C9 HQ0516-22-R-0031 Combined Synopsis..pdf

COMBINED SYNOPSIS/SOLICITATION:

HQ0516-21-R-0031

Title: Viacom CBSs Inc - Television Programming

Description(s): Combined Synopsis/Solicitation

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued.

RFQ DUE DATE: The RFQ due date for responses is no later than 10:00 a.m. (ET), Tuesday, 29 August 2022

a. Solicitation Number: HQ0516-22-R-0031 is being issued as a Request for Proposal (RFP) and incorporates the following with the word "quoter" substituted for "offeror".

b. Provisions and clauses are those in effect through both Federal Acquisition Circular 2022-06, effective 26 May 2022 and DFARS Change Notice 23 June 2022.

c. This procurement is brand name or equal associated with NAICS Code 512120 with a size standard of $34.5M employees.

d. Review the following clauses incorporated by reference and clauses incorporated by full text and answer any questions that may be contained in the clauses.

Approval:

Contracting Officer Date:

8/1/2022

INSTRUCTIONS & CONTRACT AWARD

INSTRUCTIONS TO VENDORS

Proposals shall include all of the following information in order to be considered for award:

(1) Price Proposal

(2) Completed FAR Provisions 52.204-24 and 52.204-26

(3) Administrative Information:

a) GSA Schedule Number (if applicable)

b) Point of Contact name, phone number, and email address;

c) Tax identification number (TIN);

d) SAM UEI Number; and

e) CAGE Code

Note: All vendors must be actively registered in www.SAM.Gov to receive award.

EVALUATION and CONTRACT AWARD

a. Award will be made to the contractor whose quote is determined to represent the overall best value to the Government using an LPTA evaluation process. The evaluation factors identified below will be used in the determination of technical acceptability.

b. The Government will evaluate the lowest price technically acceptable (LPTA) quote. If the lowest price quote is determined to be technically acceptable and otherwise properly awardable, award will be made to that contractor.

(1) Quotes will be evaluated using Exhibit 1:

Exhibit 1 – Evaluation Table Acceptable: A quotation is acceptable if it demonstrates to the government evaluators that the contractor proposed products meet the requirements outlined in the RFQ.

Unacceptable: A quotation will be deemed unacceptable if the contractor’s proposed items do not meet the product’s requirements as outlined in the RFQ.

(2) Price Proposal shall clearly indicate a total price for meeting all requirements within the contract line items numbers (CLINs). All proposed pricing details shall be included only in the Price Quote and not in any other sections of the quote.

Note: All vendors must be actively registered in https://sam.gov/ to be eligible for award.

c. All proposals received in response to this RFP shall remain valid for 90 calendar days from the quote due date below.

Statement of Work & Licensing Agreement as of 3 August 2022

Contract Number: TBD Task Order Number: N/A Tracking Number: HQ0516-22-R-0031 Follow-on to Previous Contract Number: HQ0516-17-C-0025

1. Contracting Officer Representative (COR).

Primary COR.

Name:

Organization: AFN-BC (DMA-Riverside) Department of Defense (DoD) Activity Address Code

(DODAAC):

HQ0030

Address: 23755 Z Street, Riverside CA 92518 Phone Number:

E-Mail Address:

2. Contract Title. Television Programming for American Forces Network

3. Background. The American Forces Network- Broadcast Center located in Riverside, California, provides stateside radio and television programming – “a touch of home” – to approximately one million U.S. service men and women, DoD civilians and their families serving outside the United States in 175 countries and aboard 140 Navy ships at sea. The AFN-BC affiliates receive programs from AFN-BC via a fully encrypted satellite transmission (currently Cisco Systems/Scientific Atlanta’s PowerVu Plus) and/or by mail to authorized AFN television outlets outside the contiguous United States. The programs are for their non-commercial distribution/ presentation via television broadcast frequencies, encrypted, digitally compressed satellite transmission, and/or limited closed-circuit distribution systems.

4. Objectives. The objective of this requirement is to provide AFN television services with programming received from the distribution rights holder, ViacomCBS Inc (“ViacomCBS” or “Contractor”).

5. Scope. The scope of the work requires permission for AFN to broadcast each program or portions of programs that is limited to such rights as ViacomCBS may actually have upon the date a request for permission to record and/or distribute such program is granted.

6. Specific Tasks.

6.1 Task 1 – Program Delivery & License Agreement

The Contractor shall provide AFN access, distribution and technical/program support services (i.e. formats, promotional materials, associate director listen lines) only to those programs to which the Contractor has the distribution rights. Should AFN request that the Contractor provide feeds of programming to which the Contractor does not hold distribution rights, such as sports, awards shows and other programming for which third parties own distribution rights, and for which ViacomCBS maintains all other rights related to the broadcast of such programming, AFN shall obtain from the underlying program rights holder such additional distribution rights, to include authorizations and clearances necessary to enable AFN to broadcast such programming. The Contractor shall make reasonable efforts to advise AFN of the underlying rights holders but failure to do so will not relieve AFN of its obligation to secure needed permission for distribution. It will be the responsibility of AFN to provide the Contractor with documented evidence of such distribution clearances and/or other associated rights when necessary.

AFN may only record, process and broadcast television programming distributed by the Contractor which has been authorized by the Contractor for AFN use.

AFN shall obtain all authorizations and clearances necessary to enable it to broadcast each program.

Specifically, AFN will obtain all necessary union and guild clearances for its use of each program from the owners of music, literary rights and other properties included in the program. ViacomCBS, shall make reasonable efforts to advise AFN of the persons, firms or corporations from whom AFN must obtain clearances pursuant hereto, but ViacomCBS’s failure to do so shall not relieve AFN of its obligation under the provisions of this paragraph.

Programs which ViacomCBS is marketing in foreign countries will not be used by AFN in a manner which will interfere with ViacomCBS’s commercial efforts.

At the request of the Contractor, AFN will promptly discontinue the use of any specified program or series of programs. Upon notice from the Contractor, AFN will delete any program the Contractor deems inappropriate, for whatever reason, to televise in any geographic region. When a program or series of programs is discontinued then the parties will negotiate in good faith for replacement programming of comparable value as a substitute for the program(s) that was discontinued or a reduction in the price of the affected delivery order. In the event ViacomCBS discovers that through no fault of ViacomCBS, the license held by its licensor has been declared invalid, or any other problems beyond ViacomCBS’s control creates a situation in which ViacomCBS cannot deliver the titles included herein, ViacomCBS may request that the Contracting Officer authorize substitution(s) of other titles(s). However, AFN is under no obligation to accept offered substitute title(s). In the event AFN agrees to authorize substitution of title(s), AFN will issue a bilateral (two-party signature) modification agreeing to the submission. Notice will be sent to the COR.

6.2 Task 2 - Delivery of Media.

The Contractor shall deliver all available media by the specified delivery date and then deliver remaining episodes on a weekly/monthly basis, until receipt of all available episodes. Materials for already completed seasons should be delivered in one shipment by the specified delivery date. If the format or method specifications are different from the formats and methods historically provided by Contractor to AFN, Media Management shall be contacted to confirm format and delivery method specifications. Contact the COR at 951-413-2296 or Alternate COR at 951-413-2574 or via email to dma.march.afrts.list.dpti-media- management@mail.mil.

The delivery mechanism for licensed programming ordered by AFN shall be decided by the mutual agreement of the parties consisting of one of the following mechanisms.

1. Digital Transfer from the licensor using File Transfer Protocol (FTP). Currently this is the delivery mechanism and digital format preferred by AFN.

2. Direct decoder authorization downlink with the licensor’s domestic distribution network or third-party distribution feed (e.g., CBS, NBC, Fox).

3. Record from a third-party commercial satellite platform (e.g., DirecTV, over-the-air broadcast) subject to AFN also receiving prior approval from the third-party.

Approval may take the form of an email or other written means to document the approval.

4. Delivery, at Viacom Inc.’s sole expense, physical media to include tapes, hard drives and/or DVD’s in ATSC formats.*

In the future other media formats may prove to be mutually beneficial and may be employed by the mutual consent of the parties.

7. Performance Standards.

Performance Standard Acceptable Quality Level (AQL) Method of Surveillance Subtask 6.2 – Media shall be broadcast quality;

English version meeting NTSC technical standards including Closed Captioning and meets broadcast network television content standards.

Materials contain required information and are delivered on time at least 90% of the time.

Revisions that occur are minor and are resolved in a satisfactory manner.

Quality checked for any technical issues.

8. Place of Performance. The work will be performed at the AFN Broadcast Center, Riverside, CA.

No travel is required in order to perform the tasks in the SOW.

9. Period of Performance and Termination. The period of performance is for a one-year base year and four (4) option years. This agreement may be terminated upon 30 days written notice by either party. This contract contains the entire understanding of the parties and cannot be changed or terminated orally.

10. Delivery Schedule.

SOW

Task#

Deliverable Title

Format Due Date Distribution/Copies Frequency and

Remarks

6.2 Programs Contactor’s format Per delivery

order

Contact dma.march.afrts.list. dpti-media-management@mail. mil to determine.

Per delivery order

*Standard Distribution: 1 copy of the transmittal letter without the deliverable to the KO; 1 copy of the transmittal letter with the deliverable to the Primary COR.

11. Security Requirements.

11.1 Television programming made available to AFN by ViacomCBS will be cleared for transmission by AFN through standard broadcast, satellite, or closed-circuit distribution systems.

To ensure the security of program material distributed by satellite transmission, The AFN-BC affiliates receive programs from AFN-BC via a fully encrypted satellite transmission (currently Cisco Systems/Scientific Atlanta's PowerVu Plus).

11.2 AII recordings will remain in the custody and control of AFN and will be restricted to non-commercial use on AFN stations and outlets authorized by the Department of Defense, which includes U.S. Navy and Coast Guard ships equipped with closed-circuit television facilities. The use of programming materials, in whole or part, for any other purpose is prohibited. Programming provided to AFN stations overseas via satellite from AFN may be recorded for delayed telecast only as authorized by AFN.

The same security measures will apply to duplicate copies as to original videotape recordings. All copies will be erased as soon as local station operational requirements are met. Reproduction shall be accomplished only to the extent required to support the distribution of the programming and may be performed by AFN personnel or by commercial duplication contractors at the option of AFN, when applicable. Commercial duplication contractors are required to certify to AFN that they adhere to media industry procedures and standards for control and security of all master and duplicated media. All copies will be erased or destroyed at the end of the rights period.

11.3 AFN assures it shall protect the integrity of all news, news analysis, commentary programs and special reports. No change will be made in the editorial content of programming materials used. AFN retains the right to delete a program in its entirety when a segment or the entire program contains material that may be offensive to a host nation. Each program will be broadcast exactly as originally telecast except that ViacomCBS shall permit AFN to prepare programming for television presentation and to delete, as necessary, dated references and/or extraneous material from programs to accommodate delayed airing in various time zones.

Extraneous material may be, but is not limited to, commercials, promos for programs not carried by AFN, delays in sports telecasts, etc. Program credits, including copyright notices and networks logos will not be deleted. DoD directives prohibit AFN from editing programming to alter storyline, composition, or intent of editorial content.

12. Government-Furnished Equipment (GFE)/Government-Furnished Information (GFI). N/A

13. Other Pertinent information or Special Considerations.

a. Identification of Possible Follow-on Work. N/A

b. Identification of Potential Conflicts of Interest (COI). N/A

c. Identification of Non-Disclosure Requirements. N/A

d. Packaging, Packing and Shipping Instructions. N/A

e. Inspection and Acceptance Criteria. N/A

f. Property Accountability. N/A

14. Section 508 Accessibility Standards. The following Section 508 Accessibility Standard(s) (Technical

Standards and Functional Performance Criteria) are applicable (if box is checked) to this acquisition.

Technical Standards

1194.21- Software Applications and Operating Systems

1194.22 - Web Based Intranet and Internet Information and Applications

1194.23 - Telecommunications Products

X 1194.24 - Video and Multimedia Products

1194.25 - Self-Contained, Closed Products

1194.26 - Desktop and Portable Computers

1194.41 - Information, Documentation and Support

The Technical Standards above facilitate the assurance that the maximum technical standards are provided to the Offerors. Functional Performance Criteria is the minimally acceptable standards to ensure Section 508 compliance. This block is checked to ensure that the minimally acceptable electronic and information technology (E&IT) products are proposed.

Functional Performance Criteria

1194.31 - Functional Performance Criteria

The Technical Standards above facilitate the assurance that the maximum technical standards are provided to the Offerors.

COPYRIGHT DISPUTES

If at any time during the delivery schedule or subsequent broadcast period, a dispute arises between Viacom Inc. and a party other than AFN regarding the copyrights and/or distribution/presentation rights covered by this contract, Viacom Inc. shall immediately notify the Contracting Officer of the name and address of the party, the nature of the dispute and all facts related to the dispute. Failure to advise the Contracting Officer of any such dispute, or continuing status or final resolution may be regarded as a breach of Contract and result in termination for cause.

AUTHORIZED SUBSTITUTION(S):

(1) In the event ViacomCBS. discovers that a production has been cancelled, or through no fault of the Contractor’s the license held by its licensor has been declared invalid, or another problem beyond ViacomCBS control create a situation in which the Contractor cannot deliver the titles included herein, the Contractor may request that the Contracting officer authorize substitution(s) of other titles(s). However, AFN is under no obligation to accept offered substitute title(s).

REPRODUCTION - Reproduction shall be accomplished only to the extent required to support the distribution of the programming and may be performed by Government personnel or by commercial duplication contractors at the option of AFN, when applicable. Commercial duplication contractors are required to certify to AFN that they adhere to media industry procedures and standards for control and security of all master and duplicated media. All copies will be deleted, erased or destroyed at the end of the rights period.

PROMOTIONAL SUPPORT - ViacomCBS. shall supply any promos or trailers that may be available along with program promotional copy and publicity information. The Contractor also grants rights to AFN to utilize clips from programming to produce its own promotion. Contractor shall provide episode sequencing instructions, broadcast/cablecast dates and storylines/synopses for all programs.

EDITING - Each program will be broadcast exactly as originally telecast except that the Contractor shall permit AFN to prepare programming for television presentation and to delete, as necessary, dated references and/or extraneous material from programs to accommodate delayed airing in various time zones. Extraneous material may be, but is not limited to, commercials, promos for programs not carried by AFN, delays in sports telecasts, etc. Program credits, including copyright notices and networks logos will not be deleted. DoD directives prohibit AFN from editing programming to alter storyline, composition, or intent of editorial content.

PACKAGING - Videotapes shall be boxed or enclosed in a standard high-impact shipping container having a locking device to prevent accidental opening.

MARKING - Each package delivered must contain a shipping document stating AFN’s contract number and the name of ViacomCBS. Each Videotape must be labeled with the title/subtitle and production/issue number.

CORRECTING DEFECTIVE MATERIAL - ViacomCBS. shall be responsible for correcting all deficiencies up to the time of final inspection and acceptance by replacing defective material or shall give a refund or credit or substitute programming at AFN’s option. Replacement or substitution shall be accomplished within five business days after notification by AFN.

DELIVERIES – All physical media shall be delivered between the hours of 8:00 A.M. and 4:00 P.M., Monday through Friday, except for federal holidays, to the following address:

American Forces Network-Broadcast Center Television Media Inventory (Kimberly Hernandez) 23755 Z Street Riverside, CA 92518-2017

AFN Content Protection and Signal Distribution Addendum

The American Forces Network (AFN) will use industry-standard signal encryption and digital content protection methodologies in all end-to-end transport and delivery systems for linear, satellite-delivered content, and for all Over-the-Top (OTT) and streaming applications. All subcontractors operating digital streaming platforms and/or last-mile linear distribution systems under contract to an entity of the United States Government (USG) for American forces stationed outside of the United States, its territories or possessions, are contractually required to maintain the same.

AFN will employ conditional access protocols to verify the eligibility of each audience member against information stored within official Department of Defense (DoD) and other USG personnel databases. Individuals whose eligibility cannot be ascertained or validated will be denied access.

Eligible audience members must renew their eligibility annually or their access will be terminated. AFN will employ automated revalidation methods that check audience member eligibility against official DoD and/or other USG personnel databases every 30 days on delivery platforms technically capable of performing this action.

AFN shall employ industry-standard commercially-available security systems and procedures that are designed to prevent the theft, pirating and unauthorized access, distribution and use of all content. Such systems shall be no less protective than those used for any other content on AFN. All content and security solution licenses, keys, tokens, and certificates shall only be handled by authorized individuals and stored and handled in secure, limited-access controlled facilities.

If the Supplier identifies any website, network, service, application, device, entity or person that is not authorized hereunder but is exploiting the content, AFN will use industry-standard commercially available and reasonable efforts to block or otherwise prevent such exploitation and use, and will cooperate with the Supplier in connection with the same.

Any terms and conditions, such as terms of service, that apply to end users of the AFN TV Platform shall not exceed the scope of rights granted by the Supplier to AFN with respect to viewing and usage of the Content by such end users. Notwithstanding the foregoing, the Supplier reserves all of its rights and remedies under law and in equity against all end users and any other parties who infringe or violate the Supplier’s rights with respect to the Content. AFN shall maintain the ability to suspend and/or permanently revoke an authorized audience member’s access to content due to misuse or violation of our terms of service.

The AFN linear service will employ Cisco PowerVu and/or Verimatrix VCAS version 4.1 or higher Digital Rights Management (DRM) solutions. The AFN Now streaming service will employ the following DRM formats; Apple FairPlay; which uses AES-128 CBCS Encryption. Google Widevine and Microsoft Playready; which both use AES-128 CENC encryption. No asset will be served without one of these three DRM methods being enforced and AFN shall not employ HLS with AES-128 in connection with the Content.

Effective June 16, 2021 OPR: AFN Operations, Fort Meade Cancels and replaces all previous versions

Digital Rights

AFN shall be granted “catch up” rights for episodic programming allowing the airing of the last five (5) episodes to live on the AFN Now video-on-demand platform. Moreover, specials will be available for fourteen (14) days and movie titles will be available for thirty (30) days after premiere on the AFN Now video-on-demand platform. Movie titles shall be rotated on and off the AFN Now service during their contracted license period, (ex. a title licensed for 5 years/10 runs on the linear platform may be scheduled on the AFN Now video-on-demand platform no more than 10 times over the 5-year license period).

For the sake of clarity, no programming will air on the AFN Now video-on-demand platform until after the applicable US broadcast premiere.

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1 Years

Programing

FFP

The Contractor shall provide broadcast rights to its television programming licensed by Contractor aired on various channels throughout the United States to AFN-BC to reproduce and distribute, provide live feeds or recorded copies of authorized programs, and provide access to affiliate information data networks and/or websites. License Agreement. License Period: September 1, 2022 through August 31, 2023. The minimum number of hours is 450 and the maximum number of hours is 600.

FOB: Destination

PURCHASE REQUEST NUMBER: HQ0516222126

PSC CD: 6770

NET AMT

OPTION

FFP

The Contractor shall provide broadcast rights to its television programming licensed by Contractor aired on various channels throughout the United States to AFN-BC to reproduce and distribute, provide live feeds or recorded copies of authorized programs, and provide access to affiliate information data networks and/or websites. License Agreement. License Period: September 1, 2023 through August 31, 2024. The minimum number of hours is 450 and the maximum number of hours is 600.

FOB: Destination

The Contractor shall provide broadcast rights to its television programming licensed by Contractor aired on various channels throughout the United States to AFN-BC to reproduce and distribute, provide live feeds or recorded copies of authorized programs, and provide access to affiliate information data networks and/or websites. License Agreement. License Period: September 1, 2024 through August 31, 2025. The minimum number of hours is 450 and the maximum number of hours is 600.

FOB: Destination

The Contractor shall provide broadcast rights to its television programming licensed by Contractor aired on various channels throughout the United States to AFN-BC to reproduce and distribute, provide live feeds or recorded copies of authorized programs, and provide access to affiliate information data networks and/or websites. License Agreement. License Period: September 1, 2025through August 31, 2026. The minimum number of hours is 450 and the maximum number of hours is 600.

FOB: Destination

The Contractor shall provide broadcast rights to its television programming licensed by Contractor aired on various channels throughout the United States to AFN-BC to reproduce and distribute, provide live feeds or recorded copies of authorized programs, and provide access to affiliate information data networks and/or websites. License Agreement. License Period: September 1, 2026 through August 31, 2027. The minimum number of hours is 450 and the maximum number of hours is 600.

FOB: Destination

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 1001 Destination Government Destination Government 2001 Destination Government Destination Government 3001 Destination Government Destination Government 4001 Destination Government Destination Government

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 01-SEP-2022 TO

31-AUG-2023

N/A HQ0030 AFN-BC

TBD

23755 Z STREEET

RIVERSIDE CA 92518

: TBD

FOB: Destination

HQ0030

1001 POP 01-SEP-2023 TO

31-AUG-2024

N/A (SAME AS PREVIOUS LOCATION)

2001 POP 01-SEP-2024 TO

31-AUG-2025

N/A (SAME AS PREVIOUS LOCATION)

3001 POP 01-SEP-2025 TO

31-AUG-2026

N/A (SAME AS PREVIOUS LOCATION)

4001 POP 01-SEP-2026 TO

31-AUG-2027

N/A (SAME AS PREVIOUS LOCATION)

CLAUSES INCORPORATED BY REFERENCE

52.202-1 Definitions JUN 2020 52.203-3 Gratuities APR 1984 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper

MAY 2011

52.204-13 System for Award Management Maintenance OCT 2018

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

AUG 2020

52.212-4 Contract Terms and Conditions--Commercial Items OCT 2018 52.222-50 Combating Trafficking in Persons OCT 2020 52.225-25 Prohibition on Contracting with Entities Engaging in

Certain Activities or Transactions Relating to Iran-- Representation and Certifications.

JUN 2020

52.242-13 Bankruptcy JUL 1995 52.243-1 Changes--Fixed Price AUG 1987 52.247-34 F.O.B. Destination NOV 1991 52.253-1 Computer Generated Forms JAN 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7002 Requirement to Inform Employees of Whistleblower Rights

SEP 2013

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting

DEC 2019

252.204-7017 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services -- Representation

DEC 2019

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services

DEC 2019

252.204-7020 NIST SP 800-171 DoD Assessment Requirements NOV 2020 252.225-7012 Preference For Certain Domestic Commodities DEC 2017 252.232-7003 Electronic Submission of Payment Requests and

Receiving Reports

DEC 2018

252.232-7006 Wide Area WorkFlow Payment Instructions DEC 2018 252.232-7010 Levies on Contract Payments DEC 2006 252.243-7001 Pricing Of Contract Modifications DEC 1991

CLAUSES INCORPORATED BY FULL TEXT

52.0100-4028 CONTRACT CONTACT INFORMATION (DMA)(OCT 2008

In order to expedite administration of this contract/order, the following delineation of duties is provided including the names, addresses and phone numbers for each individual or office as specified. The individual/position designated as having responsibility should be contacted for any questions, clarifications or information regarding the functions assigned.

PROCURING CONTRACTING OFFICER (PCO) is responsible for:

a. All pre-award information, questions, or data,

b. Freedom of Information inquiries,

c. Change/question/information regarding the scope, terms or conditions of the basic contract document, and/or

d. Arranging the post award conference (see FAR 42.503).

Acquisition and Procurement - Defense Media Activity Contracting Officer

TBD

Defense Media Activity (DMA)

TBD

Contractor Information:

TBD

METHOD OF PAYMENT: Invoices for materials shall be submitted electronically through Wide Area Workflow (WAWF). The Government anticipates paying fully certified invoices on a Net 30-day basis.

Payment of fully certified invoices for partial delivers of material is hereby authorized. Distribution of payment will be made by Electronic Funds Transfer (EFT) to the contractor’s account. It is the responsibility of the contractor to review such accounts to ensure that payment has been reviewed.

SALES TAX EXEMPTION: The Contractor is hereby advised that the United States Government and Agencies are exempt from State and Local Government Tax by virtue of Article 6 of the United States Constitution. No exemption certificate is required.

(End of Local Instruction)

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

EXECUTIVE ORDERS--COMMERCIAL ITEMS (NOV 2020)

(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 items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

(5) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or

Executive orders applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.)

X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

____ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (JUN 2020) (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) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) [Reserved]

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

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

X (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).

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

____ (10) [Reserved]

____ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C.

657a).

____ (ii) Alternate I (MAR 2020) of 52.219-3.

____ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C.

657a).

____ (ii) Alternate I (MAR 2020) of 52.219-4.

____ (13) [Reserved]

X (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

____ (ii) Alternate I (MAR 2020) of 52.219-6.

____ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

____ (ii) Alternate I (MAR 2020) of 52.219-7.

X (16) 52.219-8, Utilization of Small Business Concerns (OCT 2018) (15 U.S.C. 637(d)(2) and (3)).

____ (17)(i) 52.219-9, Small Business Subcontracting Plan (JUN 2020) (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 (JUN 2020) of 52.219-9.

____ (18) (i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

____ (ii) Alternate I (MAR 2020) of 52.219-13.

____ (19) 52.219-14, Limitations on Subcontracting (MAR 2020) (15 U.S.C. 637(a)(14)).

X (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

____ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (MAR 2020) (15 U.S.C. 657f).

X (22) (i) 52.219-28, Post Award Small Business Program Representation (NOV 2020) (15 U.S.C.

632(a)(2)).

____ (ii) Alternate I (MAR 2020) of 52.219-28.

____ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (MAR 2020) (15 U.S.C. 637(m)).

____ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (MAR 2020) (15 U.S.C. 637(m)).

____ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C.

644(r)).

X (26) 52.219-33, Nonmanufacturer Rule (MAR 2020) (15 U.S.C. 637(a)(17)).

X (27) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

____(28) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JAN 2020) (E.O. 13126).

X (29) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

X (30)(i) 52.222-26, Equal Opportunity (SEPT 2016) (E.O. 11246).

____ (ii) Alternate I (FEB 1999) of 52.222-26.

____ (31)(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

____ (ii) Alternate I (JUL 2014) of 52.222-35.

____ (32)(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.

____ (33) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

X (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

X (35)(i) 52.222-50, Combating Trafficking in Persons (OCT 2020) (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).

____ (36) 52.222-54, Employment Eligibility Verification (OCT 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

____ (37)(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.)

____ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

____ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

____ (40) (i) 52.223-13, Acquisition of EPEAT® Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

____ (ii) Alternate I (OCT 2015) of 52.223-13.

____ (41)(i) 52.223-14, Acquisition of EPEAT® Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

____ (ii) Alternate I (JUN 2014) of 52.223-14.

____ (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C. 8259b).

____ (43)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

____ (ii) Alternate I (JUN 2014) of 52.223-16.

X (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O. 13513).

____ (45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

____ (46) 52.223-21, Foams (JUN 2016) (E.O. 13693).

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

____ (ii) Alternate I (JAN 2017) of 52.224-3.

____ (48) 52.225-1, Buy American--Supplies (MAY 2014) (41 U.S.C. chapter 83).

____ (49) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (MAY 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 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 (MAY 2014) of 52.225-3.

____ (iii) Alternate II (MAY 2014) of 52.225-3.

____ (iv) Alternate III (MAY 2014) of 52.225-3.

____ (50) 52.225-5, Trade Agreements (OCT 2019) 19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X (51) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (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. 2302 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).

____ (55) 52.229-12, Tax on Certain Foreign Procurements (JUN 2020).

____ (56) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C.

4505, 10 U.S.C. 2307(f)).

____ (57) 52.232-30, Installment Payments for Commercial Items (JAN 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

____ (58) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (OCT 2018) (31 U.S.C. 3332).

____ (59) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management

(JUL 2013) (31 U.S.C. 3332).

____ (60) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

____ (61) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

____ (62) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(13)).

____ (63)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

____ (ii) Alternate I (APR 2003) of 52.247-64.

____ (iii) Alternate II (FEB 2006) 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 items:

(Contracting Officer check as appropriate.)

_____ (1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

_____ (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).

_____ (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 Under Executive Order 13658 (NOV 2020) (E.O. 13658).

_____ (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (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 items. 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 (JUN 2020) (41 U.S.C. 3509).

(ii) 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)).

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(iv) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115-232).

(v) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (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.

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

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

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

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

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

(xi) 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.

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

(xiii) _____ (A) 52.222-50, Combating Trafficking in Persons (OCT 2020) (22 U.S.C. chapter 78 and E.O. 13627).

_____ (B) Alternate I (March 2, 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

(xiv) 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.)

(xv) 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)

(xvi) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989).

(xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (NOV 2020) (E.O. 13658).

(xviii) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706).

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

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

(xx) 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.

2302 Note).

(xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (JUN 2020) (42 U.S.C.

1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C.

Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of clause)

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 prior to contract expiration.

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;

provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

52.219-33 NONMANUFACTURER RULE (MAR 2020) (DEVIATION 2020-O0008)

(a) Definitions. As used in this clause— “Manufacturer” means the concern that transforms raw materials, miscellaneous parts, or components into the end item. Concerns that only minimally alter the item being procured do not qualify as manufacturers of the end item. Concerns that add substances, parts, or components to an existing end item to modify its performance will not be considered the end item manufacturer, where those identical modifications can be performed by and are available from the manufacturer of the existing end item.

“Nonmanufacturer” means a concern, including a supplier, that provides an end item it did not manufacture, process, or produce.

(b) Applicability.

(1) This clause does not apply to contracts awarded pursuant to the unrestricted portion of a partial set-aside or to a contractor that is the manufacturer of the product or end item.

(2) This clause applies to—

(i) Contracts that have been awarded pursuant to a competitive 8(a) procurement;

(ii) Contracts that have been awarded on a sole-source basis in accordance with subpart 19.8; and

(iii) Orders competed among 8(a) participants under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F); and

(iv) Orders issued directly to an 8(a) participant under multiple-award contracts as described in 19.504(c)(1)(ii).

(c) Requirements.

(1) The Contractor shall—

(i) Provide an end item that a small business has manufactured, processed, or produced in the United States or its outlying areas;

(ii) Be primarily engaged in the retail or wholesale trade and normally sell the type of item being supplied; and

(iii) Take ownership or possession of the item(s) with its personnel, equipment, or facilities in a manner consistent with industry practice; for example, providing storage, transportation, or delivery.

(2) For contracts or orders for multiple end items, at least 50 percent of the total value of the contract or order…