Combined Solicitation and Synopsis - N0018926QB054.pdf

The Naval Supply Systems Command (NAVSUP) Fleet Logistics Center (FLC) Norfolk, Contracting Department, BUMED intends to acquire, via sole source acquisition, a Canvas Learning Management System (LMS) subscriptions, integrated modules and associated implementation services. This acquisition is in support of The Naval Postgraduate Dental School (NPDS).

It is the intent of the Government to process this procurement under FAR Part 12 procedures and to ultimately award a firm fixed priced (FFP) purchase order on a sole-source basis to Instructure, INC. Performance is anticipated to begin on 1 May 2026 through 30 April 2027.

The NAICS code is 518210, with a business size standard of $50,000,000.

This notice of intent is not a request for quotes – however, the Government will consider information received by the specified response date. Information received as a result of this notice will normally be considered solely for the purpose of determining whether to conduct a competitive procurement. A determination not to compete this proposed procurement based on responses received is solely within the discretion of the Government.

The Government will not pay for information submitted in response to this notice.

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30.

1. REQUISITION NUMBER

PAGE 1 OF

2. CONTRACT NUMBER

7. FOR SOLICITATION

INFORMATION CALL:

3. AWARD/EFFECTIVE

DATE

a. NAME

Nicholas Haas

4. ORDER NUMBER 5. SOLICITATION NUMBER

N0018926QB054

b. TELEPHONE NUMBER (No collect calls)

717-891-4098

6. SOLICITATION ISSUE

DATE

8. OFFER DUE DATE/

LOCAL TIME

29 Apr 2026

01:00 PM

9. ISSUED BY CODE N00189 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

NAVSUP FLT LOG CTR NORFOLK

ATTENTION CODE 301, 1968 GILBERT STREET SUITE 600

NORFOLK, VA 23511-3392

UNITED STATES

Nicholas Haas, Email: nicholas.a.haas10.civ@us.navy.mil Telephone: 717-891-

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY

DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

8(A)

NORTH AMERICAN

INDUSTRY CLASSIFICATION

STANDARD (NAICS):

518210

SIZE STANDARD:

11. DELIVERY FOR FREE ON

BOARD (FOB) DESTINATION

12. DISCOUNT TERMS 13a. THIS CONTRACT IS A

RATED ORDER UNDER

13b. RATING

14. METHOD OF SOLICITATION

REQUEST

UNLESS BLOCK IS MARKED

SEE SCHEDULE

THE DEFENSE PRIORITIES

AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

REQUEST

FOR QUOTE

(RFQ)

INVITATION

FOR BID

(IFB)

FOR

PROPOSAL

(RFP)

15. DELIVER TO

See Continuation

CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/

OFFEROR

CODE FACILITY

CODE

18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NUMBER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

OFFER BELOW IS CHECKED SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NUMBER SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Government Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO mailto:nicholas.a.haas10.civ@us.navy.mil

FURNISH

AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND

ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS

SPECIFIED

29. AWARD OF CONTRACT: REFERENCE OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: See Continuat

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print)

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

Created On:

27 Apr 2026, 17:51 PM Greenwich Mean Time

Solicitation/Contract Form Continuation Canvas Learning Management System, a FedRAMP Moderate-authorized SaaS platform, and all associated implementation, licensing, training, and support services.

Continuation of Supplies or Services and Prices/Costs Additional Information/Notes

Item Supplies/Service Quantity Unit Unit Price Amount

CANVAS Subscription and Services

Pricing Arrangement: Firm Fixed Price

Lot

Option Line Item

Continuation of Description

Performance Work Statement

1.0 INTRODUCTION

The Naval Postgraduate Dental School (NPDS) is the premier institution for postgraduate dental education and training for dental officers of the United States Navy. The mission of NPDS is to provide advanced, specialized training in dentistry to ensure the operational readiness and professional development of the Navy Dental Corps.

To support this critical mission in an evolving educational landscape, NPDS requires the implementation of a modern, robust, and secure Learning Management System (LMS). This PWS outlines the requirements for a comprehensive, cloud-based, commercial-off-the-shelf (COTS) LMS solution to be provided by a contractor.

2.0 BACKGROUND

NPDS is committed to modernizing its educational delivery, enhancing curriculum management, and providing verifiable credentialing for its trainees. The current educational framework relies on disparate systems and manual processes, which limit the ability to deliver standardized, interactive, and trackable training across the enterprise. This creates administrative inefficiencies and hinders the adoption of modern pedagogical approaches.

To close this capability gap, the Government has identified a need to procure a fully managed Software-as-a-Service (SaaS) LMS solution. This platform will serve as the central hub for all academic and training activities, from course content delivery and student assessment to the issuance of digital credentials. Based on extensive market research and a review of Government requirements, Canvas LMS by Instructure, Inc., has been identified as the only brand-name solution that meets the Government's minimum needs. Its proprietary features, integrated credentialing module, and established Federal Risk and Authorization Management Program (FedRAMP) authorization make it uniquely suited for this requirement. This performance work statement (PWS) defines the specific tasks the contractor shall perform to deliver and sustain this capability for NPDS.

3.0 SCOPE

The scope of this PWS is to acquire the Canvas Learning Management System, a FedRAMP Moderate-authorized SaaS platform, and all associated implementation, licensing, training, and support services. The contractor shall provide a turnkey solution that enables NPDS to deliver, manage, and track all aspects of its postgraduate dental education programs.

This includes providing the core Canvas LMS, the Canvas Credentials module for digital badging, and all necessary professional services to ensure a successful and timely implementation. The contractor shall provide a scalable and secure platform that supports both instructors and learners, enhances the educational experience, and provides robust administrative and reporting capabilities. The solution must be capable of expanding to include additional users or modules as the needs of NPDS evolve.

4.0 TASKS

The contractor shall perform the following tasks to meet the requirements of this PWS

4.1. Task 1: Program Management

The contractor shall provide effective program management throughout the period of performance.

4.1.1. Kick-Off Meeting: Within fourteen (14) days after contract award, the contractor shall conduct a post-award kick-off meeting with the Government's Contracting Officer's Representative (COR) and other designated stakeholders. The contractor shall present a draft Project Management Plan (PMP) and an overview of the implementation timeline.

4.1.2. Project Management Plan (PMP): Within thirty (30) days after award, the contractor shall deliver a final PMP that details the project schedule, key milestones, risk management approach, and communication plan.

4.1.3. Monthly Status Reports: The contractor shall provide a monthly status report to the COR, detailing progress, risks, and performance against the established plan.

4.2. Task 2: Platform Provisioning and Licensing

The contractor shall provide and maintain the cloud-based LMS platform.

4.2.1. Canvas LMS Instance: The contractor shall provision one (1) production instance of the Canvas LMS hosted within a FedRAMP Moderate-authorized cloud environment.

4.2.2. User Licensing: The contractor shall provide:

Canvas Cloud Subscription licenses for up to 500 Users.

Canvas Credentials Subscription licenses for up to 500 Users.

4.2.3. Platform Scalability: The contractor shall provide a mechanism for the Government to procure additional user licenses or add-on modules (e.g., Canvas Studio, Canvas Catalog) at any time during the period of performance. Additions will be incorporated via contract modification in accordance with FAR 52.217-9, Option to Extend the Term of the Contract.

4.3. Task 3: Implementation and Configuration

The contractor shall provide all necessary professional services to implement and configure the LMS.

4.3.1. Canvas LMS Essential Implementation: The contractor shall provide the "Canvas LMS Essential Implementation Bundle," which includes virtual consulting sessions covering technical scoping, authentication configuration, data provisioning and validation, and project closeout.

4.3.2. Canvas Credentials Implementation: The contractor shall provide the "Canvas Credentials Implementation Bundle" to fully configure the digital badging and micro-credentialing functionality in coordination with NPDS stakeholders.

4.3.3. Instructional Design Template: The contractor shall provide one (1) "Instructional Design - Ready Made Template" to accelerate the development of standardized and professionally designed course content

4.4. Task 4: Training and Technical Support

The contractor shall provide comprehensive training and support services.

4.4.1. Technical Support: The contractor shall provide "Basic Support," which includes 24/7/365 access to Tier 1 technical support for all licensed users via phone, email, and live chat.

4.4.2. On-Demand Training: The contractor shall provide access to the "Training Portal Essential - Core On-Demand Content" for all NPDS instructors and administrators, offering self-paced training on the features and use of the Canvas platform

5.0 OTHER PERTINENT INFORMATION

5.1. Acronyms

AQL: Acceptable Quality Level

BUMED: Bureau of Medicine and Surgery

COR: Contracting Officer's Representative

COTS: Commercial-Off-the-Shelf

FAR: Federal Acquisition Regulation

FedRAMP: Federal Risk and Authorization Management Program

GFE: Government Furnished Equipment

HIPAA: Health Insurance Portability and Accountability Act

LMS: Learning Management System

NPDS: Navy Postgraduate Dental School

PII: Personally Identifiable Information

PMP: Project Management Plan

PWS: Performance Work Statement

SaaS: Software-as-a-Service

SLA: Service Level Agreement

5.2. Period of Performance

The period of performance shall be one 12-month base period and four (4) 12-month option periods, if exercised by the Government.

Base Period: 1 May 2026 - 30 April 2027

Option Period 1: 1 May 2027 - 30 April 2028

Option Period 2: 1 May 2028 - 30 April 2029

Option Period 3: 1 May 2029 - 30 April 2030

Option Period 4: 1 May 2030 - 30 April 2031

5.3. Place of Performance

All services required under this contract shall be performed at the contractor's facility. The Learning Management System (LMS) provided by the contractor must be accessible to authorized Government personnel worldwide via the internet. This includes personnel located at the Navy Postgraduate Dental School in Bethesda, MD, as well as other authorized locations.

5.4. Level of Effort

The level of effort is considered inherent to the firm-fixed-price of the COTS subscriptions and services required to meet the performance standards outlined in this PWS. No specific labor hours are mandated.

5.5. Minimum Contractor Qualifications

The contractor shall be the Original Equipment Manufacturer (OEM), licensor, and sole provider of the Canvas LMS, holding all proprietary data rights. The contractor must possess and maintain a FedRAMP Moderate (or higher) Authority to Operate (ATO) for the proposed solution for the entire period of performance.

5.6. Government Furnished Equipment/Property/Information (GFE/P/I)

No GFE/P/I will be provided. The Government will provide the contractor with points of contact and access to stakeholders as needed to fulfill the tasks of this PWS.

5.7. Security Requirements

The Canvas LMS platform must be compliant with all federal security requirements for a SaaS platform at the FedRAMP Moderate level. The contractor shall be responsible for the security of the system and the data contained within it. Although this is an unclassified system, it will contain Personally Identifiable Information (PII). All PII and any potential Protected Health Information (PHI) shall be handled in accordance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) Security and Privacy Rules, the Privacy Act of 1974, and DFARS 252.204-7012.

5.8. Travel

No travel is anticipated or authorized under this contract.

5.9. Other Direct Costs (ODCs)

No ODCs are anticipated or authorized under this contract.

6.0 LIST OF DELIVERABLES

7.0 PERFORMANCE STANDARDS

Performance Element

Performance Requirement

Surveillance Method

Acceptable Quality Level (AQL)

LMS

Platform Availability

The Canvas LMS platform shall be operational and accessible to all users 99.9% of the time, 24 hours a day, 7 days a week, 365 days a year.

The COR will review contractor-provided uptime reports.

Uptime shall not fall below 99.9% in any calendar month.

Contract Deliverables

All deliverables shall be submitted on time, accurate, complete, and professionally written.

The COR will conduct a 100% inspection of all deliverables.

95% of deliverables must be submitted on time and require no rework.

Technical Support

The contractor shall respond to all Government support requests within the timeframes established in the Basic Support Service Level Agreement (SLA).

The COR will randomly inspect support ticket logs.

95% of support tickets must meet the SLA response time for their assigned priority level.

Invoicing

Yearly invoices shall be accurate and submitted in accordance with contract procedures.

The COR will review and accept invoices.

100% of invoices must be accurate.

8.0 POINTS OF CONTACT

Contracting Officer's Representative (COR):

[ND1]Given the nature of the proposed contract, uncertain how to complete this section.

Requirements The Naval Postgraduate Dental School (NPDS) is the premier institution for postgraduate dental education and training for dental officers of the United States Navy. The mission of NPDS is to provide advanced, specialized training in dentistry to ensure the operational readiness and professional development of the Navy Dental Corps.

To support this critical mission in an evolving educational landscape, NPDS requires the implementation of a modern, robust, and secure Learning Management System (LMS). This PWS outlines the requirements for a comprehensive, cloud-based, commercial-off-the-shelf (COTS) LMS solution to be provided by a contractor.

Continuation of Packaging and Marking

Continuation of Inspection and Acceptance

Continuation of Deliveries or Performance

Line Item Delivery Schedule Quantity Address and POC

Delivery Period From 01 May 2026 to 30 Apr 2027

1 Lot Ship To DoDAAC: N0622A

NMPDC

8901 WISCONSIN AVENUE

BETHESDA MD USA

Period of Performance

From 01 May 2026 To 30 Apr 2027

Period of Performance 1 Lot

Option Line Item From

1001 01 May 2027

To

30 Apr 2028

Continuation of Accounting and Appropriation Data

Contract Clauses

FAR Clauses Incorporated by Reference

Variation Effective Date

52.212-4 Terms and Conditions-Commercial Products and Commercial Services. (Deviation 2026- O0038) Feb 2026

52.222-19 Child Labor-Cooperation with Authorities and Remedies. Jan 2025

DFARS Clauses Incorporated by Reference

Number Title Effective

Alternate/ Deviation

252.204-7004 Antiterrorism Awareness Training for Contractors. Jan 2023 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support. Jan 2023 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. Dec 2018 252.203-7000 Requirements Relating to Compensation of Former DoD Officials. Sep 2011 252.203-7002 Requirement to Inform Employees of Whistleblower Rights. Dec 2022

252 204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Jan 2023 Services.

252.232-7010 Levies on Contract Payments. Dec 2006 252.247-7023 Transportation of Supplies by Sea. Oct 2024

DFARS Clauses Incorporated by Full Text

252.232-7006 Wide Area WorkFlow Payment Instructions. (Jan 2023)

As prescribed in 232.7004(b), use the following clause:

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JAN 2023)

(a) Definitions. As used in this clause-

Date

"Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit, activity, or organization.

"Document type" means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

"Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement system.

"Payment request" and "receiving report" are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(b) Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall-

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/

Number Title Effective Date

Alternate/ Deviation

52.204-13 System for Award Management-Maintenance. (Deviation 2026-O0038) Feb 2026 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements. Jan 2017

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Feb 2026 Suspended, Proposed for Debarment, or Voluntarily Excluded. (Deviation 2026-O0038)

52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving. May 2024 52.232-33 Payment by Electronic Funds Transfer-System for Award Management. Oct 2018 52.232-40 Providing Accelerated Payments to Small Business Subcontractors. Mar 2023 52.233-3 Protest after Award. (Deviation 2026-O0038) Feb 2026 52.233-4 Applicable Law for Breach of Contract Claim. (Deviation 2026-O0038) Feb 2026 https://www.sam.gov/ https://wawf.eb.mil/ https://wawf.eb.mil/

(e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data Interchange, or File Transfer

Protocol.

(f) WAWF payment instructions. The Contractor shall use the following information when submitting payment requests and receiving reports in WAWF for this contract or task or delivery order:

(1) Document type. The Contractor shall submit payment requests using the following document type(s):

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items-

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

(Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items that require shipment of a deliverable.)

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

(Contracting Officer: Insert either "Invoice 2in1" or the applicable invoice and receiving report document type(s) for fixed price line items for services.)

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial financing, submit a commercial financing request.

(2) ) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

[Note: The Contractor may use a WAWF "combo" document type to create some combinations of invoice and receiving report in one step.]

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC

Issue By DoDAAC

Admin DoDAAC

Inspect By DoDAAC

Ship To Code

Ship From Code

Mark For Code

Service Approver (DoDAAC)

Service Acceptor (DoDAAC)

Accept at Other DoDAAC

LPO DoDAAC

DCAA Auditor DoDAAC

Other DoDAAC(s)

(*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert "See Schedule" or "Not applicable.")

(**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the DoDAAC for the contract administration office assigned the functions under FAR 42.302(a)(13).)

(4) Payment request. The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) Receiving report. The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F.

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

(Contracting Officer: Insert applicable information or "Not applicable.")

(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

(End of clause)

Addendum to 52.212-4, Contract Terms and Conditions - Commercial Products and Commercial Services

Contract Terms and Conditions Required To Implement Statutes or Executive Orders — Commercial Products and Commercial Services

Addendum to Contract Clauses

Contract Clauses

52.244-6 Subcontracts for Commercial Products and Commercial Services. (Deviation 2026- O0038)

Feb 2026

Number Title

Alternate/ Deviation

Variation Effective Date

252.225-7048 Export-Controlled Items. Jun 2013 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting.

(DEVIATION 2024-O0013 REVISION 1)

FAR Clauses Incorporated by Full Text

May 2024 Deviation 2024-O0013 May 2024

52.217-9 Option to Extend the Term of the Contract. (Mar 2000)

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 [insert the period of time within which the Contracting Officer may exercise the option]; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least days[60days unless a different number of days is inserted] 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 (months) (years).

52.252-2 Clauses Incorporated by Reference. (Feb 1998)

CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

[Insert one or more Internet addresses]

52.252-6 Authorized Deviations in Clauses. (Nov 2020)

Number Title Effective Date

Alternate/ Deviation

52.232-39 Unenforceability of Unauthorized Obligations. Jun 2013 52.222-3 Convict Labor. (Deviation 2026-O0038) Feb 2026 52.240-91 Security Prohibitions and Exclusions. (Deviation 2026-O0038) Feb 2026

As prescribed in 52.107(f), insert the following clause in solicitations and contracts that include any FAR or supplemental clause with an authorized deviation. Whenever any FAR or supplemental clause is used with an authorized deviation, the contracting officer shall identify it by the same number, title, and date assigned to the clause when it is used without deviation, include regulation name for any supplemental clause, except that the contracting officer shall insert "(DEVIATION)" after the date of the clause.

AUTHORIZED DEVIATIONS IN CLAUSES (NOV 2020)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any [insert regulation name] (48 CFR ) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

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

(Alternate I) (Nov 2023) Alternate I (Nov 2021)

Alternate I (NOV 2021). When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and

(m) for those in the basic clause.

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may-

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to-

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause-

(i) "Direct materials" means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) "Hourly rate" means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are-

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) "Materials" means-

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(E) Indirect costs specifically provided for in this clause.

(iv) "Subcontract" means any contract, as defined in FAR subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(i) Payments. (1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract.

Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor's established catalog or market price, adjusted to reflect the-

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor-

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall-

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: [Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert "None" if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert 'None'."]

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: [Insert a fixed amount for the indirect costs and payment schedule. Insert "$0" if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert 'None')."]

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract;

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment-

(A) The original timecards (paper-based or electronic);

(B) The Contractor's timekeeping procedures;

(C) Contractor records that show the distribution of labor between jobs or contracts; and

(D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost-

(A) Any invoices or subcontract agreements substantiating material costs; and

(B) Any documents supporting payment of those invoices.

(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government within 30 days will pay any such increases, unless the parties agree otherwise. The Contractor's payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an 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)(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury, as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six month period as established by the Secretary until the amount is paid.

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

(iii) Final Decisions. The Contracting Officer will issue a final decision as required by 33.211 if-

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt in a timely manner;

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

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

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

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

(A) The date fixed under this contract.

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

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

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

(viii) Upon receipt and approval of the invoice designated by the Contractor as the "completion invoice" and supporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise. The completion invoice, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing) from the date of completion.

(7) Release of claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions.

(i) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exact statement by the Contractor.

(ii) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier.

(iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents.

(8) 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.

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work 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 an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that 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 that reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. 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.

List of Contract Documents, Exhibits, or Attachments

Solicitation Provisions

52.212-1 Instructions to Offerors-Commercial Products and Commercial Services. (Deviation 2026-

Date

252.203-7005 Representation Relating to Compensation of Former DoD Officials. Sep 2022 252.204-7008 Compliance with Safeguarding Covered Defense Information Controls. Oct 2016 252.204-7017 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or

Services-Representation. May 2021

Addendum to 52.212-1, Instructions to Offerors - Commercial Products and Commercial Services

Evaluation - Commercial Products and Commercial Services

Addendum to Evaluation - Commercial Product and Commercial Services

Offeror Representations and Certifications - Commercial Products and Commercial Services

Addendum to Solicitation Provisions

52.240-90 Security Prohibitions and Exclusions Representations and Certifications. (Deviation 2026-

52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation.

FAR Clauses Incorporated by Full Text

Jan 2017

52.252-1 Solicitation Provisions Incorporated by Reference. (Feb 1998)

SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text.

Upon request, the Contracting Officer will make their full text available.