Solication 75H70725Q00117-Dental Preventive Maintenance.pdf

Solicitation No. 75H70725Q00117 Project Title

Dental Preventative Maintenance & Repair Services

SECTION 11B – CONTINUATION

This is a combined synopsis/solicitation for the Indian Health Service (IHS) for commercial services prepared in accordance with the format in Federal Acquisition Regulation (FAR) Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotations are being requested and a written solicitation will not be issued.

This is a Request for Quote (RFQ) in accordance with FAR Part 12 – Commercial Items and FAR Part 13 – Simplified Acquisition Procedures. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2025-03.

The associated North American Industrial Classification System (NAICS) code for this procurement is 811210 with a small business size standard of 1,250 employees.

SECTION 1 - SUPPLIES OR SERVICES AND PRICES/COSTS

1.1 SERVICES

1.1.1 The Indian Health Service (IHS)/Albuquerque Area Office (AAO), has a need to provide specialized Dental Preventive Maintenance & Repair Service Agreement for all dental equipment to meet the Business and Mission needs of the Jicarilla Service Unit (JSU) located in Dulce, NM.

1.1.2 The Government intent is to award a single contract resulting from this solicitation

1.2 ACQUISITION

1.2.1 This acquisition will include an initial base period with 4 one-year option periods for renewal.

1.3 CONTRACT PRICE

1.3.1 As an independent contractor, the responsibility for billing and collecting federal, state and local city taxes lies with the contractor. This includes all applicable taxes for Internal Revenue Service (IRS), New Mexico Gross Receipt Taxes (NMGRT) for services provided in any county in the State of New

Mexico. Indian Health Service will not withhold taxes nor will it issue a W-2 to the contractor.

1.3.2 This solicitation will be a Firm Fixed Price (FFP) purchase order and the price for this purchase is $(TBD).

SCHEDULE OF CHARGES FOR THE BASE PERIOD:

1.5 Schedule of Charges for Option Periods:

Item # Period Description Total Price

CLIN 1 10/01/2025- 09/30/2026

Specialized Dental Preventative Maintenance & Repair Service Agreement

TOTAL FOR BASE YEAR:

1.5.1 Unless the Government exercises its option, pursuant to the option clause referenced in the Contract

Clauses section, this contract consists only of the Base Period specified in this contract.

1.5.2 Pursuant to either the FAR Clause 52.217-8, Option to Extend Services or the FAR Clause 52.217-9, Option to Extend the Term of the Contract, set forth in Section 12, Contract Clauses, of this contract, the Government may, a unilateral contract modification, require the Contractor to perform the Option Period(s) as defined in the SOW of this contract.

1.5.4 If the Government exercises its option pursuant to the OPTION PROVISION of this contract, the

Government's total estimated contract amount, represented by the sum of the price of base plus option periods and the period of performance will be as follows:

SCHEDULE OF OPTION PERIODS:

Price

CLIN 2 10/01/2026- 09/30/2027

Specialized Dental Preventative

TOTAL FOR OPTION YEAR ONE:

Price

CLIN 3 10/01/2027- 09/30/2028

Specialized Dental Preventative

TOTAL FOR OPTION YEAR TWO:

Price

CLIN 4 10/01/2028- 09/30/2029

Specialized Dental Preventative

TOTAL FOR OPTION YEAR THREE:

Price

CLIN 5 10/01/2029- 09/30/2030

Specialized Dental Preventative

TOTAL FOR OPTION YEAR FOUR:

(Base period with four option periods) Grand Total:

1.5.5 Note: Unit price shall be an all-inclusive rate of all other fees including travel expenses, per diem, lodging all cities, state, federal, local taxes and miscellaneous cost associated with the above services.

SECTION 2 – DEFINITIONS:

2.1 Acceptance: Constitutes acknowledgement that the supplies or services conform to the applicable contract quality and quantity requirements, except as provided in FAR subpart 46.5 and subject to other terms and conditions of the contract.

2.2 Approval: Acknowledgment by the designated Government official that submittals, deliverables, or administrative documents (e.g., insurance certificates, installation schedules, planned utility interruptions, etc.)

conform to the contractual requirements. Government approval does not relieve the Contractor from responsibility for compliance with contract requirements.

2.3 Area: A defined geographical region for Indian Health Service administrative purposes. Each Area Office may administer several Service Units.

2.4 Contracting Officer (CO): A Government employee with the authority to enter into, administer, and/or terminate contracts and make related determinations and findings.

2.5 Contracting Officer's Representative (COR): A federal employee who assists the ordering/issuing activity-contracting officer in the administration of task orders issued under this contract. The COR is primarily responsible for the technical assistance and day-to-day program management of the ordering activity's task orders. Ordering activities may have different designators for this employee.

2.6 Contractor: The individual award a legal binding contract to provide supplies and services.

2.7 Customer: Staff of the IHS service unit and health center.

2.8 Customer Evaluation/Input: Written comments made to the COR regarding the Contractors performance. This is one of the criteria used to evaluate the Contractor's performance.

2.9 Dependability: Qualities of being trusted and being able to repeat the same task to yield the same result.

2.10 Federal Acquisition Regulation (FAR): The FAR is the primary regulation for use by all Federal Executive agencies in their acquisition of supplies and services with appropriated funds.

2.11 Outcome: End result.

2.12 Past Performance Information: Relevant information regarding a contractor's actions under previously awarded contracts.

2.13 Quality Assurance Surveillance Plan (QASP): A written document prepared and used by the government for

Quality Assurance surveillance of the contractor's performance.

2.14 Service Contract: A contract that directly engages the time and effort of a contractor whose primary purpose is to perform an identifiable task rather than to furnish an end item of supply. A service contract may be either a non-personal or a personal contract. It can also cover services performed by either professional or nonprofessional personnel whether on an individual or organizational basis.

2.15 Service Unit: The local administrative unit of IHS.

2.16 Technical Direction: A directive to the Contractor that approve approaches, solutions, designs, or refinements;

fills in details or otherwise completes the general description of work or documentation items; shifts emphasis among work areas or tasks; or furnishes similar instruction to the Contractor. Technical direction includes requiring studies and pursuit of certain lines of inquiry regarding matters within the general tasks and requirements in Section 5 of this contract.

SECTION 3 – GOVERNMENT-FURNISHED PROPERTY AND SERVICES:

3.1 The Government shall provide Government property to the Contractor for use in the performance of this contract. This property used and maintained by the Contractor in accordance with provisions of FAR Clause 52.245-1, Government Property, if applicable.

SECTION 4 – CONTRACTOR-FURNISHED ITEMS- NOT APPLICABLE

SECTION 5 – STATEMENT OF WORK (SOW)

5.1 The contractor shall be in accordance with all Federal State, Local, Tribal and IHS regulations and shall be made with minimal divergence from the schedule established and with minimum disturbance and maximum protection of government personnel, property and general public.

(a) The contractor shall provide the following:

• Perform specialized Preventative Maintenance & Repairs for all dental equipment within the Dental Department.

• The contractor must be certified to work on all equipment within the Dental Department (list of equipment will be attached)

• Contractor to provide on-site services within 1 day of Jicarilla Service Unit (JSU) giving Contractor notice for emergency needs and to provide a quote within 1-5 business days of JSU giving contractor notice for routine needs.

• Contractor will be available for troubleshooting services over the phone on as-needed basis.

Services will be rendered and taxes will be paid for these services.

Contractor must be able to acquire and supply parts within a reasonable timeframe (for anything that is not backordered: within 1 week) as JSU needs to be able to meet emergency routine needs.

None of the services furnished under this agreement shall be subcontracted or transferred to another contractor or organization

(b) The contractor will provide services for the entirety of this contract. Technical support and any changes will be communicated with all stake holders involved in the project, to include:

• Jicarilla Service Unit COR

• Jicarilla Service Unit’s Dental Department Supervisor

• Albuquerque Area Office Acquisitions/ Procurement Group

5.2 Work Schedule:

5.2.1 Will be between the hours of 8:00 am to 4:30 pm. There will be no scheduled work on weekends or Federal holidays. If there should be any change in normal working hours, this will be coordinated with the COR.

5.3 Performance Evaluation:

5.3.1 The contractor must be able to meet the requirements of the services listed in the SOW to a satisfactory degree.

5.3.2 The Contractor will immediately report to the COR any information or circumstances that may violate any statute, policy, or procedure, including any changes in applicable federal, state, county, or tribal regulations or licensure requirements that may affect the services that are received.

5.4 CONTRACTOR QUALIFICATION REQUIREMENTS:

5.4.1 Have service personal to complete the annual preventive maintenance and repairs as needed.

5.4.2 Provide, authorized, and certified technicians of the proposed manufacturer so that all applicable service agreements are valid

5.4.3 Meetings may be required on location prior to the stat of any work for site review, coordination purposes, as well as introduction of all concerned parties.

5.4.4 Subpoenas/Testimonies:

Contractors are mandated to cooperate with appropriate IHS managers when the contractors’ employees are subpoenaed or requested by Tribal, State or Federal Parties to provide testimony. As stated in Section 5.27.3(8)(9) of the Indian Health Manual

5.4.5 Vendor must have an active registration in sam.gov and provide the UEI number.

5.4.6 Vendor must be knowledgeable of all necessary regulations and industry standards to fulfill the requirements and to provide specialized dental preventive maintenance & repair service for all dental equipment.

5.5 Challenges to Conflicts:

5.5.1 First Priority: COR

5.5.2 Second Priority: CO

5.6 When the Contractor demonstrates impaired judgement, they cannot continue working on the purchase or task order. The Government reserves the right to remove from the facility any Contractor employee who in the judgment of a licensed healthcare practitioner is impaired.

SECTION 6- QUALITY ASSURANCE SURVEILLANCE PLAN – NOT APPLICABLE

SECTION 7 - PACKAGING AND MARKING

7.1 DELIVERY

All deliverables shall be delivered to the following address, if necessary:

Jicarilla Service Unit 500 N Mundo Dr Jicarilla, NM 87528

SECTION 8 - INSPECTION AND ACCEPTANCE

8.1 INSPECTION AND ACCEPTANCE: All work under this contract is subject to inspection and final acceptance by the

Contracting Officer or the duly authorized representative of the government. The COR, as a duly authorized representative of the Contracting Officer, shall assume the responsibilities for monitoring the Contractor's performance, evaluating the quality of services provided by the Contractor and performing final inspection and acceptance of all deliverables and services called for by the contract.

8.2 FEDERAL ACQUISITION REGULATION {48 CFR CHAPTER 1) CLAUSES

FAR Clause No. Title Date

52.246-4 Inspection of Services – Fixed Priced (Aug 1996)

SECTION 9 - DELIVERIES OR PERFORMANCE

9.1 PERIOD OF PERFORMANCE: -

The period of performance is a Base Period of 12 months with four-12-month Option periods, unless extended by modification to this contract. The Government may extend the period of performance in accordance with

FAR Clause 52.217-9 - Option to Extend Services (Nov 1999); upon written notification by the Contracting Officer within 30 days of contract expiration.

9.1.1 Services under this contract shall commence NLT 15 days after all clearances occur.

Base: October 01, 2025 to September 30, 2026 Option Year 1: October 01, 2026 to September 30, 2027 Option Year 2: October 01, 2027 to September 30, 2028 Option Year 3: October 01, 2028 to September 30, 2029 Option Year 4: October 01, 2029 to September 30, 2030

9.1.2 Performance must be for the period of October 01, 2025 to September 30, 2026 unless the period changed by written modification to the purchase order in accordance with FAR 52.217-9, Option to Extend the Term of the Contract.

9.1.3 Total contract award must not exceed five years. Based option year renewals on satisfactory services provided availability of funds for the appropriate fiscal year, and existing requirements.

9.2 PLACE OF PERFORMANCE: The contractor must provide specialized dental preventive maintenance & repair service for all dental equipment at the following Albuquerque Area Indian Health Service Facility:

Jicarilla Service Unit 500 N Mundo Dr Dulce, NM 87528

9.3 Travel to and from the facility/office site are not included in the tour of duty and cannot be invoiced as part of

Travel to and from the facility/office site. The hours of business are Monday through Friday, from 8:00 AM to 4:30 PM. The actual hours will be scheduled in advance through the designated COR.

9.3 GOVERNMENT HOLIDAYS (https://www.federalpay.org/holidays) New Year's Day Martin Luther King's Birthday President's Day Memorial Day Juneteenth Independence Day Labor Day Columbus Day Veteran's Day Thanksgiving Day Christmas Day

*Any other day specifically declared by the President of the United States to be a national holiday (see www.opm.gov/fedhol ).

SECTION 10 - CONTRACT ADMINISTRATION

10.1 AUTHORITIES OF GOVERNMENT PERSONNEL: Notwithstanding the Contractor's responsibility for total management during the performance of this Contract, the administration of the Contract will require maximum coordination between the Government and the Contractor. The following individuals will be the Government's points of contact during the performance of this Contract.

The Federal Acquisition Regulation defines an unauthorized commitment as an agreement that is not binding solely because the government representative who made it lacked the authority to enter into that agreement on behalf of the government. Only contracting officers have the authority to make purchases or award contracts.

Upon receipt and/or execution of any order placed for goods or services, the vendor shall verify that the Government Agent issuing the order has necessary authority to entire into the purchase order/contract. If it is determined that the vendor failed to do so, they may be held liable for future Unauthorized Commitments.

10.2 CONTRACTING OFFICER

http://www.opm.gov/fedhol

The IHS Contracting Officer (CO) is the only individual authorized to modify this Contract. The CO responsible for administrative and contractual issues concerning this purchase order is:

Raelynn Ray, (CO) Indian Health Service/Division of Contracts & Grants Management (DCGM) 4101 Indian School Road NE, Suite 225 Albuquerque, NM 87110 Phone: 505-256-6757 Email: raelynn.ray@ihs.gov Send all communications pertaining to contractual and/or administrative matters to the address above and to the Contract Specialist administering this Contract.

HHSAR 301-602-3 Ratification of Unauthorized Commitments: The Government is not bound by agreements with, or contractual commitments made to, prospective contractors by individuals who do not have delegated contracting authority. Unauthorized commitments do not follow the appropriate process for the expenditure of Government funds. Consequently, the Government may not be able to ratify certain actions, putting a contractor at risk for taking direction from a Federal official other than the contracting officer. See FAR 1.602-1.

Government employees responsible for unauthorized commitments are subject to disciplinary action.

Contractors perform at their own risk when accepting direction from unauthorized officials. Failure to follow statutory and regulatory processes for the expenditure of Government funds is a very serious matter.

10.3 CONTRACTING OFFICER'S REPRESENTATIVE (COR) & ALTERNATE CONTRACTING OFFICER’S REPRESENTATIVE

(ALT-COR)

10.3.1 Samantha Lopez-Hinds, (575) 759-7241, Samantha.Lopez-Hinds@ihs.gov, is hereby designated as COR for this service. The COR’s responsibilities will be to coordinate with the contractor the technical aspects of this service and the review of performance hereunder. The COR does not have the authority to change or alter the order amount, terms and conditions.

10.3.2 Tammie Valdez (575) 759-7256, Tammie.Valdez@ihs.gov, is hereby designated as Alternate COR for this service. The Alternate COR’s responsibilities will be to coordinate with the contractor the technical aspects of this service and the review of performance hereunder, when the primary COR is not available.

The Alternate COR does not have the authority to change or alter the order amount, terms and conditions.

10.3.3 The COR’s and Alternate COR’s responsibilities will include ensuring contractor accountability.

Monitoring the Contractor’s technical progress including the surveillance and assessment of performance and recommending to the CO changes in requirements. Interpreting the SOW. Performing technical evaluations as required. Perform technical inspection and acceptance as required. Assisting the Contractor in the resolution of technical problems encountered during performance. Perform receiving and processing invoices for payment.

10.4 TECHNICAL MONITORING

(a) Performance of work under this contract must be subject to the technical direction of the COR identified above, or designated in writing. The term "technical direction" includes, without limitation, direction to the Contractor that directs or redirects the labor effort. Shifts the work between work areas or locations, fills in details and otherwise serves to ensure that task areas outlined in the SOW accomplished satisfactorily.

(b) Technical direction must be within the scope of the specification(s)/work statement. The COR does not have authority to issue technical direction that

(1) Constitutes a change of assignment or additional work outside the specification(s)/ statement of work;

(2) Constitutes a change as defined in the clause entitled "Changes;"

(3) In any manner causes an increase or decrease in the contract price, or the time required for contract performance;

(4) Changes any of the terms, conditions, or specification(s)/work statement of the contract;

(5) Interferes with the Contractor's right to perform under the terms and conditions of the contract; or

(6) Directs, supervises or otherwise controls the actions of the Contractor's employees.

(c) Technical direction may be oral or in writing. The COR shall confirm oral direction in writing within five workdays, with a copy to the Contracting Officer.

(d) The Contractor shall proceed promptly with performance resulting from the technical direction issued by the

COR. If, in the opinion of the Contractor, any direction of the COR, or his designee, falls within the limitations in (b), above, the Contractor shall immediately notify the CO no later than the beginning of the next Government work day.

(e) Failure of the Contractor and the CO to agree that technical direction is within the scope of the contract shall be subject to the terms of the clause entitled "Disputes."

10.5 INVOICE SUBMISSION

10.5.1 The Contractor shall submit invoices annually. Advance payments will not be issued by Finance unless stated herein. Upload complete invoice with all required documentation to:

https://www.ipp.gov

* Please do not send any invoices or any invoice-related documents (such as deliverables, reports or balance statements) to the Contracting Officer or the Albuquerque Area Finance Department. Failure to upload required documents directly to the website listed above will delay prompt payment of your invoice.

10.5.2 Request for Taxpayer Identification Number and Certification

A W-9 form shall be submitted to the Albuquerque Area Indian Health Service Division of Accounting Services by either of the following:

1. Encrypted Email: ALB_AOAPinvoices@ihs.gov or

2. Secure Fax: (505) 256-6851

Failure to submit the required form W-9 to the office(s) listed above will delay issuance of the IRS 1099 Form.

10.5.3 Credit memos will not be accepted as a form of refund. All refunds are to be submitted via a check addressed to:

Albuquerque Area Indian Health Service Division of Accounts Receivable 4101 Indian School Road NE, Suite 225 Albuquerque, NM 87110

10.5.4 Additionally, the Contractor is required to include the Unique Entity Identifier (UEI) on each invoice.

For additional information about the UEI (hhtps://www.sam.gov).

10.5.5 Submit invoices in accordance with the contract terms, i.e. payment schedule, progress payments, partial payments, deliverables, etc.

10.5.6 All information set forth in FAR 32.905(b) - Content of Invoices, must be included in all invoices for it to constitute a proper invoice:

FAR 32.905(b), Content of Invoices:

(1) A proper invoice must include the following items (except for interim payments on cost reimbursement contracts for services):

(i) Name and address of the contractor.

(ii) Invoice date and invoice number. (Contractors should date invoices as close as possible to the date of mailing or transmission.)

(iii) Contract number or other authorization for supplies delivered or services performed (including order number and line item number).

(iv) Description, quantity, unit of measure, unit price, and extended price of supplies delivered or services performed.

(v) Shipping and payment terms (e.g., shipment number and date of shipment, discount for prompt payment terms). Bill of landing number and weight of shipment will be shown for shipments on Government bills of landing.

(vi) Name and address of contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper notice of assignment).

(vii) Name (where practicable), title, phone number, and mailing address of person to notify in the event of a defective invoice.

(viii) Taxpayer Identification Number (TIN). The contractor must include its TIN on the invoice only if required by agency procedures. (See 4.9 TIN requirements.)

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

(A) The contractor must include EFT banking information on the invoice only if required by agency procedures.

(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 must have submitted correct EFT banking information in accordance with the applicable solicitation provision (e.g., 52.232-38, Submission of Electronic Funds Transfer Information with Offer), 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.

(x) Any other information or documentation required by the contract (e.g., evidence of shipment).

(2) An interim payment request under a cost-reimbursement contract for services constitutes a proper invoice for purposes of this subsection if it includes all of the information required by the contract.

(3) If the invoice does not comply with these requirements, the designated billing office must return it within 7 days after receipt (3 days on contracts for meat, meat food products, or fish; 5 days on contracts for perishable agricultural commodities, dairy products, edible fats or oils, and food products prepared from edible fats or oils), with the reasons why it is not a proper invoice. If such notice is not timely, then the designated billing office must adjust the due date for the purpose of determining an interest penalty, if any.

(4) Per the Accounts Payable office, failure to submit invoices to the IPP Website can result in delayed payment of your invoice.

10.5.7 In accordance with OMB Memorandum, M-11-32, Agencies shall make payments to small businesses as soon as practicable, with the goal of making payments within 15 days of receipt of a proper invoice. If a small business contractor is not paid within this (15 day) accelerated period, the contractor will not be given a late-payment interest penalty. Interest penalties, as prescribed by Prompt Payment Act, remain unchanged by means of this memorandum. All small businesses shall label all invoices as "Small Business."

10.5.8 Additionally, in accordance with OMB Memorandum, M-12-16, fill prime contractors are encouraged to disburse funds received from the Federal Government to their small business subcontractors in a prompt manner. To assist prime contractors in expediting contractor payments to small business subcontractors, Agencies shall, to the full extent permitted by law, temporarily establish an earlier, accelerated date for making agency payments to all prime contractors. Consistent with OMS Memorandum M-11-32 above, Agencies shall have a goal of paying all prime contractors within 15 days of receiving proper documentation. In an effort to support small business growth, drive economic activity and job creation, the Contractor is encouraged to accelerate payments to their small business subcontractors.

10.5.9 In accordance with the requirements of the Debt Collection Improvement Act of 1996, all payments under this contract will be made by electronic funds transfer (EFT). The Contractor shall provide financial institution information to the Finance Office designated above in accordance with FAR 52.232-33 Payment by Electronic Funds Transfer.

SECTION 11 - SPECIAL CONTRACT REQUIREMENTS

11.1 CONTRACTOR PERFORMANCE EVALUATION REPORT

11.1.1 During the life of this contract, the contractor's performance will be evaluated on an interim and final basis pursuant to FAR Subpart 42.15. Evaluation will become part of the contract file and will be used as past performance information in evaluating the Contractor's, and any significant subcontractors or affiliates, past performance on future contracts.

11.1.2 Contractor Performance Assessment Report System (CPARS) is an on-line reporting system https://www.cpars.gov/. The Contractor Performance Report is completed by the COR electronically and sent to the Contractor for review and approval at the end of each performance period as an interim report and at the end of the contract performance as a final report. After review by the Contracting Officer, the report becomes a permanent record of the Contractor's past performance.

11.2 IDENTIFICATION AND DISPOITION OF DATA, REPORTS, AND OTHER DELIVERABLES

11.2.1 The Contractor is not permitted to make use of any data derived from these services for any purpose not directly related to and/or authorized by the Albuquerque Area Indian Health Service. All patient data/information are subject to the Privacy Act and the Confidentiality of Information Clause (HHSAR 352.224-70)

11.2.2 Upon completion/termination of the contract, all information, statistical or analytical material or reports and other data generated by the Contractor shall become the property of JSU, Dulce, New Mexico.

11.2.3 The vendor is prohibited from gathering data, statistics, or use of material for publication and/or research for its own benefits. Dissemination of Information, prior approval shall be obtained from the Government Contracting Officer for the release or dissemination of information related to this contract.

SECTION 12 - FEDERAL ACQUISITION REGULATIONS (FAR) 48 CFR CHAPTER CLAUSES

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

This Contract incorporates FAR provisions/clauses referenced, 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. The full text of a clause accessed electronically at this website address:

FAR - https://www.acguisition.gov/far/index.html.

FAR Clause Title Date

52.203-3 Gratuities Apr 1984

52.203-5 Covenant against Contingent Fees May 2014

52.203-6 Restrictions on Subcontractor Sales to the Government Jun 2020

52.203-7 Anti-Kickback Procedures Jun 2020

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity May 2014

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity May 2014

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper May 2011

52.204-9 Personal identity Verification of Contractor Personnel Jan 2011

52.223-6 Drug-Free Workplace May 2001

52.224-1 Privacy Act Notification Apr 1984

52.224-2 Privacy Act Apr 1984

52.229-3 Federal, State, and Local Taxes Feb 2013

52.232-11 Extras Apr 1984

52.232-40 Providing Accelerated Payments to Small Business Subcontractors Mar 2023

52 .233-4 Applicable Law for Breach of Contract Claim Oct 2004

52.237-3 Continuity of Services Jan 1991

52.239-1 Privacy or Security Safeguards Aug 1996

52.242-13 Bankruptcy Jul 1995

52.242-15 Stop-Work Order Aug 1989

52.245-1 Government Property Sep 2021

52.249-8 Default (Fixed-Price Supply and Service) Apr 1984

52.253-1 Computer Generated Forms Jan 1991

Following Clauses in Full Text:

12.2 52.212-4 - CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (NOV 2023)

(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 re-performance of nonconforming services at no increase in contract price. If repair/replacement or re-performance 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 Government-wide 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 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 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.

(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.

(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.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal

Acquisition Regulation 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.

(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. 4701 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:

(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.

12.3 Contract Terms and Conditions Required to Implement Statutes or Executive Orders- Commercial Services (JAN 2025)

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

(1)52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

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

(3)52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV

2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

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

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

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

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

[Contracting Officer check as appropriate.] __ (1)52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

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

__ (3)52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub.

L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

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

__ (5)52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (6)[Reserved].

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

__ (8)52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

X (9)52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-328).

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

__ (11)

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

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

__ (12)52.209-6, Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (JAN 2025) ( 31 U.S.C. 6101 note).

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

__ (14)[Reserved].

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

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

__ (17)[Reserved] __ (18)

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

https://www.acquisition.gov/far/52.203-19#FAR_52_203_19 https://www.acquisition.gov/far/52.204-23#FAR_52_204_23 https://www.acquisition.gov/far/52.204-25#FAR_52_204_25 https://www.acquisition.gov/far/52.209-10#FAR_52_209_10 https://www.acquisition.gov/far/52.232-40#FAR_52_232_40 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title10-section3801&num=0&edition=prelim https://www.acquisition.gov/far/52.233-3#FAR_52_233_3 https://www.acquisition.gov/far/52.233-4#FAR_52_233_4 https://www.acquisition.gov/far/52.203-6#FAR_52_203_6 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title10-section4655&num=0&edition=prelim https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title10-section4655&num=0&edition=prelim https://www.acquisition.gov/far/52.203-13#FAR_52_203_13 https://www.acquisition.gov/far/52.203-15#FAR_52_203_15 https://www.acquisition.gov/far/52.203-17#FAR_52_203_17…