAY 2008) (42 U.S.C.6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

(42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN, 2016) (E.O. 13693).

(43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN, 2016) (E.O. 13693).

(44) (i) 52.223-13, Acquisition of EPEAT(R) -Registered Imaging Equipment(JUN 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (OCT 2015) of 52.223-13.

(45) (i) 52.223-14, Acquisition of EPEAT(R) -Registered Television (JUN 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (JUN 2014) of 52.223-14.

(46) 52.223-15, Energy Efficiency in Energy-Consuming Products(MAY 2020) (42 U.S.C. 8259b).

(47) (i) 52.223-16, Acquisition of EPEAT(R)-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

(ii) Alternate I (JUN 2014) of 52.223-16.

(48) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O. 13513).

(49) 52.223-20, Aerosols (JUN, 2016) (E.O. 13693).

(50) 52.223-21, Foams (JUN, 2016) (E.O. 13693).

X (51) (i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

(ii) Alternate I (JAN 2017) of 52.224-3.

(52) (i) 52.225-1, Buy American--Supplies (OCT 2022) (41 U.S.C. chapter 83).

(ii) Alternate I (OCT 2022) of 52.225-1.

(53) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (NOV 2023) (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

(ii) Alternate I [Reserved].

(iii) Alternate II (DEC 2022) of 52.225-3.

(iv) Alternate III (FEB 2024) of 52.225-3.

(v) Alternate IV (OCT 2022) of 52.225-3.

(54) 52.225-5, Trade Agreements (NOV 2023) (19 U.S.C. 2501, et seq., 19 U.S.C.

3301 note).

(55) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.`s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

(56) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

(57) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150).

(58) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C. 5150).

(59) 52.229-12, Tax on Certain Foreign Procurements (FEB 2021).

(60) 52.232-29, Terms for Financing of Purchases of Commercial Products and

Commercial Services (NOV 2021) (41 U.S.C.4505, 10 U.S.C. 3805).

(61) 52.232-30, Installment Payments for Commercial Products and Commercial Services (NOV 2021)(41 U.S.C. 4505, 10 U.S.C. 3805).

(62) 52.232-33, Payment by Electronic Funds Transfer--System for Award Management (OCT 2018) (31 U.S.C. 3332).

(63) 52.232-34, Payment by Electronic Funds Transfer - Other Than System for Award Management (JUL 2013) (31 U.S.C. 3332).

(64) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

X (65) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

(66) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C.

637(d)(13)).

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

(ii) Alternate I (APR 2003) of 52.247-64.

(iii) Alternate II (NOV 2021) of 52.247-64.

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

[Contracting Officer check as appropriate.]

(1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

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

(3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards - Price Adjustment (Multiple Year and Option Contracts) (AUG 2018)(29 U.S.C. 206 and 41 U.S.C. chapter 67).

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

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

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

chapter 67).

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

(JAN 2022).

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

13706).

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

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

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

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form.

This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1), in a subcontract for commercial products or commercial services. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

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

(ii) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712).

(iii) 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)).

(iv) 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).

(v) 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).

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

(vii) (A) 52.204-30, Federal Acquisition Supply Chain Security Act Orders- Prohibition. (DEC 2023) ( Pub. L. 115-390, title II).

(B) Alternate I (Dec 2023) of 52.204-30.

(viii) 52.219-8, Utilization of Small Business Concerns (FEB 2024) ( 15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

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

(x) 52.222-26, Equal Opportunity (SEP 2015) (E.O.11246).

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

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

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

(xiv) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph

(f) of FAR clause 52.222-40.

(xv) 52.222-41, Service Contract Labor Standards (AUG 2018) ( 41 U.S.C.

chapter 67).

(xvi)

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

chapter 78 and E.O 13627).

(B) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O.

13627).

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

(xviii) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (MAY 2014) ( 41 U.S.C.

chapter 67).

(xix) 52.222-54, Employment Eligibility Verification (MAY 2022) (E.O. 12989).

(xx) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order

14026 (JAN 2022).

(xxi) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O.

13706).

(xxii)

(A) 52.224-3, Privacy Training (JAN 2017) ( 5 U.S.C. 552a).

(B) Alternate I (JAN 2017) of 52.224-3.

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

(xxiv) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (JUN 2020) ( 42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxv) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801). Flow down required in accordance with paragraph (c) of 52.232-40.

(xxvi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) ( 46 U.S.C. 55305 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may include in its subcontracts for commercial products and commercial services a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End Of Clause)

52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

This solicitation incorporates one or more solicitation provisions 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. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es):

https://www.acquisition.gov/browse/index/far

(End Of provision)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

(End Of Clause)

PBGC 52.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (JAN 2012)

The Contracting Officer's Representative (COR) is TBD , who may be reached at . The COR is authorized to assist in monitoring the work under this contract. The COR is responsible for the technical administration of the contract and technical liaison with the contractor.

The COR IS NOT authorized to change the scope of work or specifications as stated in the contract, to make any commitments or otherwise obligate the Government or authorize any changes which affect the contract price, delivery schedule, period of performance or other terms or conditions.

The Contracting Officer is the only individual who can legally commit or obligate the Government for the expenditure of public funds. The technical administration of this contract shall not be construed to authorize the revision of the terms and conditions of this contract. Any such revision shall be authorized in writing by the Contracting Officer.

The COR is authorized to review and recommend approval of:

(a) Technical matters not involving a change in scope, price, terms and conditions of the contract

(b) Progress reports

(c) Inspection and acceptance of services and deliverable products and

(d) Invoices.

The COR is not authorized to sign any contractual instruments or to direct any action that results in a change in the scope, price, terms or condition of the contract.

(End Of Clause)

PBGC 52.232-7009 SUBMISSION OF ELECTRONIC INVOICING USING INVOICE PROCESSING PLATFORM

(IPP) FOR TIME AND MATERIAL, LABOR-HOURS, AND FIXED PRICE (FEB 2023)

(a) The contractor shall submit invoices for supplies and/or services provided under this contract using the Government's Invoice Processing Platform (IPP) web-based service application. The IPP application is available at www.ipp.gov. This website includes general IPP instructions and training materials. Questions about the IPP application should be directed to the IPP Customer Support team at the e-mail address or phone number shown on the IPP website under the "Contacts" tab.

(b) Inquiries concerning IPP enrollment or PBGCs specific processing requirements within IPP should be directed to PBGCs General Accounting Branch (GAB) by e-mail at invoicemanager@pbgc.gov or by phone at (202)229-4062.

(c) To constitute a proper invoice, the invoice must include the information listed below

(1) Name and address of the contractor

(2) Invoice date and number

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

(4) Description, quantity, unit of measure, unit price, and extended price of services performed and any supplies delivered, including: (i) The labor hours by labor category billed, the hourly rate for each labor category billed, and the total dollars billed by labor category for the billing period (meal periods and other labor-hours not directly supporting the contract are not billable) (not applicable to Fixed Price contracts), and (ii) The cumulative hours expended and dollars billed from contract inception through the current billing period (not applicable to Fixed Price contracts).

(5)(a) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on a Government bill of lading (not applicable to TIME and MATERIAL and LABOR HOURS contracts).

(5)(b) Dollar amount withheld unless the contract is for commercial products or services awarded under FAR Part 8 or Part 12. Five percent of the total direct labor billed must be withheld after $1,000,000 has been billed to the contract, up to a ceiling amount of $50,000, unless other terms have been negotiated. If other terms have been negotiated, they must be included in the contract (not applicable to Fixed Price contracts).

(6) Terms of any discount for prompt payment offered.

(7) Name, title, phone number, e-mail address, and mailing address of official to whom payment is to be sent.

(8) Name, title, phone number, e-mail address, and mailing address of official to be contacted in the event of an improper invoice.

(9) Taxpayer Identification Number (TIN), only if required to be on the invoice elsewhere in the contract.

10) Electronic Funds Transfer (EFT) banking information.

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

(ii) 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 or 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).

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

(d) Supporting documentation to be submitted with the invoice must include the items listed below:

(i) Copies of time sheets indicating start and stop times of the personnel performing services under this contract (at PBGC's request, the contractor shall make available copies of any of the materials relevant to substantiating the hours billed) (not applicable to Fixed Price contracts).

(ii) Copies of receipts or bills, and proof of payment for any authorized other direct costs for which the contractor is requesting reimbursement.

(e) Failure of the contractor to submit a proper invoice to IPP may result in payment delay or non-payment.

(End Of Clause)

PBGC 52.239-7000 SECTION 508 ACCESSIBILITY STANDARDS (MAR 2020)

(a) The Pension Benefit Guaranty Corporation (PBGC) is required by Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), to insure that all information and communication technology (ICT), also referred to as electronic and information technology (EIT), is accessible to individuals with disabilities within its employment and for all members of the public with disabilities who are seeking to do business with the PBGC. Access must be comparable to that which is offered to similar individuals who do not have disabilities.

(b) The Section 508 accessibility standards have been prescribed by the Architectural and Transportation Barriers Compliance Board ("Access Board") and incorporated in the Federal Acquisition Regulation. (See http://www.access-board.gov/sec508/508standards.htm and 36 CFR 1194.) These same accessibility standards have been approved by the PBGC Technical Review Board and adopted by the PBGC Office of Information Technology Governance and Compliance Board.

(c) All ICT/EIT procured through this contract must meet the applicable accessibility standards which have been promulgated by the Access Board and adopted by the PBGC.

Further information on the applicable accessibility standards can be found in the Requirements Section of this solicitation and the resulting contract.

(d) All contract deliverables must conform to the applicable Section 508 accessibility standards as specified in the Requirements Section of this solicitation and the resulting contract.

(e) Contract deliverables will not be accepted as final deliverables until the contractor demonstrates to the Contracting Officer's Representative (COR) that the deliverables comply with the applicable Section 508 accessibility standards. In the event of a dispute between the contractor and the COR as to whether the contract deliverables satisfy the accessibility standards, the COR's written assessment of Section 508 compliance will control. The contractor shall make all additional changes to the contract deliverables required by the COR's written assessment at no additional charge to PBGC.

(f) The contractor shall ensure maintenance upgrades, substitutions, and replacements to equipment and software pursuant to this contract do not reduce the original level of conformance with the applicable Section 508 standards at the time of contract award. PBGC reserves the right to evaluate upgrades, replacements, and substitutions using a Voluntary Product Accessibility Template or requiring test units to perform hands-on Section 508 and accessibility testing before final acceptance. The contractor shall not reduce the currently applicable Section 508 standards unless prior to award of the contract the Government has proven an Undue Burden or Non-Availability Determination.

(End of clause)

PBGC 52.246-7000 INSPECTION AND ACCEPTANCE OF DELIVERABLES (JAN 2012)

All deliverable items are to be furnished to the Contracting Officer's Representative (COR) or to PBGC personnel designated by the COR to receive a specific deliverable.

PBGC's receipt of a deliverable does not constitute acceptance by the Government.

Final acceptance of any reports or other deliverable items required under this contract will be made in writing and may only be made by the COR or Contracting Officer.

(End of clause)

PBGC 52.204-7000 RECORDS MANAGEMENT (FEB 2024)

(a) Applicability Contractors creating, working with, or otherwise handling Federal records, as defined in paragraph (b), regardless of the medium in which the record exists.

(b) Definitions "Federal record" as defined in 44 U.S.C. 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them. The term Federal record includes PBGC records but does not include personal materials; applies to records created, received, or maintained by contractors pursuant to their PBGC contract; and may include deliverables and documentation associated with deliverables.

(c) Requirements

(1) Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a), and PBGC Directive IM 15-03, PBGC's Records Management Program. These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

(2) In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records and may be subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

(3) In accordance with 36 CFR 1222.32, contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and continued usability of the Federal Records and data throughout its lifecycle.

(4) Federal Records may not be removed from the legal custody of PBGC or destroyed except for in accordance with the instructions provided in the agency’s departmental file plans and NARA-approved disposition schedules. All removals and/or destruction of Federal Records from PBGC’s legal custody must have the written approval of the Agency Records Officer (ARO) or Senior Agency Official for Records Management (SAORM) and the written concurrence of the Head of the Contracting Activity. All records of destruction activity shall be documented in accordance with PBGC Directive IM 15-03.

Willful and unlawful destruction, damage, modification or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, contractor must report the incident to PBGC’s Agency Records Officer.

The PBGC is committed to report all incidents of unlawful or accidental removal, defacing, alteration, or destruction of Federal Records to NARA within twenty-four hours of reporting in accordance with 36 CFR 1230.

(5) The contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with PBGC policy.

(6) The contractor shall only use its PBGC e-mail address to conduct business on behalf of PBGC.

(7) Records that contain non-public PBGC information if it is specifically authorized to do so or related to the work required by the contract. The contractor must protect any such information as provided in PBGC 52.209-7002, Handling PBGC Data.

(8) Any request for information, including by an individual pertaining to that individual, shall be directed to the PBGC Disclosure Officer for processing under the appropriate statutory scheme.

Information shall be made available only at the discretion of PBGC's Disclosure Officer and subject to the Freedom of Information Act, 5 U.S.C. Sec. 552, as amended;

and any other applicable laws or regulations.

(9) All contractor employees assigned to this contract who create, work with, or otherwise handle PBGC Federal Records are required to take PBGC-provided records management training prior to the initial handling of PBGC Federal Records plus annual or refresher training according to PBGC policies. The contractor is responsible for notifying the COR of those contract personnel who will require PBGC Records Management training outside the standard training platform.

(d) Flow down of requirements to subcontractors

(1) The contractor shall incorporate the substance of this clause, its terms, and requirements including this paragraph, in all subcontracts under this contract, and require written subcontractor acknowledgment of same.

(2) Violation by a subcontractor of any provision set forth in this clause will be attributed to the contractor.

(End Of Clause)

PBGC 52.207-7001 Contractor Telework (MAY 2020)

(a) PBGC contracts may allow for telework, if the type of work and scope of the contract allow the work to be portable, subject to the following requirements and with written approval of the COR:

(b) The Contractor shall have a written telework policy in place to ensure uninterrupted performance of work under this contract, which shall be provided to PBGC upon request. See PBGC telework guidance [https://www.pbgc.gov/sites/default/files/contractor-telework-guidance.pdf]

(c) The Contractor shall ensure that work is suitable to be performed at the alternate location, and performance can be tracked and invoiced in accordance with the terms and conditions of the contract. If the Contractor anticipates that contract performance may be affected by permitting telework, such matters must be addressed with the Contracting Officer.

(d) If applicable, the Contractor shall ensure that Confidential Unclassified Information (CUI) or Personally Identifiable Information (PII) are adequately protected in compliance with PBGC's Privacy and Security policies, including applicable contract clauses. Work not performed on PBGC premises shall be performed on the PBGC network to ensure that PBGC data will not be exposed to unauthorized alteration, destruction, or compromise.

(e) Contractor telework performed pursuant to this clause may be revoked without notice. The cost of the contract and work performed will be entirely unaffected by the Contractor personnel teleworking. In no way does this clause materially alter the performance obligations under the contract, including deliverable schedules and minimum service and support obligations.

(End Of Clause)

PBGC 52.209-7001 Organizational Conflict of Interest (AUG 2017)

(a) Purpose. The purpose of this clause is to ensure that the contractor (1) is not biased because of its financial, contractual, organizational, or other interests which relate to the work under this contract, and (2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor and any of its partners, affiliates or their successors in interest (after this collectively referred to as the "contractor") in the activities covered by this clause as a prime contractor, subcontractor, cosponsor, joint venturer, consultant, or in any similar capacity. For the purpose of this clause, affiliation occurs when a business concern is controlled by or has the power to control another or when a third party has the power to control both.

(1) Use of Contractor's Work Product. (i) The contractor shall be ineligible to participate in any capacity in Pension Benefit Guaranty Corporation (PBGC) contracts, subcontracts, or proposals thereof (solicited and unsolicited) which stem directly from the contractor's performance of work under this contract. Furthermore, unless so directed in writing by the Contracting Officer, the contractor shall not perform any advisory and assistance services work under this contract on any of its products or services or the products or services of another firm if the contractor is or has been substantially involved in their development or marketing. Nothing in this subparagraph shall preclude the contractor from competing for follow-on contracts for advisory and assistance services. (ii) If, under this contract, the contractor prepares a complete or essentially complete statement of work or specifications to be used in competitive acquisitions, the contractor is ineligible to perform or participate in any capacity in any contractual effort which is based on such statement of work or specifications.

The contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Contracting Officer, in which case the restriction in this subparagraph shall not apply. (iii) Nothing in this clause precludes the contractor from offering or selling its standard commercial items to the Government.

(2) Access to and use of information. (i) If the contractor, in the performance of this contract, obtains access to information, such as Corporate plans, policies, reports, studies, financial plans, internal data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or data which has not been released or otherwise made available to the public, the contractor agrees that without prior written approval of the Contracting Officer it shall not: (A) use such information for any private purpose unless the information has been released or otherwise made available to the public;

(B) compete for work for PBGC based on such information for a period of six months after either the completion of this contract or until such information is released or otherwise made available to the public, whichever is first; (C) submit an unsolicited proposal to the Government which is based on such information until one year after such information is released or otherwise made available to the public; and (D) release such information unless such information has previously been released or otherwise made available to the public by PBGC. (ii) In addition, the contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 or other confidential or privileged technical, business, or financial information under this contract, it shall treat such information in accordance with all restrictions imposed on disclosure and use of such information.

(c) Disclosure after award. (1) The contractor agrees that if changes, including additions, to the facts disclosed by it prior to award of this contract, occur during the performance of this contract, it shall make an immediate and full disclosure of such changes in writing to the Contracting Officer. Such disclosure may include a description of any action which the contractor has taken or proposes to take to avoid, neutralize, or mitigate any resulting conflict of interest. PBGC may, however, terminate the contract for convenience if it deems such termination to be in the best interest of the Government. (2) In the event that the contractor was aware of facts required to be disclosed or the existence of an actual or potential organizational conflict of interest and did not disclose such facts or such conflict of interest to the Contracting Officer, PBGC may terminate this contract for default.

(d) Remedies. For breach of any of the above restrictions or for nondisclosure or misrepresentation of any facts required to be disclosed concerning this contract, including the existence of an actual or potential organizational conflict of interest at the time of or after award, the Government may terminate the contract for default, disqualify the contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract.

(e) Waiver. Requests for waiver under this clause shall be directed in writing to the Contracting Officer, and shall include a full description of the requested waiver and the rationale supporting the request. If it is determined to be in the best interests of the Government, the Contracting Officer may grant the waiver, after consultation with the PBGC Office of General Counsel.

(f) Subcontracts. (1) The contractor shall include a clause, substantially similar to this clause, including this paragraph (f), in subcontracts expected to exceed the Simplified Acquisition Threshold (SAT). The terms "contract," "contractor," and "Contracting Officer" shall be appropriately modified to preserve the Government's rights. (2) Prior to the award under this contract of any such subcontracts for advisory and assistance services, the contractor shall obtain from the proposed subcontractor or consultant a disclosure of all existing or potential organizational conflicts of interest and shall determine in writing whether the interests disclosed present a significant potential for an organizational conflict of interest. Where an actual or significant potential organizational conflict of interest is identified, the contractor shall take actions to avoid, neutralize, or mitigate the organizational conflict to the satisfaction of the contractor. If the conflict cannot be avoided or neutralized, the contractor must obtain the approval of the Contracting Officer prior to entering into the subcontract.

(End Of Clause)

PBGC 52.209-7002 Handling PBGC Data (MAY 2017)

(a) To the extent that the work under this contract requires the contractor to be given access to PBGC data, which includes, but is not limited to, personally identifiable information (PII) and controlled unclassified information (CUI) (collectively, "Sensitive Information"), the contractor shall take measures necessary to restrict access to and safeguard such data from unauthorized use and disclosure.

(1) For purposes of this clause, PII refers to any information about an identifiable individual maintained by the Pension Benefit Guaranty Corporation (PBGC), including but not limited to an individual's employment, medical and financial history, educational background, and family information that can be used to identify or trace an individual's identity, such as an individual's name, social security number, date and place of birth, mother's maiden name, and biometric records.

(2) CUI is information that laws, regulations, or Government-wide policies require to have access, safeguarding, or dissemination controls but excluding classified information. For these purposes, CUI includes PBGC records, pension plan and participant records, as well as any other Government information related to work pursuant to this contract and agency information related to existing, proposed, or contemplated legal, policy, program, operational, or similar matters.

(b) For the purposes of this clause, contractor and subcontractor shall include any officer, partner, employee, or agent of the contractor or the subcontractor, as applicable. The responsibilities and requirements imposed on the contractor under this clause are equally applicable to any subcontractors.

(c) The contractor is bound by section (m) of the Privacy Act, 5 U.S.C. Sec. 552a(m) and as such, is considered under the Privacy Act to be an employee of the PBGC.

Accordingly, the contractor is subject to the criminal penalties of the Privacy Act, 5 U.S.C. Sec. 552a(i).

(d) If performance of the contract requires the design, development, or operation of a system of records on individuals, the Contractor shall:

(1) Comply with all Federal statutes, regulations, and guidance for such system of records, including, but not limited to, the Privacy Act of 1974 (the Act) and the agency rules and regulations issued under the Act, including guidance issued by the Office of Management and Budget and the National Institute of Standards and Technology, in the design, development, or operation of any system of records on individuals to accomplish an agency function when the contract specifically identifies:

(i) The systems of records; and

(ii) The design, development, or operation work that the contractor is to perform.

(2) For purposes of this clause:

(i) "Operation of a system of records" means performance of any of the activities associated with maintaining the system of records, including the collection, use, and dissemination of records.

(ii) "Record" means any item, collection, or grouping of information about an individual that is maintained by an agency, including, but not limited to, education, financial transactions, medical history, and criminal or employment history and that contains the person's name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a fingerprint, voice-print, or photograph.

(iii) "System of records on individuals" means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual.

(e) Prior to starting work on this contract, all contractor employees assigned to work on this contract shall be required to take any training required by PBGC to gain access to PBGC data or information systems. In addition, contractor employees working on this contract will be required to complete mandatory annual refresher training.

Failure to complete this training by the required deadlines may result in the contractor employee's access to PBGC data being terminated until said training requirement is fulfilled.

(f) The contractor agrees to maintain PBGC Data in the strictest confidence. The contractor also agrees not to publish, reproduce, or otherwise divulge PBGC data in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to limit access to PBGC data to those contractor employees needing such information to perform the work required under this contract.

(g) The Contracting Officer's Representative (COR) may require the contractor to obtain the written agreement of any contractor employees permitted access to PBGC data whereby the employee agrees not to discuss, divulge, or disclose any such information to any person or entity not directly concerned with performance of the contract work.

(h) If requested by the COR, the contractor shall sign an agreement whereby the contractor agrees not to discuss, divulge, or disclose any such information to any person or entity not directly concerned with performance of the contract work. A copy of any such agreement shall be provided to the COR. The contractor also may be required to provide the COR with reports itemizing the Sensitive Information received from each company under this contract.

(i) The contractor shall not remove PBGC data, whether in paper or electronic format, from approved locations or electronic storage without Contracting Officer's (CO's) prior, written approval.