RFQ 80TECH25QA012 - PTC Windchill PDMLink Upgrade.pdf

80TECH25QA012

NATIONAL AERONAUTICS AND SPACE ADMINISTRATION (NASA)

INFORMATION TECHNOLOGY PROCUREMENT OFFICE (ITPO)

INFORMATION TECHNOLOGY PROCUREMENTS ON-DEMAND TEAM (ITPOD)

PTC WINDCHILL PDMLink UPGRADE ORDER

1. Type of Order.

This order is being issued on a firm fixed price (FFP) basis.

(End of text)

2. Order of Precedence.

This order is subject to the terms and conditions of the NASA SEWP Contract and the NASA Federal Acquisition Regulation (FAR) Supplement (NFS) included herein. In the event of any inconsistency between the terms and conditions of this order and the NASA SEWP Contract, the terms and conditions of the NASA SEWP Contract shall take precedence. The NASA ITPO- ITPOD Contracting Officer (CO) shall be contacted in the event there are any issues/disagreements regarding the terms and conditions of this order.

3. Substitution of Terms.

This order contains clauses taken from, among other sources, the FAR and NFS. Whenever the word "contract" appears in FAR or NFS clauses presented herein, substitute the word "order" respectively. In addition, throughout this entire document, the term "Contracting Officer" refers to the NASA ITPO-ITPOD Contracting Officer, except where specifically defined otherwise.

4. 1852.216-78 Firm Fixed Price. (DEC 1988)

The total firm fixed price of this order is $TBD.

(End of clause)

5. Period of Performance

The period of performance of this order shall be for a period of 4 months from the order effective date.

6. Place of Performance – Services.

The services to be performed under this order shall be performed at the following location:

NASA Langely Research Center (LaRC).

In accordance with commercial practice, software licenses and software, hardware maintenance are provided as non-severable services. Software maintenance includes the development and publishing of “bug” and/or defect fixes, patches, updates, upgrades in function, technology to maintain the operability and usability of the software product, as well as various technical support and diagnostic tools and resources. Hardware maintenance includes the labor for troubleshooting and part replacement.

7. 52.252-2 Clauses Incorporated by Reference. (FEB 1998)

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

Federal Acquisition Regulation (FAR) clauses:

https://www.acquisition.gov/?q=browsefar

NASA FAR Supplement (NFS) clauses:

https://www.hq.nasa.gov/office/procurement/regs/NFS.pdf

In addition to the SEWP contract clauses, this order is subject to the following clauses:

FAR CLAUSES BY REFERENCE:

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive

Orders—Commercial Products and Commercial Services (Jan 2025)

(DEVIATION FEB 2025)

NFS CLAUSES BY REFERENCE:

1852.203-71 Requirement to Inform Employees of Whistleblower Rights (JUL 2023) 1852.215-84 Ombudsman. (NOV 2023) 1852.223-70 Safety and Health Measures and Mishap Reporting. (DEC 2015) 1852.237-70 Emergency Evacuation Procedures. (DEC 1988) 1852.237-72 Access to Sensitive Information (JUN 2005) 1852.237-73 Release of Sensitive Information (JUN 2005) 1852.242-72 Denied Access to NASA Facilities. (OCT 2015)

(End of by reference section)

FAR CLAUSES IN FULL TEXT:

8. 1852.225-70 Export Licenses. (FEB 2000)

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR parts 120-130, and the Export Administration Regulations (EAR), 15 CFR parts 730-799, in the performance of this contract.

In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(b) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at Langley Research Center (LaRC), where the foreign person will have access to export-controlled technical data or software.

(c) The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

(d) The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

9. 1852.232-80 Submission of Vouchers/Invoices for Payment. (APR 2018)

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at FMD Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

(b) Except for classified vouchers, the Contractor shall submit all vouchers and invoices using the steps described at NSSC’s Vendor Payment information web site at:

https://www.nssc.nasa.gov/vendorpayment. Please contact the NSSC Customer Contact Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

(c) Payment requests.

(1) The payment periods are stipulated in the payment clause(s) contained in this contract.

(2) Vouchers submitted under cost-type contracts and invoices submitted under fixed-price contracts shall include the items delineated in FAR 32.905(b) supported by relevant back-up documentation. Back-up documentation shall include at a minimum, the following information:

(i) Vouchers.

(A) Breakdown of billed labor costs and associated contractor generated supporting documentation for billed direct labor costs to include rates used and number of hours incurred.

(B) Breakdown of billed other direct costs (ODCs) and associated contractor generated supporting documentation for billed ODCs.

(C) Indirect rate(s) used to calculate the amount of billed indirect expenses.

(D) Progress reports, as required.

(ii) Invoices.

(A) Description of goods and services delivered as part of the contract’s terms and conditions, including the dates of delivery/performance.

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

(A) Listing of all provisionally-billed fee by period or date earned since contract award.

(B) A reconciliation of all billed and earned fee.

(C) A clear explanation of the fee calculations.

(d) Non-electronic payment requests. The Contractor may submit a non-electronic voucher/invoice using the steps for non-electronic payment requests described at https://www.nssc.nasa.gov/vendorpayment, when any of the following conditions are met:

(1) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor.

(2) The contract includes provisions allowing the contractor to submit vouchers or invoices using the steps for non-electronic payment requests. In such instances the Contractor agrees to submit non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) Improper vouchers/invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher/invoices within seven calendar days of receipt by the NSSC Payment Office. Inquiries regarding requests for payment should be directed to the NSSC as specified in paragraph (b) of this section.

(f) Other payment clauses. 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.

(g) In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate payment request for the amount withheld will be required before payment for that amount may be made.

10. 1852.245-74 Identification and Marking of Government Equipment. (JAN 2011)

(a) The Contractor shall identify all equipment to be delivered to the Government using NASA Technical Handbook (NASA-HDBK) 6003, Application of Data Matrix Identification Symbols to Aerospace Parts Using Direct Part Marking Methods/Techniques, and NASA Standard (NASA-STD) 6002, Applying Data Matrix Identification Symbols on Aerospace Parts or through the use of commercial marking techniques that: (1) are sufficiently durable to remain intact through the typical lifespan of the property: and, (2) contain the data and data format required by the standards. This requirement includes deliverable equipment listed in the schedule and other equipment when no longer required for contract performance and NASA directs physical transfer to NASA or a third party. The Contractor shall identify property in both machine and human readable form unless the use of a machine readable-only format is approved by the NASA Industrial Property Officer.

(b) Equipment shall be marked in a location that will be human readable, without disassembly or movement of the equipment, when the items are placed in service unless such placement would have a deleterious effect on safety or on the item's operation.

(c) Concurrent with equipment delivery or transfer, the Contractor shall provide the following data in an electronic spreadsheet format:

(1) Item Description.

(2) Unique Identification Number (License Tag).

(3) Unit Price.

(4) An explanation of the data used to make the unique identification number.

(d) For equipment no longer needed for contract performance and physically transferred under paragraph (a) of this clause, the following additional data is required:

(1) Date originally placed in service.

(2) Item condition.

(e) The data required in paragraphs (c) and (d) of this clause shall be delivered to the NASA center receiving activity listed below:

TBD

(f) The contractor shall include the substance of this clause, including this paragraph (f), in all subcontracts that require delivery of equipment.

11. NASA Information Technology Procurement Office (ITPO) Rider to Manufacturer

End User License Agreements (for NASA End Users-Civil Servants and Contractors)

1. Scope. This NASA Rider establishes the terms and conditions enabling NASA and the associated Centers/Facilities (the "Client" or “Licensee”) to receive Hardware, Software and Services.

2. Applicability. The terms and conditions in the attached Value Added Reseller (VAR) or Manufacturer End User License Agreement (EULA) are hereby incorporated by reference into this agreement to the extent that they are consistent with Federal Law (e.g., the Anti- Deficiency Act (31 U.S.C. § 1341(a)(1)(B)), the Contracts Disputes Act of 1978 (41. U.S.C. § 7101-7109), the Prompt Payment Act, the Anti-Assignment statutes (31 U.S.C. § 3727 and 41 § U.S.C. 15), 28 U.S.C. § 516 (Conduct of Litigation Reserved to Department of Justice (DOJ), and 28 U.S.C.

§ 1498 (Patent and copyright cases)). To the extent the terms and conditions in the VAR or the Manufacturer's EULA are inconsistent with the Federal Law (See FAR 12.212(a) for Software), they shall be unenforceable. The Government cannot accept any terms or conditions for Software, Hardware, or Services inconsistent with the Government’s statutory rights per Federal Laws and Regulations.

(a) Contracting Parties. NASA (licensee) is the government customer. The Licensee will not be an individual acting in a “personal” vice “official” capacity. Either the Value Added Reseller “VAR” or the Manufacturer can be the Licensor. Conversely, the contracted Licensor will be a single entity. In cases where the government has secured an agreement for a particular manufactured product through a "VAR," the VAR will act on behalf of the manufacturer in that the manufacturer will not have Privity of contract with the government; however, in cases where the government has secured an agreement directly with the manufacturer (thus establishing privity), reference in this rider to VARs will not be applicable.

(b) Contract Formation. Subject to FAR Sections 1.601(a) and 43.102, all Government Orders must be signed by a duly warranted contracting officer. The same requirement applies to modifications affecting the rights of the parties. All terms and conditions intended to obligate the Government must be included within the order signed by the Government.

(c) Audit. Neither the Contractor nor the Publisher will consider any historical records of registration or activity prior to the start date of this agreement defined in Section 2 of this Exhibit eligible for use in an audit. During the term of this Agreement, if notice of audit is communicated under direction in Section 12 of this Exhibit: (a) If NASA's security requirements are met, the Licensor or its designated agent may audit NASA's Centers and associated facilities and records to verify NASA's compliance with this Agreement. Any such audit will take place only during the Ordering Activity's normal business hours contingent upon prior written notice that is specified in the resultant NASA solicitation (adherent to any security measures that NASA deems appropriate, including any requirements for personnel to be cleared prior to accessing sensitive facilities). The Licensor will give NASA, through the Contractor, written notice of any non-compliance, including the number of underreported Units of Hardware, Software or Services

("Notice"); or (b) If NASA’s security requirements are not met and upon Licensor's request through the Contractor, NASA may provide supporting documentation in lieu of the Contractor conducting an audit on behalf of the Licensor to demonstrate compliance with this Agreement.

(d) Termination. Clauses in the Licensor EULA referencing termination or cancellation of the contract the Licensor’s EULA are hereby deleted. References to such clauses are inconsistent with FAR 52.233-1, which requires the contractor to submit a claim to the contracting officer if it believes the Government to be in breach, and to continue performance during the pendency of the claim. In commercial item contracts, the FAR also specifies the procedures for Government termination for breach or convenience. Under FAR 12.302(b), the FAR provisions dealing with dispute and continued performance cannot be changed by the contracting officer. Termination shall be governed by FAR 52.212-4 and the Contract Disputes Act, 41 U.S.C. §§ 7101-7109, subject to the following exceptions:

The Licensor (if applicable) may request cancellation or termination of the License Agreement on behalf of the Manufacturer if such remedy is granted after conclusion of the Contracts Disputes Act process referenced in Section (p) below or if such remedy is otherwise ordered by a United States Federal Court.

(e) Consent to Government Law / Consent to Jurisdiction. Subject to the Contracts Disputes Act of 1978 (41.U.S.C §§ 7101-7109) and the Federal Tort Claims Act (28 U.S.C. §1346(b)). The validity, interpretation and enforcement of this Rider will be governed by and construed in accordance with the laws of the United States. In the event the Uniform Computer Information Transactions Act (UCITA) or any related Federal law or regulation is enacted, to the extent allowed by law, it will not apply to this Agreement, and the governing law will remain unchanged. All clauses in the Licensor EULA referencing equitable remedies are deemed not applicable to the Government order and will be deleted.

(f) Force Majeure. Subject to FAR 52.212 -4 (f) Excusable delays. Unilateral Termination by the Contractor does not apply to a Government order and all clauses in the Licensor EULA referencing unilateral termination rights of the Manufacturer are hereby deleted. This clause violates the contract formation rules of FAR 1.601(a) and 43.102. This allows the vendor to introduce unacceptable terms in the future and removes the Government's ability to control what terms it is bound by.

(g) Assignment. All clauses regarding Assignment are subject to FAR Clause 52.212-4(b), and FAR 42.12 Novation and Change-of-Name Agreements, and all clauses governing Assignment in the Licensor EULA are hereby deleted.

(h) Waiver of Jury Trial. All clauses referencing waiver of Jury Trial are subject to FAR Clause 52.212-4(d), and all clauses governing waiver of jury trial in the Licensor’s EULA are hereby deleted.

(i) Customer Indemnities. All Licensor EULA clauses referencing Customer Indemnities are hereby deleted. The government cannot commit to indemnify the vendor for various things. This is an obligation in advance of an appropriation that violates anti-deficiency laws (31 USC 1341 and 41 USC 6301), because it commits the Government to pay an unknown amount at an unknown future time. The violation occurs when the commitment is made, i.e., when the agreement featuring this clause is incorporated into a Government contract, and not when the clause is triggered.

(j) Contractor Indemnities. All Licensor EULA clauses that (1) violate DOJ’s right under 28 U.S.C. 516 to represent the Government in any case and/or (2) require that the Government give sole control over the litigation and/or settlement, are hereby deleted.

(k) Renewals. All Licensor EULA clauses that violate the Anti-Deficiency Act’s (31 U.S.C.

1341, 41 U.S.C.11) ban on automatic renewal are hereby deleted.

(l) Future Fees or Penalties. All Licensor clauses that violate the Anti-Deficiency Act (31 U.S.C.1341, 41 U.S.C. 11), that prohibits the Government from paying any fees or penalties beyond the Contract amount, unless specifically authorized by existing statutes, such as the Prompt Payment Act, or Equal Access To Justice Act 31 U.S.C. 3901, 5 U.S.C. 504 are hereby deleted. The Government should pay only the awarded contract price; any change to the contract price requires the contracting officer's approval and, specifically in Schedule contracts, is further limited as to frequency and amount. Applicable federal travel regulations govern travel costs.

Late payment interest is governed by the Prompt Payment Act (31 USC 3901 et seq) and Treasury regulations at 5 CFR 1315. Attorney fees are available only under limited circumstances to certain small business claimants as set forth in the Equal Access to Justice Act

(5 USC 504).

(m) Taxes. Taxes are subject to FAR 52.212-4(k), which provides that the contract price includes all Federal, state, local taxes and duties.

(n) Installation and Use of the Hardware of Software. Installation and use of the hardware or software shall be in accordance with this Rider and Licensor EULA.

(o) Dispute Resolution and Venue. Any disputes relating to the Licensor EULA and to this Rider shall be resolved in accordance with the FAR, and Contract Disputes Act, 41 U.S.C. §§ 7101- 7109. NASA acknowledges that the Licensor, shall have standing to bring such claim under the Contract Disputes Act.

(p) Advertisements and Endorsements. Unless specifically authorized by NASA in writing, use of the name or logo of any U.S. Government entity is prohibited.

(q) Public Access to Information. The Licensor agrees that the EULA and this Rider contain no confidential or proprietary information and acknowledges the EULA and this Rider will be available to the public.

(r) Confidentiality. Any provisions that require the Licensee to keep certain information confidential are subject to the Freedom of Information Act, 5 U.S.C. §552, and any order by a United States Federal Court.

Any Software License Agreement (SLA), End Use License Agreement (EULA), Terms of Service (TOS), Hardware Agreements or similar legal instrument or agreement which contains any of the below provisions are deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement, under the terms and conditions of any orders for ITPO unique Contract Line Item Numbers (CLINs).

a. Any provision that violates the Government’s sovereign immunity.

b. Any provision essentially stating that the license agreement constitutes the entire agreement between the licensee and licensor, that the license agreement is a final expression of the agreement between the parties, or that the license agreement supersedes all prior agreements between the parties (including all oral and written proposals). The terms and conditions and FAR clauses of this contract govern and shall not be superseded by any licensing agreement.

c. Any provision that permits the licensor the right to seek injunctive relief against the Government’s breach of an agreement which is in violation of the Disputes provision under FAR Clause 52.212-4(d).

d. Any provision that limit certain rights already granted to a licensee under

U.S. Copyright law, and/or includes a claim to copyright information that cannot be copyrighted under the law.

e. Any provision restricting the release of information held in the Government’s possession without an exemption for disclosures “required by law or regulation”.

52.212-4(s)(4) is deleted in its entirety and hereby replaced with the following:

(4) Addenda to this solicitation or contract, including any license agreements for computer software. The Additional Terms & Conditions and RIDER shall supersede any license or hardware agreements.

12. NASA IT Software and Hardware Rider

1. Audit and Compliance Review Notifications

All audit and compliance review notifications, to include anti-piracy violation inquiries, must be submitted via email to the Contracting Officer and Agency Software Manager. NASA will have 30 days to respond to all requests.

2. Use of Software with Automated Reporting Features

Automated reporting by a software firm with whom NASA maintains a licensing agreement must be encrypted through use of a VPN or over an authorized secure port to ensure information about NASA’s users and network is not exposed. Automated reporting from licensed software must not include personally identifiable information about NASA users. Automated reporting via unsecure means will not be allowed and such traffic will be blocked by NASA. NASA will not reconfigure security controls or firewall rules to accommodate automated software reporting.

Automated report blocking by NASA will not constitute a violation of Publisher terms and all stated clauses to this effect are void.

3. Geographical Limitations

Use of the license(s) shall not be restricted to specific locations or time zones nor require additional license(s) for use within the US or US territory. License use may transfer to other NASA/government sites as required to perform required work. Publisher may request notification prior to license relocation.

4. License Usage

In performance of NASA business, license(s) may be used by Government personnel and Government contractors. No additional licensing requirements will be applied or enforced for contractor usage in performance of contracting duties or projects.

5. Contract Terms

Use of click-thru or usage acknowledgement banners will not obligate the government or act as a contract modification.

Additional terms and conditions added to quotes and purchases will not be binding or act as a contract modification.

6. Reporting

Report requests for usage or entitlements, must be submitted and approved by the contracting officer, prior to report generation. Reports will not be utilized to generate or compel compliance action(s).

Generated reports will not be shared with any 3rd party without prior consent by NASA. All requests to share data with 3rd parties must be submitted in writing and disclose identity of third party, all information to be shared, justification for sharing information, and data retention period. NASA may require additional information depending on security posture.

7. AI

Use of any content, data, or other information generated through license usage is not authorized for Artificial Intelligence (AI) or Machine Learning (ML) training without written permission of NASA and use is not authorized for processing off premises and not for any reason not explicitly permitted by NASA.

8. Artifacts (received from Dept of State)

The Contractor must regularly identify, assess, monitor, and mitigate cybersecurity supply chain risks when providing covered articles or services to the Government. The Contractor shall maintain artifacts (i.e., any byproduct of hardware or software development that helps describe the architecture, design, and function of that hardware or software) that document its compliance with this paragraph and shall provide these artifacts to the Government within 48 hours of request, which may be redacted to remove sensitive proprietary information.

9. Price Sharing (received from OMB Memo M-16-12)

NASA may share all prices, terms, and conditions for commercial and COTS software licenses with other Government entities, including posting said information to the Acquisition Gateway.

Terms or conditions that preclude NASA from sharing prices paid with other Federal agencies are prohibited.

13. List of Attachments

The following documents are attached hereto and made a part of this order:

Attachment Description A Statement of Work B Offeror Quote (To Be Submitted)

OTHER RFQ PROVISIONS:

This solicitation incorporates one or more provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a provision may be accessed electronically at these addresses:

Federal Acquisition Regulation (FAR) provisions:

https://www.acquisition.gov/?q=browsefar

NASA FAR Supplement (NFS) provisions:

https://www.hq.nasa.gov/office/procurement/regs/NFS.pdf

FAR PROVISIONS BY REFERENCE:

52.212-1 Instructions to Offerors—Commercial Products and Commercial Services (Sep

2023) 52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or

Transactions Relating to Iran—Representation and Certifications (Jun 2020)

NASA FAR SUPPLEMENT PROVISIONS BY REFERENCE:

1852.233-70 Protest to NASA (Dec 2015)

FAR PROVISIONS IN FULL TEXT:

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Nov 2021)

The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services—Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications- Commercial Products or Commercial Services. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3.

(a) Definitions. As used in this provision—

Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.

Nothing in the prohibition shall be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) ( https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".

(d) Representation. The Offeror represents that—

(1) It □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and

(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that—

It □ does, □ does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services.

The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section.

(e) Disclosures.

(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment—

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment—

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(End of provision)

52.204-26 Covered Telecommunications Equipment or Services-Representation (Oct 2020)

(a) Definitions. As used in this provision, "covered telecommunications equipment or services" and "reasonable inquiry" have the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".

(c)

(1) Representation. The Offeror represents that it □ does, □ does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument.

(2) After conducting a reasonable inquiry for purposes of this representation, the offeror represents that it □ does, □ does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services.

(End of provision)

52.212-3 Offeror Representations and Certifications-Commercial Products and Commercial Services (May 2024) (DEVIATION FEB 2025)

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically in the System for Award Management (SAM) accessed through https://www.sam.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (v) of this provision.

(a) Definitions. As used in this provision—

Covered telecommunications equipment or services has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Economically disadvantaged women-owned small business (EDWOSB) concern means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

Forced or indentured child labor means all work or service—

(1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or

(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties.

Highest-level owner means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

Immediate owner means an entity, other than the offeror, that has direct control of the offeror.

Indicators of control include, but are not limited to, one or more of the following: ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

Inverted domestic corporation, means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

Manufactured end product means any end product in product and service codes (PSCs) 1000- 9999, except—

(1) PSC 5510, Lumber and Related Basic Wood Materials;

(2) Product or Service Group (PSG) 87, Agricultural Supplies;

(3) PSG 88, Live Animals;

(4) PSG 89, Subsistence;

(5) PSC 9410, Crude Grades of Plant Materials;

(6) PSC 9430, Miscellaneous Crude Animal Products, Inedible;

(7) PSC 9440, Miscellaneous Crude Agricultural and Forestry Products;

(8) PSC 9610, Ores;

(9) PSC 9620, Minerals, Natural and Synthetic; and

(10) PSC 9630, Additive Metal Materials.

Place of manufacture means the place where an end product is assembled out of components, or otherwise made or processed from raw materials into the finished product that is to be provided to the Government. If a product is disassembled and reassembled, the place of reassembly is not the place of manufacture.

Predecessor means an entity that is replaced by a successor and includes any predecessors of the predecessor.

Reasonable inquiry has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate—

(1) Are conducted under contract directly and exclusively with the regional government of southern Sudan;

(2) Are conducted pursuant to specific authorization from the Office of Foreign Assets Control in the Department of the Treasury, or are expressly exempted under Federal law from the requirement to be conducted under such authorization;

(3) Consist of providing goods or services to marginalized populations of Sudan;

(4) Consist of providing goods or services to an internationally recognized peacekeeping force or humanitarian organization;

(5) Consist of providing goods or services that are used only to promote health or education; or

(6) Have been voluntarily suspended."Sensitive technology"—

Sensitive technology—

(1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically—

(i) To restrict the free flow of unbiased information in Iran; or

(ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and

(2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3)of the International Emergency Economic Powers Act ( 50 U.S.C. 1702(b)(3)).

Service-disabled veteran-owned small business (SDVOSB) concern means a small business concern—

(1)

(i) Not less than 51 percent of which is owned and controlled by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran; or

(2) A small business concern eligible under the SDVOSB Program in accordance with 13 CFR part 128 (see subpart 19.14).

(3) Service-disabled veteran, as used in this definition, means a veteran as defined in 38 U.S.C.

101(2), with a disability that is service connected, as defined in 38 U.S.C. 101(16), and who is registered in the Beneficiary Identification and Records Locator Subsystem, or successor system that is maintained by the Department of Veterans Affairs’ Veterans Benefits Administration, as a service-disabled veteran.

Service-disabled veteran-owned small business (SDVOSB) concern eligible under the SDVOSB Program means an SDVOSB concern that—

(1) Effective January 1, 2024, is designated in the System for Award Management (SAM) as certified by the Small Business Administration (SBA) in accordance with 13 CFR 128.300; or

(2) Has represented that it is an SDVOSB concern in SAM and submitted a complete application for certification to SBA on or before December 31, 2023.

Service-disabled veteran-owned small business (SDVOSB) Program means a program that authorizes contracting officers to limit competition, including award on a sole-source basis, to SDVOSB concerns eligible under the SDVOSB Program.

Small business concern—

(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and size standards in this solicitation.

(2) Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

Small disadvantaged business concern, consistent with 13 CFR 124.1001, means a small business concern under the size standard applicable to the acquisition, that—

(1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by—

(i) One or more socially disadvantaged (as defined at13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States;

and

(ii) Each individual claiming economic disadvantage has a net worth not exceeding the threshold at 13 CFR 124.104(c)(2) after taking into account the applicable exclusions set forth at 13 CFR124.104(c)(2); and

(2) The management and daily business operations of which are controlled (as defined at 13.CFR 124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this definition.

Subsidiary means an entity in which more than 50 percent of the entity is owned—

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation

Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term "successor" does not include new offices/divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.

Veteran-owned small business concern means a small business concern—

(1) Not less than 51 percent of which is owned and controlled by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

Women-owned business concern means a concern which is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of its stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women

Women-owned small business concern means a small business concern—

(1) That is at least 51 percent owned by one or more women; or, in the case of any publicly owned business, at least51 percent of the stock of which is owned by one or more women; and

(2) Whose management and daily business operations are controlled by one or more women.

Women-owned small business (WOSB) concern eligible under the WOSB Program (in accordance with 13 CFR part 127), means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300.

(b)

(1) Annual Representations and Certifications. Any changes provided by the Offeror in paragraph (b)(2) of this provision do not automatically change the representations and certifications in SAM.

(2) The offeror has completed the annual representations and certifications electronically in SAM accessed through http://www.sam.gov. After reviewing SAM information, the Offeror verifies by submission of this offer that the representations and certifications currently posted electronically at FAR 52.212-3, Offeror Representations and Certifications-Commercial Products and Commercial Services, have been entered or updated in the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard(s) applicable to the NAICS code(s) referenced for this solicitation), at the time this offer is submitted and are incorporated in this offer by reference (see FAR 4.1201), except for paragraphs __.

[Offeror to identify the applicable paragraphs at (c) through (v) of this provision that the offeror has completed for the purposes of this solicitation only, if any.

These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer.

Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted electronically on SAM.]

(c) Offerors must complete the following representations when the resulting contract is for supplies to be delivered or services to be performed in the United States or its outlying areas, or when the contracting officer has applied part 19 in accordance with 19.000(b)(1)(ii). Check all that apply.

(1) Small business concern. The offeror represents as part of its offer that—

(i) It □ is, □ is not a small business concern; or

(ii) It □ is, □ is not a small business joint venture that complies with the requirements of 13 CFR 121.103(h) and 13 CFR 125.8(a) and (b). [ The offeror shall enter the name and unique entity identifier of each party to the joint venture: ____________.]

(2) Veteran-owned small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents as part of its offer that it □ is, □ is not a veteran-owned small business concern.

(3) SDVOSB concern. [Complete only if the offeror represented itself as a veteran-owned small business concern in paragraph (c)(2) of this provision.] The offeror represents that it □ is, □ is not an SDVOSB concern.

(4) SDVOSB concern joint venture eligible under the SDVOSB Program. The offeror represents that it □ is, □ is not an SDVOSB joint venture eligible under the SDVOSB Program that complies with the requirements of 13 CFR 128.402. [Complete only if the offeror represented itself as an SDVOSB concern in paragraph (c)(3) of this provision.] [The offeror shall enter the name and unique entity identifier of each party to the joint venture: ____________.]

(5) Small disadvantaged business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents that it □ is, □ is not a small disadvantaged business concern as defined in 13 CFR 124.1001.

(6) Women-owned small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents that it □ is, □ is not a women-owned small business concern.

(7) WOSB joint venture eligible under the WOSB Program. The offeror represents that it □ is, □ is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [ The offeror shall enter the name and unique entity identifier of each party to the joint venture: ____________.]

(8) Economically disadvantaged women-owned small business (EDWOSB) joint venture. The offeror represents that it □ is, □ is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [The offeror shall enter the name and unique entity identifier of each party to the joint venture: ____________.]

Note to paragraphs (c)(9) and…