Attach 7_Contract Terms and Conditions.pdf

Attachment 7 SP4500-23-R-0004

ADDITIONAL CONTRACT TERMS AND CONDITIONS This solicitation incorporates one or more clauses/provisions by reference, with the same force and effect as if they were given in full text.

The full text may be accessed electronically at https://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html. Upon request, the Contracting Officer will make their full text available. Incorporated clauses/provisions are those in effect through Federal Acquisition Circular 2022-08, effective 23 September 2022.

CLAUSES THAT APPLY TO THIS ACQUISITION:

DFARS 252.201-7000 Contracting Officer's Representative FAR 52.203-3 Gratuities FAR 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements DFARS 252.203-7000 Requirements Relating to Compensation of Former DoD Officials DFARS 252.203-7003 Agency Office of The Inspector General DFARS 252.203-7020 NISTSP 800-171 DOD Assessment Requirements FAR 52.204-13 System for Award Management Maintenance FAR 52.204-18 Commercial and Government Entity Code Maintenance FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems DFARS 252.204-7009 Limitations on The Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information DFARS 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting DFARS 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support DFARS 252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services DFARS 252.204-7020 NIST SP 800171 DOD Assessment Requirements DLAD Procurement Note H14 Contractor Personnel Security Requirements FAR 52.204-9 Personal Identity Verification of Contractor Personnel DFARS 252.205-7000 Provision of Information to Cooperative Agreement Holders DFARS 252.211-7003 Item Unique Identification and Valuation

FAR 52.212-5 CONTRACT TERMS & CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS - COMMERCIAL

*The following clauses cited under FAR 52.212-5(a) are applicable to this acquisition:

52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment 52.204-26, Covered Telecommunications and Video Surveillance Services or Equipment 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations 52.219-28, Post Award Small Business Re-representation 52.233-3, Protest After Award

52.233-4, Applicable Law for Breach of Contract Claim *The following clauses cited under FAR 52.212-5(b) are applicable to this acquisition:

52.203-6, Restrictions on Subcontractor Sales to the Government, Alternate I 52.203-13, Contractor Code of Business Ethics and Conduct 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters 52.219-6, Notice of Total Small Business Set-Aside (DEVIATION 2019-O0003) 52.219-8, Utilization of Small Business Concerns 52.222-3, Convict Labor 52.222-21, Prohibition of Segregated Facilities 52.222-26, Equal Opportunity 52.222-35, Equal Opportunity for Veterans 52.222-36, Equal Opportunity for Workers with Disabilities 52.222-37, Employment Reports on Veterans 52.222-40, Notification of Employee Rights Under the National Labor Relations Act 52.222-50, Combating Trafficking in Persons 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving 52.225-13, Restrictions on Certain Foreign Purchases 52.229-12 Tax on Certain Foreign Procurements 52.232-33, Payment by Electronic Funds Transfer --System for Award Management 52.232-39, Unenforceability of Unauthorized Obligation (exact text at 52.212-4(u) *The following clauses cited under FAR 52.212-5(c) are applicable to this acquisition:

52.222-41, Service Contract Labor Standards 52.222-42, Statement of Equivalent Rates for Federal Hires 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment 52.222-54, Employment Eligibility Verification 52.222-55, Minimum Wages Under Executive Order 14026 52.222-62, Paid Sick Leave Under Executive Order 13706 FAR 52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data – Modifications, ALT I (End 52.212-5)

FAR 52.219-14 Limitations on Subcontracting (DEVIATION 2020-O0008).

LIMITATIONS ON SUBCONTRACTING (MAR 2020) (DEVIATION 2020-O0008)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Definition. “Similarly situated entity,” as used in this clause, means a first-tier subcontractor, including an independent contractor, that—

(1) Has the same small business program status as that which qualified the prime contractor for the award (e.g., for a small business set-aside contract, any small business concern, without regard to its socioeconomic status); and

(2) Is considered small for the size standard under the North American Industry Classification System (NAICS) code the prime contractor assigned to the subcontract.

(c) Applicability. This clause applies only to—

(1) Contracts that have been set aside for small business concerns or 8(a) participants;

(2) Part or parts of a multiple-award contract that have been set aside for small business concerns or 8(a) participants;

(3) Contracts that have been awarded on a sole-source basis in accordance with subpart

19.8;

(4) Orders set aside for small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F), if the order amount is expected to exceed the simplified acquisition threshold;

(5) Orders competed among 8(a) participants in accordance with subpart 19.8 under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F), regardless of dollar value;

(6) Contracts using the HUBZone price evaluation preference to award to a HUBZone small business concern unless the concern waived the evaluation preference; and

(7) Orders issued directly to small business concerns or 8(a) participants under multiple-award contracts as described in 19.504(c)(1)(ii).

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees that in performance of a contract assigned a NAICS code for—

(1) Services (except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract. Other direct costs are excluded to the extent they are not the principal purpose of the contract and cannot be obtained from small business concerns;

(2) Supplies (other than procurement from a nonmanufacturer of such supplies), it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent limitation shall apply only to the supply portion of the contract;

(3) General construction, it will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the prime contractor’s 85 percent subcontract amount that cannot be exceeded; or

(4) Construction by special trade contractors, it will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the prime contractor’s 75 percent subcontract amount that cannot be exceeded.

(f) A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (e) of this clause will be performed by the aggregate of the joint venture participants.

(g) The Contractor shall comply with the limitations on subcontracting as follows:

(1) For contracts, in accordance with paragraphs (c)(1) and (2) of this clause—

X By the end of the base term of the contract and then by the end of each subsequent option period; or __ By the end of the performance period for each order issued under the contract.

(2) For orders, in accordance with paragraphs (c)(3) and (4) of this clause, by the end of the performance period for the order. (End of clause)

DFARS 252.225-7001 Buy American andBalance of Payments Program DFARS 252.225-7012 Preference for Certain Domestic Commodities DFARS 252.225-7021 Trade Agreements DFARS 252.225-7056 Prohibition Regarding Business Operations with the Maduro Regime DFARS 252.225-7972 Prohibition on the Procurement of Foreign-Made Unmanned Aircraft Systems (Deviation 2020-O0015) DFARS252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, And Native Hawaiian Small Business Concerns FAR 52.232-40 Providing Accelerated Payments to Small Business Subcontractors DFARS 252.232-7010 Levies on Contract Payments DFARS 252.232-7017 Accelerating Payments to SmallBusiness Subcontractors—Prohibition on Fees and Consideration DFARS 252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel FAR 52.242-15 Stop-Work Order DFARS 252.243-7002 Requests for Equitable Adjustments DFARS 252.244-7000 Subcontracts for Commercial Items DFARS 252.247-7023 Transportation of Supplies by Sea

ADDITIONAL CLAUSES WITH FILLIN INFORMATION THAT APPLY TO THIS ACQUISITION:

52.216-18 ORDERING (AUG 2020) FAR

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from award effective date through contract expiration.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

FAR 52.216-19 ORDER LIMITATIONS

(a)Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $1,200.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b)Maximum order. The Contractor is not obligated to honor-

(1) Any order for a single item in excess of $200,000.00;

(2) Any order for a combination of items in excess of $500,000.00; or (3)A series of orders from the same ordering office within 10 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c)If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum order limitations in paragraph (b) of this section.

(d)Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 10 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

FAR 52.216-22 INDEFINITE QUANTITY

(a)This is a n indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b)Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c)Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d)Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period;

provided, that the Contractor shall not be required to make any deliveries under this contract after the 360th day after contract ends.

FAR 52.217-8 OPTION TO EXTEND SERVICES

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 07 days prior to contract expiration.

FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT

(a)The Government may extend the term of this contract by written notice to the Contractor within 1 day; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 7 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b)If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c)The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

PROVISIONS THAT APPLY TO THIS ACQUISITION:

DFARS 252.203-7005 Representation Relating to Compensation of Former DoD Officials DFARS252.204-7017 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services—Representation.

DFARS 252.204-7019 Notice of NIST SP 800-171 DoD Assessment Requirements

FAR 52.204-7 System for Award Management FAR 52.204-16 Commercial and Government Entity Code Reporting FAR 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment DFARS252.204-7008 Compliance with Safeguarding Covered Defense Information Controls DFARS 252.204-7016 Covered Defense Telecommunications Equipment or Services— Representation FAR 52.209-7 Information Regarding Responsibility Matters FAR 52.212-3 Offeror Representations and Certifications—Commercial Items DFARS 252.215-7008 Only One Offer DFARS 252.215-7010 Requirements for Certified Cost or Pricing Data and Data Other Than DFARS 252.225-7000 Buy American—Balance of Payments Program DFARS 252.225-7973 Prohibition on the Procurement of Foreign-Made Unmanned Aircraft Systems - Representations (Deviation 2020-O0015)

FAR 52.229-11 Tax on certain Foreign Procurements – Notice and Representations DLAD 52.233-9001 Disputes – Agreement to Use Alternative Dispute Resolution (ADR) DLAD L06 Agency Protests DLAD L07 Disputes - Agreement to Use Alternative Dispute Resolution Agency Protests

FAR 52.219-14 Limitations on Subcontracting (DEVIATION 2020-O0008).