FBO FA281621Q0008.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO 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: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE 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

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

FA281621Q0008

DATE

8/23/2021

Hien Dom (310) 653-5389

LOCAL TIME

8/27/2021

4:00 PM PST

FA2816

FA2816 SMC PKO

483 N AVIATION BLVD BLDG 272

CP 310 653 6118

EL SEGUNDO, CA 90245-2808

United States Hien Dom

511210

$41,500,000.00

See Schedule

SEE SCHEDULE

F2TSWA1200A001

FA281621Q0008

Solicitation/Contract Form

Supplies or Services and Prices/Cost

Additional Information/Notes

Item Supplies/Service Quantity Unit Unit Price Amount

Base Period Implementation and Training (one time fee) for HireVue Video Interview /assessment and CodeVue cyber evaluation.

The Contractor shall provide the experience, skills, knowledge, and training to satisfactorily perform the services in accordance with Performance Work Statement.

Period of Performance (PoP): 12 months period, 1 September 2021 - 31 August 2022.

Project Code: 000 Firm Fixed Price

1 Each

Base Period HireVue Video Interview, Assessment & Conversational AI for Job Search Assistant Licensing Agreement in according with

PWS.

Performance Period (Pop): 12 months, 01 September 2021 - 31 August 2022.

Project Code: 000 Firm Fixed Price

800 Each

Option Line Item

Option Period HireVue Video Interview, Assessment & Conversational AI for Job Search Assistant Licensing Agreement in according with PWS. Performance Period (Pop): 12 months, 01 September 2022 - 31 August 2023.

Project Code: 000 Firm Fixed Price

800 Each

Description/Specifications/Statement of Work

Requirements SMC/ACTM has a requirement to procure a one time purchase of HireVue Video Interview/assessment and CodeVue cyber evaluation Licenses. Included in these licenses are the training, support and implementation package as well as the Job Search Assistant function. This platform provides asynchronous geographically distributed interview capability that is stored within an Amazon Web Services Gov Cloud FedRAMP L4 environment that supports the proper alignment of personnel to corps and delta allocations. The basic contract effort shall be for a one (1) Base Year period of 12 months and 1 Option Year period of 12 months.

Packaging and Marking

Inspection and Acceptance

0001 Inspection and Acceptance Location Both Destination Instructions: Government to confirm implementation and training for HireVue software in according with PWS for Period of Performance: 1 September 2021 through 31 August 2022.

DoDAAC: F2TSWA Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2TSWA SMC PK

AF NO MILSBILLS PROC CP 3106535182

483 N AVIATION BLVD

EL SEGUNDO, CA 90245 2808

UNITED STATES

OfficeCode:

Anna Vo Email: anna.vo@spaceforce.mil Telephone: (310) 653-1480

0002 Inspection and Acceptance Location Both Destination Instructions: Government to confirm delivery and operational of HireVue software license for video interviewing, assessment, and conversational IA for job search assistance in according with PWS for Period of Performance: 1 September 2021 through 31 August 2022.

DoDAAC: F2TSWA Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2TSWA SMC PK

AF NO MILSBILLS PROC CP 3106535182

483 N AVIATION BLVD

EL SEGUNDO, CA 90245 2808

UNITED STATES

OfficeCode:

Ann Vo Email: anna.vo@spaceforce.mil Telephone: (310) 653-1480

Option Line Item

Inspection and Acceptance Location Both Destination Instructions: Government to confirm delivery and operational of HireVue software license for video interviewing, assessment, and conversational IA for job search assistance in according with PWS for Period of Performance: 1 September 2022 through 31 August 2023.

DoDAAC: F2TSWA Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2TSWA SMC PK

AF NO MILSBILLS PROC CP 3106535182

483 N AVIATION BLVD

EL SEGUNDO, CA 90245 2808

UNITED STATES

OfficeCode:

Anna Vo Email: anna.vo@spaceforce.mil Telephone: (310) 653-1480

Deliveries or Performance

Contractor Destination

Delivery Schedule Ship To Address

Delivery After

01 SEP 2021

1 Each

Service Performance Site DoDAAC: F2TSWA Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2TSWA SMC PK

AF NO MILSBILLS PROC CP 3106535182

483 N AVIATION BLVD

EL SEGUNDO, CA 90245 2808

UNITED STATES

OfficeCode:

Anna Vo Email: anna.vo@spaceforce.mil Telephone: (310) 653-1480

Period of Performance From

01 SEP 2021

To

31 AUG 2022

Delivery Schedule Ship To Address

Delivery After

01 SEP 2021

800 Each

Ship To DoDAAC: F2TSWA Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2TSWA SMC PK

AF NO MILSBILLS PROC CP

3106535182

483 N AVIATION BLVD

EL SEGUNDO, CA 90245 2808

UNITED STATES

OfficeCode:

Anna Vo Email: anna.vo@spaceforce.mil Telephone: (310) 653-1480

FoB Details

Contractor Destination

Option Line Item 2002 Delivery Schedule Ship To Address FoB Details

Contractor

Delivery After

01 SEP 2022

800 Each

Ship To DoDAAC: F2TSWA Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2TSWA SMC PK

AF NO MILSBILLS PROC CP

3106535182

483 N AVIATION BLVD

EL SEGUNDO, CA 90245 2808

UNITED STATES

OfficeCode:

Anna Vo Email: anna.vo@spaceforce.mil Telephone: (310) 653-1480

Destination

FAR Clauses Incorporated by Full Text

52.247-34 F.o.b. Destination. 1991-11

As prescribed in , insert the following clause:47.303-6(c)

F.O.B. DESTINATION (NOV 1991)

The term "f.o.b. destination," as used in this clause, means-(a)

Free of expense to the Government, on board the carrier’s conveyance, at a specified delivery point where the consignee’s facility (plant, (1) warehouse, store, lot, or other location to which shipment can be made) is located; and

Supplies shall be delivered to the destination consignee’s wharf (if destination is a port city and supplies are for export), warehouse (2) unloading platform, or receiving dock, at the expense of the Contractor. The Government shall not be liable for any delivery, storage, demurrage, accessorial, or other charges involved before the actual delivery (or "constructive placement" as defined in carrier tariffs) of the supplies to the destination, unless such charges are caused by an act or order of the Government acting in its contractual capacity. If rail carrier is used, supplies shall be delivered to the specified unloading platform of the consignee. If motor carrier (including "piggyback") is used, supplies shall be delivered to truck tailgate at the unloading platform of the consignee, except when the supplies delivered meet the requirements of Item568 of the National Motor Freight Classification for "heavy or bulky freight." When supplies meeting the requirements of the referenced Item568 are delivered, unloading (including movement to the tailgate) shall be performed by the consignee, with assistance from the truck driver, if requested. If the contractor uses rail carrier or freight forwarded for less than carload shipments, the contractor shall ensure that the carrier will furnish tailgate delivery, when required, if transfer to truck is required to complete delivery to consignee.

The Contractor shall-(b)

(1) Pack and mark the shipment to comply with contract specifications; or(i)

In the absence of specifications, prepare the shipment in conformance with carrier requirements;(ii)

Prepare and distribute commercial bills of lading;(2)

Deliver the shipment in good order and condition to the point of delivery specified in the contract;(3)

Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point (4) specified in the contract;

Furnish a delivery schedule and designate the mode of delivering carrier; and(5)

Pay and bear all charges to the specified point of delivery.(6)

(End of clause)

Contract Administration Data

DFARS Clauses Incorporated by Full Text

252.204-7006 Billing Instructions. 2005-10

As prescribed in 204.7109(b), use the following clause:

BILLING INSTRUCTIONS (OCT 2005)

When submitting a request for payment, the Contractor shall-

(a) Identify the contract line item(s) on the payment request that reasonably reflect contract work performance; and

(b) Separately identify a payment amount for each contract line item included in the payment request.

(End of clause)

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. 2018-12

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

ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS (DEC 2018)

(a) . As used in this clause- Definitions

“Contract financing payment” means an authorized Government disbursement of monies to a contractor prior to acceptance of supplies or services by the Government.

(1) Contract financing payments include-

(i) Advance payments;

(ii) Performance-based payments;

(iii) Commercial advance and interim payments;

(iv) Progress payments based on cost under the clause at Federal Acquisition Regulation (FAR) 52.232-16, Progress Payments;

(v) Progress payments based on a percentage or stage of completion (see FAR 32.102(e)), except those made under the clause at FAR 52.232-5, Payments Under Fixed-Price Construction Contracts, or the clause at FAR 52.232-10, Payments Under Fixed-Price Architect-Engineer Contracts; and

(vi) Interim payments under a cost reimbursement contract, except for a cost reimbursement contract for services when Alternate I of the clause at FAR 52.232-25, Prompt Payment, is used.

(2) Contract financing payments do not include-

(i) Invoice payments;

(ii) Payments for partial deliveries; or

(iii) Lease and rental payments.

“Electronic form” means any automated system that transmits information electronically from the initiating system to affected systems.

“Invoice payment” means a Government disbursement of monies to a contractor under a contract or other authorization for supplies or services accepted by the Government.

(1) Invoice payments include-

(i) Payments for partial deliveries that have been accepted by the Government;

(ii) Final cost or fee payments where amounts owed have been settled between the Government and the contractor;

(iii) For purposes of subpart 32.9 only, all payments made under the clause at 52.232-5, Payments Under Fixed-Price Construction Contracts, and the clause at 52.232-10, Payments Under Fixed-Price Architect-Engineer Contracts; and

(iv) Interim payments under a cost-reimbursement contract for services when Alternate I of the clause at 52.232-25, Prompt Payment, is used.

(2) Invoice payments do not include contract financing payments.

“Payment request” means any request for contract financing payment or invoice payment submitted by the Contractor under this contract or task or delivery order.

“Receiving report” means the data prepared in the manner and to the extent required by Appendix F, Material Inspection and Receiving Report, of the Defense Federal Acquisition Regulation Supplement.

(b) Except as provided in paragraph (d) of this clause, the Contractor shall submit payment requests and receiving reports in electronic form using Wide Area WorkFlow (WAWF). The Contractor shall prepare and furnish to the Government a receiving report at the time of each delivery of supplies or services under this contract or task or delivery order. .

(c) Submit payment requests and receiving reports to WAWF in one of the following electronic formats:

(1) Electronic Data Interchange.

(2) Secure File Transfer Protocol.

(3) Direct input through the WAWF website.

(d) The Contractor may submit a payment request and receiving report using methods other than WAWF only when-

(1) The Contractor has requested permission in writing to do so, and the Contracting Officer has provided instructions for a temporary alternative method of submission of payment requests and receiving reports in the contract administration data section of this contract or task or delivery order;

(2) DoD makes payment for commercial transportation services provided under a Government rate tender or a contract for transportation services using a DoD-approved electronic third party payment system or other exempted vendor payment/invoicing system (e.g., PowerTrack, Transportation Financial Management System, and Cargo and Billing System);

(3) DoD makes payment on a contract or task or delivery order for rendered health care services using the TRICARE Encounter Data System; or

(4) The Governmentwide commercial purchase card is used as the method of payment, in which case submission of only the receiving report in WAWF is required.

(e) Information regarding WAWF is available at https://wawf.eb.mil/.

(f) In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payment requests.

(End of clause)

252.232-7006 Wide Area WorkFlow Payment Instructions. 2018-12

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

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)

(a) As used in this clause- Definitions.

"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) The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as Electronic invoicing.

authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

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

(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) The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice WAWF training.

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/

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

Protocol.

(f) The Contractor shall use the following information when submitting payment requests and receiving reports WAWF payment instructions.

in WAWF for this contract or task or delivery order:

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

(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.

Invoice 2 in 1

(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 item financing, submit a commercial item financing request.

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

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

(3) The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in Document routing.

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 F03000

Issue By DoDAAC FA2816

Admin DoDAAC FA2816

Inspect By DoDAAC F2TSWA

Ship To Code F2TSWA

Ship From Code Vendor

Mark For Code Not Applicable

Service Approver (DoDAAC) F2TSWA

Service Acceptor (DoDAAC) F2TSWA

Accept at Other DoDAAC F2TSWA

LPO DoDAAC Not Applicable

DCAA Auditor DoDAAC Not Applicable

Other DoDAAC(s) Not Applicable

(*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) The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in Payment request.

accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

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

(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.

F2TSWA - theresa.humphrey.2@spaceforce.mil

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

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

Special Contract Requirements

Contract Clauses FAR Clauses Incorporated by Full Text

52.204-1 Approval of Contract. 1989-12

As prescribed in , insert the following clause:4.103

APPROVAL OF CONTRACT (DEC 1989)

This contract is subject to the written approval of [identify title of designated agency official here] and shall not be binding until so SMC/PK approved.

(End of clause)

52.204-13 System for Award Management Maintenance. 2018-10

As prescribed in , use the following clause:4.1105(b)

SYSTEM FOR AWARD MANAGEMENT MAINTENANCE. (OCT 2018)

Definitions. As used in this clause-(a) means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion Electronic Funds Transfer (EFT) indicator of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

means that–Registered in the System for Award Management (SAM)

The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the (1) Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into SAM;

The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration (2) in SAM;

The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the (3) Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

The Government has marked the record "Active".(4) means the primary Government repository for prospective Federal awardee and Federal awardee System for Award Management (SAM) information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes–

Data collected from prospective Federal awardees required for the conduct of business with the Government;(1)

Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and(2)

Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and (3) non-financial assistance and benefits.

means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See Unique entity identifier www.sam.gov for the designated entity for establishing unique entity identifiers.

If the solicitation for this contract contained the provision 52.204-7 with its Alternate I, and the Contractor was unable to register prior to (b) award, the Contractor shall be registered in SAM within 30 days after award or before three days prior to submission of the first invoice, whichever occurs first.

The Contractor shall maintain registration in SAM during contract performance and through final payment of any contract, basic agreement, (c) basic ordering agreement, or blanket purchasing agreement. The Contractor is responsible for the currency, accuracy and completeness of the data within SAM, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in SAM after the initial registration, the Contractor is required to review and update on an annual basis, from the date of initial registration or subsequent updates, its information in SAM to ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(d) (1) If a Contractor has legally changed its business name or "doing business as" name (whichever is shown on the contract), or has (i) transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to-

Change the name in SAM;(A)

Comply with the requirements of subpart 42.12 of the FAR; and(B)

Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide (C) with the notification sufficient documentation to support the legally changed name.

If the Contractor fails to comply with the requirements of paragraph (d)(1)(i) of this clause, or fails to perform the agreement at (ii) paragraph (d)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in SAM record to reflect an (2) assignee for the purpose of assignment of claims (see FAR subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the EFT clause of this contract.

The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov for establishment (3) of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

Contractors may obtain additional information on registration and annual confirmation requirements at https://www.sam.gov.(e)

(End of clause)

52.204-18 Commercial and Government Entity Code Maintenance. 2020-08

As prescribed in , use the following clause:4.1804(c)

COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (AUG 2020)

As used in this clause–(a) Definition.

means–Commercial and Government Entity (CAGE) code

An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial (1) and Government Entity (CAGE) Branch to identify a commercial or government entity by unique location; or

An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement (2) Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

Contractors shall ensure that the CAGE code is maintained throughout the life of the contract for each location of contract, including (b) subcontract, performance. For contractors registered in the System for Award Management (SAM), the DLA Commercial and Government Entity (CAGE) Branch shall only modify data received from SAM in the CAGE master file if the contractor initiates those changes via update of its SAM registration. Contractors undergoing a novation or change-of-name agreement shall notify the contracting officer in accordance with subpart 42.12.

The contractor shall communicate any change to the CAGE code to the contracting officer within 30 days after the change, so that a modification can be issued to update the CAGE code on the contract.

Contractors located in the United States or its outlying areas that are not registered in SAM shall submit written change requests to the DLA (c) Commercial and Government Entity (CAGE) Branch. Requests for changes shall be provided at https://cage.dla.mil. Change requests to the CAGE master file are accepted from the entity identified by the code.

Contractors located outside the United States and its outlying areas that are not registered in SAM shall contact the appropriate National (d) Codification Bureau (points of contact available at http://www.nato.int/structur/AC/135/main/links/contacts.htm) or NSPA at https://eportal.nspa.nato.

int/AC135Public/scage/CageList.aspx to request CAGE changes.

Additional guidance for maintaining CAGE codes is available at https://cage.dla.mil.(e)

If the contract includes Federal Acquisition Regulation clause 52.204-2, Security Requirements, the contractor shall ensure that (f) subcontractors maintain their CAGE code(s) throughout the life of the contract.

52.204-19 Incorporation by Reference of Representations and Certifications. 2014-12

As prescribed in , insert the following clause.4.1202(b)

INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

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

(End of clause)

52.204-21 Basic Safeguarding of Covered Contractor Information Systems. 2016-06

As prescribed in , insert the following clause:4.1903

BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016)

. As used in this clause–(a) Definitions means an information system that is owned or operated by a contractor that processes, stores, or Covered contractor information system transmits Federal contract information.

means information, not intended for public release, that is provided by or generated for the Government under Federal contract information a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments.

means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including Information textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, Information system dissemination, or disposition of information (44 U.S.C. 3502).

means measures or controls that are prescribed to protect information systems.Safeguarding

Safeguarding requirements and procedures.(b)

The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information (1) systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other (i) information systems).

Limit information system access to the types of transactions and functions that authorized users are permitted to execute.(ii)

Verify and control/limit connections to and use of external information systems.(iii)

Control information posted or processed on publicly accessible information systems.(iv)

Identify information system users, processes acting on behalf of users, or devices.(v)

Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational (vi) information systems.

Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.(vii)

Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized (viii) individuals.

Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.(ix)

Monitor, control, and protect organizational communications ( ., information transmitted or received by organizational information (x) i.e systems) at the external boundaries and key internal boundaries of the information systems.

Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.(xi)

Identify, report, and correct information and information system flaws in a timely manner.(xii)

Provide protection from malicious code at appropriate locations within organizational information systems.(xiii)

Update malicious code protection mechanisms when new releases are available.(xiv)

Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, (xv) or executed.

This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal (2) Other requirements.

agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (c) Subcontracts.

(including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

52.212-4 Contract Terms and Conditions-Commercial Items. 2018-10

As prescribed in , insert the following clause:12.301(b)(3)

CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (OCT 2018)

. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The (a) Inspection/Acceptance Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights-

Within a reasonable time after the defect was discovered or should have been discovered; and(1)

Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.(2)

. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a (b) Assignment bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.

C. 3727). However, when a third party makes payment ( use of the Governmentwide commercial purchase card), the Contractor may not assign e.g., its rights to receive payment under this contract.

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

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

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

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

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

Name and address of the Contractor;(i)

Invoice date and number;(ii)

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

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

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

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

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

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

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

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

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

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

EFT banking information is not required if the Government waived the requirement to pay by EFT.(C)

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

. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, (h) Patent indemnity for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

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

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

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

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

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

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

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

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

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

Contractor point of contact.(D)

Provide a copy of the remittance and supporting documentation to the Contracting Officer.(ii) . (6) Interest All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the (i) date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

The date fixed under this contract.(A)

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

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

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

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

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

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

. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall (j) Risk of loss remain with the Contractor until, and shall pass to the Government upon:

Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or(1)

Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.(2)

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

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

. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the (m) Termination for cause 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.

. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, (n) Title regardless of when or where the Government takes physical possession.

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

. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for (p) Limitation of liability consequential damages resulting from any defect or deficiencies in accepted items.

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

The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the (r) Compliance with laws unique to Government contracts.

use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.

S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

The schedule of supplies/services.(1)

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

The clause at 52.212-5.(3)

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

Solicitation provisions if this is a solicitation.(5)

Other paragraphs of this clause.(6)

The Standard Form 1449.(7)

Other documents, exhibits, and attachments.(8)

The specification.(9)

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

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

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

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

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

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

(End of clause)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items. 2021-

As prescribed in , insert the following clause:12.301(b)(4)

CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS-COMMERCIAL ITEMS

(JAN 2021)

The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by (a) reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (section 743 of Division E, (1) (JAN 2017) 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)).

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

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

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

52.233-3, Protest After Award (31 U.S.C.