Attachment 1 Terms and Conditions.pdf

TERMS AND CONDITIONS

RFQ EBLV240003

Clause Title Fill-ins

52.212-4 Contract Terms and Conditions-Commercial Products and Commercial

Services (Nov 2023)

LOCAL 1-1 Contracting Officers Representative (COR) (NOV 2023)

The COR is responsible for monitoring Contractor’s progress and for ensuring that all documentation, services, and/or supplies have been submitted or performed in accordance with the requirements of this contract or order. Should Contractor fail to fulfill any obligations required under this contract or order, the COR shall inform Contractor of such failure. The COR shall also inform the FCC’s Contracting Officer of technical or contractual problems or delays that have arisen during the term of performance. In addition, the COR shall provide approval of all invoices submitted by Contractor and perform final inspection and acceptance of all work and/or supplies delivered on behalf of the FCC.

Limitation of COR Authority. The COR is not authorized to make commitments or obligations on behalf of the FCC, including, without limitation, the exercise of options or consenting to additional costs beyond the stated ceiling price(s) or fixed price(s). The COR does not have the authority to grant Contractor permission to deviate from the requirements stated in the contract or order and shall not direct Contractor to perform any additional work that has not been specified.

By acceptance of this contract or order, Contractor acknowledges and accepts the limited authority of the FCC’s COR as described herein. Furthermore, Contractor agrees that it will refuse directions or instructions from the COR that are expressly prohibited and directly contact the Contracting Officer in those instances.

The COR for this contract or order is Ms. Makia Day. The COR may be reached via telephone at (202) 279-1022, or via email at Makia.Day@fcc.gov.

LOCAL 3-1 Contractor Promotional Material and Press Releases Relating to the Contract (NOV 2023)

(a) Except as set forth in clause Local 16 Access to Nonpublic Information and its Release (if included in this contract), the FCC may review for accuracy or approve any statements made in contractor press releases or other promotional material relating to Contractor’s performance under this contract or regarding the value or importance of services or goods provided under this contract, but it shall not expressly or impliedly endorse any particular contractor or any goods or services received, except as allowed by 5 C.F.R. § 2635.702(c)(1)-(2).

(b) Contractor shall not publish, distribute, or permit to be published or distributed, any press release, promotional account, or statement that contains information attributed to, or quotations from, FCC personnel or the FCC itself relating to Contractor’s performance under this contract or the value or importance of its services or goods provided to the FCC, unless the information is derived from a Government-wide past performance information system, is used in proper context, and is fair and accurate. Information contained in past performance questionnaires may only be used as approved by the Contracting Officer.

(c) Any press release, promotional material, or statement published or distributed by the Contractor that relates to this contract shall contain the following disclaimer with the applicable contract/order number inserted, which shall be clearly displayed:

Disclaimer: This disclaimer is required by (Insert FCC contract number from awarded contract or order). The Federal Communications Commission (FCC) may not have reviewed or approved any statement in this document for accuracy or validity. The FCC and its employees do not endorse goods or services provided by the Contractor or any other contractor.

LOCAL 3-2 Access to Nonpublic Information and its Release (NOV 2023)

(a) Definition. Nonpublic information, as used in this clause, means any Government or third-party information, whether included, revealed, or learned in performance of this contract (including any purchase order or order under a task or delivery order contract or a GSA schedule contract), that—

(1) Has been determined by FCC to be exempt from disclosure under the Freedom of Information Act (FOIA) or otherwise protected from disclosure by statute, Executive order, or regulation; or

(2) Has not been disseminated to the general public, and the FCC has not yet determined whether the information can or should be made available to the public.

(b) Restrictions on use and disclosure of nonpublic information.

(1) The restrictions provided in this clause are intended to protect both the Government and third-party owners of nonpublic information from unauthorized use or disclosure of such information.

mailto:Makia.Day@fcc.gov

(i) Contractor shall indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys’ fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of any nonpublic information to which it is given access during performance of this contract.

(ii) Third-party owners of nonpublic information to which Contractor may have accessed during performance of this contract are third-party beneficiaries with respect to the terms of this clause who, in addition to any other third-party rights, have a right of direct action against Contractor to seek damages for injuries arising from any violation of the terms of this clause.

(2) With regard to any nonpublic information to which Contractor receives access in performance of this contract, whether the information comes from the Government or from third parties, Contractor shall—

(i) Utilize the nonpublic information solely as necessary to perform the services specified in this contract, and not for any other purposes;

(ii) Safeguard the nonpublic information from unauthorized use and disclosure;

(iii) Limit access to the nonpublic information to only those persons who need it to perform services under this contract;

(iv) Inform all individuals who may have access to nonpublic information about their obligations to utilize it only to perform the services specified in this contract and safeguard it from unauthorized use and disclosure;

(v) Obtain a signed nondisclosure agreement from each individual who may have access to the nonpublic information.

At a minimum, the nondisclosure agreement shall include language implementing the restrictions on use and disclosure of nonpublic information found in paragraphs (b)(2)(i) through (iv), and (b)(3) of this clause and substantially the same language as set forth in paragraph (h) below.

(vi) Provide a copy of all such nondisclosure agreements to the Contracting Officer upon request; and

(vii) Report to the Contracting Officer any violations of requirements (i) through (v) of this paragraph as soon as the violation is identified. This report shall include a description of the violation and the proposed actions to be taken by Contractor in response to the violation, with follow-up reports of corrective actions taken as requested and warranted.

(3) If Contractor receives information that is marked in a way that indicates Contractor should not have received this information, Contractor shall—

(i) Notify the Contracting Officer;

(ii) Use the information only in accordance with instructions of the Contracting Officer; and

(iii) Comply with any other notification provisions contained in this contract.

(c) Applicability.

(1) The obligations and prohibitions of paragraph (b) do not apply if Contractor can demonstrate to the Contracting Officer that the information—

(i) Was in the public domain at the time the information was accessed by the Contractor;

(ii) Was published, after having been accessed by Contractor, or otherwise becomes part of the public domain through no fault of Contractor;

(iii) Was lawfully in Contractor’s possession at the time Contractor accessed it and was not acquired directly or indirectly—

(A) From the Government; or

(B) Under another Government contract;

(iv) Was received by Contractor from a party, other than the information owner, who has the authority to release the information and did not require Contractor to hold it in confidence.

(v) Is or becomes available, on an unrestricted basis in a lawful manner, to a third party from the information owner or someone acting under the control of the information owner;

(vi) Is developed by or for Contractor independently of the information received from the Government or the information owner, and such independent development can be shown;

(vii) Becomes available to Contractor by wholly lawful inspection or analysis of products offered for sale by the information owner, someone acting under the information owner’s control, or an authorized third-party reseller or distributor; or

(viii) Is provided to a third party by Contractor with the prior written approval of the information owner.

(2) Pursuant to the lawful order or rules of a United States Court or Federal administrative tribunal or body of competent jurisdiction, Contractor may release nonpublic information to which it is given access in performance of this contract to a third party, provided that Contractor gives the owner (a) written notice of any proceeding in which compulsory disclosure of the information is foreseeable; (b) any specific request or demand for the information during such proceedings, and (c) provides the information owner with the opportunity to oppose such disclosures. Within two (2) business days of Contractor’s notice of the proceeding and Contractor’s notice of specific request or demand for the information, Contractor shall notify the Government and the third-party information owner (if applicable). More prompt notice shall be provided when production of information is required in less than two business days.

(d) Release of Contractor’s information. Contractor agrees that the Government may, in appropriate circumstances, release to its contractors, their subcontractors, and their individual employees, nonpublic information provided by Contractor in the performance of this contract, subject to the following protections. To receive access to nonpublic information needed to assist in accomplishing agency functions, the contractor that will receive access to the nonpublic information must be operating under a contract that contains this clause, which obliges the contractor to respect use limitations as described in paragraph (b)(2) and provides third-party beneficiary rights as set forth in paragraph f.

(e) Contractor Releases. Contractor shall not publish, distribute, or permit to be published or distributed, any press release, promotional material, or statement relating to this contract that contains nonpublic information. If Contractor is unsure whether the information it intends to publish or distribute contains nonpublic information, the document shall be provided, in its entirety, to the Contracting Officer for the sole purpose of determining whether nonpublic information is included.

(f) Remedies available to a third-party information owner. Contractor’s failure to comply with the requirements of this clause may provide grounds for independent legal action or other remedies available to a third-party information owner based on the protections of paragraph (b)(1) of this clause.

(g) Relationship to other Government commitments. This clause does not affect the FCC’s responsibilities under the Freedom of Information Act or the Procurement Integrity Act. This clause is consistent with, and does not supersede, conflict with, or otherwise alter the employee or other obligations, rights, or liabilities created by, existing statutes or Executive orders relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this clause and are controlling.

(h) Other contractual restrictions on information. This clause is subordinate to all other FAR or FCC contract clauses or requirements that specifically address the access, use, handling, or disclosure of information. If any restrictions or authorizations in this clause are inconsistent with a requirement of any other FAR or FCC clause of this contract, the requirement of the other clause shall take precedence over the requirement of this clause. This clause is not subordinate to any Contractor terms or conditions that are incorporated into this contract.

(i) Subcontracts. Contractor shall insert this clause, including this paragraph (i), in all subcontracts that may require the furnishing of nonpublic information to the FCC and in all subcontracts under which a subcontractor may have access to nonpublic information. The clause so inserted shall be appropriately modified to reflect the relationship of the parties, and the terms “contract,” “Contractor,” and “Contracting Officer” shall be appropriately modified for the subcontract and to preserve the Government’s rights.

(j) Contractor shall, if requested by the Contracting Officer:

(1) Negotiate and sign an agreement, identical in all material respects to paragraphs (b)(2) and (c) of this clause, with each entity identified by the Contracting Officer that has provided the Government nonpublic information to which the Contractor must now have access to perform its obligations under this contract; and

(2) Supply a copy of the executed agreement(s) to the Contracting Officer within 30 days of execution.

LOCAL 4-1 Special Considerations Regarding Contract Performance (NOV 2023)

While on FCC premises, Contractor personnel (and any subcontractor(s) and subcontractor employees) shall only conduct business required for this or other FCC contracts. Contractor personnel shall abide by the rules and regulations applicable to FCC buildings and information technology infrastructure (e.g., e-mail and local-area-network), including Government-wide rules and regulations governing conduct on Federal property (41 C.F.R. Part 102-74, Subpt. C) and all safety and security regulations.

LOCAL 28-1 Hold Harmless and Indemnity Agreement (NOV 2023)

(a) Responsibility for Government Property. Contractor assumes full responsibility for, and shall indemnify the Government against, any and all loss or damage of whatsoever kind and nature to any and all Government property, including any equipment, supplies, accessories, or parts furnished, while in its custody and care for storage, repair, or services to be performed under the terms of this contract, resulting in whole or in part from the negligent acts of Contractor, any subcontractor, or any employee, agent, or representative of Contractor or any subcontractor.

(b) Hold Harmless and Indemnification Agreement. Contractor shall save and hold harmless and indemnify the Government against any and all liability and claims and costs of whatever kind and nature for injury to or death of any persons and for loss of or damage to any property occurring in connection with or in any way incidental to or arising out of the occupancy, use, service operation, or performance of work under the terms of this contract resulting in whole or in part from the negligent acts or omissions of Contractor, any subcontractor, or any employee, agent, or representative of Contractor or subcontractor.

LOCAL 32-1 Invoicing Instructions (NOV 2023)

To obtain payment, Contractor shall submit a proper invoice (see FAR 32.905(b)) electronically via the U.S. Department of the Treasury’s Invoice Processing Platform (IPP), which can be accessed at https://www.ipp.gov. To use the IPP system, Contractor must follow instructions provided in an enrollment email that it receives from the IPP upon establishing an account.

LOCAL 32-2 Limitation of Government's Obligation (NOV 2023)

(a) This contract is incrementally funded. Of the total price for this contract, only the funded (obligated) amount is presently available for payment. Until the contract is fully funded, additional funds will likely be periodically obligated under this contract by subsequent contract modifications.

http://www.ipp.gov/

(b) Contractor agrees to perform the contract up to the point for which work has been funded/obligated, including any amounts payable by the Government in the event of termination for convenience. Contractor is not authorized to continue work beyond that point until additional funding is committed. The Government’s legal liability under this contract, including any amounts payable in the event of the FCC’s termination for its convenience, is limited to the amount funded/obligated pursuant to this clause. Any additional expenditure incurred beyond the Government’s limitation of obligation are solely at the Contractor’s risk.

(c) Contractor shall notify the Contracting Officer by e-mail at least thirty days prior to the date when, in Contractor’s best judgment, the cost of work performed will approximate eighty (80) percent of the total amount paid, funded, and obligated under the contract pursuant to this clause.

The Contractor’s notification shall state:

(1) the estimated date when that point will be reached; and

(2) an estimate of additional funding, if any, needed to continue performance of the contract up to the next scheduled date for obligation of funds, or to a mutually agreed upon substitute date.

(d) When additional funds are obligated for continued performance, the Contracting Officer shall modify the contract to reflect the revised amount of funding and to specify the period of performance covered by the newly obligated funds. The provisions of paragraph (b) through (d) of this clause shall apply to the revised amount of obligated funds and any agreed-upon substitute date.

(e) Once a contract period (base period or option period) is fully funded, this clause shall become inoperative for the remainder of that contract period. This paragraph shall not preclude operation of the clause in any subsequent option period that is incrementally funded.

(f) Nothing in this clause shall affect the Government’s right to terminate the contract for convenience, cause, or default, as set forth in this contract.

(g) Nothing in this clause shall be construed as authorization of voluntary services whose acceptance is otherwise prohibited under 31 U.S.C. § 1342.

(h) The terms of this clause shall apply to each option period of the contract that is exercised and incrementally funded.

LOCAL 37-1 Nonpersonal Services Contract (NOV 2023)

(a) This contract is a “nonpersonal services contract” as defined in FAR Section 37.101. It is understood and agreed that:

(1) Contractor shall perform the services specified herein as an independent contractor, and, as such, Contractor employees are not employees of the FCC, nor shall they represent themselves to be employees of the FCC;

(2) Contractor is responsible for the management and supervision of its employees and for performance of the work required under this contract; and

(3) The FCC will not exercise the day-to-day supervision and control over Contractor personnel that would be appropriate for an employer.

(b) Notwithstanding paragraph (a), Contractor shall comply with Government technical direction and other instructions exercised as a matter of right under this contract to ensure accomplishment of this contract’s requirements and objectives, such as direction to correct deliverables and approval of replacement key personnel.

(c) Contractor’s Project Manager or other designated manager shall communicate with the COR to confirm the FCC’s work requirements as set forth in this contract.

LOCAL 37-3 Suitability and Security Processing (NOV 2023)

(a) General.

(1) All Contractor personnel (which includes, for purposes of this clause, any subcontractor personnel) who will be performing work on-site at FCC facilities are subject to background investigations for the purpose of suitability determinations. Based on their proposed duties, some Contractor personnel may also be required to have security clearance determinations. No Contractor personnel may be assigned to work on this contract or order without a Favorable Preliminary Adjudication determination by the FCC Security Operations Center (SOC). This includes a review of the OF 306, Declaration for Federal Employment (https://www.opm.gov/forms/ pdf_fill/of0306.pdf), or a written waiver from the SOC.

(2) Suitability, waiver, and security clearance determination investigations shall be conducted through the SOC. Before any final adverse determination is made, affected Contractor personnel will be provided with instructions for the review process. The Contractor shall remove any Contractor personnel who are found not suitable, have a waiver cancelled, or are denied a security clearance, during the same business day that the Contractor is notified of such determinations.

(3) If Contractor personnel are reassigned and the new position is determined to require a higher level of risk suitability than the Contractor personnel currently hold, such individuals may be assigned to such positions on a temporary and conditional basis while the determination is reached by the SOC. A new FCC Form A-600, “FCC Contractor Record Form” shall be completed for the new position.

(b) At Time of Contract Award.

(1) The SOC must receive the completed and signed OF 306 for all proposed Contractor personnel at the time of contract award.

(NOTE: The OF 306 must be signed and dated no earlier than 30 days from the contract award date.) Resumés for all Contractor personnel proposed for assignment on the contract should be provided to the SOC prior to the time of the on-boarding process.

The SOC requires a minimum of five (5) business days (from the date the forms are received) to process the OF 306 before any http://www.opm.gov/forms/ employee will be allowed to begin work on the contract. A written waiver from the SOC may be obtained in special or extenuating circumstances. All Contractor personnel, regardless of task description, must complete the OF 306 form. Without an approved OF 306 form on file at the SOC, no Contractor employee may begin work under this contract. An approved OF 306 form is one that has resulted in a Favorable Preliminary Adjudication determination by the SOC. During the SOC Preliminary Adjudication determination process, Contractor personnel may be interviewed by SOC staff regarding information on their OF 306 form and shall cooperate by answering any questions asked or furnishing any written documents requested.

(2) Additional Requirements for Non-U.S. Citizens. In addition to the OF 306 form, Contractor shall provide the following information on all proposed Contractor personnel who are not U.S. Citizens at the time of Contract Award:

(i) Proof of Legal Status in the U.S., i.e., foreign passport with visa, alien registration, Permanent Resident Alien Identification Card, or other immigration document. (NOTE: Documentation must indicate that the individual is authorized to work in the U.S.);

(ii) Sponsorship Letter from the Contractor or subcontractor identifying the individual as a Non-U.S. Citizen working for the company; and

(iii) Resumé or other documentation showing that the individual has been residing in the U.S. at least three (3) consecutive years immediately prior to contract award or applying for the current position, whichever is later.

(3) FCC Contract Personnel Record (FCC Form A-600). This form, with the COR and CO portions completed, will be distributed at the time of contract award and must be submitted to the SOC within ten (10) business days after the contract is awarded.

(4) The SOC will notify the COR, CO, and the Contractor personnel of the Final Adjudication determination and provide further instructions based on whether the Final Adjudication is favorable or unfavorable.

(c) On-Boarding, Monthly Reporting, and Checkout Requirements.

(1) Locator and Information Services Tracking (LIST) Registration.

The SOC maintains a Locator and Information Services Tracking (LIST) database containing contact information for all Commission and Contractor personnel, regardless of work location. The Contractor personnel’s FCC Form A-600, “FCC Contractor Record Form” captures the information for data entry into the LIST system.

(2) On-Boarding Process.

(i) Following the processing of the OF 306 form and a Favorable Preliminary Adjudication determination (unless waived), Contractor personnel shall report to the SOC for identity verification and access badge issuance on their first scheduled workday.

(ii) All new Contractor personnel must be escorted to the SOC by either the COR or CO responsible for the contract. At this time, the Contractor personnel must present two (2) valid forms of identification in accordance with the requirements of the U.S.

Citizenship and Immigration Services I-9 form.

(iii) After identity verification, the individual shall complete the Fingerprint Card form, PD 258, the Fair Credit Report Act Form, and shall be photographed and issued the appropriate access badge.

(iv) At this time, Contractor personnel will be provided one of the following forms, based on the security risk designation for the proposed support position/classification, to complete and return to the SOC within seven (7) business days:

(A) Low Risk Positions – SF 85, Questionnaire for Non-Sensitive Positions.

(B) Moderate Risk Positions – SF 85-P, Questionnaire for Public Trust Positions.

(C) High Risk Position/Secret or Top Secret Security Clearances – SF 86, Questionnaire for Sensitive Positions (FCC utilizes the automated e QIP Program).

(v) For any Contractor personnel for whom the SOC performs a security investigation at the Moderate- or High-Risk level, if the personnel leaves the contract due to Contractor or Contractor personnel decision within the first year of the contract (or any time prior to contract completion for a contract that is shorter in duration than one year), Contractor shall reimburse the Commission for the cost of the investigation. The cost may range from approximately $400.00 (Moderate Risk) to $3,200.00 (High Risk). Contractor will be provided a copy of the investigation invoice with the reimbursement request.

(3) Monthly Contractor Personnel Reports.

(i) Contractor shall submit a Monthly Contractor Personnel Report (Report) listing all Contractor personnel who are working on-site at the FCC. Contractor shall provide the Report to the COR and CO for approval within 15 days after contract award. The Contractor shall submit the Report to the SOC no later than the third business day of the month following the reporting month.

(ii) The Report shall include the contract number and shall list all Contractor personnel working at the FCC during the immediately previous month.

(iii) The Report shall highlight or list in some way those individuals who are no longer employed by Contractor or who are no longer working on the contract, as well as any additional Contractor personnel who have been successfully processed for work on the contract by the SOC since the previous report.

(iv) The Report shall be prepared in MS Excel Format (as per example provided) and submitted to the COR via e-mail. The e-mail shall contain a statement of certification of accuracy of the Report by the Contractor’s Program/Project Manager.

(v) Failure to submit an accurate Report and on time may result in a negative contract performance evaluation for Contractor.

(4) Departure/Checkout Processing.

(i) The COR is the FCC POC for the departure/checkout process. The COR will send an e-mail to Contractor personnel to “Sign- Out” when an individual will be departing the FCC.

(ii) Contractor personnel shall return their access badge to the SOC at the time of departure.

(iii) If Contractor personnel do not complete the checkout processing prior to departure, Contractor shall ensure this action is completed no later than 30 calendar days after the personnel’s departure from the FCC.

(iv) Failure by Contractor to properly out-process their personnel will result in a notification from the SOC to the Contracting

Officer recommending a negative contract performance evaluation for Contractor.

(v) Contractor shall be liable for any damages arising from a failure to ensure that the checkout processing occurs within the thirty (30) calendar days of the departure of Contractor personnel from the FCC.

(d) Cyber Security. Contactor shall ensure that:

(1) All Contractor personnel assigned to this contract that are required by their duties to be issued an FCC Computer Network Account, obtain, read, understand, and acknowledge compliance with FCC Instruction 1479.5, Compliance with the FCC Cyber Security Program, and its associated FCC Cyber Security Policy. These documents outline required safeguards for the protection of agency-sensitive and mission-critical data.

(2) All Contractor personnel complete FCC Initial Security Awareness Training designated by the FCC Information Technology Center (ITC) prior to being granted access to FCC networks and applications. Thereafter, all Contractor personnel shall complete FCC Annual Security Awareness Training designated by ITC throughout the term of the contract.

(3) All Contractor personnel shall complete and submit to the ITC all forms required to gain access to FCC computer systems. These forms include FCC Information Systems Access Form, FCC Form A-200 (used to identify the user requesting access to FCC computer resources) and FCC Information Technology Rules of Behavior, FCC Form A-201 (used to verify user’s obligations to secure the FCC’s computer system and data).

(4) All access to FCC information systems by Contractor personnel is in accordance with FCC policy and procedures and limited to “as needed” to perform the requirements of the contract.

(5) All Contractor personnel shall protect the confidentiality, integrity, and availability of FCC information systems and data accessed to perform the requirements of the contract, and all Contractor personnel shall ensure that FCC computer systems, related hardware, software, and authorizations are not modified without the expressed written consent of the FCC.

(f) Subcontracts. Contractor shall include the substance of this clause, including this paragraph 5, in all subcontracts that involve performance of work by subcontractor employees at a FCC facility.

LOCAL 37-4 Key Personnel (NOV 2023)

(a) Contractor shall staff all designated key personnel positions on this contract with qualified individuals who have been approved by the FCC. Unless written approval is obtained from the Contracting Officer (CO), such key personnel positions on this contract shall be staffed with the individuals identified in the initial proposal.

(b) Contractor shall not remove or substitute key personnel assigned to perform work under this contract without prior written approval of the CO. Requests for approval of changes to key personnel shall be made in writing to the CO, shall include a detailed explanation of the circumstances necessitating the proposed change, and shall be submitted as soon as the Contractor is aware of the change to provide effective notice for purposes of consideration by the FCC and to hold discussions with the Contractor. Requests must contain a complete resume of the proposed substitute and any other information requested by the CO. Proposed substitutes shall have qualifications equal to or higher than the key personnel to be replaced. The CO will evaluate such requests promptly and notify the Contractor in writing whether the proposed substitution is acceptable.

(c) If the CO determines that Contractor: (1) provided key personnel at the commencement of contract performance other than the specific individuals proposed in its proposal without obtaining prior written approval from the CO; or (2) fails to timely provide suitable and qualified substitutes for any key personnel during contract performance and such failure is impairing the successful completion of the contract, the CO may terminate the contract for default or cause, in full or in part, after taking the appropriate action prescribed by the FAR (e.g., issuance of a cure or show cause notice).

(d) Contractor will be excused from the advance notice requirement in paragraph (b) above for substitutions necessitated by Acts of God or other emergent conditions (e.g., death or incapacitation of the employee, family emergencies of the employee, etc.).

(e) If Contractor proposes subcontractor personnel for any key personnel position(s), Contractor shall incorporate the substance of this clause, including this paragraph (e), in the applicable subcontract(s).

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders-Commercial Products and Commercial Services (May 2024)

(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 Covered Entities (Dec 2023) (Section 1634 of Pub. L. 115-91).

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

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

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

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

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

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

[Contracting Officer check as appropriate.]

(1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I (Nov 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

(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.)

(4) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community--see FAR 3.900(a).

(5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L. 109-282) (31 U.S.C.

6101 note).

(6) [Reserved].

(7) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

(8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

X (9) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of Division R of Pub. L. 117-328).

(10) 52.204-28, Federal Acquisition Supply Chain Security Act Orders-Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (Dec 2023) (Pub. L. 115-390, title II).

(11)(i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders-Prohibition. (Dec 2023) (Pub. L. 115-390, title II).

(ii) Alternate I (Dec 2023) of 52.204-30.

(12) 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).

(13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

(14) [Reserved].

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

(16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

(17) [Reserved]

(18)(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.

(19)(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.

(20) 52.219-8, Utilization of Small Business Concerns (Feb 2024) (15 U.S.C. 637(d)(2) and (3)).

(21)(i) 52.219-9, Small Business Subcontracting Plan (Sep 2023) (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 2023) of 52.219-9.

(22)(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.

(23) 52.219-14, Limitations on Subcontracting (Oct 2022) (15 U.S.C. 657s).

(24) 52.219-16, Liquidated Damages-Subcontracting Plan (Sep 2021) (15 U.S.C. 637(d)(4)(F)(i)).

X (25) 52.219-27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program (Feb 2024) (15 U.S.C. 657f).

(26)(i) 52.219-28, Post-Award Small Business Program Rerepresentation (Feb 2024) (15 U.S.C. 632(a)(2)).

(ii) Alternate I (Mar 2020) of 52.219-28.

(27) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Oct 2022) (15 U.S.C. 637(m)).

(28) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Oct 2022) (15 U.S.C. 637(m)).

(29) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C. 644(r)).

(30) 52.219-33, Nonmanufacturer Rule (Sep 2021) (15 U.S.C. 657s).

(31) 52.222-3, Convict Labor (Jun 2003) (E.O. 11755).

(32) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Feb 2024) (E.O. 13126).

(33) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(34)(i) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

(ii) Alternate I (Feb 1999) of 52.222-26.

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

(ii) Alternate I (Jul 2014) of 52.222-35.

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

(ii) Alternate I (Jul 2014) of 52.222-36.

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

(38) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

X (39)(i) 52.222-50, Combating Trafficking in Persons (Nov 2021) (22 U.S.C. chapter 78 and E.O. 13627).

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

(40) 52.222-54, Employment Eligibility Verification (May 2022). (E.O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

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

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

(42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (May 2024) (42 U.S.C.

7671, et seq.).

(43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (May 2024) (42 U.S.C. 7671, et seq.).

(44) 52.223-20, Aerosols (May 2024) (42 U.S.C. 7671, et seq.).

(45) 52.223-21, Foams (May 2024) (42 U.S.C. 7671, et seq.).

(46) 52.223-23, Sustainable Products and Services (May 2024) (E.O. 14057, 7 U.S.C. 8102, 42 U.S.C. 6962, 42 U.S.C. 8259b, and 42 U.S.C. 7671l).

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

(ii) Alternate I (Jan 2017) of 52.224-3.

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

(ii) Alternate I (Oct 2022) of 52.225-1.

(49)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (Nov 2023) (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

(ii) Alternate I [Reserved].

(iii) Alternate II (Dec 2022) of 52.225-3.

(iv) Alternate III (Feb 2024) of 52.225-3.

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

(50) 52.225-5, Trade Agreements (Nov 2023) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

(51) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2021) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

(52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

(53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

(54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

X (55) 52.226-8, Encouraging Contractor Policies to Ban Text Messaging While Driving (May 2024) (E.O. 13513).

(56) 52.229-12, Tax on Certain Foreign Procurements (Feb 2021).

(57) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (Nov 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

(58) 52.232-30, Installment Payments for Commercial Products and Commercial Services (Nov 2021) (41 U.S.C. 4505, 10 U.S.C.

3805).

X (59) 52.232-33, Payment by Electronic Funds Transfer--System for Award Management (Oct 2018) (31 U.S.C. 3332).

(60) 52.232-34, Payment by Electronic Funds Transfer--Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

(61) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

(62) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

(63) 52.242-5, Payments to Small Business Subcontractors (Jan 2017)(15 U.S.C. 637(d)(13)).

(64)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021) (46 U.S.C. 55305 and 10 U.S.C.

2631).

(ii) Alternate I (Apr 2003) of 52.247-64.

(iii) Alternate II (Nov 2021) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67).

X (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

X (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (Aug 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67).

(6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-- Requirements (May 2014) (41 U.S.C. chapter 67).

(7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (Jan 2022).

X (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2022) (E.O. 13706).

(9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract and does not contain the clause at 52.215-2, Audit and Records--Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial products or commercial services. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause--

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

(ii) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) (41 U.S.C. 4712).

(iii) 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)).

(iv) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (Dec 2023) (Section 1634 of Pub. L. 115-91).

(v) 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).

(vi) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of Division R of Pub. L. 117-328).

(vii)(A) 52.204-30, Federal Acquisition Supply Chain Security Act Orders-Prohibition. (Dec 2023) (Pub. L. 115-390, title II).

(B) Alternate I (Dec 2023) of 52.204-30.

(viii) 52.219-8, Utilization of Small Business Concerns (Feb 2024) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(ix) 52.222-21, Prohibition of Segregated Facilities (Apr 2015)

(x) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

(xi) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212).

(xii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 793).

(xiii) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212)

(xiv) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(xv) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67).

(xvi) (A) 52.222-50, Combating Trafficking in Persons (Nov 2021) (22 U.S.C. chapter 78 and E.O 13627).

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

(xvii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67).

(xviii) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services- Requirements (May 2014) (41 U.S.C. chapter 67).

(xix) 52.222-54, Employment Eligibility Verification (May 2022) (E.O. 12989).

(xx) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (Jan 2022).

(xxi) 52.222-62, Paid Sick Leave Under Executive Order 13706…