47QFHA23K0007_T10_08a_SF1449_Solicitation_ALEC_SDVOSB_Set Aside_Final.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

47QFHA23K0007

Khamoy "Dee" Sysengchanh 816-223-7796

47QFHA 100

Net 30 days

DOD CENTER (BLDG 4385)

400 Gigling Road Seaside, CA 93955

Same as Block 9

General Services Administration (FUND) via ASSIST

SEE SCHEDULE

Khamoy "Dee" Sysengchanh

541511

$34.0M

07/07/2023

08/07/2023

12:00 PM CDT

W62KP4

GSA, FAS

AAS, Region 6 2300 Main Street Kansas City, MO 64108

Solicitation 47QFHA23K0007

Section A - Solicitation/Contract Form

1. TITLE: Defense Language Institute Foreign Language Center (DLIFLC) Advanced Language Enhancement Course (ALEC) IV Development

2. PERIOD OF PERFORMANCE (BASE PERIOD): 09/25/2023 - 06/24/2025

3. NAICS CODE: 541511 SIZE STANDARD: $34.0M

4. PLACE(S) OF PERFORMANCE: Contractor coordinated locations

5. EXTENT OF COMPETITION: 100% SDVOSB Set-aside in accordance with FAR 19.1405

6. This will be a Firm Fixed Price contract with Travel reimbursement.

7. QUOTES ARE DUE BY: August 7, 2023, 12:00 pm CDT (see SF1449 Block 8). Technical questions are due by July 14, 2023, 12:00 pm CDT (see Section L – Instructions to Offerors)

8. See Section L and M of this solicitation for quote submission requirements and the basis for award.

9. This solicitation is issued by authority of FAR 19.1405 in accordance with FAR 13.5 procedures.

10. Contract Line Item Number (CLIN) 0004, Travel: The purpose of the Travel CLIN is to reimburse the Contractor for authorized travel in accordance with associated ALEC Support services provided. The Offerors are not to enter any pricing information for these CLINs as part of their quote. A pricing estimate has been filled in by the Government. Offerors are asked to fill-in (if any) their fixed administrative fee for processing travel and provide documentation that supports the fee.

11. This procurement is being awarded and administered by the General Services Administration, Region 6 Assisted Acquisition Services, Kansas City, MO, in support of the Defense Language Institute Foreign Language Center (DLIFLC), Monterey, CA. Prior to the RFQ close date, offeror’s shall be registered in GSA’s ASSIST Portal, https://portal.fas.gsa.gov/public/login. Contact the ASSIST registration desk at 877-472-4877 or email assist.servicedesk@gsa.gov to complete your registration.

12. Safeguarding Covered Defense Information and Cyber Incident Reporting (DFARS 204.7304): This DFARS subpart applies to contracts and subcontracts requiring contractors and subcontractors to safeguard Covered defense information that resides in or transits through covered contractor information systems by applying specified network security requirements. It also requires reporting of cyber incidents. “Covered defense information” means unclassified controlled technical information or other information (as described in the Controlled Unclassified Information (CUI) Registry at http://www.archives.gov/cui/registry/category-list.html) that requires safeguarding or dissemination controls pursuant to and consistent with law, regulations, and Governmentwide policies. DFARS 252.204-7008 “Compliance with Safeguarding Covered Defense Information Controls”, 252.204-7012 “Safeguarding Covered Defense Information and Cyber Incident Reporting”, 252.204-7019 “Notice of NIST SP 800-171 DoD Assessment Requirements”, and 252.204-7020 “NIST SP 800-171 DoD Assessment Requirements” are included in this RFQ.

Contractors are required to have a Basic NIST SP 800-171 DoD Assessment in the Supplier Performance Risk System (SPRS) within the last 3 years of the RFQ close date to be eligible for award. Register at the Procurement Integrated Enterprise Environment (PIEE) portal https://cac.piee.eb.mil/xhtml/unauth/home/login.xhtml?logout=Y to get access to SPRS https://www.sprs.csd.disa.mil/.

13. Points of Contact for this solicitation are, Khamoy "Dee" Sysengchanh, dee.sysengchanh@gsa.gov, and Matthew Hughes matthew.huges@gsa.gov, and Christopher Nettey christopher.nettey@gsa.gov.

(End of Section A - Solicitation/Contract Form)

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 21 Months

Course IV Chinese (CM)

FFP

The contractor shall provide all labor, equipment, and materials to support the ALEC program in accordance with the PWS.

FOB: Destination

NET

AMOUNT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0002 21 Months

Course IV Korean (KP)

FFP

The contractor shall provide all labor, equipment, and materials to support the ALEC program in accordance with the PWS.

FOB: Destination

NET

AMOUNT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0003 21 Months

Course IV Spanish (QB)

FFP

The contractor shall provide all labor, equipment, and materials to support the ALEC program in accordance with the PWS.

FOB: Destination

NET

AMOUNT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0004 1 Each NTE $15,000.00

Travel

COST

All travel costs must be approved prior to expenditure. The contractor will be reimbursed for allowable travel costs. DO NOT RE-PRICE THIS CLIN. This is a "COST - Not To Exceed" CLIN including a fixed administrative fee of ________% (if applicable). The fixed administrative fee is inclusive of all potential G&A and other handling fees.

Contractor shall provide documentation that supports the administrative fee (if applicable).

FOB: Destination

NET

AMOUNT NTE $15,000.00

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0005 1 Each NSP NSP

Service Contract Reporting (SCR) Requirements

FFP

In accordance with FAR 52.204-14, Service Contract Reporting (SCR) - The Contractor shall report, annually by October 31, for services performed under this contract during the preceding Government fiscal year (October 1 - September 30). The Contractor shall report the following information:

Contract number, total dollar amount invoiced for services performed during the period Government fiscal year under the contract, the number of Contractor direct labor hours expended on the services performed during the previous Government fiscal year, and data reported by subcontractors (as applicable). This information shall be submitted via the internet at www.sam.gov as required per FAR 52.204.14. This CLIN is Not Separately Priced (NSP).

FOB: Destination

NET

AMOUNT NSP

Summary of Contract Amounts

Total Amount $

(End of Section B - Supplies or Services and Prices)

Section C - Description/Specifications

Refer to Section J - List of Attachments, Documents, and Exhibits

(End of Section C - Description/Specifications/Work Statement)

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government 0005 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-4 Inspection of Services-Fixed Price AUG 1996 252.246-7001 Warranty of Data-Basic MAR 2014

(End of Section E - Inspection and Acceptance)

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 POP 25-SEP-2023

TO 24-JUN-2025

N/A DOD CENTER (BLDG 4385)

400 Gigling Road Seaside, CA 93955 831-242-4562 FOB: Destination

W62KP4

0002 POP 25-SEP-2023

TO 24-JUN-2025

N/A (SAME AS PREVIOUS

LOCATION)

FOB: Destination

W62KP4

0003 POP 25-SEP-2023

TO 24-JUN-2025

N/A (SAME AS PREVIOUS

LOCATION)

FOB: Destination

W62KP4

0004 POP 25-SEP-2023

TO 24-JUN-2025

N/A (SAME AS PREVIOUS

LOCATION)

FOB: Destination

W62KP4

0005 POP 25-SEP-2023

TO 24-JUN-2025

N/A (SAME AS PREVIOUS

LOCATION)

FOB: Destination

W62KP4

CLAUSES INCORPORATED BY REFERENCE

52.242-15 Stop-Work Order AUG 1989 52.242-17 Government Delay of Work APR 1984

(End of Section F - Deliveries or Performance)

Section G - Contract Administration Data

CLAUSES INCORPORATED BY REFERENCE

252.201-7000 Contracting Officer's Representative DEC 1991 252.204-7006 Billing Instructions MAY 2023

CLAUSES INCORPORATED BY FULL TEXT

LOCAL GSA CLAUSE - ELECTRONIC SUBMISSION THROUGH ASSIST OF PAYMENT REQUESTS AND

RECEIVING REPORTS

1. Electronic Submission of Invoices

Contractors shall electronically submit invoices and supporting documentation through the GSA web-based procurement system ASSIST portal. The contractor shall submit invoices electronically by logging into the ASSIST portal https://portal.fas.gsa.gov, navigating to the appropriate order, and creating the invoice for that order. This is the only acceptable means for invoice submissions. Detailed invoice submission instructions can be found at the ASSIST portal.

No paper invoices shall be accepted. For additional assistance and for problem and or error resolution contact the ASSIST Helpdesk at 877-472-4877 or email assist.servicedesk@gsa.gov.

2. Invoice Content/Information

The invoice attached in ASSIST shall be submitted on official letterhead and shall include the following information at a minimum.

Invoice on Company Letterhead with Invoice Number Contract Number/Order Number POC name, phone/email, and address

TAX ID #

Period of Performance for Billing Period Total Invoice Amount Charges, identified by deliverable or Contract Line Item Number (CLINs), with a narrative description of the service performed.

Deliverables, reimbursable costs, and other charges (e.g., G&A) (if applicable) Travel Itemized by Individual and Trip (if applicable) The invoice shall be structured per the awarded pricing schedule. The contractor shall invoice for work performed the prior month no later than 10 business days of the next month in accordance with the approved fixed price billing schedule.

3. Travel Invoicing (if applicable)

Travel shall be reviewed and approved by the COR in advance per the terms and conditions of the contract via ASSIST in the “Award Overview” menu using the “Collaborations” Tab. Travel invoices shall be submitted with all receipts for airfare, rental car, lodging, and all other receipts directly being charged for over $75.00 shall be submitted as support/back up documentation with the invoice submittal. NO PAYMENT WILL BE MADE WITHOUT DOCUMENTATION and

RECEIPTS.

4. Revised Invoices

If the contractor submits a revised invoice, the revised invoice must include: 1) a unique invoice number (The unique number could just be adding a R or an A to the original invoice number), 2) a brief explanation, and 3) a cross-reference to any previous invoice submittals for tracking purposes and avoiding duplication.

5. Final Invoice/Order Closeout Procedures

Invoices for final payment must be identified and submitted when the contract has been completed and no further charges are to be billed. The contractor shall submit a final invoice within sixty (60) calendar days after the end of the Performance Period. All invoices shall be received within this period. The contracting officer shall not extend the period of performance, or the invoice submittal period to wait on subcontractors to bill the prime contractor. All rates are negotiated at the time of award, and the contractor shall control and account for all time by their own personnel and their subcontractor or CTA personnel to allow for timely billing in accordance with the terms expressed in this section. The Government reserves the right to require a release of claims at the end of the performance period, after all payments have been completed. **NOTE: No rates agreed to under the terms of this contract are subject to DCAA or other “final” audited rates.

6. Unilateral Closeout Modifications:

The Government reserves the right to issue unilateral closeout modifications to close out the contractual agreements, after the contractor has acknowledged the order is closed and that no further liability exists on behalf of the parties. The Government also reserves the right under the unilateral closeout modification to deobligate money after full payment has been made to the contractor for their services/materials under this contract.

(End of clause)

CONTRACT ADMINISTRATION

RESPONSIBILITY FOR ADMINISTRATION OF CONTRACT

a. The Contracting Officer is responsible for the administration of this contract. The Contracting Officer alone is authorized to the extent indicated in the contract to take action on behalf of the government which results in changes in the terms of the contract, including deviations from specifications, details and delivery schedules. Communications pertaining to contractual administrative matters will be addressed to the Contracting Officer. No changes in or deviation from the scope of work shall be affected without a written modification to the contract executed by the Contracting Officer.

b. No oral statement of any person will in any manner or degree shall modify or otherwise affect the terms of this contract. The Contracting Officer is the only person authorized to approve changes in any of the requirements under this contract, and notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely with the Contracting Officer.

c. All matters pertaining to Government administration of this contract should be directed to:

ATTN: Khamoy "Dee" Sysengchanh Contracting Officer GSA, Region 6 AAS 2300 Main Street Kansas City, MO 64108 Phone: 816-223-7796 Email: dee.sysengchanh@gsa.gov

Matthew Hughes Project Manager GSA, Region 6 AAS 2300 Main Street Kansas City, MO 64108 Phone: 253-931-7979 Email: matthew.hughes@gsa.gov

Christopher Nettey Contract Specialist GSA, Region 6 AAS 2300 Main Street Kansas City, MO 64108 Phone: 816-791-8407 Email: christopher.nettey@gsa.gov

OTHER POINTS OF CONTACT

Contractor POC: TBD

Government Customer POC: David Randolph; david.randolph@dliflc.edu 831-242-4562

(End of Section G - Contract Administration Data)

Section H - Special Contract Requirements

CLAUSES INCORPORATED BY FULL TEXT

KEY PERSONNEL REQUIREMENTS

(a) Certain experienced professional and/or technical personnel are essential for successful accomplishment of the work to be performed under this contract. These "Key Personnel" were identified by name within the contractor’s quote and their resumes were submitted for evaluation during the source selection process. The contractor agrees that such personnel shall not be removed or replaced within the performance of this contract unless the following measures are taken:

(1) If one or more of the key personnel, for any reason, becomes or is expected to become unavailable for work under this contract for a continuous period exceeding 30 work days, or is expected to devote substantially less effort to the work than indicated in the quote or initially anticipated, the contractor shall, subject to the concurrence of the Contracting Officer (KO) or designated Contracting Officer Representative (COR), promptly replace personnel with personnel who possess equal, or better, qualifications as the original employee.

(2) All requests for approval of substitutions hereunder must be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitutions. The request must contain a resume for the proposed substitute, and any other information requested by the KO or designated COR. The KO or designated COR must concur in writing with the change.

(b) If the KO or designated COR determines that suitable and timely replacement of Key Personnel who have been reassigned, terminated or have otherwise become unavailable for the contract work is not reasonably forthcoming or that the resultant reduction of productive effort would be so substantial as to impair successful completion of the contract, the KO may terminate the contract for default or for the convenience of the Government, as appropriate, or make an equitable adjustment to the contract to compensate the Government for any resultant delay, loss or damage.

(c) The Key Personnel in this contract are as follows: [fill-in at time of award].

RELEASE OF NEWS INFORMATION

No news release (including photographs and films, public announcements or denial or confirmation of the same) on any part of the subject matter of this contract shall be made without the prior written approval of the Contracting Officer.

NON DISCLOSURE OF SENSITIVE AND/OR PROPRIETARY DATA

The contractor recognizes that in the performance of this order it may receive or have access to certain sensitive information, including information provided on a proprietary basis but not limited to, planning, programming, budgeting or execution (PPBE) information, classified information, Privacy Act-protected information or proprietary data of a third party, leases, internal memoranda, correspondence, to include information provided on a proprietary basis by other contractors, by federal entities, other contractors, equipment manufacturers, and other private or public entities. The contractor agrees to use and examine this information exclusively in the performance of this contract and to take the necessary steps in accordance with Government regulations to prevent disclosure of such information to any party other than the procuring Government agency or Government-designated support contractors possessing appropriate proprietary agreements.

SECTION 508 OF THE REHABILITATION ACT COMPLIANCE

All Information and Communication Technology (ICT) procured, developed, maintained, or used by Federal agencies must conform to the Revised 508 Standards. ICT includes software, hardware, electronic content, support documentation, and services.

Definition of ICT: Information technology and other equipment, systems, technologies, or processes, for which the principal function is the creation, manipulation, storage, display, receipt, or transmission of electronic data and information, as well as any associated content. Examples of ICT include, but are not limited to: computers and peripheral equipment; information kiosks and transaction machines; telecommunications equipment; customer premises equipment;

multifunction office machines; software; applications; Web sites; videos; and, electronic documents.

The offeror’s quote shall include a Section 508 Compliance Statement indicating its capability to comply with Section 508 requirements, and demonstrate a good faith effort to comply with Section 508 requirements.

NOTE: The offeror’s Section 508 Compliance Statement shall include a separate response to each of the Section 508 requirements listed in the attached Accessibility Requirements Tool (ART) Report. If an offeror is not fully compliant with a particular Section 508 requirement, the offeror shall document both: 1) the reason for the non-compliant status, and 2) the actions taken (or may be taken) to become compliant.

Offerors may use the Voluntary Product Accessibility Template (VPAT) as part of their Section 508 Compliance Statement.

Please see Section 508 ART Report applicable for this acquisition.

(End of Section H - Special Contract Requirements)

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE: See Attachment 3 for Provisions and Clauses Matrix

CLAUSES INCORPORATED BY FULL TEXT

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.-

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

destination.

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

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

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

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

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

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

chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of clause)

52.217-8 Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days before the contract expires.

As part of price evaluation, the Government will evaluate its option to extend services (see FAR clause 52.217-8) by adding six (6) months of the offeror's final option period price to the offeror's total price. Offerors are required only to price the base and option periods. Offerors shall not submit a price for the potential six month extension of services period. The Government may choose to exercise the Extension of Services at the end of any performance period (base or option periods), utilizing the rates of that performance period.

(End of clause)

52.219-27 Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Oct 2022)

(a) Definition. "Service-disabled veteran-owned small business concern"—

(1) Means a small business concern–

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran.

(2) "Service-disabled veteran" means a veteran, as defined in 38 U.S.C.101(2), with a disability that is service-connected, as defined in 38 U.S.C.101(16).

(b) Applicability. This clause applies only to—

(1) Contracts that have been set aside for service-disabled veteran-owned small business concerns;

(2) Part or parts of a multiple-award contract that have been set aside for service-disabled veteran-owned small business concerns;

(3) Orders set aside for service-disabled veteran-owned small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F); and

(4) Orders issued directly to service-disabled veteran-owned small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii).

(c) General. (1) Offers are solicited only from service-disabled veteran-owned small business concerns. Offers received from concerns that are not service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation will be made to a service-disabled veteran-owned small business concern.

(d) A joint venture may be considered a service-disabled veteran owned small business concern if—

(1) At least one party to the joint venture complies with the criteria defined in paragraph (a) of this clause and 13 CFR 125.18(b)(2); and

(2) Each party to the joint venture is small under the size standard corresponding to the NAICS code assigned to the procurement, or the protégé is small under the size standard corresponding to the NAICS code assigned to the procurement in a joint venture comprised of a mentor and protégé with an approved mentor-protégé agreement under an SBA mentor-protégé program.

(e) In a joint venture that complies with paragraph (f) of this clause, the service-disabled veteran-owned small business party or parties to the joint venture shall perform at least 40 percent of the work performed by the joint venture. Work performed by the service-disabled veteran-owned small business party or parties to the joint venture must be more than administrative functions.

(End of clause)

52.219-28 Post-Award Small Business Program Rerepresentation (Mar 2023)

(a) Definitions. As used in this clause— Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern—

(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (d) of this clause.

(2) Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

(b) If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, upon occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts-

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, when the Contracting Officer explicitly requires it for an order issued under a multiple-award contract.

(d) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code(s) assigned to this contract. The small business size standard corresponding to this NAICS code(s) can be found at https://www.sba.gov/document/support--table-size-standards.

(e) The small business size standard for a Contractor providing an end item that it does not manufacture, process, or produce itself, for a contract other than a construction or service contract, is 500 employees, or 150 employees for information technology value-added resellers under NAICS code 541519, if the acquisition—

(1) Was set aside for small business and has a value above the simplified acquisition threshold;

(2) Used the HUBZone price evaluation preference regardless of dollar value, unless the Contractor waived the price evaluation preference; or

(3) Was an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value.

(f) Except as provided in paragraph (h) of this clause, the Contractor shall make the representation(s) required by paragraph (b) and (c) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause, or with its offer for an order (see paragraph (c) of this clause), that the data have been validated or updated, and provide the date of the validation or update.

(g) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (f) or (h) of this clause.

(h) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

(1) The Contractor represents that it □ is, □ is not a small business concern under NAICS Code _____ assigned to contract number _____.

(2) [ Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it □ is, □ is not, a small disadvantaged business concern as defined in 13 CFR 124.1002.

(3) [ Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause. ] The Contractor represents that it □ is, □ is not a women-owned small business concern.

(4) Women-owned small business (WOSB) joint venture eligible under the WOSB Program. The Contractor represents that it □ is, □ is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [ The Contractor shall enter the name and unique entity identifier of each party to the joint venture: __.]

(5) Economically disadvantaged women-owned small business (EDWOSB) joint venture. The Contractor represents that it □ is, □ is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [ The Contractor shall enter the name and unique entity identifier of each party to the joint venture: __ .]

(6) [ Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause. ] The Contractor represents that it □ is, □ is not a veteran-owned small business concern.

(7) [ Complete only if the Contractor represented itself as a veteran-owned small business concern in paragraph (h)(6) of this clause.] The Contractor represents that it □ is, □ is not a service-disabled veteran-owned small business concern.

(8) [ Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause. ] The Contractor represents that—

(i) It □ is, □ is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR part 126; and

(ii) It □ is, □ is not a HUBZone joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph (h)(8)(i) of this clause is accurate for each HUBZone small business concern participating in the HUBZone joint venture. [The Contractor shall enter the names of each of the HUBZone small business concerns participating in the HUBZone joint venture: _____.] Each HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.

[Contractor to sign and date and insert authorized signer's name and title.____________________________]

(End of clause)

252.204-7020 NIST SP 800-171 DoD Assessment Requirements (JAN 2023)

(a) Definitions.

Basic Assessment” means a contractor’s self-assessment of the contractor’s implementation of NIST SP 800-171 that—

(1) Is based on the Contractor’s review of their system security plan(s) associated with covered contractor information system(s);

(2) Is conducted in accordance with the NIST SP 800-171 DoD Assessment Methodology; and

(3) Results in a confidence level of “Low” in the resulting score, because it is a self-generated score.

“Covered contractor information system” has the meaning given in the clause 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident Reporting, of this contract.

“High Assessment” means an assessment that is conducted by Government personnel using NIST SP 800-171A, Assessing Security Requirements for Controlled Unclassified Information that—

(1) Consists of—

(i) A review of a contractor’s Basic Assessment;

(ii) A thorough document review;

(iii) Verification, examination, and demonstration of a Contractor’s system security plan to validate that NIST SP 800-171 security requirements have been implemented as described in the contractor’s system security plan; and

(iv) Discussions with the contractor to obtain additional information or clarification, as needed; and

(2) Results in a confidence level of “High” in the resulting score.

“Medium Assessment” means an assessment conducted by the Government that—

(1) Consists of—

(i) A review of a contractor’s Basic Assessment;

(ii) A thorough document review; and

(iii) Discussions with the contractor to obtain additional information or clarification, as needed; and

(2) Results in a confidence level of “Medium” in the resulting score.

(b) Applicability. This clause applies to covered contractor information systems that are required to comply…