70RWMD23R00000016 RFP for Open Access 24Aug2023_FE.pdf

Request for Proposal # 70RWMD23R00000016

U.S. Department of Homeland Security Washington, DC 20528

SUBJECT: 70RWMD23R00000016 Combined Solicitation/Synopsis

REQUEST FOR COST PROPOSAL FOR AMERICAN NATIONAL STANDARDS

INSTITUTE (ANSI) N42 RADIATION/NUCLEAR STANDARDS FOR THE

DEPARTMENT OF HOMELAND SECURITY (DHS) CWMD

This is a combined synopsis/solicitation for commercial items and services prepared in accordance with FAR Subpart 12.6, as well as the supplemental information included in this notice. This announcement constitutes the solicitation; Proposals are being requested. The solicitation 70RWMD23R00000016 is being issued as a Request for Proposal (RFP).

This RFP is to acquire online/internet delivery of American National Standards Institute (ANSI) N42 radiation/nuclear standards, via an efficient download and distribution platform for the Department of Homeland Security (DHS) Countering Weapons of Mass Destruction (CWMD) Office in accordance with the RFP Section III - Statement of Work (SOW). This notice and the incorporated provisions and clauses are those found on FAR | Acquisition.GOV

The NAICS code for this RFP is 813920, Professional Organizations. DHS is anticipating a Firm Fixed Price (FFP) contract.

The provisions of FAR Clauses 52.212-1 through 52.212-5 apply to this procurement. For the exact text and wording of clauses and provisions, please see FAR | Acquisition.GOV

Offerors must submit representations and certifications in accordance with the provision at FAR 52.212-3 Offeror Representations and Certifications— Commercial Products and Commercial Services. Offerors must be registered in the System for Award Management at http://www.sam.gov , in order to be considered for award.

This solicitation is issued on an unrestricted basis.

Responses will be due by Friday, September 8, 2023 at 12:00 PM, Eastern Time (ET).

Your response should be forwarded electronically to the contract Contracting Officer with a courtesy copy to the Contract Specialist no later than the date specified above. When responding, please include in the subject line: “RFP 70RWMD23R00000016 - AMERICAN NATIONAL

STANDARDS INSTITUTE (ANSI) N42 RADIATION/NUCLEAR STANDARDS”

Any questions must be submitted by before or by Wednesday, August 30, 2023 at 2:00 PM, Eastern Time (ET), via email to the Contracting Officer and Contract Specialist at Stephen.whittaker@hq.dhs.gov and sara.toni@hq.dhs.gov.

https://www.acquisition.gov/browse/index/far https://www.acquisition.gov/browse/index/far http://www.sam.gov/ mailto:Stephen.whittaker@hq.dhs.gov mailto:sara.toni@hq.dhs.gov

Request for Proposal # 70RWMD23R0000016

Table of Contents I. Instructions To Offerors

II. Evaluation Factors for Award

III. Statement of Work

IV. Clauses and Provisions

V. Attachments

I. INSTRUCTIONS TO OFFERORS

1 INTRODUCTION

All Proposals shall be received by date listed on the RFP’s - Cover Page. Proposals shall be submitted via email to the Contracting Officer: S. Andrew Whittaker at stephen.whittaker@hq.dhs.gov and Contract Specialist: Sara Toni at sara.toni@hq.dhs.gov.

2 GENERAL PROPOSAL PREPARATION INSTRUCTIONS

The Proposal shall clearly demonstrate the Offeror's understanding of the overall and specific requirements of the Statement of Work (SOW) and convey the Offeror’s capabilities for transforming their understanding into accomplishments for performing the requirements.

Information requested herein shall be furnished in writing fully and completely in compliance with instructions. The information requested and the manner of submittal is essential to permit prompt evaluation of all Proposals on a fair and uniform basis. Simple statements of compliance (i.e., “understood”; “will comply”) without the detailed description of how compliance will be met may not be considered sufficient evidence that the proposed services can technically meet the requirements of this RFP. Accordingly, any Proposal in which material information requested is not furnished, or where indirect or incomplete answers or information are provided may be considered not acceptable for evaluation, or may result in an unacceptable rating.

Offerors must submit proposals no later than the deadline set forth in document.

Proposals shall remain valid from the date of submission for at least six (6) months.

See FAR Clause 52.212-1 Instructions to Offerors—Commercial Products and Commercial Services.

3 PROPOSAL PREPARATION COSTS

The Government will not pay any costs incurred by any Offeror in the preparation and submission of a Proposal in response to this RFP.

4 PROSPECTIVE OFFEROR’S QUESTIONS

Questions concerning this RFP shall be received via email to the Contracting Officer: S.

Andrew Whittaker at stephen.whittaker@hq.dhs.gov and Contract Specialist: Sara Toni at sara.toni@hq.dhs.gov.

Any requests for additional information or explanations concerning this document shall be received no later than the date listed on the RFP’s - Cover Page. Answers to questions will be provided to all prospective Offerors, giving regard to the proper protection of proprietary information. In order to receive responses to questions, Offerors shall cite the section, paragraph, number, and page number. Statements expressing opinions, sentiments, or conjectures are not considered valid inquires or comments for this purpose and will not receive mailto:stephen.whittaker@hq.dhs.gov mailto:sara.toni@hq.dhs.gov mailto:stephen.whittaker@hq.dhs.gov mailto:sara.toni@hq.dhs.gov a response from DHS. Further, Offerors are reminded that the DHS will not address hypothetical questions aimed toward receiving a potential “evaluation decision” from DHS.

When submitting questions and comments, please refer to the specific text of the RFP in the following format:

Subject: RFP No. 70RWMD23R0000016 Reference: RFP Section ___, Paragraph(s) ___, Page(s) ___.

All questions will be answered via an amendment and provided to all Offerors. DHS will not attribute the questions to the submitting Offeror.

5 PROPOSAL CONTENT AND SUBMISSION INSTRUCTIONS

Technical Proposal Responses must address each of the technical requirements outlined in Section III – Statement of Work, titled “Open Access to Consensus Standards”.

Pricing Proposal The Offeror shall prepare a Price Proposal that contains all information necessary to evaluate the prices proposed by the Offeror. If the service is not available, the Offeror shall not provide pricing for the service. Proposals must include pricing for each of the specified quantities of ANSI N42 Radiation Detection Standards in accordance with RFP Attachment 1 – Pricing Template/Schedule. The Price Proposal shall consist of firm fixed price. There are NO page limitations for the price Proposal and supporting narrative information. Offerors shall follow the Pricing Template at Section V Attachment - Attachment 1 – Pricing Template/Schedule for purposes of submitting pricing data. Offerors are required to use the information contained in the pricing tables to populate the pricing models. Any discrepancies between the pricing contained in the table may result in removal of the Offerors Proposal from consideration for award.

All price proposals must include the following information: Unique Entity Identifier (UEI) number; Northern American Industrial Classification System (NAICS) Code; Business Size;

Contact Name; Contact Email Address; Contact Telephone Number; Complete Business Mailing Address. Each Offeror shall submit Pricing as a separate document that shall include the format shown in Attachment 1 – Pricing Template/Schedule.

II. EVALUATION FACTORS FOR AWARD

1 BASIS FOR AWARD

The basis for award will be Lowest Price Technically Acceptable, in accordance with both FAR 15.101-2 Lowest price technically acceptable source selection process and FAR Clause 52.212-2 Evaluation – Commercial Products and Services. The evaluation will be conducted, and selection will be made in accordance with the guidelines provided in the Federal Acquisition Regulation (FAR), Homeland Security Acquisition Regulation (HSAR), Homeland Security Acquisition Manual (HSAM), and this RFP. Offerors will be evaluated based on their adherence to the requirements set forth in Section III – Statement of Work, titled “Open Access to Consensus Standards”.

2 EVALUATION CRITERA

It is the intent of the government to award a single Firm Fixed Price contract from this solicitation. All interested parties must price all items. Award will be made to the lowest price technically acceptable, responsible contractor. To be technically acceptable, the items being priced must meet or exceed the salient characteristics listed in the SOW.

Please Note: The government will rank all prices (from lowest to highest) by total proposed price. The lowest total priced proposal will be evaluated for technical acceptability and fair and reasonable price. If the lowest priced proposal is technically acceptable and price is fair and reasonable, then the government reserves the right to make award without a technical or price review of any other proposals. If the lowest priced proposed is not technically acceptable, then the government will repeat this process with the next lowest priced proposal until a technically acceptable proposal is evaluated and chosen for award. DHS will perform both a technical and price evaluation will evaluate competitive proposals and then assess their relative qualities solely on the factors specified in the solicitation, herein.

LPTA ratings for technical capability are as follows:

Rating Description Acceptable Proposal clearly meets the requirements of the solicitation.

Unacceptable Proposal does not clearly meet the requirements of the solicitation.

3 AWARD ON INITIAL PROPOSALS

The Government plans to award this effort without discussions. The CO reserves the right to hold exchanges with Offerors based on the content of their individual Proposals.

Accordingly, each initial Proposal should be submitted on the most favorable price and technical terms that the Offeror can submit to the Government.

A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer’s specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

4 EVALUATION FACTORS

The basis of award will be lowest priced technically acceptable (LPTA).

The following factors will be evaluated:

a. Price

b. Technical Capability

Factor 1: Technical Capability

The Proposal shall meet all technical requirements stated in Section III – Statement of Work, titled “Open Access to Consensus Standards”, of this RFP or will be deemed technically unacceptable.

Factor 2: Price

There are NO page limitations for the price Proposal and supporting narrative information.

Price will be evaluated with respect to completeness and reasonableness based on information submitted in the Offeror’s price Proposal.

The Government’s price evaluation will consist of:

Completeness. The offeror’s prices for the base period of 12-months. This process involves verification that estimated costs are included for all solicitation requirements, figures are correctly calculated, and costs are presented in an appropriate format.

Reasonableness. The Offeror’s estimated cost will be reviewed to determine if they are reasonable for the work to be performed and reflect a clear understanding of the objectives.

Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

Each Offeror shall submit Pricing via the Section V Attachment - Attachment 1 – Pricing Template/Schedule. Each price proposal will be analyzed. The Government’s price analysis will assess the accuracy, completeness, and reasonableness. This process involves verification that prices are included for all RFP requirements, figures are correctly calculated, and prices are presented in an adequate format.

III. STATEMENT OF WORK

Statement of Work for Open Access to Consensus Standards

Countering Weapon of Mass Destruction Office

U.S. Department of Homeland Security Systems Support Directorate

1 Background

The mission of the Department of Homeland Security (DHS) Countering Weapons of Mass Destruction (CWMD) Office is to counter the rising danger from terrorist groups and rogue nation states who could use chemical, biological, radiological, and nuclear agents to harm Americans. The CWMD Office delivers the resources, tools, and policies that operators need in order to be more effective at carrying out the mission. One valuable resource that the CWMD Office provides to the preventive radiological/nuclear detection community in support of efforts to combat nuclear terrorism is open internet access to radiological/nuclear detection system standards.

2 Scope of Work and Specific Deliverables

General Description of Work

Distribution

The Offeror shall provide for the online delivery of CWMD defined consensus standards via an efficient download and distribution platform.

Normally, this includes PDF for download and printing.

Open Access Online Library The Offeror shall provide for the maintenance and updating of the online standards library in support the public access activity. The library/site will capture identities of the type of user and require acceptance of the terms and conditions of use before access is permitted.

Reports The Offeror shall generate and provide monthly report to the DHS CWMD Office on the user types and frequency of downloads for the listed standards.

Specific Details:

The Offeror shall provide unlimited public access for up to 11 consensus standards, as follows:

ANSI N42.32-2016 American National Standard Performance Criteria for Alarming Personal Radiation Detectors for Homeland Security

ANSI N42.33-2019 American National Standard for Portable Radiation Detection Instrumentation for Homeland Security

ANSI N42.34 – 2021 American National Standard Performance Criteria for Hand-held Instruments for the Detection and Identification for Radionuclides

ANSI N42.35-2016 American National Standard for Evaluation and Performance of Radiation Detection Portal Monitors

ANSI N42.37-2016 American National Standard for Training Requirements for Homeland Security Purposes Using Radiation Detection Instrumentation for Interdiction and Prevention

ANSI N42.38 -2015 American National Standard Performance Criteria for Spectroscopy-Based Portal Monitors Used for Homeland Security

ANSI N42.41-2021 American National Standard Minimum Performance Criteria for Active Interrogation Systems Used for Homeland Security

ANSI N42.42 2020 American National Standard Data Format Standard for Radiation Detectors Used for Homeland Security

ANSI N42.43 - 2021 American National Standard Performance Criteria for Mobile and Transportable Radiation Monitors Used for Homeland Security

ANSI N42.48 - 2018 American National Standard Performance Requirements for Spectroscopic Personal Radiation Detectors (SPRDs) for Homeland Security

ANSI N42.53-2021 American National Standard Performance Criteria for Backpack-Based Radiation-Detection Systems Used for Homeland Security

CWMD may submit requests for additional newly approved and published consensus standards beyond those listed in this SOW.

The offeror shall provide access to the requested standards under the following conditions:

Such access shall be on a “flat rate” basis at the published per standard rate per year.

Cost of access will be on a pro-rated contract year basis (e.g., if access is provided for half the contract year, the cost will be 50% of the per-standard charge).

The Offeror shall list the standards on a web site and shall update and maintain the library/site as required to provide open access.

The Offeror will not require any website membership as a condition of access to the standards.

The Offeror shall give attribution to the DHS so that the users will know that the standards are being provided through a funded source and not for "free".

Table 1 - Deliverables

Task Task Description Key Milestones and Deliverables

A.3

The Offeror shall generate and provide a monthly report back to the DHSCWMD Office on the user types and frequency of downloads for the listed standards.

Each month for the period of performance starting the end of the first month of the contract.

Other Contract Details

A. Place(s) of Performance: For the purposes of the terms and conditions of this contract, the work described in the SOW shall be performed at the Offeror’s facility.

B. Period of Performance: For the purposes of the terms and conditions of this contract, the period of performance is for one base year and four one year option years.

C. Funding Requirements

1. The contract will be fully funded for the specified quantity of standard titles offered for public access.

2. The Government reserves the right to request changes to the quantity of requested standards in this contract which may be made only by written agreement of the parties.

3. Options: Funding will be provided for each option period for the specified quantity of standards, if the Government chooses to exercise that option period.

D. DHS Furnished Information and Property: Not Applicable

E. Special Requirements: None

F. Applicable Documents: None

IV. CLAUSES AND PROVISIONS

D.1 Marking Shipping documents, containers, reports, correspondence, and packages shall be marked with the following information:

a. Contract Number: TBD at time of Award

D.2 Packaging All deliverables called for shall be packed and shipped in accordance with the best commercial practices, in a manner that shall afford adequate protection against physical and environmental deterioration and damage during shipment.

E.1 Acceptance Acceptance of all deliverables and services will be made by the Contracting Officer’s Representative (COR) identified in Section G.3, Contract Administration Data – COR as follows:

The COR will review draft and final deliverables, to ensure accuracy, functionality, completeness, professional quality, and overall compliance within the guidelines/requirements of the contract and will inform the Contractor of its acceptability.

The Contractor shall ensure the accuracy and completeness of all deliverables, in accordance with referenced policy, regulations, laws, and directives. Reports and presentations shall be concise and clearly written. Errors, misleading or unclear statements, incomplete or irrelevant information, and/or excessive rhetoric, repetition, and “padding”, or excessive length if a page limit is imposed, shall be considered deficiencies and will be subject to correction by the Contractor at no additional cost to the Government. Unless otherwise indicated, the Government will require twenty (20) business days to review and comment on deliverables.

If deliverable does not meet requirements, the Government has the right to return deliverables for revisions, per FAR 52.212-4.

F.1 Period of Performance CLIN 0001 Base Period: 12 Months CLIN 1001 Option Period 1: 12 Months CLIN 2001 Option Period 2: 12 Months CLIN 3001 Option Period 3: 12 Months CLIN 4001 Option Period 4: 12 Months

F.2 Place of Performance The Contractor shall perform work at Contractor facilities.

F.3 Deliverables Deliverables shall be in accordance with the requirements contained in the Statement of Work.

H.1 COMPLIANCE ASSURANCE PROGRAM OFFICE AND EXPORT CONTROLS

GROUP TERMS AND CONDITIONS

The Compliance Assurance Program Office (CAPO) is comprised of the DHS Treaty Compliance Group (TCG), Export Control Group (ECG), and the DHS Regulatory Compliance Group (RCG). The Under Secretary of Science and Technology (USST) is the DHS official responsible for the various portfolios under CAPO’s purview and for implementing procedures to ensure that the Recipient and any Recipient institutions/collaborators under this Award comply with international treaties, federal regulations, and DHS policies for Arms Control Agreements, Biosafety, Select Agent and Toxin Security, Animal Care and Use, the Protection of Human Subjects in Research, Life Sciences Dual Use Research of Concern, and Export Controls.

CAPO collects and reviews relevant documentation pertaining to this Award on behalf of the USST. Additional guidance regarding the review process is provided in the following sections, along with contact information. This guidance applies to the Recipient and any/all Recipient institutions involved in the performance of work under this Award. The Recipient is responsible for ensuring that any/all Recipient institutions and collaborators comply with all requirements and submit relevant documentation, as outlined in section F below, for work being performed under this Award.

F. COMPLIANCE WITH U.S. EXPORT CONTROLS

Activities performed by the Recipient and any Recipient institution under this Award may or may not be subject to U.S. export control regulations. The Recipient and any Recipient institution shall conduct all such activities, to include any and all DHS-funded research and development, acquisitions, and collaborations in full compliance with all U.S. export controls—to include but not limited to the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and the Office of Foreign Assets Control (OFAC) Regulations. The Recipient and any Recipient institution will ensure that all legal requirements for compliance with U.S. export controls are met prior to transferring commodities, technologies, technical data, or other controlled information to a non-U.S.

person or entity. Upon DHS request, the Recipient and any Recipient institution must provide to the Export Controls Group (ECG) documentation and any other information necessary to determine satisfaction of this requirement.

All documentation, as well as any questions or concerns regarding export controls, should be submitted to the ECG at exportcontrols@hq.dhs.gov.

mailto:exportcontrols@hq.dhs.gov

The following FAR clauses (and provisions) are incorporated by reference and may be found at www.aquisition.gov

52.201-1 DEFINITIONS (NOV 2013)

52.203-3 GRATUITIES (APR 1984)

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT

ALTERNATE I (NOV 2021)

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER

RIGHTS (APR 2014)

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER

CONTENT PAPER (MAY 2011)

52.204-6 UNIQUE ENTITY IDENTIFIER (OCT 2016)

52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018)

52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (DEC 2022)

52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (AUG

2020)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND

CERTIFICATIONS (DEC 2014)

52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION

SYSTEMS.

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

SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND

OTHER COVERED ENTITIES (NOV 2021)

52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT (NOV 2021)

52.204-26 COVERED TELECOMMUNICATIONS EQUIPMENT OR SERVICES-

REPRESENTATION (OCT 2020)

52.207-2 NOTICE OF STREAMLINED COMPETITION (MAY 2006)

52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (AUG 2020)

52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES.

52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES.

52.214-4 FALSE STATEMENTS IN BIDS (APR 1984)

52.214-12 PREPARATION OF BIDS (APR 1984)

52.215-20 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA OR

INFORMATION OTHER THAN CERTIFIED COST OR PRICING DATA

(NOV 2021)

52.217-5 EVALUATION OF OPTIONS (JULY 1990)

52.222-38 COMPLIANCE WITH VETERANS' EMPLOYMENT REPORTING

REQUIREMENTS (FEB 2016)

52.242-15 STOP-WORK ORDER (AUG 1989)

52.243-7 NOTIFICATION OF CHANGES (JAN 2017)

52.246-4 INSPECTION OF SERVICES-FIXED-PRICE (AUG 1996)

52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)

52.246-25 LIMITATION OF LIABILITY--SERVICES (FEB 1997)

52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-

PRICE) (APR 2012)

52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (APR 1984)

The following FAR clauses (and provisions) are incorporated in full text:

52.212-2 EVALUATION - COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers:

a. Price

b. Technical Capability

The award will be made on the basis of the lowest evaluated price of proposals meeting or exceeding the acceptability standards for non-cost factors.

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s)

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of provision)

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)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (DEC 2022)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Nov 2021) (Section 1634 of Pub. L.

115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

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

(7) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).

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

[Contracting Officer check as appropriate.] _________ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

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

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

_________ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109- 282) ( 31 U.S.C. 6101 note).

__ (5) [Reserved].

____X_____ (6) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111- 117, section 743 of Div. C).

_________ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

_________ (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) ( 31 U.S.C. 6101 note).

_________ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) ( 41 U.S.C. 2313).

__ (10) [Reserved].

_________ (11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) ( 15 U.S.C. 657a).

_________ (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) ( 15 U.S.C. 657a).

__ (13) [Reserved] _________ (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) ( 15 U.S.C.

644).

_________ (ii) Alternate I (MAR 2020) of 52.219-6.

_________ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) ( 15 U.S.C.

644).

_________ (ii) Alternate I (MAR 2020) of 52.219-7.

_________ (16) 52.219-8, Utilization of Small Business Concerns (OCT 2022) ( 15 U.S.C.

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

_________ (17) (i) 52.219-9, Small Business Subcontracting Plan (OCT 2022) ( 15 U.S.C.

637(d)(4)).

_________ (ii) Alternate I (NOV 2016) of 52.219-9.

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

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

_________ (v) Alternate IV (SEP 2021) of 52.219-9.

_________ (18)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) ( 15 U.S.C. 644(r)).

_________ (ii) Alternate I (MAR 2020) of 52.219-13.

_________ (19) 52.219-14, Limitations on Subcontracting (OCT 2022) ( 15 U.S.C. 637s).

_________ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) ( 15 U.S.C.

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

_________ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set- Aside (OCT 2022) ( 15 U.S.C.657f).

_________ (22)(i) 52.219-28, Post Award Small Business Program Rerepresentation (OCT 2022) ( 15 U.S.C. 632(a)(2)).

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

_________ (23) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (OCT 2022) ( 15 U.S.C. 637(m)).

_________ (24) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (OCT 2022) ( 15 U.S.C. 637(m)).

_________ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) ( 15 U.S.C. 644(r)).

_________ (26) 52.219-33, Nonmanufacturer Rule (SEP 2021) ( 15U.S.C. 637(a)(17)).

____X_____ (27) 52.222-3, Convict Labor (JUN 2003) (E.O.11755).

_________ (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (DEC 2022) (E.O.13126).

___X______ (29) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

___X______ (30)(i) 52.222-26, Equal Opportunity (SEP 2016) (E.O.11246).

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

___X______ (31)(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) ( 38 U.S.C. 4212).

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

_________ (32)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) ( 29 U.S.C. 793).

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

___X______ (33) 52.222-37, Employment Reports on Veterans (JUN 2020) ( 38 U.S.C. 4212).

_________ (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

_________ (35)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) ( 22 U.S.C.

chapter 78 and E.O. 13627).

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

_________ (36) 52.222-54, Employment Eligibility Verification (MAY 2022) (Executive Order 12989). (Not applicable to theacquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

_________ (37) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA– Designated Items (May 2008) ( 42 U.S.C.6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

_________ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

_________ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

_________ (40)

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

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

_________ (41)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

_________ (ii) Alternate I (Jun2014) of 52.223-14.

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

_________ (43)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

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

___X______ (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O. 13513).

_________ (45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

_________ (46) 52.223-21, Foams (Jun2016) (E.O. 13693).

___X______ (47)(i) 52.224-3 Privacy Training (JAN 2017) (5 U.S.C. 552 a).

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

_________ (48)(i) 52.225-1, Buy American-Supplies (OCT 2022) ( 41 U.S.C. chapter 83).

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

_________ (49)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (DEC 2022) ( 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286, 108- 302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I [Reserved].

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

_________ (iv) Alternate III (JAN 2021) of 52.225-3.

_________ (v) Alternate IV (Oct 2022) of 52.225-3.

_________…