2.2.1.a Terms and Conditions for Combined Synopsis Solicitation No 70FB8025R00000016.pdf

Terms and Conditions Solicitation No: 70FB8025R00000016

Furniture, Fixtures, Appliances, and Equipment (FFAE)

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 GENERAL

The Furniture, Fixtures, Appliances, and Equipment (FFAE) contract is a multiple award Indefinite Delivery Indefinite Quantity (IDIQ) Component/Office-Wide Acquisitions contract to provide furniture, fixtures, appliances, and equipment for Transportable Temporary Housing Units (TTHUs), as described in Section C, Statement of Work. The Contractor(s) shall provide, in accordance with issued Delivery Orders (DOs), all FFAE on an IDIQ basis.

B.2 ORDERING PERIODS

The term of the FFAE contracts consists of five (5) 1-year ordering periods.

B.3 INDEFINITE-DELIVERY/INDEFINITE-QUANTITY (IDIQ)

(a) Delivery Orders issued against this contract will be placed using the procedures in Section G, Contract Administration Data.

(b) The type of Delivery Orders issued against this IDIQ may be Firm-Fixed-Price (FFP) in accordance with FAR Part 16.5, Indefinite Delivery Contracts and as set forth in Section G, Contract Administration Data, and Section I, Contract Clauses.

B.4 MAXIMUM CONTRACT LIMITATION

Delivery Orders may include vastly differing items and quantities, but in no event will the aggregate value of all Delivery Orders issued against this contract exceed $9,987,765.00 (shared ceiling) for all Ordering Periods.

B.5 GUARNTEED MINIMUM ORDER

The Government guarantees that it will order at five (5) rolling showers (the “Minimum Guaranteed Value”) of items during the term of this contract (the “Minimum Order Guarantee”). The Government has fully met the Minimum Guarantee once the aggregate dollar value of the Delivery Orders placed on this contract equals or exceeds the Minimum Guaranteed Value. The Government has no obligation to issue Delivery Orders to the Contractor beyond the minimum guaranteed amount.

B.6 CONTRACT PRICING

B.6.1 Fixed-Fixed-Price (FFP) Delivery Orders For FFP type delivery orders, the quantity of each item ordered will be multiplied against the price listed in Attachment 2 FFAE IDIQ Pricing Sheet or as negotiated if lower prices are proposed for the Delivery Order; and the cumulative extended total of all items ordered will define the firm-fixed price for the Delivery Order.

END OF SECTION B

SECTION C – DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

See Attachment 1 – TTHU FFAE IDIQ SOW

END OF SECTION C

SECTION D – PACKAGING AND MARKING

D.1 PACKAGING, PACKING, AND MARKING

All individual items shall remain packaged and sealed in the original factory packing. Products shall be packaged, packed, and marked in accordance with the Contractor’s standard commercial practices. The Contractor is fully liable for all damage, deterioration, or losses incurred during shipment and handling, uncles the damage, deterioration, or losses are due to the fault of the Government.

D.2 ENVIRONMENTAL CONSIDERATIONS

The Contractor shall use (where) possible packing materials which have the least impact on the environment when manufactured or discarded, including, brown cardboard in lieu of cardboard which has been bleached white and/or dyed, and materials which both decompose and are recyclable in lieu of recycle-only products such as plastic or Styrofoam.

END OF SECTION D

SECTION E – INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (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 www.acquisition.gov/far.

FAR Clause Title Date

52.246-2 INSPECTION OF SUPPLIES--FIXED-PRICE AUG 1996

52.246-16 RESPONSIBILITY OF SUPPLIES APR 1984

E.2 GOVERNMENT INSPECTION AND ACCEPTANCE

Inspection and acceptance of all items ordered under each Delivery Order will be in accordance with FAR clauses incorporated at Section E.1, Clauses Incorporated by Reference.

The technical point of contact under each Delivery Order will inspect all items. Final acceptance of all deliverables as specified under each Delivery Order will be made in writing, by the Delivery Order Contracting Officer’s Representative (COR), or as detailed in the individual Delivery Orders.

E.3 NON-CONFORMING PRODUCTS

Non-conforming products will be rejected or replaced as directed by the Delivery Order CO or COR as specified in Section C. Unless otherwise agreed by the parties, deficiencies, will be corrected or items will be replaced and delivered within 72 hours of the rejection notice. Replaced items and/or damaged items shall be returned to the Contractor at the Contractor’s expense.

Inspection and acceptance of all products performed under each delivery order will comply with applicable FAR clauses. Additional information regarding inspection and acceptance are included in Attachment 1 –

TTHU FFAE SOW.

END OF SECTION E

http://www.acquisition.gov/far

SECTION F – DELIVERIES OR PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (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 www.acquisition.gov/far.

FAR Clause Title Date

52.242-15 STOP-WORK ORDER AUG 1989

52.242-17 GOVERNMENT DELAY OF WORK APR 1994

52.247-34 F.O.B DESTINATION NOV 1997

F.2 PERIOD OF PERFORMANCE

The period of performance is a 5-year ordering period, made up of a one (1) 1- year base ordering period and four (4) one-year ordering periods, under a multiple award IDIQ contract. The Government will issue Delivery Order(s) for specific items in accordance with G.2 Ordering Procedures. Each Delivery Order will be negotiated for a specific price, a specific period of performance and delivery requirements.

F.3 SHIPPING AND TRACKING

The Contractor may use any of the following methods to ship items: Dedicated Load; Less Than Load (LTL); or Package Carrier (e.g., FedEx, UPS, DHL, USPS, etc.)

The Contractor shall provide notice of shipping. The notice shall be provided by email to the Delivery Order Contracting Officer (CO), the Delivery Order Contracting Officer’s Representative (COR) and the delivery point of contact. Shipping shall include a copy of the Contractor’s bill of lading (BOL) and an estimated date of delivery. The Contractor shall require that the delivery carrier’s driver notify the delivery point of contact 24 hours prior to delivery unless the delivery is using a carrier such as FedEx, UPS, DHL, USPS, etc. for package delivery. Items that are shipped as package delivery shall have the tracking number provided to the COR within 24 hours of the items being shipped.

Upon invoicing, the Contractor shall provide an electronic spreadsheet showing details of commodity shipped from place of origin to destination. At a minimum, the electronic spreadsheet must provide these details: Load number, Bill of Lading number, nomenclature and units shipped, personal identifier for each unit, carrier, truck number, trailer number, place of origin, and destination.

F.4 DELIVERY LOCATIONS

Delivery locations Contiguous United States (CONUS) and/or Outside Contiguous United States (OCONUS) will be identified in the Delivery Order requirements’ requests for delivery.

Standard delivery locations are identified below:

Site 1 FEMA Manufactured Housing Storage Site (MHSS) Selma located at: Selma MHSS-FEMA 661 Selfield Road Selma, AL 36704 Site 2 FEMA Manufactured Housing Storage Site (MHSS) Cumberland located at: Cumberland MHSS-FEMA 11601 PPG Road Cumberland, MD 21502 Non-standard locations include FEMA field operations such as Joint Field Offices (JFO) and Manufactured Housing Staging Areas (MHSA). Non-standard locations could also include the TTHU manufacturer or other FEMA offices and storage locations. Addresses for non-standard locations will be provided.

http://www.acquisition.gov/far

F.5 DELIVERY CAPABILITY

The Contractor shall notify the specified POC at the delivery location identified in each Delivery Order to arrange a delivery window (day and time) and to understand any limitations at the site which would impact a delivery (ex. clearance levels into garage, building hours, etc).

All items shall be delivered on (a) pallet(s). Itemized BOL shall accompany all deliveries. Any discrepancies will be reported back to the Contractor within a reasonable number of hours based on quantity of FFAE. The Contractor shall provide a spreadsheet to the COR indicating totals for each item after each delivery and grand totals for all deliveries within 72 hours of delivery.

The Contractor shall be able to deliver the items identified as FFAE so that the items shall arrive at the FEMA destination within two (2) weeks (calculated as 14 calendar days) from the date of the order if the delivery location is within 500 miles of the Contractor’s warehouse. The Contractor shall be granted an additional calendar day (a twenty-four (24) hour period of time) for every additional 500 miles or portion thereof. Delivery may take place up to two days after this requirement if the order is placed on a weekend day and the destination facility is not open. Delivery distances will be calculated using the MapQuest online web site.

F.6 DELIVERABLES

The Contractor shall provide a spreadsheet to the designated Delivery Order COR indicating totals for each item after each delivery and grand totals for all deliveries within 72 hours of delivery.

END OF SECTION F

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 ROLES AND RESPONSIBILITIES GOVERNMENT KEY PERSONNEL

This section provides roles, responsibilities, and contract administration requirements for the FFAE IDIQ Contract and each delivery order placed under this IDIQ contract. Additional clauses and other requirements regarding contract administration may be designated at the Delivery Order level.

G.1.1 CONTRACTING OFFICER (CO) (IDIQ)

(a) The IDIQ Contracting Officer is the only individual who has the authority on behalf of the Government, among other things, to take the following actions under the IDIQ contract: (a) Assign additional work within the general scope of the contract. (b) Issue a change in accordance with the clause entitled Changes. (c) Change the price of the contract. (d) Change any of the terms, conditions, specifications, or services required by the contract. (e) Accept non-conforming work. (f) Waive any requirement of the contract.

(b) The designated Contracting Officer for the FFAE IDIQ Contract is:

Name: Keturah Stroy

Email: Keturah.Stroy@fema.dhs.gov

G.1.2 CONTRACTING OFFICER’S REPRESENTATIVE (COR) (IDIQ)

(a) The performance of the work under this contract shall be subject to the surveillance and written technical direction of the Contracting Officer’s Representative (COR), who shall be specifically appointed by the Contracting Officer in writing.

Technical direction is defined as a directive to the Contractor which approves approaches, solutions, designs, or refinements; fills in details or otherwise completes the general description of work of documentation items;

shifts emphasis among work areas or tasks; or otherwise furnishes guidance to the Contractor. Technical direction includes the process of conducting inquiries, requesting studies, or transmitting information or advice by the COR, regarding matters within the general tasks and requirements in Section C of this contract.

(b) The COR does not have the authority to, and shall not, issue any technical direction which:

(1) Constitutes an assignment of additional items outside the Delivery Order or contract Statement of Work.

(2) Constitutes a change as defined in the contract clause entitled “Changes”.

(3) In any manner causes an increase or decrease in the total estimated contract or Delivery

Order cost, the fixed fee (if any), or the time required for contract performance.

(4) Changes any of the expressed terms, conditions, or specifications of the contract or Task

Order; or

(5) Interferes with the Contractor’s right to perform the specifications of the contract or

Delivery Order.

(c) All technical directions shall be issued in writing by the COR.

(d) The Contractor shall proceed promptly with the performance of technical directions duly issued by the COR in the manner described by this clause and within his/her authority under the provisions of this clause.

Any instruction or direction by the COR which falls within one, or more, of the categories defined in (b)(1) through (5) above, shall cause the Contractor to notify the Contracting Officer in writing one (1) working day after receipt of any such instruction or direction and shall request the Contracting Officer to modify the contract accordingly. Upon receiving the notification from the Contractor, the Contracting Officer shall either issue an appropriate contract modification within a reasonable time or advise the Contractor in writing within mailto:Keturah.Stroy@fema.dhs.gov two (2) days after receipt of the Contractor’s Letter that:

(1) The technical direction is rescinded in its entirety.

(2) The technical direction is within the scope of the contract, does not constitute a change under the “Changes” clause of the contract and that the Contractor should continue with the performance of the technical direction.

(e) A failure of the Contractor and Contracting Officer to agree that the technical direction is within the scope of the contract, or a failure to agree upon the contract action to be taken with respect thereto shall be subject to the provisions of the “Disputes” clause of this contract.

Any action(s) taken by the Contractor in response to any direction given by any person other than the Contracting Officer or the Project Officer whom the Contracting Officer shall appoint shall be at the Contractor’s risk.

(f) The designated Contracting Officer’s Representative (COR) for the FFAE IDIQ is:

Name: TBD Email: TBD

G.1.3 DELIVERY ORDER CONTRACTING OFFICERS (COs)

(a) Each Delivery Order will be issued in writing and signed by a warranted Contracting Officer. Delivery Order COs may negotiate additional terms and conditions to delivery orders at their discretion, but they do not have the authority to change or include terms and conditions that conflict with those established at the IDIQ contract level.

(b) The Delivery Order CO shall be responsible for:

(1) Ensuring that Delivery Orders within the scope of the IDIQ;

(2) Administration and final closeout of Delivery Orders;

(3) Performing inspection and acceptance or rejection of the equipment provided by the Contractor;

(4) Reporting on contractor performance on the Delivery Order in accordance with FAR Subpart 42.15, Contractor Performance Evaluation;

(5) Approving or withholding payments, or authorizing partial payment of invoices.

G.1.4 DELIVERY ORDER CONTRACTING OFFICER’S REPRESENTATIVE (COR)

(a) Delivery Order COs may designate CORs for individual Delivery Orders that will be responsible for the day-to-day coordination of that Delivery Order. The COR for each Delivery Order will be appointed by the Delivery Order CO through a written designation.

(b) The Delivery Order COR will represent the Delivery Order CO in the administration of details within the scope of the Delivery Order. The Delivery Order COR is also responsible for the final inspection and acceptance of all Delivery Order deliverables. The Delivery Order COR is not otherwise authorized to make any representations or commitments of any kind on behalf of the Delivery Order IDIQ COs or the Government. The Delivery Order COR does not have authority to alter the Contractor’s obligations or to change the Delivery Order specifications, price, terms or conditions. If, as a result of discussions, it is desirable to modify Delivery Order obligations or specification, changes will be issued in writing and signed by the Delivery Order CO.

G.2 ORDERING

(a) The Government will order any supplies to be furnished under this IDIQ contract by issuing Delivery Orders from the effective date of the IDIQ contract through the expiration date of the IDIQ contract. All warranted FEMA COs are considered designated ordering officials.

(b) FEMA COs may directly place task orders under the IDIQ contract to obtain supplies. Ordering offices will be responsible for the issuance, administration, payment, and closeout of their orders. All orders are subject to the terms and conditions of this IDIQ contract. In the event of conflict between an order and this IDIQ contract, the IDIQ contract shall prevail.

(c) Under no circumstances, will a Delivery Order change the requirements of the IDIQ contract.

Should the IDIQ contract require such a change, specific approval must first be obtained from the IDIQ contract CO.

(d) Issued Delivery Orders will identify the supplies required, provide specific details (including the schedule for all deliverables).

G.3 INVOICES

An invoice is a written request for payment under this contract for supplies delivered. Payment of invoices submitted under this contract shall be made in accordance with the terms and conditions of the Prompt Payment clause in accordance with the terms and conditions of the Prompt Payment clause in accordance with the provisions of other clauses in this contract.

Failure or refusal to provide the following information on all invoices submitted under this contract may result in the invoice being considered improper for payment in accordance with the Prompt Payment clause. In order to be proper, an invoice must include, as applicable, the following:

(a) GENERAL INFORMATION

(1) Name of Contractor

(2) Invoice Date

(3) Contract number (including task order number, if any), contract line-item number, contract description of supplies or services, quantity, contract unit of measure and unit price, and extended total.

(4) Shipment number and date of shipment (bill-of-lading number and weight of shipment will be shown for shipments on Government bills of lading).

(5) Name, title, phone number and complete mailing address of responsible Official who can be contacted in the event of an improper invoice, if there are questions, or additional information is needed by this agency to process payment.

(6) Any other information or documentation required by other provisions of the Contract (such as evidence of shipment).

(7) Invoices shall be prepared and submitted as follows:

(b) ELECTRONIC FUNDS TRANSFER (EFT) INFORMATION

(1) As mandated by the Debt collection Improvement Act (DCIA) of 1996 and in accordance with FAR Clause 52.232-33-Payment By Electronic Funds Transfer—System for Award Management (JUL 2013) of this contract, the Contractor must submit the following written EFT information as specified in clause 52.232-33 of this award:

Furniture, Fixtures, Appliances, and Equipment (FFAE)

· The contract number (or other procurement identification number).

· The Contractor’s name and remittance address, as stated in the contract(s).

· The signature (manual or electronic, as appropriate), title, and telephone number of the Contractor official authorized to provide this information.

· The name, address, and 9-digit Routing Transit Number (RTN) of the Contractor’s financial agent.

· The Contractor’s account number and the type of account (checking, savings, or lockbox).

· If applicable, the Fedwire Transfer System (FTS) telegraphic abbreviation of the Contractor’s financial agent.

· If applicable, the Contractor shall also provide the name, address, telegraphic abbreviation, and 9-digit Routing Transit Number (RTN) of the correspondent financial institution receiving the wire transfer payment if the Contractor’s financial agent is not directly on-line to the FTS; and, therefore, not the receiver of the wire transfer payment.

(2) The Contractor should include the EFT information set forth below on all invoices submitted for payment under this contract. Failure to provide the information or failure to notify this agency of changes to this information may result in delays in payments and/or rejection of the invoice in accordance with the Prompt Payment clause of this contract. The following EFT information should be submitted on each invoice”.

(a) Routing Transit Number (RTN) – The Contractor shall provide the current 9-digit RTN of the payee’s bank

(b) Payee’s account number

(c) Contractor’s Tax Identification Number (TIN)

(The EFT information submitted must be that of the Contractor unless there is an official Assignment of Claims on file with the payment office.)

If at any time during the term of this contract, the Contractor changes any EFT information, (i.e.

financial agent, RTN, account number, etc.) the new EFT information must replace the old EFT information on subsequent invoices submitted under this contract.

To avoid delays in processing invoices, the Contractor must also submit written notification of EFT information changes to the office designated in this award document as soon as the new information is known to the Contractor. This notification must be in writing and signed by the individual authorized by the Contractor to make such changes.

In addition, you need to maintain current information in the System for Award Management (SAM) database. The government may reject invoices if you have not maintained your registration, including Electronic Funds Transfer (EFT) information, in the SAM database.

END OF SECTION G

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 RELEASE, PUBLICATION AND USE OF GOVERNMENT FURNISHED DATA

No contractor shall have the right to use, release to others, reproduce, distribute, or publish any government furnished data first produced or specifically used by the contractor in the performance of this contract with prior written permissions from FEMA.

H.2 INTERPRETATION OF CONTRACT REQUIREMENTS

No interpretation of any provisions of the contract, including applicable specifications, shall be binding on FEMA unless furnished or agreed to in writing by the CO.

H.3 CORRESPONDENCE PROCEDURES

To promote timely and effective administration, correspondence (except for vouchers submitted under the contract) shall be subject to the following procedures:

(a) Technical correspondence (where technical issues relating to compliance with TO specifications are involved) shall be addressed to the Contracting Officer Representative (COR) with information copies to the CO/Contract Specialist (CS).

(b) All other correspondence (that which proposes or otherwise involves waivers, deviations or modifications to the requirements, terms or conditions of the contract) shall be addressed to the CO/CS with a copy to the COR.

H.4 CONTRACTOR COMMITMENTS, WARRANTIES, REPRESENTATIONS

Any written commitment by the Contractor within the scope of the contract shall be binding upon the Contractor. Failure of the Contractor to fulfill any such commitment shall render the Contractor liable under the default provisions for damages due to FEMA under the terms of the contract. For the purpose of the resulting contract, a written commitment by the Contractor is limited to the proposal submitted by the Contractor and to specific written amendments to its proposal. Written commitment by the Contractor are further defined as including (1) any warranty or representation made by the Contractor in a proposal as to performance, (2) any warranty or representation made by the Contractor described in (1) above, made in any literature descriptions, drawings, or specifications accompanying or referred to in a proposal, and (3) any modification of or affirmation or representation as to the above which is made by the Contractor in or during the course of negotiations, whether or not incorporated into a formal amendment to the proposal.

H.5 USE OF FEMA NAME OR CONTRACTUAL RELATIONSHIP IN ADVERTISING

The Contractor agrees not to refer to awards from or contracts with FEMA in commercial advertising in such a manner as to state or imply that the product or service provided is endorsed or preferred by FEMA or is superior to other products or services. The Contractor also agrees not to distribute or release any information which states or implies that FEMA endorses, uses, or distributes the Contractor's product or service.

H.6 GOVERNMENT PROPERTY

Government property matters shall follow the same policies and procedures for Government property under FAR Part 45, Government Property and other applicable agency specific regulatory supplements. Unless otherwise specified in a task order, the Contactor shall provide all office equipment and supplies at the Contractor’s sole and exclusive expense, including computers/workstations used in daily operation in support of FEMA. The CO must tailor property clauses, provisions, and other applicable terms and conditions specific to each task order solicitation and award.

H.7 FEDERAL HOLIDAYS

The following days are considered Federal holidays and will be observed by the Contractor(s) in performance of work under each task order:

January 01 New Period’s Day 3rd Monday in January Birthday of Martin Luther King, Jr.

3rd Monday in February Washington’s Birthday Last Monday in May Memorial Day June 19 Juneteenth National Independence Day July 04 Independence Day 1st Monday in September Labor Day 2nd Monday in October Columbus Day November 11 Veterans Day 4th Thursday in November Thanksgiving Day December 25 Christmas Day

If any of the above holidays falls on a Saturday, then the preceding Friday is the holiday. If any of the above holidays falls on a Sunday, then the following Monday is the holiday.

In addition to the days designated above as holidays, the Government observes the following as non-working days:

• Any other day designated by Federal Statute

• Any day designated by Executive Order

• Any other day designated by the President’s Proclamation

Contractor personnel shall work in accordance with the Government’s designated holiday schedule unless otherwise stated specifically in the task order.

NOTE: Additional non-working days are sometimes authorized, but these are regional in nature (e.g., Inauguration Day in Washington, DC) and not included as Federal holidays for the purposes of this contract.

END OF SECTION H

SECTION I – CONTRACT CLAUSES

FAR 52.252-2 – CLAUSES INCORPORATED BY REFERENCE. (FEB 1998)

This solicitation 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 address: https://www.acquisition.gov/far

(End of Clause)

52.202-1 Definitions. (JUN 2020) 52.203-6 Restrictions on Subcontractor Sales to the Government.- Alternate I (NOV 2021) 52.204-12 Unique Entity Identifier Maintenance. (OCT 2016) 52.204-13 System for Award Management Maintenance. (OCT 2018) 52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020) 52.204-19 Incorporation by Reference of Representations and Certifications. (DEC 2014) 52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (JAN 2025) 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters. (OCT 2018) 52.216-27 Single or Multiple Awards. (OCT 1995) 52.233-3 Protest after Award. – Alternate I (JUN 1985) 52.232-39 Unenforceability of Unauthorized Obligations. (JUN 2013) 52.240-1 Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drove Act-Covered Foreign Entities. (NOV 2024) 52.242-13 Bankruptcy. (JUL 1995) 52.243-1 Changes – Fixed Price (AUG 1987)

52.249-8 Default (Fixed-Price Supply and Service). (APR 1984) 52.249-14 Excusable Delays (APR 1984) 52.252-6 Authorized Deviations in Clauses (NOV 2020)

52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES

DEVELOPED OR PROVIDED BY KASPERSKY LAB COVERED ENTITIES (DEVIATION 20-05)

(JUL 2024)

(a) Definitions. As used in this clause – Kaspersky Lab covered article means any hardware, software, or service that–

(1) Is developed or provided by a Kaspersky Lab covered entity;

(2) Includes any hardware, software, or service developed or provided in whole or in part by a Kaspersky Lab covered entity; or

(3) Contains components using any hardware or software developed in whole or in part by a Kaspersky Lab covered entity.

Kaspersky Lab covered entity means–

(1) Kaspersky Lab;

(2) Any successor entity to Kaspersky Lab, including any change in name, e.g., “Kaspersky”;

(3) Any entity that controls, is controlled by, or is under common control with Kaspersky Lab;

or

(4) Any entity of which Kaspersky Lab has a majority ownership. (b) Prohibition. Section 1634 of Division A of the National Defense Authorization Act for Fiscal Year 2018 (Pub. L. 115-91) prohibits Government use of any Kaspersky Lab covered article. The Contractor is prohibited from—

(1) Providing any Kaspersky Lab covered article that the Government will use on or after October 1, 2018; and

(2) Using any Kaspersky Lab covered article on or after October 1, 2018, in the development of

Furniture, Fixtures, Appliances, and Equipment (FFAE) data or deliverables first produced in the performance of the contract.

(c) Reporting requirement.

(1) In the event the Contractor identifies covered article provided to the Government during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report, in writing, via email, to the Contracting Officer, Contracting Officer's Representative, and the Enterprise Security Operations Center (SOC) at NDAA Incidents@hq.dhs.gov, with required information in the body of the email. In the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil.

For indefinite delivery contracts, the Contractor shall report to the Enterprise SOC, Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) and Contracting Officer's Representative(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

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

(i) Within 3 business days from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; brand; model number (Original Equipment Manufacturer (OEM) number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the report pursuant to paragraph (c)(1) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of a Kaspersky Lab covered article, any reasons that led to the use or submission of the Kaspersky Lab covered article, and any additional efforts that will be incorporated to prevent future use or submission of Kaspersky Lab covered articles. (d) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts, including subcontracts for the acquisition of commercial items.

(End of clause)

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND

VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (DEVIATION 20-05) (DEC 2020)

(a) Definitions. As used in this clause-

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

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

"Covered foreign country" means – The People's Republic of China.

"Covered telecommunications equipment or services" means-

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

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

Furniture, Fixtures, Appliances, and Equipment (FFAE) Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

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

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

"Critical technology" means-

(l) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled-

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

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

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

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

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

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of2018 (50 U.S.C. 4817).

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

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

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

Furniture, Fixtures, Appliances, and Equipment (FFAE)

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

(b) Prohibition.

(1) Section 889(a)(l)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.

(2) Section 889(a)(l)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR

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

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

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

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

(d) Reporting requirement.

(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause in writing via email to the Contracting Officer, Contracting Officer's Representative, and the Network Operations Security Center (NOSC) at NDAA Incidents@hq.dhs.gov, with required information in the body of the email. In the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the NOSC, Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) and Contracting Officer's Representative(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https:// dibnet.clod.mil.

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

(i) Within one business day from the date of such identification or notification:

the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

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

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

52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2023)

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

The Government must exercise its post-acceptance rights-

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

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_233_1 https://www.acquisition.gov/far/part-52#FAR_52_202_1

Furniture, Fixtures, Appliances, and Equipment (FFAE) such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

EFT.

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

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

(i) Payment.-

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

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

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Furniture, Fixtures, Appliances, and Equipment (FFAE)

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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Furniture, Fixtures, Appliances, and Equipment (FFAE)

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

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

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

(B) The date of issuance of a Government check to the Contractor from which an…