75A50122Q00014 - Posted.pdf

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

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

OFFEROR

CODE 16. ADMINISTERED BYCODE

X

X

X

561439

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED ORASPR-BARDA

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

07/15/2022 1400 ET

06/30/2022

CONSTANCE PETITJEAN

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

75A50122Q00014

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 68 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

Washington DC 20201 Room 640-G 200 Independence Ave., S.W.

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$16.50

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

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULEX

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

ASPR-BARDA

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

Period of Performance: 07/25/2022 to 07/24/2023

1 Document Pick-up, Storage, Scanning (Digitizing) and Destruction Services

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

HEREIN, IS ACCEPTED AS TO ITEMS:

X

XX

DATED

CONSTANCE D. PETITJEAN

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

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

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

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

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

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

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

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

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

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

68 2 of

II. SF 1449 CONTINUATION

BACKGROUND

The Department of Health and Human Services (DHHS), Office of the Assistant Secretary for Preparedness and Response (ASPR), Biomedical Advanced Research and Development Authority (BARDA), Department of Contract Management and Acquisitions (CMA) has a need for Document Pick-up, Storage, Scanning and Destruction Services.

DESCRIPTION OF SERVICES

Document Pick-up, Storage, Scanning (Digitizing) and Destruction Services. The contractor shall be responsible for providing all necessary supervision, labor, equipment, and materials to pick up file boxes from the pickup location, transport the files safely to the contractor’s storage facility, scan (digitize) the documents, return a digital copy to CMA, and destroy the file after acceptance of electronic documents by CMA.

PICK-UP LOCATION:

Thomas P. O’Neill House Office Building, 200 C street SW, Washington, DC 20515. Scanning will be done at contractor’s location.

PLACE OF PERFORMANCE:

Scanning will be performed at the Contractor’s location. Document scanning (digitizing) can occur according to an agreed upon schedule stated in individual task orders.

Task Order periods of performance will be specified in each task order.

GENERAL

1. This is an Indefinite-Delivery/Indefinite-Quantity (IDIQ) contract utilizing Firm-Fixed-Price Task Order in accordance with Federal Acquisition Regulation (FAR) Part 16.

2. Contract Ceiling: The maximum value of the contract will not exceed $650,000.00 over the life of the contract. The contract ceiling is the Government’s most optimistic scenario with respect to monetary appropriations and current and future requirements.

3. Contract Minimums: The minimum guaranteed order for this contract is one or more Task Orders valued $2,500 for the life of the contract.

4. Payment: Task Orders shall be issued with an estimated value. This value is the funding ceiling. The contractor shall only invoice for the actual services performed based on the fixed-per-unit cost in this contract. When the Contractor reaches 80% of the estimated value, they shall notify the Contracting Officer. At no time, shall the Contractor exceed the estimated value of the task order. The Contractor proceeds past the estimated value at their own risk.

SCOPE OF WORK

The Contractor shall furnish the necessary personnel, materials, and facilities to perform Document Pick-up, Storage, Scanning (Digitizing) and Destruction Services in accordance with the Statement of Work below:

1. Pick-Up, Inventory, Transportation: The Contractor shall

Pick-up documents in their original state (stapled, bound, rolled, in a notebook, etc.)

Perform a joint inventory with the Government of the box number and provide a “Pick-

Up Slip” or other document as proof of pick-up to be signed by both a Contractor representative and the Government representative.

Use a Box Truck (or similar vehicle) that does NOT exceed 12 feet in height. This is due to the confined space of the loading dock, available overhead clearance and turning radius restrictions.

Provide secure loading and transportation to Contractor’s facility.

Provide an inventory of the contract folders (by contract number) by box number within one (1) week of moving the documents to the Contractor’s location.

2. Scanning

a. General: The Contractor shall

Have the appropriate security restrictions for computers/servers/equipment that may be used to scan or store scanned images

Comply with all state and federal regulations pertaining to Source Selection Information (FAR 3.104-4) and Personally Identifiable Information (PII).

The Contractor shall provide a signed Non-disclosure Agreement (Attachment 1) for all personnel having access to or involved in the work on this performance work statement.

b. Document Preparation: The Contractor shall

Perform document inspection and repair o Inspect documents for torn edges, rips in the paper and punched holes that need repair o Repair the edges, rips, and punched holes in such a manner that will not impede scanning.

o Remove staples, paper clips, and rubber bands while maintaining proper order and separation of files Review documents for things such as post-it notes, different paper sizes, and 2-sided copies. Make appropriate adjustments to ensure these items are scanned properly Review documents for tabs, dividers and any other form of page separator that may need to be created electronically or scanned

c. Scanning Order and Instructions – There are three (3) types of files and each box is label with the file type. The contractor shall scan the files in the following order:

(1) Current – documents shall be scanned by individual documents

(2) Contracts with POP end after 2018 – documents can be bulk-scanned by contract file section

(3) Contracts with POP end prior to 2018 – documents can be bulk scanned.

d. Scanning Instructions

Scan all documents with at least a resolution of 300 DPI File Type: Single or Multi Page – PDF Images must be oriented correctly for viewing Enhance any “low quality” images that are determined by the Contractor, to have enough quality to produce a readable digital image Add an image stating “Poor Quality Original” to any image that contains unreadable text or graphics. This stamp is only to be used after two (2) scan attempts to improve quality and is not to be used as a substitute for thorough and accurate scanning. Any documents with unreadable text or images shall be labeled with the contract number and returned to the Government with the next hard drive shipment.

All documents are to be scanned in the same order they exist in paper form Image Clean-Up: the scanned documents should be de-skewed and de-speckled, blank pages and black borders removed and background suppression where the image will be enhanced by such process

Optical Character Recognition (OCR) all content with guarantee of 99.5% accuracy on images

Images are of the same or better quality than the original All images are accurately labeled

e. File Naming

All files names shall begin with the contract or solicitation number (e.g., HHSO100200900018C or RFP-15-100-SOL-00003 etc.)

There will be a multitude of documents for each contract/solicitation number and documentation for the same contract may be in several different file boxes. The contractor shall develop a way to name the documents so as each document of a contract has a unique name that will not be repeated throughout the entire scanning process.

f. Quality Assurance: The Contractor shall develop a quality assurance plan to ensure that the scanned image can be (or allows for):

Read from beginning to end Scrolled through from beginning to end (up and down)

Searched The extraction of data (cut and/or copied into another file) The insertion and appending of other pages (with successful save) Pages can be deleted (with successful save) Allows the document and/or pages to be printed successfully with readable text

g. Delivery of Images. The Contractor shall

Delivered images shall be in a PDF format including OCR text.

Documents should require no post processing by CMA other than the importing of the data.

Deliver images on an encrypted hard drive provided by the Government Deliver images in agreed upon format and within agreed upon timelines.

Provide report of documents scanned at the time of delivery of hard drive

3. Storage: The Contractor shall

Store the files in a secure, climate-controlled location that complies with National Archives and Records Administration (NARA) requirements/regulations

Access to files shall be limited to personnel involved in the scanning project The Government must have access to all documents upon request, with a hard copy or electronic file provided within 48 hours.

4. Destruction: The Contractor shall

Not retain any copies (electronic or otherwise) of any digitized documents accepted by the Government

Provide a Statement of Destruction that at a minimum contains:

o A unique serialized transaction number that can be used as an audit trail o Acceptance of fiduciary responsibility whereby the company’s agent accepts responsibility and agrees that all materials accepted are considered confidential and are to be treated as such o The date the information was collected and the date the information ceased to exist in paper format o The location of the destruction of the documents o The name of a witness to the destruction process

Contractor must have National Association of Information Destruction (NAID) AAA Certification or similar certification

5. DELIVERABLES:

a. IDIQ Deliverables

Deliverable Reference Due Format

Service Contract Reporting Requirements (for task orders that exceed $500K)

52.204-15 Annually by Oct 31 or at the end of the task order Period of performance

Submitted via internet at www.sam.gov

Non-Disclosure Agreements for all personnel working on contract/task orders

Para 2a At start of contract or as new personnel are added

Electronic PDF

b. Task Order Deliverables – will be specified in each task order

6. GOVERNMENT FURNISHED PROPERTY

The Government may furnish hard drives for each task order. The Government reserves the right to use other data delivery methods (i.e. Cloud). All Government property will be specified in the individual task orders.

7. CONTRACT ADMINISTRATION

a. Contract Administration - Contractor

The contractor's office, which will supervise and administer the resulting contract, is as follows:

TBD

b. Contract Administration - Government

Administration of this contract shall be performed by:

HHS/ASPR/BARDA/CMA

Thomas P. O’Neill House Office Building 200 C. Street SW Washington, DC 20515

POC: Connie Petitjean Phone: 202-697-1900 Email: constance.petitjean@hhs.gov

c. Payment Schedule

Payment schedules shall be address in individual task orders.

d. Invoicing (Invoice Submission)

1. Electronic Invoicing and Payment Requirements – Invoice Processing Platform (IPP) mailto:constance.petitjean@hhs.gov

All Invoice submissions for goods or services delivered to facilitate payments must be made electronically through the U.S. Department of Treasury’s Invoice Processing Platform System (IPP).

Invoice Submission for Payment means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or the clause 52.212-4 Contract Terms and Conditions – Commercial Items included in commercial item contracts. The IPP website address is https://www.ipp.gov.

The Agency will enroll the Contractors new to IPP. The Contractor must follow the IPP registration email instructions for enrollment to register the Collector Account for submitting invoice requests for payment. The Contractor Government Business Point of Contact (as listed in SAM) will receive Registration email from the Federal Reserve Bank of St. Louis (FRBSTL) within 3 – 5 business days of the contract award for new contracts or date of modification for existing contracts.

o Registration emails are sent via email from ipp.noreply@mail.eroc.twai.gov.

Contractor assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email to IPPCustomerSupport@fiscal.treasury.gov or phone (866) 973-3131.

o The Contractor POC will receive two emails from IPP Customer Support.

The first email contains the initial administrative IPP User ID. The second email, sent within 24 hours of receipt of the first email, contains a temporary password. You must log in with the temporary password within 30 days.

If your company is already registered to use IPP, you will not be required to re-register.

If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment as authorized by HHSAR 332.7002, a written request must be submitted to the Contracting Officer to explain the circumstances that require the authorization of alternate payment procedures.

Additional Office of the Assistant Secretary for Preparedness and Response (ASPR) requirements:

(i) The contractor shall submit monthly invoices under this contract unless otherwise agreed upon by all parties. For indefinite delivery and blanket purchase agreement vehicles, separate invoices must be submitted for each order.

(ii) Invoices must break-out price/cost by contract line item number (CLIN) as specified in the pricing section of the contract.

(iii) Invoices must include the Unique Entity ID (UEI) (which replaced the Dun & Bradstreet Number (DUNS) on April 4, 2022) of the Contractor.

(iv) Invoices that include time and materials or labor hours CLINS must include supporting documentation to (10 substantiate the number of labor hours invoiced for each labor category, and (2) substantiate material costs incurred (when applicable).

https://www.ipp.gov/ mailto:ipp.noreply@mail.eroc.twai.gov mailto:IPPCustomerSupport@fiscal.treasury.gov

(v) Invoices that include cost-reimbursement CLINs must be submitted in a format showing expenditures for that month, as well as contract cumulative amounts. At a minimum the following cost information shall be included in addition to supporting documentation to substantiate costs incurred.

Direct Labor – include all persons, listing the person’s name, title, number of hours worked, hourly rate, the total cost per person and a total amount for this category;

Indirect Costs (i.e., Fringe Benefits, Overhead, General and Administrative, Other Indirects) – show rate, base and total amount;

Consultants (if applicable) – include the name, number of days or hours worked, daily or hourly rate, and a total amount per consultant.

Travel – include for each airplane or train trip taken the name of the traveler, date of travel, destination, the transportation costs including ground transportation shown separately and the per diem costs. Other travel costs shall also be listed;

Subcontractors (if applicable) – include, for each subcontractor, the same data as required for the prime Contractor;

Other Direct Costs – include a listing of all other direct charges to the contract, i.e., office supplies, telephone, duplication, postage; and

Fee – amount as allowable in accordance with the Schedule and FAR 52.216-8 if applicable.

8. SPECIAL CONTRACT REQUIREMENTS

a. Work by the Government - The Government reserves the right to undertake performance by Government forces, for the same type or similar work as contracted herein, as the Government deems necessary or desirable, and to do so will not breach or otherwise violate this contract.

b. Supervision of Contractor Employees:

Supervision of contractor employees is the responsibility of the contractor. The contractor’s employees shall, at all times, be under the supervision of the contractor and not Government personnel. The Government will not supervisor or otherwise direct contractor employees.

c. Performance Evaluation:

This contract is subject to a performance evaluation. Following the end of each task order period (or annually, whichever is less) and at the completion of the IDIQ, a Government evaluation shall be forwarded to the Contractor via the website Contractor Performance Assessment Reporting System (CPARS) at https://cpars.gov. The Contractor may submit written comments, if any, within the time period specified in the evaluation transmittal. The Contractor’s comments shall be considered in the issuance of the final evaluation document. The final evaluati8on of the Contractor’s performance is the decision of the Contracting Officer.

d. Non-Payment for Additional Work:

https://cpars.gov/

Any additional services or change to work specified which may be performed by the Contractor, either at their own volition or at the request of an individual other than a duly appointed Contracting Officer, except as explicitly authorized in the contract, will be done at the financial risk of the Contractor. Only a duly appointed Contracting Officer is authorized to bind the Government to a change in the specifications, terms, and conditions of this contract.

e. Task Order Process

A Task Order specifies and authorizes work to be accomplished by the Contractor to satisfy Government task requirements. The Task Order process is described in detail in Section H.

Task orders issued under this contract will not be by synopsized or competed. Task Orders will be priced no higher than the negotiated rates applicable to the schedule rates.

1. Authority to Place Task Orders - All BARDA CMA Contracting Officers are authorized to place orders against this contract.

2. Ordering Services - A BARDA CMA Contracting Officer/Contract specialist will contact the Contractor and provide sufficient detail to permit an accurate estimation of cost, resources and completion date by the Contractor. The Government intends for each contact to result in a Task Order; however, there is no guarantee that a Task Order will be issued in every case.

3. Task Order Issuance

(a) The Government will issue a Task Order authorizing the Contractor to proceed based upon the task order requirements.

(b) No work will be performed and no payment will be made except as authorized by the Task Order.

(c) A firm deliverable/performance schedule will be established as part of the Task Order.

III. CONTRACT CLAUSES

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

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

https://www.acquisition.gov/far https://www.acquisition.gov/hhsar

(End of clause)

FEDERAL ACQUISITION REGULATION (FAR) CLAUSES INCORPORATED BY

REFERENCE:

The following FAR Clauses are incorporated by reference:

Clause Clause Title Clause Date 52.203-16 Preventing Personal Conflicts of Interest Dec 2011 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content

Paper May 2011

52.204-13 System for Award Management Maintenance Oct 2018 52.204-19 Incorporation by Reference of Representations and Certifications Dec 2014 52.223-5 Pollution Prevention and Right to Know Information May 2011 52.232-18 Availability of Funds Apr 1984 52.232-19 Availability of Funds for the Next Fiscal Year Apr 1984 52.232-39 Unenforceability of Unauthorized Obligations Jun 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors Nov 2021

52.237-2 Protection of Government Buildings, Equipment and Vegetation Jan 1991

FEDERAL ACQUISITION REGULATION (FAR) CLAUSES INCORPORATED IN

FULL TEXT:

The following FAR Clauses are incorporated in full text:

52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS. (NOV

2021)

(a) Definitions. As used in this clause—

Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or https://www.acquisition.gov/far https://www.acquisition.gov/hhsar service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information ( 44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract

Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

(x) Monitor, control, and protect organizational communications

(i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial products or commercial services, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of clause)

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

SERVICES. (NOV 2021)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. 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;

https://www.acquisition.gov/far/part-52#FAR_52_233_1 https://www.acquisition.gov/far/part-52#FAR_52_202_1

(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.

https://www.acquisition.gov/far/part-52#FAR_52_232_33 https://www.acquisition.gov/far/part-52#FAR_52_232_34 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

(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 https://www.acquisition.gov/far/part-52#FAR_52_212_5 https://www.acquisition.gov/far/part-33#FAR_33_211 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 https://www.acquisition.gov/far/part-32#FAR_32_607_2 https://www.acquisition.gov/far/part-32#FAR_32_608_2 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. 2409 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.

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(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.

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(End of clause)

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

EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES. (MAY 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) 52.233-3, Protest After Award (AUG 1996) ( 31 U.S.C. 3553).

(6) 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.]

X (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. 2402).

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

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and

Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

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X (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].

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

X (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

X (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).

X (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 (SEP 2021) ( 15 U.S.C. 657a).

__ (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (SEP 2021) (if the offeror elects to waive the preference, it shall so indicate in its offer) ( 15 U.S.C. 657a).

__ (13) [Reserved]

X (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.

X (16) 52.219-8, Utilization of Small Business Concerns (OCT

2018) ( 15 U.S.C. 637(d)(2) and (3)).

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__ (17) (i) 52.219-9, Small Business Subcontracting Plan (NOV 2021) ( 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.

X (19) 52.219-14, Limitations on Subcontracting (SEP 2021) ( 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 (SEP 2021) ( 15 U.S.C. 657f).

X (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (SEP

2021) ( 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 (SEP 2021) ( 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 (SEP 2021) ( 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 (JAN 2022) (E.O.13126).

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