TAB 25 - SF1449_SP470222Q0013.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 0093078654

1. REQUISITION NUMBER

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

SP4702-22-Q-0013

5. SOLICITATION NUMBER

2022 MAR 29

6. SOLICITATION ISSUE

DATE

Ivan Badillo PMCMDC2

a. NAME

Phone: 614-692-4028

b. TELEPHONE NUMBER (No Collect calls)

2022 APR 28

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY CODE SP4702

DCSO COLUMBUS

PO BOX 3990

COLUMBUS OH 43218-3990

USA

10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

8 (A)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

611430NAICS:

SIZE STANDARD:

11. DELIVERYFOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/ CODE

OFFEROR

FACILITY

CODE

TELEPHONE NO.

18a. PAYMENT WILL BE MADE BY CODE

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

OFFER

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

BELOW IS CHECKED

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See Schedule

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

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

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (Type or Print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or Print) 31c. DATE SIGNED

SEE SCHEDULE

7. FOR SOLICITATION

INFORMATION CALL:

SEE SCHEDULE

03:00 PM

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE ADDENDUM

EDWOSB

32a. QUANTITY IN COLUMN 21 HAS BEEN

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:RECEIVED INSPECTED

COMPLETE PARTIAL FINAL

STANDARD FORM 1449 (REV. 2/2012) BACK

36. PAYMENT

PARTIAL FINAL

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER 40. PAID BY

42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42b. RECEIVED AT (Location)

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SP4702-22-Q-0013

SECTION A

DESCRIPTION OF SERVICES:

The Defense Logistics Agency (DLA) Office of Inspector General (OIG), which is located at DLA Headquarters building (8725 John J Kingman Road; Fort Belvoir, VA) is contracting for continuing professional education (CPE) training required for all Government auditors. The Government Accountability Office (GAO) (https://www.gao.gov/yellowbook/ overview) requires all Government auditors to obtain at least 80 hours of CPE every two years - the next two-year cycle for the DLA OIG ends September 30, 2023. Potential vendors must be certified by the National Association of State Boards of Accountancy prior to submitting a proposal. The requested training will be provided to approximately 30 auditors.

GENERAL INFORMATION FOR OFFERORS

1.FOB Destination is required.

2.Inspection and Acceptance is destination.

3.Proposals are required to be received by April 28, 2022 at 3:00 PM Eastern Standard Time.

Note: The e-mail address for receipt of proposals is:Ivan.Badillo@dla.mil

4.PERIOD OF PERFORMANCE – The period of performance shall be for 5 base year with no options.

5.AWARD WITHOUT DISCUSSIONS - The Government intends to evaluate quotes and make award without discussions. Quotes should contain the vendor’s best terms within the proposed technical and business approach, to include all evaluation factors. Additionally, the Government reserves the right to conduct discussions and request revisions to quotes, if it is determined necessary.

6.NO AWARD - The Government reserves the right to not make an award as a result of this RFQ if such award is determined contrary to the best interest of the Government.

7.QUOTE PREPARATION COSTS - The Government shall not be responsible or liable for any costs incurred by any parties in the preparation and submission of any technical quote or price quote in response to this RFQ.

8.SUBMISSION OF QUESTIONS - Should the vendor have any questions with regards to the RFQ, they should submit them, via e- mail, to Iván J. Badillo at ivan.badillo@dla.mil

9.Offerors must provide all of the documentation identified in FAR 52.212-1(b) with their offer.

10.This is a Fixed Firm Price requirement.

VENDOR PROPOSAL INSTRUCTIONS AND REQUIREMENTS

VENDOR INSTRUCTIONS

1.Period for Acceptance of Offers: The offeror agrees to hold the prices in its offer firm for 90 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

2.This section specifies the format and content that the offeror shall use for submission of proposals in response to this RFQ. The proposal will include a written section that requires the offeror to respond in accordance with these instructions. For evaluation purposes, the goal is not to restrict the offeror in the manner in which work is performed, but rather to ensure a certain degree of uniformity in the format of the response for evaluation purposes.

To receive full consideration, the offeror is shall ensure that the information provided within the proposal is factual, accurate, and complete.

3.Offeror Submittal Requirements: In order to be further considered for award, offeror shall submit the following as part of their quote:

•Signed 1449 •Completed clause fill-ins •Completed pricing Documents and CLINS •All five years must be quoted to be considered for award.

In addition, proposals should clearly and concisely describe and define the objectives / requirements for the effort described herein. It is undesirable to provide:

•Unnecessary elaboration or presentations beyond what is needed to present a complete and effective proposal.

•Elaborate artwork, expensive paper or bindings, and expensive visual/presentation aids.

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SP4702-22-Q-0013

•Hasty responses or responses that merely repeat the PWS requirements will not be considered responsive to the requirements of the RFQ.

•Assurances of experience, capability and qualifications, without a clear demonstration to support this claim will adversely influence the evaluation of the proposal.

4.The Government will issue a single contract resulting from this RFQ to the responsible vendor whose quote conforming to the RFQ will be most advantageous to the Government, price and other factors considered. Therefore, it is important that your initial quote submittal is on the most favorable terms and complies with all instructions contained in this request. The Government also reserves the right not to issue an award as a result of this request if such an award is determined to be contrary to the best interests of the Government. Selection will be based upon a comparative assessment of quotes against all the vendor selection criteria set forth in this RFQ.

5.Exceptions to any terms and conditions of the RFQ may make the quote unacceptable.

6.Common Access Card (CAC) Procedures Apply to this requirement. See Attachment 1 – DLA 1.SOP J.72.001.

WORKFLOW (WAWF)

If you need instruction on how to submit an invoice to the Government in WAWF, follow the below instructions. It is not necessary to log into WAWF to access the training. Unit 1.Click on the Help/Training folder located on the top right hand corner WAWF home page. https://wawf.eb.mil/xhtml/ unauth/home/login.xhtml# 2.Go to Training 3.Click on Web based Training 4.Click on iRAPT 5.Go to Roles and click on vendor 6.Click Vendor creating documents in iRAPT 7.Under Document, Scroll down through the documents list and selected the document you wish to learn about. In this case the document you should select is The 2 in 1 (Services Only). You find both a video and step by step instructions on how to complete any the form and be able to submit your invoice into WAWF.

After reviewing this information and you are still having problems, you can call the Defense Finance and Accounting Services (DFAS) Help Desk at 1-800-756-4571 Prompt 2. Their hours of operation are between 7:30 AM to 4:30 PM; Monday to Friday Eastern Standard Time.

Assistance may also be available to assist in the submission of the invoice by contacting the Procurement Technical Assistance Center (PTAC) office located in your State. There is an office for your county. Their website for further information is:

http://www.dla.mil/HQ/SmallBusiness/PTAC.aspx#DDL_Lines

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SECTION B - SUPPLIES OR SERVICES AND PRICES OR COSTS

SECTION B SUPPLIES AND SERVICES

DESCRIPTION OF SUPPLIES/ SERVICES

In order to provide the necessary CEU credits, any potential vendor must be certified by the National Association of State Boards of Accountancy (NASBA) in the topics listed in the PWS.

TERM OF CONTRACT

Five (5) years base contract from Contract Award Date.

OFFER FOR SUPPLIES/SERVICES

Please provide prices for both scenarios, in person and virtual. Service for EA class will be selected by the DLA OIG POC.

One services will be selected per class (virtual or in person)

40 hours of CPE EA year = 2 classes (see PWS)

SECTION C - SPECIFICATIONS/SOW/SOO/ORD

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SECTION C - SPECIFICATIONS/SOW/SOO/ORD (CONTINUED)

Performance Work Statement Five-Year Auditor CPE Contract

DESCRIPTION OF SERVICES:

The Defense Logistics Agency (DLA) Office of Inspector General (OIG), which is located at DLA Headquarters building (8725 John J Kingman Road; Fort Belvoir, VA) is contracting for continuing professional education (CPE) training required for all Government auditors. The Government Accountability Office (GAO) (https://www.gao.gov/ yellowbook/overview) requires all Government auditors to obtain at least 80 hours of CPE every two years - the next two-year cycle for the DLA OIG ends September 30, 2023. Potential vendors must be certified by the National Association of State Boards of Accountancy prior to submitting a proposal. The requested training will be provided to approximately 30 internal auditors located primarily in Fort Belvoir, VA; Richmond, VA; New Cumberland, PA;

Philadelphia, PA; and Battle Creek, MI and Internal Review evaluators located, who are located in Fort Belvoir, VA;

Richmond, VA; New Cumberland, PA; Philadelphia, PA; Battle Creek, MI; and Columbus, OH. All of the auditors have over five years of professional experience, so this should not be considered an introductory course. Because of the unknown effects of covid, potential vendors should submit bids for conducting this series of classes BOTH virtually and in person. For purposes of estimating travel costs, the training will be conducted at DLA Headquarters located on Fort Belvoir, VA (near the Washington DC area).

The vendor should be able to provide DLA OIG full access to a wide variety of National Association of State Boards of Accountancy (NASBA) approved courses without repeating any of the courses in the five-year performance period.

The vendor should anticipate providing an average of 40 hours of CPE each year from 2022 to 2026 (five years) by providing a price for 16- and 24-hour courses for the next five years in both the virtual and live (in person) format.

Potential topics that may be selected include:

• Testing for fraud

• Information Technology auditing, including business application and general controls

• Team building and intrapersonal skills

• Internal audit quality assurance

• Audit execution

• Audit management

• Forensic auditing, and

• Data mining

Annually the Government will review the vendors current course listing and select the courses (as well as timing and delivery methods) to be conducted for that year and inform the contractor.

1.1 PERIOD AND PLACE OF PERFORMANCE: The Period of Performance (PoP) will be five years from the date/time of award. Individual course dates and training method (live or virtual) will be decided through a mutual decision between the Government and the Vendor. The Government will have the final decision regarding the date and method of when the training will be presented.

1.2 SPECIFIC REQUIREMENTS: For each course selected, the contractor will conduct one training class either virtually (where all participants are in the same virtual classroom) or live (where all participates are physically located in the same training room) and provide the necessary training on this topic so that all participants can hear both student questions and instructor responses. Other methods

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SECTION C - SPECIFICATIONS/SOW/SOO/ORD (CONTINUED)

of delivery are unacceptable.

1.2.1 The contractor (hereafter called "Instructor") shall perform classroom instruction. The instructor is responsible for being knowledgeable of and adhering to the proposed course learning objectives.

1.2.2 The contractor will provide course materials for each participant, all applicable forms, including attendance sheets, evaluation forms, evaluation summaries, and training certificates necessary for this course, as well as classroom supplies (butcher block paper, markers, etc).

1.2.3 Section 508 Compliance: Any/all electronic and information technology procured through this effort must meet the applicable accessibility standards at 36 CFR 1194. 36 CFR 1194 implements Section 508 of the Rehabilitation Act of 1973, as amended, and is viewable at http://www.section508.gov.

1.2.4 Payment: Payment of invoices will be accomplished by the Government Wide Area Work Flow (WAWF). Invoices shall be submitted to the point of contact/DoDAAC identified after contract award within 10 workdays after the conclusion of each course session and forwarded by the Government for payment within 5 workdays of receipt. Service Acceptor DoDAAC is SL4819

2. INSTRUCTOR RESPONSIBILITIES:

2.1 HOURS OF OPERATION: The training will occur virtually from 0800-1700 at a mutually agreed upon dates over the next five years.

2.2 The instructor shall:

2.2.1 Meet and/or electronically communicate with the Government Point of Contact (POC) and Contracting Officer Representative (COR) Mr. Steven Pigott, Deputy Inspector General for Auditing, steven.pigott@dla.mil or 571_767_6282 - prior to and upon completion of courses to discuss arrival times and any other essential course administrative information which may include precourse meetings, after-hour discussion of course activity, or post course evaluations.

2.2.2 Ensure that all audiovisual equipment, laboratory equipment (when applicable) is in proper working condition and instructional materials/aids, e.g., student handouts, etc., are available before class begins.

2.2.3 Prepare for and deliver the course materials including content, sequence, timing, audiovisual presentation, and instructional methodology.

2.2.4 Report student discipline problems to the POC as soon as possible.

2.2.5 Meet or discuss (telephone) with the POC after the delivery and provide specific recommendations concerning the course, materials, equipment, facilities, etc., as appropriate.

2.2.6 Provide a classroom environment that does not permit hostile environment incidents while

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SECTION C - SPECIFICATIONS/SOW/SOO/ORD (CONTINUED)

conducting this class.

2.2.7 Within ten days of the completion of the course, provide the POC with competed sign-in sheets, course evaluations, and completion certificates. Completion certificates should be issued to each class participant and must show the course dates, method of delivery, vendor name, National Association of State Boards of Accountancy certification number, and the number of CPE hours earned by the participant.

2.3 Security Requirements: Contractor shall adhere to current installation security policies.

3. GOVERNMENT FURNISHED PROPERTY (GFP) AND SERVICES

3.1. The Government will provide the following: Classroom space to include chairs, tables, and projector screens. In addition, required meeting rooms at the Government site will be supplied by the Government on an as required basis to support Contractor performance on this requirement.

3.2. Request for (additional) Government Furnished Property and Services must be submitted in writing to the COR and will be acted upon by the Government within 30 days of receipt.

3.3. Except for those items specifically stated in this section, the Contractor shall furnish everything required to perform the services in this PWS.

SECTION I - CONTRACT CLAUSES

SECTION D - PACKING AND MARKING

N/A

SECTION E - INSPECTION AND ACCEPTANCE

52.246-4 Inspection of Services-Fixed-Price (Aug 1996) (FAR)

(a) Definition. “Services,” as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall

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SECTION I - CONTRACT CLAUSES (CONTINUED)

furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may-

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements;

and

(2) Reduce the contract price to reflect the reduced value of the services performed.

(f)If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may-

(1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such service; or

(2) Terminate the contract for default.

(End of clause)

SECTION F - DELIVERIES OR PERFORMANCE

52.242-15 STOP-WORK ORDER (AUG 1989) FAR

52.242-17 GOVERNMENT DELAY OF WORK (APR 1984) FAR

SECTION G - CONTRACT ADMINISTRATION DATA

252.201-7000 Contracting Officer's Representative (DEC 1991) (DFARS)

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. (DEC 2018) (DFARS)

252.232-7006 Wide Area WorkFlow Payment Instructions (DEC 2018) (DFARS)

(a) Definitions. As used in this clause --

“Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a unit, activity, or organization.

“Document type” means the type of payment request or receiving report available for creation in Wide Area WorkFlow ().

“Local processing office (LPO)” is the office responsible for payment certification when payment certification is done

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SECTION I - CONTRACT CLAUSES (CONTINUED)

external to the entitlement system.

“Payment request” and “receiving report” are defined in the clause at 252.232-7003 , Electronic Submission of Payment Requests and Receiving Reports.

(b) Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003 , Electronic Submission of Payment Requests and Receiving Reports.

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

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.

gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/

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

(f) WAWF payment instructions. The Contractor shall use the following information when submitting payment requests and receiving reports in WAWF for this contract or task or delivery order:

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

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items --

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

(Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items that require shipment of a deliverable.)

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

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SECTION I - CONTRACT CLAUSES (CONTINUED)

____________INVOICE 2in1___________________________________________

(Contracting Officer: Insert either “Invoice 2in1” or the applicable invoice and receiving report document type(s) for fixed price line items for services.)

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial item financing, submit a commercial item financing request.

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

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

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC SL4701

Issue By DoDAAC SP4702

Admin DoDAAC** SP4702

Inspect By DoDAAC NA

Ship To Code

Ship From Code NA

Mark For Code NA

Service Approver (DoDAAC) NA

Service Acceptor (DoDAAC) SL4819

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SECTION I - CONTRACT CLAUSES (CONTINUED)

Accept at Other DoDAAC NA

LPO DoDAAC NA

DCAA Auditor DoDAAC NA

Other DoDAAC(s) NA

(*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert “See Schedule” or “Not applicable.”)

(**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the DoDAAC for the contract administration office assigned the functions under FAR 42.302(a)(13).)

(4) Payment request. The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

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

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

_____ Steven.Pigott@dla.mil or __(571)767-6282__________

(Contracting Officer: Insert applicable information or “Not applicable.”)

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

SECTION H - SPECIAL CONTRACT REQUIREMENTS

N/A

SECTION I - CONTRACT CLAUSES

52.203-3 GRATUITIES (APR 1984) (FAR)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions ( JUN 2020) (FAR) 52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights JUN

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SECTION I - CONTRACT CLAUSES (CONTINUED)

2020) (FAR)

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

52.204-7 System for Award Management. (OCT 2018) (FAR)

52.204-19 Incorporation by Reference of Representations and Certifications (Dec 2014) (FAR)

52.204-21 Basic Safeguarding of Covered Contractor Information Systems (NOV 2021) (FAR)

(a) Definitions. As used in this clause -

“Covered contractor information system” means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

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

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

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

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

(b) Safeguarding requirements and procedures.

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

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

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

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

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

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

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

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

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

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

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SECTION I - CONTRACT CLAUSES (CONTINUED)

physical access devices.

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

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

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

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

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

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

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of clause)

52.204-22 Alternative Line Item Proposal (Jan 2017) (FAR)

(a) The Government recognizes that the line items established in this solicitation may not conform to the Offeror's practices.

Failure to correct these issues can result in difficulties in acceptance of deliverables and processing payments. Therefore, the Offeror is invited to propose alternative line items for which bids, proposals, or quotes are requested in this solicitation to ensure that the resulting contract is economically and administratively advantageous to the Government and the Offeror.

(b) The Offeror may submit one or more additional proposals with alternative line items, provided that alternative line items are consistent with subpart 4.10 of the Federal Acquisition Regulation. However, acceptance of an alternative proposal is a unilateral decision made solely at the discretion of the Government. Offers that do not comply with the line items specified in this solicitation may be determined to be nonresponsive or unacceptable.

(End of provision)

52.207-1 Notice of Standard Competition (May 2006) (FAR)

52.212-4 Contract Terms and Conditions-Commercial Products and Commercial Services (NOV 2021) (FAR)

(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-

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(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 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.

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(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.

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(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.

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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. 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.

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(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.

(End of clause)

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders --Commercial Products and Commercial Services. (JAN 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).

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(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 :

[Contracting Officer check as appropriate.]

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (June 2020), with…