SMS Broker Services RFQ 1305L223QNWWJ0004.pdf

U.S. DEPARTMENT OF COMMERCE (DOC)

NATIONAL OCEANIC AND ATMOSPHERIC

ADMINISTRATION (NOAA)

NATIONAL WEATHER SERVICE (NWS)

OFFICE OF DISSEMINATION (DISS)

SHORT MESSAGE SERVICE (SMS) BROKER SERVICE

REQUEST FOR QUOTATION (RFQ)

1305L223QNWWJ0004

ISSUED BY:

ACQUISITION AND GRANTS OFFICE (AGO)

EASTERN ACQUISITION DIVISION (EAD)

THE NATIONAL WEATHER SERVICE ACQUISITION

BRANCH

DATED: OCTOBER 17, 2022

TABLE OF CONTENTS

Section Title Page A Statement of Work 03 B Contract Clauses 13 C List of Exhibits and Attachments 50 D Solicitation Provisions 51

NOTES:

1. The Government anticipates awarding a Firm-Fixed-Price (FFP) type purchase order.

This requirement is being solicited and competed in accordance with Federal Acquisition Regulation (FAR) 13.5, Simplified Procedures for Certain Commercial Items.

2. This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR Subpart 12.6, Streamlined Procedures for Evaluation and Solicitation for Commercial Products and Commercial Services and 13.5, Simplified Procedures for Certain Commercial Items, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotations are being requested, and a separate written solicitation will not be issued. (The solicitation number is 1305L223QNWWJ0004 and is issued as a RFQ. This solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2022-07. This solicitation is being issued on Full and Open Basis after the Exclusion of Sources. This is a 100% Small Business Set-Aside. The associated NAICS Code is 517312 – ‘Wireless Telecommunications Carriers (except Satellite)’ and the Small Business Size Standard is 1,500 employees.

A. STATEMENT OF WORK

A.1. OVERVIEW AND BACKGROUND

The purpose of this acquisition is to extend the existing Mobile Decision Support Services (MDSS) Interactive National Weather Service (iNWS) Short Message Service (SMS) mobile alerting services for registered user up to 5 years beyond the end of the current contract period of performance, in order to sustain its contribution to improved decision support by community decision leaders during high-impact events, anytime, anywhere.

The National Weather Service (NWS) provides Impact-based Decision Support Services (IDSS) to a variety of classes of its designated core partners. Some of the applications and technologies deployed to provide IDSS require an SMS broker to provide SMS gateway services between the NWS and cellular service providers (carriers), and to secure carrier approval, provisioning, and certification.

MDSS (iNWS) is a mobile alerting service designed to bring critical weather data and automatic alerts directly to cell phones and mobile devices. The target audience for this service is community decision leaders. Our goal is to provide a tool for the NWS to deliver improved decision support to community decision leaders during high-impact events, anytime, anywhere.

MDSS (iNWS) is a mobile alerting service designed to bring critical weather data and automatic alerts directly to cell phones and mobile devices. The target audience for this service is community decision leaders. Our goal is to provide a tool for the NWS to deliver improved decision support to community decision leaders during high-impact events, anytime, anywhere.

MDSS (iNWS) provides NWS watches, warnings, and advisories in an interactive, user driven, real-time alerting service that leverages the solid NWS warning program. Users specify interest areas for location and types of weather alerts desired. MDSS (iNWS) embeds short hyperlinks in text message alerts to generate a brief but powerful message.

The National Oceanic and Atmospheric Administration (NOAA) is the leader in modeling and forecasting atmospheric and hydrologic behavior. iNWS provides delivery of this data to emergency managers and other key community decision makers who are in-route to a high-impact event, out of the office, or otherwise mobile. iNWS is working to take advantage of mobile information technology in order to enhance the service of our mission, and remain relevant in today’s society. The use of mobile technology is necessary for us to provide information to users more completely, in a more usable form, and in a timely manner, for the protection of life and property.

ADDITIONAL RESOURCES - Additional information on the MDSS (iNWS) program may be found on the MDSS (iNWS) website located at the following address: https://inws.ncep.n oaa.gov/

A.2. DATA FLOW

Users register with MDSS (iNWS) use a moderated web page at https://inws.ncep.noaa.gov/. The term moderated means that once the user submits a registration request, NWS must approve the request before the user is allowed to proceed further with the registration. The approval criterion are defined by NWS policy and focuses on who constitutes a local community leader (i.e.

emergency manager, media, local, state and federal agencies)

Once registered, each user can specify the weather alerts they want to receive through defining geographic areas, using a zip code, city, county, state, line or user defined polygon. The user can name their alert area and select the category of weather in which they are interested. Users specify how they would like alerts delivered to them; email and/or SMS.

In order to receive SMS alerts, users register their cellular phone number via the MDSS (iNWS) user registration web page. SMS alerts are not activated until users confirm their phone number by receiving a text code within an SMS sent to the provided phone number and entering that code into a web page form.

The MDSS (iNWS) system receives NWS weather alerts as they are issued. Upon receipt of a product the MDSS (iNWS) service calculates which users should receive an alert. The MDSS (iNWS) system formats and sends each alert to the SMS broker via web services. An initial status of the sent SMS is retrieved from the broker as soon as possible to identify problems and provide notification to administrators to take corrective action. The broker handles routing the SMS to the appropriate cellular provider for delivery to user's cellular phone.

To opt out of some or all SMS alerts, users may log into the MDSS (iNWS) web site and disable SMS alerts and/or delete specific alert areas they have previously defined. Users may also opt out of all SMS alerts by sending an SMS to the MDSS (iNWS) short code containing the words “stop” or “cancel” and will receive a confirmation of cancellation in response.

A.3 ESTIMATES FOR NUMBER OF USERS AND MESSAGES

The NWS MDSS (iNWS) system is transitioning from a prototype to an operational system. The targeted user base is the set of core partners (community decision leaders) who work with the NWS to help communities respond to high-impact weather events. The transition will include a controlled and regulated growth of registered users. The addition of new users is anticipated to range from an existing 60,000 users, to potentially 75,000 users over the next two years.

MDSS (iNWS) will transmit SMS messages to a small subset of the total number of registered users at any one time i.e. SMS alerts are only sent to those users affected by an individual weather alert. The number of SMS alerts is further reduced by combining several user alert areas affected by an NWS product into a single SMS message. MDSS (iNWS) will send SMS weather alerts for any location across the continental United States, Alaska, Hawaii, Puerto Rico, Guam, and American Samoa.

https://inws.ncep.noaa.gov/

Transmission of SMS alerts will vary based upon the number of weather events during any given day and the number of people located in the affected area. The timing of weather events also vary across the nation from day to day and dissemination rates for alerts on those events will vary accordingly.

The actual quantity of SMS messages per user will vary based on the user selected location(s) and coincident NWS weather alerts issued for that location(s). SMS utilization spikes will correspond to the appearance of severe weather events in those areas of user interest. Again, SMS alerts will only be sent to a small subset of the total number of registered users at any one time. In addition, it is important to note the nature of weather alerts and SMS dissemination for this service. MDSS (iNWS) users are distributed across the United States (versus in a single location like a city) and only small clusters of users would be impacted by specific types of weather; therefore, delivery of SMS weather alerts will also be of a distributed nature regarding carriers, cellular towers, and the timing for which alerts are disseminated.

The following are examples of the historical number of SMS messages disseminated for Calendar Year 2021:

Calendar Year 2021 Summary1,2,3:

January 2021 492,541 February 2021 770,159 March 2021 734,550 April 2021 490,699 May 2021 634,684 June 2021 781,293 July 2021 920,534 August 2021 861,811 September 2021 452,681 October 2021 469,022 November 2021 286,692 December 2021 652,040 . . . . . . Total: 7,546,706

Period Total 10/19/2020 to 10/18/2021 7,580,025 10/19/2019 to 10/18/2020 7,465,880 10/19/2018 to 10/18/2019 8,214,598 10/19/2017 to 10/18/2018 6,761,458

Note 1: approximately 50% of SMS messages occur on busy weather days, which typically may be only 3-6 days of the month

Note 2: SMS service will also be used to provide decision support messages to users from NWS Offices via the IDSS Management System. We estimate that this could initially generate an additional 200,000-250,000 SMS messages annually on top of current usage.

Note 3: Due to the nature of weather events and the responsibility of the NWS to generate weather warning alerts, it is difficult to predict exactly how many alert messages may be generated for any given month or location.

B. REQUIREMENTS

B.1. TECHNICAL REQUIREMENTS

The SMS Broker will adhere to the following requirements:

a) The SMS Broker shall provide text message delivery to users located throughout the

Contiguous United States (CONUS), Alaska, Hawaii, Puerto Rico, Guam and American Samoa. This requirement does not pertain to areas for which there is no carrier automation available for message delivery.

b) SMS Broker shall not store user information including cell phone number, or Government server information. SMS broker shall not sell nor share this information with anyone or any entity.

c) SMS Broker shall provide mobile users the option to opt-out of the service via SMS service by texting “stop” or “cancel” to the Common Short Code (CSC); for which they will receive a confirmation message of a successful opt-out by the MDSS (iNWS) web application.

d) The SMS broker shall ensure message delivery priority by ensuring weather alerts take precedence over all non-government SMS messages.

e) The SMS broker shall, at a minimum, support receiving 10 incoming SMS messages per second for delivery to MDSS (iNWS) subscribers.

f) SMS broker shall use the existing reserved CSC for NWS SMS messaging. The existing CSC is: 56149

g) SMS broker shall use the existing Long Code numbers to embed a web address or landing page link. The Long Code shall support voice, fax and SMS messaging. The existing Long Code is: 877-744-4697

h) SMS broker shall provide access to a Hypertext Transfer Protocol Secure (HTTPS) web interface and associated application programming interfaces (APIs) for connecting the NWS MDSS (iNWS) application to the SMS gateway platform.

i) SMS broker shall coordinate carrier certification of the NWS MDSS (iNWS).

j) SMS broker shall provide for expansion of service to (smaller, such as rural) carriers that are not already serviced by the SMS broker, as needed, to reach target mobile users.

k) SMS broker shall provide SMS service availability at a monthly rate of 99.9%.

l) SMS broker shall adhere to Information Technology (IT) security standards.

m) SMS broker shall record and report monthly on the quantity of mobile originated and mobile terminated SMS message transmission between the NWS, the named carriers, and end-users of the NWS MDSS (iNWS) campaign.

n) SMS broker shall provision for tracking, recording and reporting the progress of SMS messages throughout the delivery process. This Delivery Status Notification information shall be provided to the Government through the MDSS (iNWS) / SMS gateway platform interface, as documented in the SMS Broker Interface Control Document.

o) The SMS broker shall notify NWS, by email, when message delivery criteria are not met and identify the carrier and criteria not met.

p) SMS broker shall ensure a minimum delivery rate of ten (10) SMS messages per second for mobile terminated SMS.

q) SMS Broker shall provide service without requiring mobile originated “opt-in”. Users shall only be able to “opt-in” via the MDSS (iNWS) website.

r) The SMS broker shall notify the Government upon detection or suspicion of a System Information Security incident or concern. (see B.5.)

s) SMS Broker shall ensure a minimum capability to provide 20 concurrent Simple Object Access Protocol (SOAP)/ Extensible Markup Language (XML) connections.

t) SMS Broker shall be capable of servicing 120,000 SMS messages in a 24-hour period.

u) SMS Broker shall actively monitor for, and if possible, work around upstream carrier delivery issues (e.g., gateway problems, impactful maintenance, and others) to minimize message delivery delays

v) Connections initiated by the iNWS Broker service to the Government MDSS (iNWS) interface will exercise security protocols for a secure connection.

B.2. MESSAGE FORMAT SPECIFICATIONS AND QUANTITY REQUIREMENTS

The SMS broker shall be capable of delivering messages in the MDSS (iNWS) message format as received from the MDSS (iNWS).

Four message format examples:

SPSMQT from 4/11/2022 12:22 PM to 4:00 PM EDT for Ontonagon County, MI.

https://inws.ncep.noaa.gov/a/a.php?i=68354564

New event. Tornado Warning from 7/5/2022 11:57 AM to 12:30 PM CDT for Sully County, SD.

https://inws.ncep.noaa.gov/a/a.php?i=72019276 https://inws.ncep.noaa.gov/a/a.php?i=69155480 Forecasted change No Flooding to Near Flood Stage.Mississippi River at Chester (CHSI2)

ALERT: Geomagnetic K-index of 4 More info at: https://www.swpc.noaa.gov

Based on historical data, allowances for growth in the number of products, and the additional users in Guam and American Samoa (see A.3), the SMS Broker service shall be capable of sending 10,000,000 SMS messages over a continuous 12 month period of performance. The annual period of performance total shall be broken out as a base quantity of 8,000,000 messages, with an option to exercise 2,000,000 additional messages in the event the base quantity of 8,000,000 messages is exceeded.

B.3. TESTING REQUIREMENTS

Testing the SMS service capabilities shall be conducted to verify the service meets or exceeds the performance requirements specified herein, including: SMS content and format integrity, https://inws.ncep.noaa.gov/a/a.php?i=68354564 https://inws.ncep.noaa.gov/a/a.php?i=72019276 https://inws.ncep.noaa.gov/a/a.php?i=69155480 https://www.swpc.noaa.gov/

SMS broker service receipt and delivery, SMS message status tracking and reporting, and system reliability (99.9%) as measured within the confines of the test period.

The vendor test plan shall include contingency plan scenarios, including system recovery and reconstitution, to demonstrate SMS broker service continuity of operations in the event of significant facility or equipment damage.

The vendor shall provide all the program management, documentation, personnel, hardware, software, test equipment, and facilities necessary to conduct testing of the SMS services. The Government will provide the MDSS (iNWS) HTTPS test interface and SMS messages for the test(s). Government/Contractor teleconferences or video teleconferences may take place prior to, during or after the SMS Service Verification Test to help coordinate or clarify test actives and results.

The vendor’s SMS Service Verification Test Plan and SMS Service Verification Test Procedure shall be delivered to the Government within 14 days after purchase order award for Government review and comment or approval. Government substantive comments, if any, will be returned within 7 calendar days to the vendor for document updates. Updated documents shall be returned to the Government for approval within 5 business days of receiving Government comments. The SMS Service Verification Test Results document shall be delivered: (a) within 14 calendar days after completion of the all tests, and (b) 14 calendar days or more, prior to the end of the existing service contract date of April 18, 2023, for Government review and comment or approval. Government comments, if any, will be returned to the vendor within 7 calendar days for vendor response(s) or document updates. Vendor shall respond or resubmitted the updated document within 5 business days following receipt of Government comments.

B.4. SERVICES MANAGEMENT REQUIREMENTS

The SMS Broker shall notify the Government of all “planned outages” upon receiving notification from carriers or other participating entities. The SMS Broker shall notify the Government of all “unplanned outages” when notifications are received from carriers and other participating entities, or when the SMS Broker identifies them. The SMS Broker shall notify the Government of the outage recovery within an hour of the return of the service.

The vendor shall have the responsibility to provide monthly reports for the following service related information.

a) Monthly report of the total number of messages received, and delivered.

b) Monthly report of message service outages detailing date and location of message failure.

c) Monthly report of approvals for carriers who opt-in to the NWS Mobile Decision Support

Services (iNWS) SMS campaign.

d) Monthly report of expansion of small, rural carriers not already serviced by the SMS broker.

B.5. SERVICE INFORMATION SECURITY REQUIREMENTS

IT security policy and documentation currently implemented by the vendor shall be delivered to the Government with the purchase order quote, and all subsequent document updates delivered to the Government upon their release, throughout the life of the purchase order.

The SMS Broker shall continuously monitor the security condition of the system and take appropriate steps to maintain the system in a secure condition.

The SMS Broker shall notify immediately by telephone the NWS NOAA Central Operations (NCO) Senior Duty Meteorologist (SDM) upon detection or suspicion of a System Information Security incident or concern, and shall thereafter email both the SDM and NOAA Computer Incident Response Team (NCIRT) with a report of the incident.

C. TRANSITION

C.1. PHASE IN OF SMS BROKER SERVICES

The current MDSS (iNWS) SMS service will reach the end of its contract term on April 18, 2023. The new SMS Broker shall ensure the capability of providing SOW-compliant SMS services not less than two (2) weeks prior to the existing contract termination date on April 18, 2023.

The new SMS broker service purchase order is scheduled for award on or about 90 days prior to the existing contract end date on April 18, 2023, to accomplish both of the following:

a) Government completion of all iNWS software modifications for a successful interface to the new SMS Broker service.

b) Successful completion of vendor’s service test for the new SMS Broker services, not less than 14 calendar days prior to the existing contract termination date on April 18, 2023.

The transition from the existing MDSS (iNWS) broker shall be made in such a way that normal operations and MDSS (iNWS) broadcasts are not interrupted.

C.2. END-OF-CONTRACT PHASE OUT SMS BROKER SERVICE

The MDSS (iNWS) broker will participate in the phase out of their services during the final 30 days of the purchase order, to help ensure a seamless transition to a new provider and avoid interrupting normal MDSS (iNWS) broker operations and broadcasts. The Government may issue a notification of a date and time, up to 15 days prior to the end of contracted services, on which the Government will suspend utilizing the SMS Broker’s services and begin using the follow-on SMS Broker’s service.

The MDSS (iNWS) broker shall ensure all deliverables are completed and delivered to the Government prior to the delivery of the final service invoice and within 30 days following the end of contracted services.

D. GOVERNMENT FURNISHED PROPERTY, EQUIPMENT, AND SERVICES

The Government will provide a secure connection to the iNWS Broker API for the transmission and receipt of information in compliance with the SMS Broker Interface Control Document.

E. DELIVERABLES

E.1. REQUIRED DELIVERABLE DOCUMENT ELEMENTS

Each document delivered should have the following minimum required elements. Discuss the addition of any extra elements with the program manager (PM) and contracting officer’s representative (COR) prior to time being spent to develop a sample version. The vendor’s PM/deputy PM (DPM) should submit recommended format changes for NWS approval. Once approved, the respective document format changes will remain in effect until the next change.

a) SMS Broker Interface Control Document - SMS Broker’s format or industry best practice.

b) Vendor’s IT security policy and documentation - SMS Broker’s format or industry best practice.

c) SMS Service Verification Test Plan - SMS Broker’s format or industry best practice.

d) SMS Service Verification Test Procedures - SMS Broker’s format or industry best practice.

e) SMS Service Verification Test Results - SMS Broker’s format or industry best practice.

f) Delivery Status Notification(s) - In compliance with SMS Broker Interface Control Document

g) NWS SMS Traffic Report: Includes the total number of messages received and delivered by each service provider (e.g., carrier), total message count for the monthly performance period and the total message count for the latest full calendar month.

h) Service Outage Report - Report summarizing by service provider (e.g., carrier), total duration of all outage(s) during the period of performance; and listing a detailed chronological accounting of each incident supporting the summary and listing start and end time, type of outage (e.g., maintenance, incident, etc.), service provider (e.g., carrier) and brief statement of impact to delivery.

i) Carrier Approvals Report - Listing of all iNWS Campaign carrier approvals and certifications in effect during the reporting period.

j) Carrier Expansion Report – Lists the successful expansion of carriers, including small, rural carriers, not already serviced by the SMS broker, experienced during the monthly period of performance.

k) IT Security Incident Report - SMS Broker’s format or industry best practice.

l) Unplanned Message Delivery Criteria Not Met (email): SMS Broker’s format. For example, a carrier reporting an incident or emergency maintenance, etc.; Impact: Message Latency may be experienced. Notification email shall be sent identifying the start of the event and another identifying the end of the event. These individual incidents if characterized as an outage shall be included in the Service Outage Report.

m) Planned Service Outage Notification (email) – Includes carrier notifications of planned outages. Notification email shall be sent identifying the start of the event and another identifying the end of the event. All incidents shall be included in the Service Outage Report.

F. GOVERNMENT TERMS & DEFINITIONS

AM Ante meridiem: before noon API Application Programming Interface CO Contracting Officer CONUS Contiguous United States (lower 48 states) COR Contracting Officer Representative C-Spc. Contract Specialist email Electronic Mail HTTPS Hypertext Transfer Protocol Secure IDSS Impact-based Decision Support Services IT Information Technology iNWS Interactive NWS (new mobile and desktop applications of the NWS) MDSS NWS Mobile Decision Support Service NCO NOAA Central Operations NOAA National Oceanic and Atmospheric Administration NWS National Weather Service PM Project/Program Manager/or/ Post Meridiem: after noon SDM Senior Duty Meteorologist SMS Short Message Service SOAP Simple Object Access Protocol XML Extensible Markup Language

G. CLAUSES

1. FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This purchase order 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:

FAR: https://www.acquisition.gov/far/part-52 CAR: Electronic Code of Federal Regulations NAM: http://www.ago.noaa.gov/acquisition/AcqManual

Clause No. Clause Title Date

FAR 52.203-19 Prohibition On Requiring Certain Internal Confidentiality Agreements Or Statements JAN 2017 FAR 52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 FAR 52.204-14 Service Contract Reporting Requirements OCT 2016 FAR 52.204-18 Commercial and Government Entity Code Maintenance AUG 2020

FAR 52.204-23

Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities.

NOV 2021

FAR 52.204-25

Prohibition of Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

NOV 2021

FAR 52.232-40 Providing Accelerated Payments To Small Business Subcontractors NOV 2021 FAR 52.239-1 Privacy or Security Safeguards AUG 1996 CAR 1352.201-70 Contracting Officer's Authority APR 2010 CAR 1352.208-70 Restrictions on Printing and Duplicating APR 2010 CAR 1352.209-72 Restrictions Against Disclosure APR 2010 CAR 1352.209-73 Compliance with the Laws APR 2010 CAR 1352.209-74 Organizational Conflict of Interest APR 2010 CAR 1352.228-72 Deductibles Under Required Insurance Coverage— Fixed Price APR 2010 CAR 1352.231-71 Duplication of Effort APR 2010 CAR 1352.239-71 Electronic and Information Technology APR 2010 CAR 1352.239-72 Security Requirements for Information Technology Resources APR 2010 CAR 1352.242-70 Post Award Conference APR 2010 https://www.acquisition.gov/far/part-52 https://www.ecfr.gov/current/title-48/chapter-13 http://www.ago.noaa.gov/acquisition/AcqManual

2. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act ( 31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_233_1 https://www.acquisition.gov/far/part-52#FAR_52_202_1 occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

https://www.acquisition.gov/far/part-52#FAR_52_232_33 https://www.acquisition.gov/far/part-52#FAR_52_232_34

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

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

(i) Payment.-

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_212_5

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

https://www.acquisition.gov/far/part-32#FAR_32_608_2

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C.

4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American;

and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of clause)

3. FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (MAY 2022)

(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 and Other Covered Entities (Nov 2021) (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) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

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

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

_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. 2402).

__ (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.)

_X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

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

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

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Nov 2021) (31 U.S.C. 6101 note).

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

__ (10) [Reserved].

__ (11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Sep 2021) (15 U.S.C. 657a).

__ (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Sep 2021) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (13) [Reserved] _X_ (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-6.

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

__ (ii) Alternate I (Mar 2020) of 52.219-7.

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

__ (17) (i) 52.219-9, Small Business Subcontracting Plan (Nov 2021) (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 2021) of 52.219-9.

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

__ (ii) Alternate I (Mar 2020) of 52.219-13.

__ (19) 52.219-14, Limitations on Subcontracting (Sep 2021) (15 U.S.C. 637s).

__ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Sep 2021) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set- Aside (Sep 2021) (15 U.S.C. 657f).

_X_ (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (Sep 2021) (15 U.S.C. 632(a)(2)).

__ (ii) Alternate I (Mar 2020) of 52.219-28.

__ (23) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Sep 2021) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Sep 2021) (15 U.S.C. 637(m)).

__ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C. 644(r)).

__ (26) 52.219-33, Nonmanufacturer Rule (Sep 2021) (15U.S.C. 637(a) (17)).

_X_ (27) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).

_X_ (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2022) (E.O.13126).

_X_ (29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_X_ (30) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246).

__ (ii) Alternate I (Feb 1999) of 52.222-26.

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

__ (ii) Alternate I (Jul 2014) of 52.222-35.

_X_ (32) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 793).

__ (ii) Alternate I (Jul 2014) of 52.222-36.

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

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

_X_ (35) (i) 52.222-50, Combating Trafficking in Persons (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).

__ (36) 52.222-54, Employment Eligibility Verification (May 2022) (Executive Order 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.)

__ (37) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA– Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

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

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

__ (40) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s…