ATTACHEMNT 1 -STATEMENT OF WORK (SOW) FOR SPE300-26-Q-0001.pdf

SPE300-26-Q-0001 BAG-IN-BOX BEVERAGE SOLICITATION FOR CONUS, NAVY SHIPS,

ALASKA, HAWAII, AND GUAM AREAS

Content s

CONTINUATION OF THE BLOCKS ON PAGE 1 (SF 1449)

BLOCK 8, Offer due Date/Local Time (continued)

BLOCK 9 (CONTINUED)

Block 10, This Acquisition is: NAICS: 312111 BLOCK 17A Contractor/Offeror (Continued):

BLOCK 17B (Continued):

AUTHORIZED NEGOTIATORS:

BLOCKS 19-24 (CONTINUED): SEE STATEMENT OF WORK & SCHEDULE OF ITEMS

(See Attached Excel Spreadsheet

CAUTION - CONTRACTOR CODE OF BUSINESS ETHICS

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CONTRACT CLAUSES

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020)

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020)

ALTERNATE I (NOV 2021)

52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR

STATEMENTS (JAN 2017)

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (NOV 2021)

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH

CONTRACTORS DEBARRED, SUSPENDED, PROPOSED FOR DEBARMENT, OR VOLUNTARILY

EXCLUDED (DEVIATION 2026-O0038) (FEB 2026)

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS

(DEVIATION 2026-O0038) (FEB 2026)

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

(DEVIATION 2026-O0038) (FEB 2026)

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

ALTERNATE I (DEVIATION 2026-O0038) (FEB 2026)

Addendum Containing Supplementary Clauses in Full Text and by Reference

52.216-22 INDEFINITE QUANTITY (DEVIATION 2026-O0038) (FEB 2026)

52.222-3 CONVICT LABOR (DEVIATION 2026-O0038) (FEB 2026)

52.222-19 CHILD LABOR-COOPERATION WITH AUTHORITIES AND REMEDIES (DEVIATION 2026-

O0038) (FEB 2026)

52.222-35 EQUAL OPPORTUNITY FOR VETERANS (DEVIATION 2026-O0038) (FEB 2026)

52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES

(DEVIATION 2026-O0038) (FEB 2026)

52.222-37 EMPLOYMENT REPORTS ON VETERANS (DEVIATION 2026-O0038) (FEB 2026)

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT

(DEVIATION 2026-O0038) (FEB 2026)

52.222-50 COMBATING TRAFFICKING IN PERSONS (DEVIATION 2026-O0038) (FEB 2026)

52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 (DEVIATION 2026-O0038) (FEB 2026)

52.225-1 BUY AMERICAN-SUPPLIES (DEVIATION 2026-O0038) (FEB 2026)

52.229-11 TAX ON CERTAIN FOREIGN PROCUREMENTS—NOTICE AND REPRESENTATION

(DEVIATION 2026-O0038) (FEB 2026)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER-SYSTEM FOR AWARD

MANAGEMENT (OCT 2018)

52.232-34 PAYMENT BY ELECTRONIC FUNDS TRANSFER-OTHER THAN SYSTEM FOR AWARD

MANAGEMENT (JUL 2013)

52.233-3 PROTEST AFTER AWARD (DEVIATION 2026-O0038) (FEB 2026)

52.233-3 PROTEST AFTER AWARD (DEVIATION 2026-O0038) (FEB 2026)

ALTERNATE I (DEVIATION 2026-O0038) (FEB 2026)

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (DEVIATION 2026-O0038)

(FEB 2026)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

CONTRACT DOCUMENTS, EXHIBITS OR ATTACHMENTS

STATEMENT OF WORK

I. SUPPLIES / SERVICES / PRICES

1. INTRODUCTION

2. CONTRACT MINIMUM/MAXIMUM

3. PRICING

4. SCHEDULE OF ITEMS

5. ADDITIONAL CUSTOMERS

6. CONTRACTING AUTHORITY

7. SWITCHING CONTRACTOR(S)

8. BEVERAGE DISPENSING EQUIPMENT

9. DUAL POUR CUSTOMERS

10. MINIMUM ORDER QUANTITY

II. PACKAGING AND LABELING

III. INSPECTION AND ACCEPTANCE

1. POINT OF INSPECTION AND ACCEPTANCE

2. PRODUCT QUALITY

3. CONTRACTOR QUALITY PROGRAM

4. WAREHOUSING AND SANITATION PROGRAM /STORED PRODUCT PEST MANAGEMENT

5. CONTRACTOR QUALITY AUDITS

6. RECALL PROCEDURES REQUIREMENTS

7. FOOD DEFENSE/FORCE PROTECTION

8. WARRANTIES

9. REJECTION PROCEDURES

10. ORDER AND DELIVERY CANCELLATIONS

IV. ORDERING AND DELIVERIES & PERFORMANCE

1. TERMS OF INDEFINITE QUANTITY CONTRACT

2. DELIVERY INSTRUCTIONS

3. DELIVERY VEHICLE REQUIREMENTS

4. NO SUBSTITUTIONS

5. HOLIDAYS

6. EMERGENCY ORDERS

7. AUTHORIZED RETURNS

8. SHORT SHIPMENTS/SHIPPING ERRORS

9. DELIVERY

10. SITE VISITS

11. ORDERING SYSTEM

12. ORDER PLACEMENT

13. PURCHASE ORDER

14. STORES (Subsistence Total Order and Receipt Electronic System)

15. INVOICING / PAYMENTS

16. PAYMENT

IV. CONTRACT ADMINISTRATION DATA

V. SPECIAL CONTRACT REQUIREMENTS

1. NON-COMPETE PROVISION

2. TAX CERTIFICATION

3. MANAGEMENT REPORTS

4. THIRD PARTY SUPPLIERS:

5. PRODUCT LISTING AND AVAILABILITY COMPLIANCE

6. BAG-IN-BOX (BIB) EQUIPMENT REPAIR AND PREVENTIVE MAINTENANCE (SOP)

7. STATEMENT OF CONTRACTOR REPAIR OBLIGATION AND CUSTOMER MAINTENANCE

RESPONSIBILITIES

SOLICITATION PROVISIONS

52.209-12 CERTIFICATION REGARDING TAX MATTERS (OCT 2025)

52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

(DEVIATION 2026-O0038) (FEB 2026)

ADDENDUM TO 52.212-1:

VI. INSTRUCTIONS FOR QUOTATIONS

1. GENERAL INFORMATION

2. BUSINESS /PRICE QUOTATION

52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEVIATION 2026-

O0038) (FEB 2026)

ADDENDUM TO FAR 52.212-2

52.204-7 SYSTEM FOR AWARD MANAGEMENT—REGISTRATION (DEVIATION 2026-O0038)

(FEB 2026)

52.204-7 SYSTEM FOR AWARD MANAGEMENT—REGISTRATION ALTERNATE I (DEVIATION 2026-

O0038)(FEB 2026)

52.204-90 OFFEROR IDENTIFICATION (DEVIATION 2026-O0038) (FEB 2026)

52.209-2 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS-

REPRESENTATION (DEVIATION 2026-O0038) (FEB 2026)

52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (DEVIATION

2026-O0038) FEB 2026)

Addendum Containing Supplementary Provisions in Full Text and by Reference

52.216-1 TYPE OF CONTRACT (DEVIATION 2026-O0038) (FEB 2026)

52.216-1 TYPE OF CONTRACT (DEVIATION 2026-O0038) (FEB 2026) ALTERNATE I (DEVIATION 2026-

O0038) (FEB 2026)

52.233-9001 DISPUTES - AGREEMENT TO USE ALTERNATIVE DISPUTE RESOLUTION

(JUN 2020)

52.225-2 BUY AMERICAN CERTIFICATE (OCT 2022)

52.225-6 TRADE AGREEMENTS CERTIFICATE (FEB 2021)

52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran –Representation and Certification (JUN 2020)

PROCUREMENT NOTES

L06 Agency Protests (DEC 2016) Additional Clauses

SF1449 - CONTINUATION SHEET

CONTINUATION OF THE BLOCKS ON PAGE 1 (SF 1449)

BLOCK 8, Offer due Date/Local Time (continued)

OFFER DUE DATE/LOCAL TIME: April 30, 2026, 3:00 P.M. LOCAL PHILADELPHIA,PA TIME

Solicitation Number: SPE300-26-Q-0001 Solicitation Issue Date: April 21, 2026 Solicitation Closing Date: April 30, 2026, at 3:00 P.M., Eastern Time

BLOCK 9 (CONTINUED)

EMAIL is the only form of acceptable transmission for submission of initial quotations. As directed by the Contracting Officer, e-mail may be used during discussions/negotiations, if discussions/negotiations are held, for quotation revision(s), including Final Quotation revision(s). If and when a request for quotation revision is issued, the date and time for receipt of quotation revisions will be designated in that request.

Submission of quotations and any revisions are subject to the terms of FAR 52.215-1.

For email submissions, please email offers to the following POCs:

Contract Specialist: Nicholas.Mcdonald@dla.mil Senior Contract Specialist: Zoraya.Wilson@dla.mil Contracting Officer: Sonny.Cosmas@dla.mil

NOTE (1): Offerors are advised that DLA Troop Support systems have certain email size and transmission limitations. Quotations must be prepared accordingly: Individual email attachments shall not exceed 40MB in size, and no individual email shall exceed more than 50 MB per email (multiple email submissions may be necessary). It is an offeror’s responsibility to ensure its entire quotation is received by the date and time specified in the solicitation. If sending multiple emails, you should identify the emails as 1 of 4, 2 of 4, 2 of 4, 2 of 4, 3 of 4, etc.

As directed by the Contracting Officer, e-mail will be the only form of acceptable transmission used during discussions/negotiations, if discussions/negotiations are held, for quotation revision(s), including Final Quotation revision(s).

NOTE (2): Submission of quotations through the upload capability in DIBBs is prohibited.

Block 10, This Acquisition is: NAICS: 312111

BLOCK 17A Contractor/Offeror (Continued):

Offeror’s assigned Data Universal Numbering System (DUNS) Number (If you do not have a DUNS number, contact the individual identified in Block 7a of the SF1449 or see mailto:Nicholas.Mcdonald@dla.mil mailto:Zoraya.Wilson@dla.mil mailto:Sonny.Cosmas@dla.mil

52.212-1, Instructions to Offerors-Commercial Items for information on contacting Dun and Bradstreet.)

Offeror’s assigned Contractor and Government Entity (CAGE) Code:_______________________

PRIMARY COMPANY POC/PHONE #:______________________________________________

E-MAIL ADDRESS: ______________________________________________________________

FAX NUMBER:_________________________________________________________________

BLOCK 17B (Continued):

REMITTANCE WILL BE MADE TO THE ADDRESS THAT THE CONTRACTOR HAS LISTED IN THE

SYSTEM FOR AWARD MANAGEMENT (SAM).

AUTHORIZED NEGOTIATORS:

The offeror represents that the following persons are authorized to negotiate on its behalf with the Government in connection with this request for quotation. Please list names, titles, e-mail addresses, and telephone numbers for each authorized negotiator.

BLOCKS 19-24 (CONTINUED): SEE STATEMENT OF WORK & SCHEDULE OF ITEMS

(See Attached Excel Spreadsheet

CAUTION - CONTRACTOR CODE OF BUSINESS ETHICS

FAR Part 3.1002(a) requires all government contractors to conduct themselves with the highest degree of integrity and honesty. Contractors should have a written code of business ethics and conduct within thirty days of award. To promote compliance with such code of business ethics and conduct, contractors should have an employee business ethics and compliance training program that facilitates timely discovery and disclosure of improper conduct in connection with government contracts and ensures corrective measures are promptly instituted and carried out. A contractor may be suspended and/or debarred for knowing failure by a principal to timely disclose to the government, in connection with the award, performance, or closeout of a government contract performed by the contractor or a subcontract awarded there under, credible evidence of a violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in title 18 of the United States Code or a violation of the False Claims Act. (31 U.S.C. 3729-3733)

If this solicitation or contract includes FAR clause 52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT; the contractor shall comply with the terms of the clause and have a written code of business ethics and conduct; exercise due diligence to prevent and detect criminal conduct; promote ethical conduct and a commitment to compliance with the law within their organization; and timely report any violations of federal criminal law involving fraud, conflict of interest, bribery or gratuity violations found in title 18 of the United States Code or any violations of the False Claims Act. (31 U.S.C. 3729-3733). When FAR 52.203-13 is included in the contract, contractors must provide a copy of its written code of business ethics and conduct to the contracting officer upon request by the contracting officer.

NOTICE TO OFFERORS

The Contractor(s) is responsible for providing full-service Bag-In-Box Beverage products for delivery to Land and Ships Customers in the Continental United States (CONUS) and Alaska, Hawaii, and Guam. In addition to Bag-In-Box products, Contractor(s) shall supply the necessary dispensing equipment and CO2. (Exception:

Navy customers will order CO2 separately due to funding issues specific to the Navy.) Prospective offerors are hereby advised that, once the guaranteed minimum has been met, customers may or may not choose to continue ordering from the contract. To a large extent, their decision to continue ordering may be based on the performance of the Contractor(s).

The Government intends to award multiple contracts based on offers received in each item category (Carbonated and/or Non-Carbonated). Each contract, regardless of offeror’s choice of Carbonated and/or Non-Carbonated category or both categories serviced must include all customer locations (Land and Ships Customers in the Continental United States (CONUS) and Alaska, Hawaii, and Guam. An exception to this would be not providing a unit price for Category 2, Line item 0012-Touch Screen Dispenser equipment and Category 3, Line item 0013-Flavor Shots, if Offerors do not supply this item. Failure to indicate acceptance by annotating offered unit prices (which will be evaluated on a gallon per gallon basis), as described in the Schedule of Items, may be deemed as non-acceptance of the terms and conditions, and may result in rejection of the offeror’s entire quotation.

***Offerors are cautioned to take extreme care when preparing quotations in response to this solicitation. All terms and conditions should be reviewed carefully. item description/specifications and specific delivery locations are listed in this solicitation. However, the government reserves the right to add or delete customers or items as military needs change.

***Firms can offer on one or more beverage categories (Carbonated/Non-Carbonated) and must be able to deliver to all customers in each specific customer grouping (e.g. Land and Ships customers in the Continental United States (Conus), Alaska, Hawaii, and Guam. Carbonated beverages include any Carbonated products such as cola, diet cola, lemon-lime soda, etc. Non-Carbonated beverages include any Non-Carbonated products such as iced tea, sports drinks, flavored waters, juice beverages that contain less than 100% fruit juice, with the exception of cranberry juice cocktail or cranberry blend juice cocktails which can contain a maximum of 20% fruit juice as per 21CFR part 101.30. juices, defined as containing 100% juice except for cranberry (i.e., 21% or higher juice concentration), are not covered under this solicitation nor will it be provided under any contract(s) issued under this solicitation. All products must be produced and manufactured in the United States in accordance with DFARS 252.225-7012.

***Please note that after award(s), DLA customers will have the flexibility to choose among the successful Contractor(s) for Carbonated and/or Non-Carbonated item categories or both. In choosing a Contractor(s) to supply its Bag-In-Box beverage needs, customers are expected to consider price, flavor selection, service, and other factors. Customers may also choose to switch suppliers among the successful offerors during contract performance. Further details on switching suppliers are available under Statement of Work, section I, paragraph 7.

Taking exception to any of the terms and conditions of the solicitation may deem your quotation technically unacceptable and may preclude consideration for award.

In accordance with FAR 4.1103, it is mandatory that in order to do business or continue to do business with any DoD Agency, Contractors/offerors must be actively registered in the System for Award Management (SAM).

For registration information or assistance, visit the SYSTEM FOR AWARD MANAGEMENT website https://www.sam.gov

***THIS PROCUREMENT IS USING THE PROCEDURES OF 41 U.S.C. 1901, AS IMPLEMENTED

BY CLASS DEVIATION 2026-O0028 – REVOLUTIONARY FEDERAL ACQUISITION

REGULATION (FAR) OVERHAUL PART 12, DEFENSE FAR SUPPLEMENT (DFARS) PART 212

AND REVOLUTIONARY FAR OVERHAUL PART 12.201-1.

***THE GOVERNMENT RESERVES THE RIGHT TO CANCEL THIS SOLICITATION AT ANY

TIME. IF THIS SHOULD OCCUR, THE GOVERNMENT WILL NOT BE LIABLE FOR ANY

QUOTATION PREPARATION COSTS OR ANY OTHER COSTS THAT OFFERORS MAY HAVE

INCURRED RELATED TO THIS SOLICITATION.

***THE OFFEROR SHOULD PROVIDE THEIR BEST OFFER UP FRONT IN THE EVENT THAT THE

GOVERNMENT MAKES AN AWARD BASED ON THE INITIAL OFFER. THE GOVERNMENT INTENDS

TO EVALUATE OFFERS AND AWARD A CONTRACT WITHOUT DISCUSSIONS; HOWEVER, THE

GOVERNMENT RESERVES THE RIGHT TO CONDUCT DISCUSSIONS IF DETERMINED BY THE

CONTRACTING OFFICER TO BE NECESSARY.

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Number Reminder Check

1 Complete and sign SF1449 as required?

2 Sign and return any/all amendments?

3 Complete the Cage Code and DUNS number?

4 Forward your quotation and Schedule of Items w/pricing via email to the

Contracting Officer?

https://www.sam.gov/

5 Complete and return “Company Information”; “Bag-In-Box - Schedule of Items”;

“Flavors–Category Description” on the formatted spreadsheets in accordance with the instructions?

Email the Solicitation with completed fill-ins along with your Pricing Excel Spreadsheet as your offer including any signed Amendments.

6 Read Addenda:

52.212-1 (Instructions to Offerors – Commercial Items), 52.212-2 (Evaluation – Commercial Items), and 52.212-4 (Contract Terms and Conditions–Commercial Items) very carefully to assure you prepare your Non-Price and Price Quotations in accordance with the evaluation criteria?

7 Submit your best offer?

Submit a copy of current Wholesale Price List?

Submit a copy of agreements with All Independent Bottlers?

Equipment Repair and Preventive Maintenance (SOP)

Contractor Repair Obligation and Customer Maintenance Responsibilities

Check your calculations for accuracy on your Price Quotation/Excel Spreadsheet- Schedule of Items?

Identify your authorized negotiators as required? Identify negotiator?

CAUTION: The above checklist is for convenience purposes only. This list is not intended to be all- inclusive. Offerors are responsible for carefully reviewing the entire solicitation to ensure proper submission of all required information.

CONTRACT CLAUSES

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020)

(a) Except as provided in (b) of this clause, the Contractor shall not enter into any agreement with an actual or prospective subcontractor, nor otherwise act in any manner, which has or may have the effect of restricting sales by such subcontractors directly to the Government of any item or process (including computer software) made or furnished by the subcontractor under this contract or under any follow-on production contract.

(b) The prohibition in (a) of this clause does not preclude the Contractor from asserting rights that are otherwise authorized by law or regulation.

(c) The Contractor agrees to incorporate the substance of this clause, including this paragraph (c), in all subcontracts under this contract which exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award.

(End of clause)

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020)

ALTERNATE I (NOV 2021).

As prescribed in 3.503-2 , substitute the following paragraph in place of paragraph (b) of the basic clause:

(b) The prohibition in paragraph (a) of this clause does not preclude the Contractor from asserting rights that are otherwise authorized by law or regulation. For acquisitions of commercial products or commercial services, the prohibition in paragraph (a) applies only to the extent that any agreement restricting sales by subcontractors results in the Federal Government being treated differently from any other prospective purchaser for the sale of the commercial product(s) and commercial service(s).

52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY

AGREEMENTS OR STATEMENTS (JAN 2017)

(a) Definitions. As used in this clause- Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

Subcontract means any contract as defined in subpart 2.1 entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders.

Subcontractor means any supplier, distributor, vendor, or firm (including a consultant) that furnishes supplies or services to or for a prime contractor or another subcontractor.

(b) The Contractor shall not require its employees or subcontractors to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

(c) The Contractor shall notify current employees and subcontractors that prohibitions and restrictions of any preexisting internal confidentiality agreements or statements covered by this clause, to the extent that such prohibitions and restrictions are inconsistent with the prohibitions of this clause, are no longer in effect.

(d) The prohibition in paragraph (b) of this clause does not contravene requirements applicable to Standard Form 312 (Classified Information Nondisclosure Agreement), Form 4414 (Sensitive Compartmented Information Nondisclosure Agreement), or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(e) In accordance with 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) use of funds appropriated (or otherwise made available) is prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

(f) The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts under such contracts.

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (NOV 2021)

(a) Definitions. As used in this clause— Agent means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization.

Full cooperation-

(1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors’ and investigators' request for documents and access to employees with information;

(2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require-

(i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or

(ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and

(3) Does not restrict a Contractor from-

(i) Conducting an internal investigation; or

(ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

Principal means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

Subcontractor means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor.

United States, means the 50 States, the District of Columbia, and outlying areas.

(b) Code of business ethics and conduct.

(1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall—

(i) Have a written code of business ethics and conduct;

(ii) Make a copy of the code available to each employee engaged in performance of the contract.

(2) The Contractor shall-

(i) Exercise due diligence to prevent and detect criminal conduct; and

(ii) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

(3)

(i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed-

(A) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or

(B) A violation of the civil False Claims Act ( 31 U.S.C. 3729- 3733).

(ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor’s disclosure as confidential where the information has been marked "confidential" or "proprietary" by the company. To the extent permitted by law and regulation, such information will not be released by the Government to the public pursuant to a Freedom of Information Act request, 5 U.S.C. Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organization’s jurisdiction.

(iii) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract.

(c) Business ethics awareness and compliance program and internal control system. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial product or commercial service as defined at FAR 2.101. The Contractor shall establish the following within 90 days after contract award, unless the Contracting Officer establishes a longer time period:

(1) An ongoing business ethics awareness and compliance program.

(i) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractor’s standards and procedures and other aspects of the Contractor’s business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual’s respective roles and responsibilities.

(ii) The training conducted under this program shall be provided to the Contractor’s principals and employees, and as appropriate, the Contractor’s agents and subcontractors.

(2) An internal control system.

(i) The Contractor’s internal control system shall—

(A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and

(B) Ensure corrective measures are promptly instituted and carried out.

(ii) At a minimum, the Contractor’s internal control system shall provide for the following:

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3729&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3733&num=0&edition=prelim http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

(A) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system.

(B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractor’s code of business ethics and conduct.

(C) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor’s code of business ethics and conduct and the special requirements of Government contracting, including-

(1) Monitoring and auditing to detect criminal conduct;

(2) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if criminal conduct has been detected; and

(3) Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process.

(D) An internal reporting mechanism, such as a hotline, which allows for anonymity or confidentiality, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports.

(E) Disciplinary action for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct.

(F) Timely disclosure, in writing, to the agency OIG, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of any Government contract performed by the Contractor or a subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act ( 31 U.S.C. 3729- 3733).

(1) If a violation relates to more than one Government contract, the Contractor may make the disclosure to the agency OIG and Contracting Officer responsible for the largest dollar value contract impacted by the violation.

(2) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract, and the respective agencies’ contracting officers.

(3) The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract.

(4) The Government will safeguard such disclosures in accordance with paragraph (b)(3)(ii) of this clause.

(G) Full cooperation with any Government agencies responsible for audits, investigations, or corrective actions.

(d) Subcontracts.

(1) The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that exceed the threshold specified in FAR 3.1004(a) on the date of subcontract award and a performance period of more than 120 days.

(2) In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

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52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH

CONTRACTORS DEBARRED, SUSPENDED, PROPOSED FOR DEBARMENT, OR

VOLUNTARILY EXCLUDED (DEVIATION 2026-O0038) (FEB 2026)

(a) Definition. As used in this clause—

Commercially available off-the-shelf (COTS) item

(1) Means any item of supply (including construction material) that is–

(i) A commercial product (as defined in paragraph (1) of the definition of “commercial product” in Federal Acquisition Regulation (FAR) 2.101);

(ii) Sold in substantial quantities in the commercial marketplace; and

(iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and

(2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products.

(b) The Government suspends or debars Contractors to protect the Government's interests. Other than a subcontract for a commercially available off-the-shelf item, the Contractor shall not enter into any subcontract, in excess of the threshold specified in FAR 9.405-2(b) on the date of subcontract award, with a Contractor that is debarred, suspended, or proposed for debarment by any executive agency unless a compelling reason exists to do so.

(c) The Contractor shall require each proposed subcontractor whose subcontract will exceed the threshold specified in FAR 9.405-2(b) on the date of subcontract award, other than a subcontractor providing a commercially available off-the-shelf item, to disclose to the Contractor, in writing, whether as of the time of award of the subcontract, the subcontractor, or its principals, is or is not debarred, suspended, proposed for debarment, or voluntarily excluded by the Federal Government.

(d) A corporate officer or a designee of the Contractor shall notify the Contracting Officer, in writing, before entering into a subcontract with a party (other than a subcontractor providing a commercially available off-the-shelf item) that is debarred, suspended, proposed for debarment, or voluntarily excluded (see FAR 9.404 for information on the System for Award Management (SAM) Exclusions). The notice must include the following:

(1) The name of the subcontractor.

(2) The Contractor’s knowledge of the reasons for the subcontractor being listed with an exclusion in SAM.

(3) The compelling reason(s) for doing business with the subcontractor notwithstanding its being listed with an exclusion in SAM.

(4) The systems and procedures the Contractor has established to ensure that it is fully protecting the Government's interests when dealing with such subcontractor in view of the specific basis for the party's debarment, suspension, proposed debarment, or voluntary exclusion.

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(e) Subcontracts. Unless this is a contract for the acquisition of commercial products or commercial services, the Contractor shall include the requirements of this clause, including this paragraph (e) (appropriately modified for the identification of the parties), in each subcontract that—

(1) Exceeds the threshold specified in FAR 9.405-2(b) on the date of subcontract award; and

(2) Is not a subcontract for commercially available off-the-shelf items.

(End of clause)

52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING

RESPONSIBILITY MATTERS (DEVIATION 2026-O0038) (FEB 2026)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the System for Award Management via https://www.sam.gov.

(b) All information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consists of two segments—

(1) The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by-

(i) Government personnel and authorized users performing business on behalf of the Government; or

(ii) The Contractor, when viewing data on itself; and

(2) The publicly-available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a waiting period of 14 calendar days, except for-

(i) Past performance reviews required by part 42.

(ii) Information that was entered prior to April 15, 2011; or

(iii) Information that is withdrawn during the 14-calendar-day waiting period by the Government official who posted it in accordance with paragraph (c)(1) of this clause.

(c) The Contractor will receive notification when the Government posts new information to the Contractor’s record.

(1) If the Contractor asserts in writing within 7 calendar days, to the Government official who posted the information, that some of the information posted to the non-public segment of FAPIIS is covered by a disclosure exemption under the Freedom of Information Act, the Government official who posted the information must within 7 calendar days remove the posting from FAPIIS and resolve the issue in accordance with agency Freedom of Information procedures, prior to reposting the releasable information. The contractor must cite 52.209-9 and request removal within 7 calendar days of the posting to FAPIIS.

(2) The Contractor will also have an opportunity to post comments regarding information that the Government has posted. FAPIIS will retain the comments as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3) All information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available (section 3010 of Pub. L. 111-212).

(d) The Government will handle public requests for system information posted prior to April 15, 2011, under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O.

12600.

https://www.sam.gov/

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS

(DEVIATION 2026-O0038) (FEB 2026)

(a) Definitions. As used in this clause- Inverted domestic corporation means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C.

395(c).

Subsidiary means an entity in which more than 50 percent of the entity is owned—

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

(b) If the contractor reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance of this contract, applicable law may prohibit the Government from paying for Contractor activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the Contractor fails to perform in accordance with the terms and conditions of the contract as a result of Government action under this clause.

(c) Exceptions to this prohibition are located at 9.108-3.

(d) In the event the Contractor becomes either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation during contract performance, the Contractor shall give written notice to the Contracting Officer within five business days from the date of the inversion event.

52.212-4 TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (DEVIATION 2026-O0038) (FEB 2026)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

(5) Interest.

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(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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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.

The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery.

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 under this contract 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) 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…