Amendment 0001.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

Except as p rovid ed herein, all terms and cond itions o f th e document referenced in Item 9A o r 10 A, as hereto fore chang ed , remains un ch an ged and in full force and effect.

15A. NAME AND T IT LE OF SIGNER (T ype or print )

30-105-04EXCEP TION T O SF 30

AP PROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83) P rescribed by GSA

FAR (48 CFR) 53.243

Reference the f ollow ing pages.

1. CONTRACT ID CODE PAGE OF PAGES

J 1 17

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

16C. DATE SIGNED

BY 27-Jun-2024

16B. UNITED STAT ES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signa ture of Cont ract ing Officer)(Signat ure of person aut horized t o sign)

8. NAME AND ADDRESS OF CONT RACT OR (No., St reet , County, Sta te and Zip Code) X H9821024R0010

X 9B. DATED (SEE IT EM 11)

31-May-2024

10B. DATED (SEE IT EM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS IT EM ONLY AP PLIES TO AMENDMENT S OF SOLICITAT IONS

X Th e ab ove n umbered solicitation is amend ed as set forth in Item 1 4. Th e hou r and date sp ecified for receipt o f Offer X is extend ed , is not extended.

Offer mu st ackn owled ge receipt of this amen dment p rior to the h our an d d ate specified in the solicitation or as amen ded b y o ne of the following method s:

(a) By completing Items 8 and 15 , and returnin g 1 co pies of the amen dment; (b ) By ackn owled ging receipt of this amen dment o n each copy of the o ffer sub mitted ;

o r (c) By separate letter o r teleg ram wh ich includ es a reference to th e so licitation and amend men t nu mbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN

REJECTION OF YOUR OFFER. If by virtu e of this amen dment y ou desire to change an offer already su bmitted, su ch change may be made by teleg ram or letter, p rovid ed each telegram o r letter mak es reference to th e so licitation and this amen dment, an d is receiv ed prio r to the op en ing hou r and date sp ecified.

12. ACCOUNTING AND AP PROP RIATION DATA (If required)

13. THIS ITEM AP PLIES ONLY T O MODIFICATIONS OF CONT RACT S/ORDERS.

IT MODIFIES T HE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

A. THIS CHANGE ORDER IS ISSUED P URSUANT T O: (Specify aut horit y) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN T HE

CONT RACT ORDER NO. IN ITEM 10A.

B. T HE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office , appropria tion dat e, et c.) SET FORT H IN ITEM 14, P URSUANT TO T HE AUT HORITY OF FAR 43.103(B).

C. T HIS SUPP LEMENTAL AGREEMENT IS ENT ERED INTO PURSUANT TO AUT HORITY OF:

D. OT HER (Specify type of modificat ion and aut horit y)

E. IMP ORTANT: Contrac tor is not, is required t o sign this document and re turn copies to t he issuing office.

14. DESCRIP TION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, inc luding solic ita tion/contrac t subject mat t er where feasible.)

10A. MOD. OF CONTRACT/ORDER NO.

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO.(If app licable)

6. ISSUED BY

3. EFFECTIVE DATE

27-Jun-2024

CODE

DEF ENSE HUM AN RESOURCES ACT IVITY

4800 M ARK CENTER DRIVE,

SUITE 06J25

ALEXANDRIA VA 22350-4000

H98210 7 . ADMINISTERED BY (If o ther than item 6)

4 . REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

H9821024R0010

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION SF 30 - BLOCK 14 CONTINUATION PAGE

The following have been added by full text:

AMENDMENT 0001 OVERVIEW

This Amendment 0001 consists of the following:

1. Industry Questions and Government Answers are provided.

2. The Solicitation and Attachments are updated as follows:

a. The due date and time for proposals is changed to Wednesday, 24 July 2024 at 1:00 pm eastern time.

b. The acquisition is modified from a small business set-aside to an unrestricted acquisition.

c. The Ordering Procedures are updated to reflect the procurement is unrestricted.

This section also notes that a Subcontracting Plan is not required.

d. FAR Clause Addendum 52.212-1 Instructions to Offerors – Commercial Products and Services (SEPT 2023), Communications Between the Government and Offerors, Item 1 is updated to reflect that questions must be received by 1300 eastern time on Tuesday, 9 July 2024.

e. FAR Clause 52.212-5 Contract Terms and Conditions Required to Implement

Statutes or Executive Orders – Commercial Products and Commercial Services (FEB 2024) is updated to remove applicability of FAR Clauses 52.219-6 Notice of Total Small Business Set-Aside.

f. FAR Clause 52.219-14 Limitations on Subcontracting (Deviation 2021-

O0008)(FEB 2023) is removed and is no longer applicable.

g. Attachment 1 – IDIQ Performance Work Statement is updated consistent with Industry Questions and Government Answers. The changes are contained in Section 5.0 – Deliverables. Both changes are identified via tracked changes.

h. Attachment 2 – IDIQ Pricing Table is updated consistent with Industry Questions and Government Answers. The Pricing Table now requires pricing broken out for

College Credits, Continuing Education Units (CEU), and no college credits or CEUs. This change applies to all five (5) ordering years. The Task Order 0001 outreach materials are also updated to be consistent with the Performance Work Statements. This change only applies to ordering year one (1). These changes are identified in red font.

i. Attachment 3 – Task Order Performance Work Statement is updated consistent with Industry Questions and Government Answers. There is only one (1) change to this document which is contained in Section 10.0 – Government Furnished Items. The change is identified via tracked changes.

3. All other terms and conditions remain unchanged.

SECTION SF 1449 - CONTINUATION SHEET

SOLICITATION/CONTRACT FORM

The set aside percentage 100.00% has been deleted.

The required response date/time has changed from 02-Jul-2024 01:00 PM to 24-Jul-2024 01:00 PM.

The Acquisition Set Aside has changed from Small Business to No Preference / Not Listed.

The following have been modified:

ORDERING PROCEDURES

ORDERING PROCEDURES

This is an unrestricted solicitation for Language Instruction Services. Any resultant contract resulting from this solicitation will be awarded as an Indefinite Delivery, Indefinite Quantity contract with a five-year ordering period.

The contract will be firm-fixed-price for services and time and materials for travel.

A Subcontracting Plan is not required.

IDIQ MINIMUM AND MAXIMUM VALUE:

The minimum obligation of the Government under the schedule of this IDIQ is $25,000.00. The maximum value of the contract is the total awarded value of the IDIQ.

IDIQ TASK ORDERS:

The Government intends to establish task orders based upon pricing contained Attachment 2 – IDIQ Pricing Table.

Pricing is for training environment, additional hourly price, and for outreach material (for the first year only).

The CLIN 0001 unit price is an average unit price for the training classes, additional hours, and outreach materials (first year only) for all ordering years. The CLIN 0001 quantity is the maximum quantity of task orders the Government anticipates.

When the Government intends to issue a task order, it will determine the price for the effort based upon the Attachment 2 – IDIQ Pricing Table considering the ordering year, type of learning environment, and/or hours required. The price for each type of support will be multiplied by the quantity to determine the total unit price. The quantity for CLIN 0001 will be one (1) for each task order. If travel is required, it will be included on the requisite Task Order under CLIN 0002 for the estimated travel required.

FAR Provision 52.212-1, Instructions to Offerors – Commercial Products and Services (Sep 2023) applies to this acquisition and the following addendum applies:

ADDENDUM TO FAR 52.212-1

Reference paragraphs (b) and (c) under provision FAR 52.212-1. These paragraphs are tailored to read as follows:

(b) Submission of offers. Submit signed and dated proposals via email to the Contract Specialist, Jada Weaver at jada.a.weaver.civ@mail.mil, and the Contracting Officer, Mike Carnley at Charles.m.carnley.civ@mail.mil.

Proposals may be submitted on the SF1449 or letterhead stationery. Submit proposals in four (4) volumes as outlined below.

(c) Period of acceptance of offers. The offeror agrees to hold the prices in its offer for 120 calendar days from the date specified for receipt of offers.

The following paragraphs referenced under provision FAR 52.212-1 are deleted:

(d) Product samples, is hereby deleted.

(e) Multiple offers, is hereby deleted.

(h) Multiple awards, is hereby deleted.

Instructions to Offerors:

Proposals will be evaluated in terms of both price and other technical evaluation factors in accordance with the evaluation criteria contained in this solicitation. Offerors must thoroughly read and understand the terms and conditions contained in the solicitation. Failure to provide information requested in the solicitation may render the Offeror’s proposal technically unacceptable and preclude it from any further consideration. Offerors must ensure that the information contained in their proposal is factual, accurate and complete.

This acquisition will be negotiated in accordance with FAR Part 12 - Acquisition of Commercial Items; and FAR Part 15 - Contracting by Negotiation.

Communications Between the Government and Offerors:

1. Questions regarding this solicitation, prior to proposal submission, may occur for the purpose of clarifying elements of the solicitation.

a. Questions will be submitted by electronic mail to the Contract Specialist, Jada Weaver via email at jada.a.weaver.civ@mail.mil and Contracting Officer, Mike Carnley via Charles.m.carnley.civ@mail.mil with the appropriate subject: H9821024R0010 Solicitation Question;

and must be received by 1300 eastern time on Tuesday, July 9, 2024. Questions received after this date and time may not receive a response. Answers to questions will be posted to the SAM.gov website via an amendment to the solicitation.

b. Offerors will submit questions in the following format:

Question RFP or Attachment and Page

Name of Firm and

POC

Tel No. E-mail

c. No information concerning this RFP or requests for clarification will be provided in response to offeror-initiated telephone calls. All such requests must be made by electronic mail in the format noted above and submitted to the above email addresses.

2. It is expected that there will be adequate competition; therefore, other than cost and price data may not be required. However, if at a later time it is determined that such data is required, the Contracting Officer reserves the right to require additional detailed cost data in accordance with FAR Provision 52.215-20, Requirements for Certified Cost or Pricing Data and Data Other than Certified Cost or Pricing Data.

3. If an offeror has any questions regarding this solicitation or believes that the requirements in this instruction contains an error or omission, the offeror will immediately notify the Contract Specialist, Jada Weaver at jada.a.weaver.civ@mail.mil, and the Contracting Officer, Mike Carnley at Charles.m.carnley.civ@mail.mil, in writing, in the format provided in the table above, and by the solicitation question due date and time identified in item 1 above. If an offeror believes that the requirements in this instruction are otherwise unsound, the offeror will immediately notify the Contracting Officer, Mike Carnley at Charles.m.carnley.civ@mail.mil, in writing with supporting rationale. The offeror is reminded that the Government reserves the right to award this effort based on the initial proposal, as received, without discussions.

4. Submission of a proposal that does not contain all of the items requested in this section may result in elimination from consideration for award.

Proposal Preparation and Submission Requirements:

1. Proposals shall be clear and concise and shall include sufficient detail for effective evaluation and for substantiating the validity of stated claims. Proposals shall not simply restate or rephrase the Government’s requirements, but rather provide a rationale explaining how the Offeror intends to meet the Government’s requirements. Offerors shall assume that the Government has no prior knowledge of their experience and will base its evaluation on the information presented in the Offeror’s proposal.

2. Cross-Referencing: Each volume must be written on a stand-alone basis so that its contents may be evaluated with the minimum of cross-referencing to other volumes of the proposal. Information required for proposal evaluation which is not found in its designated volume will be assumed to have been omitted from the proposal.

3. Offerors shall use letter-sized (8 ½” X 11”) pages (portrait format), single sided, single-spaced, with one-inch (1”) margins and use 11-point font in an easily readable font, such as Times New Roman or Arial.

Smaller fonts for tables, charts, and illustrations are acceptable, as long as they remain legible. Each page shall be counted except for the following: Cover pages, table of contents, glossary, appendices tabs, attachment tabs, offer/subcontractor teaming agreements, affiliate documentation, and/or Joint Venture Agreements. The Government will read/evaluate only the maximum number of pages allowed. The Government will not review pages in excess of the stated page limitations for each volume. The Government may not consider proposals that do not conform to the specified organization and content. The Government will evaluate proposals in accordance with the evaluation criteria set forth in the solicitation. The contents of each volume are described in the table below:

4. Organization/Number of Copies/Page Limits: The Offeror must prepare the proposal as set forth in the Proposal Organization Table below. The titles and contents required for each volume are defined in this table. Each Offeror must submit a complete copy of their proposal, including all volumes, electronically to the Contract Specialist and Contracting Officer as documented above. Proposals must be submitted as four

(4) separate volumes as follows:

Proposal Organization Table Volume Title Page Limitation I Business Volume None

II Factor 1: Technical Capability

50 (excluding the Cover Page, Table of Contents, and Glossary). The Government will only review up to the 50th page of this volume, therefore, any pages beyond 50 will not be evaluated.

III Factor 2: Past Performance

10 (excluding the Cover Page, Table of Contents, Glossary, signed commitment, and affiliate documentation).

IV Cost/Price Proposal None

5. Glossary of Abbreviations and Acronyms: Each volume will contain a glossary of all abbreviations and acronyms used, with an explanation of each.

6. Each page of the documents submitted must be clearly marked with the Offeror’s Name and solicitation number.

7. Proposals must have the following Controlled Unclassified Information (CUI) and Source Selection Sensitive references marked/incorporated into the appropriate pages on each proposal page.*

a. Header on all pages shall include the following, centered marking:

i. 1st Line of Footer: “CUI”

ii. 2nd Line of Footer: “Source Selection Information – See FAR 2.101 and 3.104”

b. 1st page, bottom right corner (above footer):

Controlled by: DHRA and [Company Name] Controlled by: DHRA AMD and [Company Name] CUI Category: PROCURE Distribution/Dissemination Controls: FEDONLY POC: Jada Weaver, 202-836-0037 and [Company POC Name, Phone Number]

c. Footer on all pages shall include the following, centered markings:

i. 1st Line of Footer: “CUI”

ii. 2nd Line of Footer: “Source Selection Information – See FAR 2.101 and 3.104” *These requirements apply to Excel spreadsheets as well*

8. Any Offeror that submits a proposal in response to this solicitation must be registered in the System for Award Management (SAM), in accordance with FAR Clauses 52.204-7 and 52.232-33, when submitting an offer. If any Offeror is not registered in SAM.gov, the Offeror will be deemed noncompliant and will not be considered for award. Registration information for SAM can be found at: https://sam.gov/content/home.

9. Offerors are instructed to read the entire solicitation, including all Attachments, prior to submitting questions and/or preparing a proposal. This is an all-or-none requirement. Submission of a proposal that does not contain all of the items requested in this attachment will be deemed noncompliant, will not be evaluated, and result in elimination from consideration for award.

10. Proposal submissions in response to this solicitation must be received no later than the date and time specified in Block 8 of the SF1449 of the solicitation. Proposals must be received electronically by the closing date and time IAW FAR 15.208(b)(1)(i). Email submission of proposals is the required transmittal method.

11. Funds are not presently available for this effort. No award will be made under this solicitation unless funds are available to cover the minimum obligation amount required under this Indefinite Delivery Indefinite Quantity (IDIQ).

12. The Government reserves the right to cancel this solicitation, either before or after the closing date. Offerors are responsible for all costs of preparing and submitting a proposal. If the Government cancels this solicitation, the Government will not reimburse the Offeror for any costs.

VOLUME I - Business Information (No page limit) shall include:

1. Company Name, Address, Point of Contact Information of individual authorized to represent the company and Phone Number, CAGE code, Unique Entity ID (UEI), Tax Identification Number (TIN), Business Size, FAR and DFARS provisions above which require completion by the offeror.

2. An executive summary of the Offeror’s proposal and a statement that the Offeror accepts the terms and conditions of the solicitation.

3. A clear description of all prime contract, subcontract and/or teaming arrangements proposed. For each subcontractor and teaming partner, the Offeror shall include the company name and division (if applicable), company URL, role in contract, mailing address, UEI, TIN number, primary and alternate points of contact and contact information.

4. Point of contact information for persons authorized to answer questions and/or negotiate on behalf of the offeror.

5. Acknowledgement of all Solicitation Amendments.

6. A copy of the Offeror’s Representations and Certifications. If all Representations and Certifications have been completed and up to date in SAM.gov, then a statement identifying that SAM is completed and up to date shall be made in the Business Volume in lieu of including a copy of the Representations and Certifications.

VOLUME II: Factor 1, Technical Capability (50 Page Limit)

Volume II shall include a Table of Contents and Glossary with hyperlinks and page footers that separately identify each document within this volume using this format: “Document name – Page # of # Pages.” The 50 page count limit excludes the Cover Page, Table of Contents, and Glossary.

Element A – Language, Regional Expertise, and Culture (LREC) Training.

The Offeror must provide its approach to providing LREC training. The approach must demonstrate the overall knowledge of LREC training to DoD civilian and military personnel and implementing the language requirements through agreements with Institutes of Higher Education (IHE). This approach shall clearly articulate the detailed plan for meeting all of the language requirements identified in the Performance Work Statement (PWS) to include the IHE coordination.

Element B – Training Environments.

The Offeror must provide its detailed plan identifying how it will deliver the required training in different environments including platform-based or in-person, distance-based at IHEs and government facilities, and iso-immersion provided by the IHEs. The Offeror must specify how each of the training environments will be implemented through IHE partners.

Element C – Subcontract Management.

The Offeror shall provide a detailed plan on how it will successfully subcontract with IHEs to include subcontracting and managing contracts with the IHEs. The Offeror shall include any current IHE arrangements, steps and milestones involved in subcontracting with IHEs, and processes associated with IHE task order management which demonstrate complete understanding of IHE involvement in the training requirements.

Element D – Project Management Plan.

The Offeror shall provide a Project Management Plan demonstrating support throughout the project development cycle. The Plan shall address management experience and expertise, ability to provide and oversee proper staffing, and ability to adhere to timelines and deliverables.

Element E – Task Order 0001 - Outreach Materials.

The Offeror shall provide its approach to delivering comprehensive outreach materials as required by the solicitation and its attachments. The approach shall demonstrate a thorough understanding of developing outreach materials in support of the Language Instruction Services as specifically described in Attachment 1 – IDIQ Performance Work Statement and Attachment 3 – Task Order 0001 Performance Work Statement.

VOLUME III: Factor 2, Past Performance (10 Page Limit, Excluding the Cover Page, Table of Contents, Glossary, signed commitment, and affiliate documentation)

The Offeror shall provide information on its Past Performance Record. This information will be utilized to determine the relevancy and quality of the Offeror’s past performance record to the proposed effort as outlined in the solicitation, including attachments, and the level of confidence the Government has for successful performance based upon the Offeror’s performance under previously awarded, recent, and relevant contracts.

The Offeror shall identify at least two (2), but no more than five (5), of its most relevant contracts or efforts performed within five (5) years of the solicitation issuance date. Multiple task orders on a single contract will NOT be considered as multiple past performance references, rather they will be considered one past performance reference. Past performance references can include Government or commercial work but shall be references where performance was as the prime contractor, first tier subcontractor, or a Joint Venture partner.

The Offeror shall provide a detailed explanation of the relevance of the contracts or efforts to the requirements as stated in Attachment 1 – IDIQ PWS of the solicitation. The references will be evaluated in the aggregate in order to allow Offerors who may not have the entire scope, magnitude, and complexity of the requirement under one individual contract to still be considered relevant if experience with the full scope, magnitude, and complexity of the requirement can be demonstrated within the allotted number of references as described above.

A major subcontractor is defined as those providing twenty percent (20%) of total IDIQ dollar threshold. If major subcontractor experience is provided as part of the past performance references, it will be given weight relative to the percentage of effort being provided by that particular subcontractor in the offer submitted.

If major subcontractor experience is submitted for consideration as part of the Performance Confidence Assessment, the Past Performance Proposal SHALL include a signed commitment by Offeror and major subcontractor certifying that if a contract is awarded resulting from the proposal, the parties commit to joint performance as proposed. If the signed commitment is not fully executed by both parties and provided with the Past Performance Proposal, subcontractor references will not be evaluated or considered.

Affiliate companies, sister companies, teaming arrangements, joint venture agreement, etc. will be considered provided sufficient documentation including an adequate narrative discussing the meaningful relationship between the parties is included in the Past Performance Proposal. Documentation required as part of the Past Performance

Proposal includes a copy of the documented arrangement such as documented affiliation, a copy of the teaming agreement, a copy of the joint venture agreement, etc. and the narrative discussing the relationship.

If an Offeror or its major subcontractor(s) determines they have no relevant past performance data, they shall provide the following statement in lieu of the information request below: “(Insert Offeror or major subcontractor’s name) has determined that they possess no relevant past performance information IAW the RFP”.

Each past performance reference shall include the following:

a) Contractor Name;

b) Was performance completed as the prime contractor or subcontractor;

c) Name of the customer /agency;

d) Contract / Purchase Order Number for the Reference (Subcontract number if a subcontractor for the overall effort);

e) Customer points of contact (minimum of two (2), provide name, telephone number, fax number and e-mail addresses);

f) Length of contract and period of performance (dates);

g) Initial and Final Contract Price for the past performance reference (Subcontract value if a subcontractor for the overall effort);

h) Description of service provided (include sufficient detail to demonstrate the scope, magnitude, and complexity of the service provided relative to this requirement);

i) Discussion of the requirement similarities and differences;

j) Quality of Past Performance to include the timeliness of deliverables required; how costs were controlled;

business relationships; management of key personnel, and any other areas deemed necessary to provide insight into actual performance.

Attachment 4 - Past Performance Questionnaire. Offerors and all major subcontractors shall send this questionnaire to previous customers of relevant prime contracts and subcontracts. The Offeror/major subcontractor shall ask the customer to complete the questionnaire and return it directly to the Contracting Officer (Charles.m.carnley.civ@mail.mil) and Contract Specialist (jada.a.weaver.civ@mail.mil). It is the responsibility of the offeror to ensure questionnaires are submitted and received by the proposal submission due date. Offerors will not receive copies of the questionnaires as they are submitted directly to the Contracting Office.

The Government may utilize the Federal Contractor Performance Assessment Reporting System (CPARS) application, System for Award Management (SAM)/Federal Awardee Performance and Integrity Information System (FAPIIS), Electronic Subcontract Reporting System (eSRS), or other databases; interviews with Program Managers, Contracting Officers, Contracting Officer’s Representatives (CORs) or other pertinent officials;

responses received from the Past Performance Questionnaire; the Defense Contract Management Agency (DCMA), in addition to the information submitted in the offeror’s past performance proposal to determine the quality and relevance of the Offeror’s past performance.

VOLUME IV – Factor 3, Price (No Page Limit)

For evaluation and contract ceiling purposes, Offeror’s shall complete Attachment 2 – IDIQ Pricing Table (reference the attachment for completion instructions). All unit prices shall be no more than two decimal places and no rounding shall be utilized. Offerors are instructed not to propose a price for the travel line item (CLIN 0002) as the Government has assigned a Not-to-Exceed (NTE) value for the Travel CLIN. Offerors shall provide their proposed pricing per training environment, price for additional hours, and outreach material pricing (which is Task Order 0001 pricing).

The cells requiring contractor pricing are identified in yellow in Attachment 2 – IDIQ Pricing Table. Offerors shall not modify any formulas contained in Attachment 2 – IDIQ Pricing Table or modify any of the red cells as these will auto populate necessary information to complete the Section B tab of the spreadsheet.

The Government intends to evaluate the FAR 52.217-8, Option to Extend Services, as part of the price evaluation for this award. The offeror shall not provide a price for FAR 52.217-8, Option to Extend Services. This will be calculated by taking 50% of the total CLIN 0001 and 0002 estimate for Ordering Period Five.

The Offeror’s pricing shall be the total price for each area, including all indirect rates and profit. The Offeror shall identify any discounts offered and any escalation utilized along with the rationale for same.

(End of Addendum)

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

EXECUTIVE ORDERS--COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (FEB 2024)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.

113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115-91).

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

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

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

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

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

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

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

X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

___ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

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

X (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-

282) (31 U.S.C. 6101 note).

___ (6) [Reserved]

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

C).

___ (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub.

L. 111-117, section 743 of Div. C).

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

L. 117-328).

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

___ (11)(i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders--Prohibition. (DEC 2023) (Pub. L.

115-390, title II).

___ (ii) Alternate I (DEC 2023) of 52.204-30.

X (12) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

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

____ (14) [Reserved]

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

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

____ (17) [Reserved]

____ (18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

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

____ (19)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

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

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

____ (21)(i) 52.219-9, Small Business Subcontracting Plan (SEP 2023) (15 U.S.C. 637(d)(4)).

____ (ii) Alternate I (NOV 2016) of 52.219-9.

____ (iii) Alternate II (NOV 2016) of 52.219-9.

____ (iv) Alternate III (JUN 2020) of 52.219-9.

____ (v) Alternate IV (SEP 2023) of 52.219-9.

____ (22) (i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

____ (ii) Alternate I (JUL 2014) of 52.222-36.

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

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

13496).

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

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

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

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

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

____ (42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

____ (43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners

(JUN 2016) (E.O. 13693).

____ (44)(i) 52.223-13, Acquisition of EPEAT® Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

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

____ (45)(i) 52.223-14, Acquisition of EPEAT® Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

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

____ (46) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C. 8259b).

____ (47)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

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

X (48) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O.

13513).

____ (49) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

____ (50) 52.223-21, Foams (JUN 2016) (E.O. 13693).

____ (51)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

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

____ (52) (i) 52.225-1, Buy American--Supplies (OCT 2022) (41 U.S.C. chapter 83).

____ (ii) Alternate I (OCT 2022) of 52.225-1.

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

____ (ii) Alternate I [Reserved].

____ (iii) Alternate II (DEC 2022) of 52.225-3.

____ (iv) Alternate III (FEB 2024) of 52.225-3.

____ (v) Alternate IV (OCT 2022) of 52.225-3.

____ (54) 52.225-5, Trade Agreements (NOV 2023) 19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X (55) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

____ (56) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

____ (57) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150

____ (58) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C.

5150).

____ (59) 52.229-12, Tax on Certain Foreign Procurements (FEB 2021).

____ (60) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

____ (61) 52.232-30, Installment Payments for Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

X (62) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (OCT 2018) (31 U.S.C.

3332).

____ (63) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (JUL 2013) (31 U.S.C. 3332).

____ (64) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

____ (65) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

____ (66) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(13)).

____ (67)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C.

55305 and 10 U.S.C. 2631).

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

____ (iii) Alternate II (NOV 2021) of 52.247-64.

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

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

_____ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C.

chapter 67).

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

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

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

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

_____ (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (JAN 2022) (E.O.

13658).

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

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

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph

(d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records--Negotiation.

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

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

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

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

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

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

(iii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.

113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

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

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

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

117-328).

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

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

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

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

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

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

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

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

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

13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

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

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

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

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

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

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

(xx) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (JAN 2022) (E.O. 13658).

(xxi) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706).

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

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

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

(xxiv) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (JUN 2020) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxv) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801). Flow down required in accordance with paragraph (c) of 52.232-40.

(xxvi) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

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

(End of clause)

The following have been deleted:

52.219-14 (Dev) Limitations on Subcontracting (DEVIATION 2021-O0008) FEB 2023

(End of Summary of Changes)