Attachment 5 - Solicitation Document.pdf

Combined Synopsis/Solicitation

Subject: Solicitation No. W91CRB-25-R-A003 Request for Proposal.

This is a COMBINED SYNOPSIS/SOLICITATION prepared in accordance with Federal Acquisition Regulations (FAR) Part 13. This announcement constitutes the only solicitation;

proposals are being requested herein, and a separate written solicitation will not be issued. This solicitation is a Request for Proposal (RFP).

In accordance with FAR 19.805, this requirement is being competed as a 100% Small Business Set-Aside under NAICS 561492, Court Reporting and Stenotype Services with a Size Standard of $19M. The PSC Code is R606, Support-Administrative: Court Reporting.

It is the Government’s intent to award a Blanket Purchase Agreement to one (1) responsible Offeror whose proposal, in conforming to the RFP, provides the overall best value to the Government considering technical evaluation factors and price.

1. Description

The Office of the Administrative Assistant (OAA) to the Secretary of the Army, Equal Employment Opportunity (EEO), is interested in establishing Blanket Purchase Agreement (BPA) with one company that provides Court Reporting Services (CRS) within the commercial marketplace.

The Contractor shall provide all personnel necessary to perform Court Reporting Services (CRS) including producing verbatim transcripts of proceedings during Fact Finding Conferences (FFC), Depositions, Equal Employment Opportunity (EEO) Commission Administrative Judge Hearings, or other proceedings held by the EEO.

The services as defined are in support of Headquarters, Department of the Army (HQDA), Office of the Administrative Assistant to the Secretary of the Army (OAA), Resources and Programs Agency, Equal Employment Opportunity (EEO).

See the Performance Work Statement – Attachment 1, Entitled “Equal Employment Opportunity (EEO) Court Reporting Support Services” for additional information regarding the full scope of the requirement.

2. BPA Orders

Requests for CRS will be sent to BPA contract holder by the Contracting Officer and/or Contracting Officer’s Representative (COR). Details regarding the required services for individual Orders will be provided to the BPA contract holder. The BPA contract holder will submit pricing for individual requirements using the BPA approved rates for each Order.

BPA Orders will not exceed the Simplified Acquisition Threshold (SAT). Obligation of funds will be at the Order Level and no funds will be issued at the BPA level.

3. Period of Performance

The Period of Performance (PoP) shall be a five (5) year Blanket Purchase Agreement (BPA), consisting of up to five (5) 12-month ordering periods. Requirements will be assigned on an individual basis. Clause 52.217-8 "Option to Extend Services" will be included in the contract and evaluated as part of this RFP. The ordering periods for the BPA are as follows:

Ordering Period 1: 18 May 2025 – 17 May 2026 Ordering Period 2: 18 May 2026 – 17 May 2027 Ordering Period 3: 18 May 2027 – 17 May 2028 Ordering Period 4: 18 May 2028 – 17 May 2029 Ordering Period 5: 18 May 2029 – 17 May 2030 FAR 52.217-8: 18 May 2030 – 17 November 2030

Each Order will include the requested dates for CRS.

4. Place of Performance

The work under this contract shall be performed at Government and Non-Government facilities primarily within the National Capital Region (NCR), defined as a 50-mile radius of the District of Columbia with limited exceptions. BPA Contract Holders may be required to provide CRS in multiple locations during the course of a single business day.

Long distance travel may be required during performance of this contract and shall be approved by the Contracting Officer’s Representative (COR) prior to making any travel arrangements.

All travel within the NCR (50-mile radius of DC) will not be reimbursed. In certain instances, the Contractor might be required to travel outside the NCR and the Government will provide travel costs in accordance with FAR Part 31 and the Joint Travel Regulations.

5. Subcontractors/Team Members/Affiliates

Offerors proposing subcontractors/team members/affiliates or other organizational elements not part of the entity submitting the offer shall provide evidence of the commitment from these organizations to perform as presented in the proposal. Examples might include teaming agreements, subcontracts, joint venture agreements, or other similar commitments. If the Offeror is a division or subsidiary of another company, provide an organizational chart depicting all parent and affiliated companies of the Offeror. Offerors shall provide a matrix of all subcontractors.

6. Other Information/Requirements

It is the responsibility of the Offeror to ensure that their Offer is compliant with ALL provisions of the FAR and its supplements. The Government MAY, but is not obligated to, consider an Offer that is non-compliant with any provision of the FAR and its supplements. Furthermore, the Government is NOT required to inform any Offeror that their Offer is non-compliant with the FAR or any of its supplements. Failure of an Offer to comply with any provision of the FAR and its supplements may result in the Offeror being deemed non-responsive to the solicitation.

All responsible sources may submit a proposal which will be considered by the Contracting Officer. The Offeror must be registered in the System for Award Management (SAM) database and include the assigned CAGE Code and Unique Entity ID (UEI) with their proposal.

7. Questions

Offerors shall submit any questions regarding the Combined Synopsis-Solicitation via email to the Points of Contact provided below No Later Than 12:00 PM EST on March 21, 2025.

Ronald Turing, Contract Specialist, ronald.h.turing.civ@army.mil Anielli Hipley, Contract Specialist, anielli.e.hipley.civ@army.mil

Questions submitted by a method other than email will not be accepted or answered. Questions received after the above specified cut-off date and time will be at the discretion of the Contracting Officer. Offerors should assume that questions will not be accepted or answered after the above specified cut-off date. All email inquiries shall have “Questions – RFP # W91CRB-25- R-A003” included in the subject line.

8. Interested Small Businesses shall (have/include):

• Proposal/Solicitation Number

• Cover sheet with the official company name, UEI, CAGE code, and point of contact

(POC) including name, phone number, and email address.

• Date proposal submitted to Government

• Proposal Expiration Date (valid for minimum of 120 calendar days)

• Documentation addressing the capabilities and expertise as detailed in the PWS and solicitation.

• Submit a rate sheet for each ordering period associated with the BPA.

• Submit a completed copy of the Non-Disclosure Agreement (NDA) (Attachment 4)

• An active account in the Procurement Integrated Enterprise Environment (PIEE, formerly WAWF) at https://piee.eb.mil/ to enter invoices and receiving reports, or credit card as a method of payment.

• An active account in System for Award Management (SAM, https://www.sam.gov/).

9. Instructions

Proposals shall be submitted electronically through the Department of Defense (DoD) Secure Access File Exchange (SAFE) website at https://safe.apps.mil/. The SAFE system will provide a mailto:ronald.h.turing.civ@army.mil mailto:anielli.e.hipley.civ@army.mil https://piee.eb.mil/ https://www.sam.gov/ https://safe.apps.mil/ confirmation to the sender when files are transmitted successfully. It is the responsibility of the Offeror to allow adequate time to submit proposal files before the submission deadline. Any proposal that is received in the SAFE system after the appointed deadline is “Late” and WILL NOT be considered for award. The SAFE website provides the date and time that proposals are submitted.

The Offeror’s submission shall consist of two (2) volumes as detailed below:

• Volume I Technical Proposal (Not to Exceed 25 Pages) o Cover Page o Executive Summary o Factor 1 Experience o Factor 2 Management Approach o Factor 3 Past Performance

• Volume II Price Proposal (No Page Limit) o Factor 4 Price/Cost

Format (In Print Form):

• Paper size should be 8.5” x 11”

• Single-spaced lines, including text in figures

• 1-inch margins for the body of the document

• ½ inch margins for headers and footers

• Standard, consecutive page numbering; in “page x of y pages” format of the page footer.

Font

• No smaller than Times New Roman 12-point text for the proposal and all attachments

• No smaller 10-point (New Times Roman) text for all tables and figures in the body of the proposal

Proposal pages inclusive of acronyms, appendices, cross-reference definitions, indexes, matrices table of contents, pullouts, resumes, and schedules, shall not count against page limitations cited above.

Teaming agreements do not count towards the page limitations.

The Government will not read or consider any information on pages in excess of the above page limitations. Pages exceeding the limitation will be removed from the proposal prior to evaluation.

All information shall be confined to the appropriate proposal volume. The offeror shall confine submissions to essential matters, sufficient to define the proposal in a concise manner, to permit a complete and accurate evaluation of each proposal. Proprietary information shall be clearly marked.

10. Evaluation Factors

Factor 1 Experience The Offeror shall demonstrate experience providing CRS in accordance with solicitation and PWS requirements for the Government to determine its level of confidence in the offeror’s ability to meet the contract requirements.

Offerors shall detail specific experience with utilizing court reporting services to transcribe everything spoken while a hearing is in session unless the presiding official directs an off-the-record proceeding. In those instances, take notes as required. Demonstrate the ability to record hearings properly using professional electronic-recording devices, in addition to being present at the hearing, if required.

Offerors shall not only discuss but include any supporting documentation that demonstrates contractor personnel meets the following requirements at time of award:

• Active Certification as a National Court Reports Association (NCRA) Registered

Professional Reporter (RPR), or equivalent (determination of equivalency at the discretion of EACO or KO)

• Court Reporters shall have at least one (1) year of paid professional experience in court reporting and have the necessary training and education required in Court Reporting along with adequate and appropriate court reporting equipment to produce accurate, timely, appropriately bound and indexed transcribed testimony from witnesses in the process

Factor 2 Management Approach The offeror shall address, in detail, its performance approach to support the professional support services requested. The offeror shall describe its organizational structure and management plan.

The offeror shall demonstrate how its proposed management plan will successfully perform the tasks and objectives detailed in the PWS.

The offeror shall provide a performance plan that recognizes possible performance risks, provides a comprehensive and realistic risk mitigation strategy, and describes its methods and approach to meeting the solicitation and PWS requirements with a high level of confidence of successful completion. The Government may require last minute CRS related to unanticipated White House and Pentagon events. Offerors shall provide a plan for meeting last minute requests to ensure CRS are available for Government employees requiring reasonable accommodation in accordance with EEO requirements. The plan shall contain a reasonable, realistic approach for assuming full contractual responsibility without disruption or degradation of performance.

Offerors shall address and identify any contractor personnel with a Secret Security Clearance or higher.

Factor 3 Past Performance The Government will evaluate the offeror's record of past and current performance to ascertain the probability of successfully performing the required efforts of the PWS. The offeror shall demonstrate their ability to successfully perform this requirement by providing similar past performance information. The offeror shall submit a list of up to five (5) Government contracts (prime and major subcontracts) performed or awarded during the past five (5) years, which are relevant to the efforts required by this RFP. This list of contracts shall include the contract number, contract type, award date, value, and a description of the services performed. The list of contracts shall identify the technical point of contact (TPOC), Contracting Officer's Representative (COR), Contracting Officer's Technical Representative (COTR), or equivalent, to include name, commercial and/or Defense Switched Network (DSN) telephone number, and e-mail address. The offeror shall identify any instance where the offeror has received a Termination for Default, Show Cause Notice, or Cure notice over the past three years.

Factor 4 Price/Cost The Price Volume shall consist of:

1. Price Proposal Narrative, including a Table of Contents, Summary Section and Narrative Discussion

2. Completed Microsoft Excel Price Proposal Model Workbook (Attachment 3 – Price Proposal Model Template.)

To be considered for award, all Offerors must submit a completed copy of the Price Proposal Model as well as an accompanying price narrative volume. If an offeror proposes the use of subcontractors, and proprietary data will not be shared between the Prime and any Subcontractor(s), each Subcontractor’s price proposal volume may be submitted as a sealed volume directly to the Contracting Officer and Contract Specialist in accordance with the proposal submission instructions.

The price proposal volume shall consist of all information required to support proposed prices.

The Price Proposal Volume shall consist of a Table of Contents, Summary Section, Narrative discussion, and a completed copy of the Microsoft Excel Price Proposal Model Workbook (Attachment 3 – Price Proposal Model Template). The Summary Section shall contain a brief abstract of the volume. Each Offeror shall conduct appropriate cost/price analysis to establish the cost/price fairness and reasonableness of any proposed subcontract prices and shall include evidence of the results of these analyses in the Offeror’s price proposal.

a) The Offeror shall include pricing within Attachment 3 - Price Proposal Model Template as a separate file/appendix to this volume. The green shaded cells in the template are the only places where information needs to be inputted by the offerors. Modifications or alterations to the formatting or formulas of the template are not permitted. This file shall be submitted in Microsoft Excel format—Offerors shall maintain all spreadsheet formulas as distributed by the Government and shall not convert to PDF, hide or lock cells, etc. Price Proposal spreadsheets/workbooks shall be self-contained and shall not include references to external data sources at time of submission to the Government. The estimated number of labor hours and labor types are provided by the Government within the price model. Offerors shall propose the quantity of hours prescribed by the Government within the Price Proposal Model. These hours are estimates only and are not guaranteed to be purchased by the Government under the contemplated BPA.

b) Travel/Other Direct Costs: Normalized amounts have been provided by the Government for proposal purposes. Each Offeror is to include these amounts in their proposal without alteration.

c) To address the requirements of FAR 52.219-14, Limitations on Subcontracting, each offeror’s price proposal narrative shall clearly identify any proposed subcontractors, their small business size status, and what portion of the proposed total price the subcontractors are proposed to perform.

d) Offerors are encouraged to include total and unit pricing information associated with the submitted past performance contract references as well as recent invoices supporting those prices.

e) There is no page limitation on the price proposal. The Government strongly encourages inclusion of supporting documentation and schedules necessary to substantiate the fairness and reasonableness of the proposed prices.

11. Basis for Award

Proposals will be evaluated in accordance with FAR 13.106-2 "Evaluation of Quotations or Offers." FAR 15.3 does not apply to the acquisition. The Government will conduct comparative evaluations where offerors are compared to each other to select the contractor that is best suited and provides the best overall value to the Government. The Government intends to award a contract to the Offeror whose proposal that is determined to be the most advantageous to the Government, with appropriate consideration given to the four (4) evaluation factors: Factor 1 Experience, Factor 2 Management Approach, Factor 3 Past Performance and Factor 4 Cost/Price.

The Government reserves the right to award without discussions. Additionally, the Contracting Officer reserves the right to make no award under this solicitation.

Factor 1 Experience, Factor 2 Management Approach, and Factor 3 Past Performance are of equal importance to each other. All non-cost factors are more important than Factor 4 Price/Cost.

However, price may become more important in selecting the successful firm as technical proposals become more comparable.

Adequacy of Response: The proposal will be evaluated to determine whether the offeror's methods and approach have adequately and completely considered, defined, and satisfied the PWS requirements in its entirety including the Specific Tasks identified and detailed in Part 5 of the PWS.

Feasibility of Approach: The proposal will be evaluated to determine the extent to which the offeror is expected to be able to successfully complete the proposed tasks and technical requirements within the required schedule.

Best Value Trade-Offs: The Government reserves the right to make an award to other than the low-priced firm if the superior technical solution, or the solution indicating a reduced performance risk, warrants paying a premium. The Government's objective is to obtain the highest technical quality considered necessary to achieve the performance objectives, with a fair and reasonable price.

12. Important Notes:

• The evaluation and discussion procedures at FAR subpart 15.3 Source Selection does not apply to this acquisition. The Government will conduct evaluations using comparative analysis and will follow FAR Part 13 in considering the Offerors’ responses to this solicitation.

• This is a Small-Business Set Aside.

• The company who provides the overall best value to the Government considering technical evaluation factors and price will be issued a Master BPA.

• Price lists and catalog prices can be provided as they may help with direct award under the $10K threshold.

Factor 4 – Price:

The total evaluated Price (TEP) to be used in the award determination will be the total of ALL CLINS including all ordering periods. The proposed price will not be adjectively rated. Each offeror’s proposal will be evaluated for price fairness and reasonableness, utilizing the analytical techniques and procedures prescribed in FAR 15.404-1. These techniques for evaluating an Offeror’s proposal may be used singly or in combination with others to ensure the proposed prices are fair and reasonable. The Government reserves the right to conduct price realism analysis as determined necessary by the Contracting Officer. The level of detail of the analysis conducted, and type(s) of analysis conducted will be determined by the contracting officer based on competition and other factors.

The Government intends to issue Master BPAs on five (5) 12-month ordering periods with an additional six (6) month optional extension through October 2030. To be considered for a May 2025 award, interested Companies shall submit all responses to the Contract Specialist for this requirement: Ronald Turing (ronald.h.turing.civ@army.mil) and Anielli Hipley (anielli.e.hipley.civ@army.mil) no later than April 3, 2025 at 12:00 P.M. Eastern Standard Time

(EST).

The Government reserves the right to consider past performance information available from other sources, including but not limited to, information in the Contractor Performance Assessment Reporting System (CPARS), the Past Performance Information Retrieval System (PPIRS https://ppirs.gov), and the Federal Awardee Performance and Integrity Information System (FAPIIS).

The Points of Contact (POCs) for this request are:

1. Ronald Turing, Contract Specialist, ronald.h.turing.civ@army.mil

2. Anielli Hipley, Contract Specialist, anielli.e.hipley.civ@army.mil

3. Shantice Wright, Contracting Officer, shantice.m.wright.civ@army.mil mailto:ronald.h.turing.civ@army.mil mailto:anielli.e.hipley.civ@army.mil https://ppirs.gov/ mailto:ronald.h.turing.civ@army.mil mailto:anielli.e.hipley.civ@army.mil mailto:shantice.m.wright.civ@army.mil

Attachments:

• Attachment 1 - Performance Work Statement (PWS)

• Attachment 2 - Quality Assurance Surveillance Plan (QASP)

• Attachment 3 - Price Proposal Model Template

• Attachment 4 - Non-Disclosure Agreement (NDA)

13. Solicitation Provisions and Clauses

FAR 52.203-16 Preventing Personal Conflicts of Interest (Jun 2020) FAR 52.204-2 Security Requirements (Mar 2021) FAR 52.204-7 System for Award Management (Nov 2024) FAR 52.204-9 Personal Identity Verification of Contractor Personnel (Nov 2011) FAR 52.204-13 System for Award Management Maintenance (Oct 2018) FAR 52.204-16 Commercial and Government Entity Code Reporting (Aug 2020) FAR 52.204-18 Commercial and Government Entity Code Maintenance (Aug 2020) FAR 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Nov 2021) FAR 52.212-1 Instructions to Offerors-Commercial Products and Commercial Services (Sep 2023) FAR 52.219-8 Utilization of Small Business Concerns (Feb 2024) FAR 52.219-14 Limitations on Subcontracting (Oct 2022) FAR 52.222-26 Equal Opportunity (Sep 2016) FAR 52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving (May 2024) FAR 52.232-33 Payment by Electronic Funds Transfer-System for Award Management (Oct 2018) FAR 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) FAR 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013) FAR 52.243-1 ALT I Changes-Fixed-Price (Alternate I) (Mar 1984) FAR 52.245-9 Use and Charges (Mar 2012) FAR 52.252-6 Authorized Deviations in Clauses (Nov 2020) DFARS 252.201-7000 Contracting Officer's Representative (Dec 1991) DFARS 252.203-7000 Requirements Relating to Compensation of Former DoD Officials (Sep 2011) DFARS 252.203-7002 Requirement to Inform Employees of Whistleblower Rights (Dec 2022) DFARS 252.203-7005 Representation Relating to Compensation of Former DoD Officials (Sep 2022) DFARS 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting (May 2024) DFARS 252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services (Jan 2023) DFARS 252.232-7010 Levies on Contract Payments (Dec 2006) DFARS 252.244-7000 Subcontracts for Commercial Products or Commercial Services (Nov 2023) DFARS 252.204-7003 Control of Government Personnel Work Product (Apr 1992) DFARS 252.227-7016 Rights in Bid or Proposal Information (Jan 2023)

DFARS 252.227-7022 Government Rights (Unlimited) (Mar 1979) DFARS 252.243-7001 Pricing of Contract Modifications (Dec 1991) DFARS 252.243-7002 Requests for Equitable Adjustment (Dec 2022)

FAR 52.217-8 Option to Extend Services (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of clause)

FAR 52.217-9 Option to Extend the Term of the Contract (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 5 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 66 Months.

FAR 52.212-4 Contract Terms and Conditions-Commercial Products and Commercial Services (Nov 2023)

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.

(a) 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.

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

(c) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(d) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(e) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(f) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices.

An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay https://www.acquisition.gov/far/52.233-1#FAR_52_233_1 https://www.acquisition.gov/far/52.202-1#FAR_52_202_1 https://www.acquisition.gov/far/52.232-33#FAR_52_232_33 https://www.acquisition.gov/far/52.232-34#FAR_52_232_34 by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act ( 31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(g) 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.

(h) Payment.-

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act ( 31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212- 5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

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

(6) Interest.

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.

(i) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(ii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if–

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title31-section3903&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title31-section3903&num=0&edition=prelim https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-section7109&num=0&edition=prelim https://www.acquisition.gov/far/33.211#FAR_33_211 https://www.acquisition.gov/far/32.607-2#FAR_32_607_2

(iii) 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.

(iv) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(v) 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.

(vi) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(i) 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.

(j) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(k) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(l) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law.

If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(m) 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.

(n) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

https://www.acquisition.gov/far/32.608-2#FAR_32_608_2

(o) 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.

(p) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(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 contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(s) [Reserved]

(t) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation ( 31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(u) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title31-section1352&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title18-section431&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title40-chapter37&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter87&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title49-section40118&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter21&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title31-section1341&num=0&edition=prelim

FAR 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders-Commercial Products and Commercial Services (Jan 2025)

(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).

(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).

https://www.acquisition.gov/far/52.203-19#FAR_52_203_19 https://www.acquisition.gov/far/52.204-23#FAR_52_204_23 https://www.acquisition.gov/far/52.204-25#FAR_52_204_25 https://www.acquisition.gov/far/52.209-10#FAR_52_209_10 https://www.acquisition.gov/far/52.232-40#FAR_52_232_40 https://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title31-section3903&num=0&edition=prelim https://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title10-section3801&num=0&edition=prelim https://www.acquisition.gov/far/52.233-3#FAR_52_233_3 https://www.acquisition.gov/far/52.233-4#FAR_52_233_4 https://www.acquisition.gov/far/52.203-6#FAR_52_203_6 https://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title10-section4655&num=0&edition=prelim https://www.acquisition.gov/far/52.203-13#FAR_52_203_13 https://www.acquisition.gov/far/52.203-15#FAR_52_203_15 https://www.acquisition.gov/far/52.203-17#FAR_52_203_17 https://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-section4712&num=0&edition=prelim https://www.acquisition.gov/far/3.900#FAR_3_900 https://www.acquisition.gov/far/52.204-10#FAR_52_204_10 http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/52.204-14#FAR_52_204_14 https://www.acquisition.gov/far/52.204-15#FAR_52_204_15 https://www.acquisition.gov/far/52.204-27#FAR_52_204_27 https://www.acquisition.gov/far/52.204-28#FAR_52_204_28 https://www.govinfo.gov/link/plaw/115/public/390

(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, Proposed for Debarment, or Voluntarily Excluded. (JAN 2025) ( 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 (JAN 2025)( 15 U.S.C. 637(d)(2) and (3)).

(21)

(i) 52.219-9, Small Business Subcontracting Plan (JAN 2025) ( 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 (JAN 2025) 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)).

(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, Postaward Small Business Program Representation (JAN 2025) (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) https://www.acquisition.gov/far/52.204-30#FAR_52_204_30 https://www.govinfo.gov/link/plaw/115/public/390 https://www.acquisition.gov/far/52.204-30#FAR_52_204_30 https://www.acquisition.gov/far/52.209-6#FAR_52_209_6 https://www.govinfo.gov/link/uscode/31/6101 https://www.acquisition.gov/far/52.209-9#FAR_52_209_9 http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-section2313&num=0&edition=prelim https://www.acquisition.gov/far/52.219-3#FAR_52_219_3 http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title15-section637a&num=0&edition=prelim https://www.acquisition.gov/far/52.219-4#FAR_52_219_4 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 https://www.acquisition.gov/far/52.219-8#FAR_52_219_8 https://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title15-section637&num=0&edition=prelim https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title15-section637&num=0&edition=prelim https://www.acquisition.gov/far/52.219-9#FAR_52_219_9…