W912EE23Q0053.pdf

SEE ADDENDUM

(No Collect Calls)

W912EE23Q0053 29-Jun-2023

b. TELEPHONE NUMBER

601-631-5642

8. OFFER DUE DATE/LOCAL TIME

05:00 PM 14 Jul 2023

5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA – FAR (48 CFR) 53.212

(TYPE OR PRINT)

(SIGNATURE OF CONTRACTING OFFICER)

ADDENDA ARE

26. TOTAL AWARD AMOUNT (For Gov t. Use Only )

23.

CODE 10. THIS ACQUISITION IS

SUCH ADDRESS IN OFFER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

BELOW IS CHECKED

TELEPHONE NO.

W912EE9. ISSUED BY

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

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

ALEXANDRIA E LONG

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER

(TYPE OR PRINT)

30b. NAME AND TITLE OF SIGNER 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a.UNITED STATES OF AMERICA

0 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1. 52.212-4. FAR 52.212-3. 52.212-5 ARE ATTACHED.

25. ACCOUNTING AND APPROPRIATION DATA

1. REQUISITION NUMBER

20.

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

. YOUR OFFER ON SOLICITATION

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

% FOR:SET ASIDE:UNRESTRICTED OR X

SMALL BUSINESSX

17a.CONTRACTOR/ CODE FACILITY

OFFEROR CODE

VICKSBURG CONTRACTING OFFICE

4155 CLAY ST

VICKSBURG MS 39183-3435

18a. PAYMENT WILL BE MADE BY CODE

RATED ORDER UNDER

DPAS (15 CFR 700)

13a. THIS CONTRACT IS A

13b. RATING

CODE15. DELIVER TO CODE W807PM 16. ADMINISTERED BY

12. DISCOUNT TERMS11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

14. METHOD OF SOLICITATION

RFQ IFB RFPX

PR W2R9 ENDIST VICKSBURG

SEE SCHEDULE

4155 CLAY ST

VICKSBURG MS 39180-3435

TEL: FAX:

601-631-7261FAX:

TEL: 601-631- SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8(A)

HUBZONE SMALL

BUSINESS

SIZE STANDARD:

$16,000,000

NAICS:

624190

X

OFFER DATED

29. AWARD OF CONTRACT: REF.

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

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

EMAIL:

TEL:

31c. DATE SIGNED

SEE SCHEDULE

SCHEDULE OF SUPPLIES/ SERVICESITEM NO. QUANTITY UNIT UNIT PRICE AMOUNT

24.22.21.19.

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

(CONTINUED)

PAGE 2 OF62

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ______________________________________________________

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

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

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f . TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

37. CHECK NUMBER

FINALPARTIALCOMPLETE

36. PAYMENT35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER

FINAL

33. SHIP NUMBER

PARTIAL

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

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

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

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

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

STANDARD FORM 1449 (REV. 2/2012) BACK

Prescribed by GSA – FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE SCHEDULE

20.

SCHEDULE OF SUPPLIES/ SERVICES

21.

QUANTITY UNIT

22. 23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

W912EE23Q0053

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 12 Months Base Year EAP Services

FFP

CLIN 0001 is for Employee Assistance Program services. The services to be performed include: initial counseling related to problem identification, referral for treatment and rehabilitation, and follow-up counseling to aid an employee in achieving an effective readjustment to his or her job during and after treatment.

Long-term treatment and rehabilitation are not within the scope of this contract. All work shall be completed in accordance with the terms and conditions of this solicitation. Refer to attachment 0001, Statement of Work, for complete requirement details. Contractors shall quote a firm fixed monthly unit price.

FOB: Destination

PSC CD: Q201

NET AMT

0002 12 Months OPTION Option Year 1 EAP Services

FFP

CLIN 0001 is for Employee Assistance Program services. The services to be performed include: initial counseling related to problem identification, referral for treatment and rehabilitation, and follow-up counseling to aid an employee in achieving an effective readjustment to his or her job during and after treatment.

Long-term treatment and rehabilitation are not within the scope of this contract. All work shall be completed in accordance with the terms and conditions of this solicitation. Refer to attachment 0001, Statement of Work, for complete requirement details. Contractors shall quote a firm fixed monthly unit price.

0003 12 Months OPTION Option Year 2 EAP Services

FFP

CLIN 0001 is for Employee Assistance Program services. The services to be performed include: initial counseling related to problem identification, referral for treatment and rehabilitation, and follow-up counseling to aid an employee in achieving an effective readjustment to his or her job during and after treatment.

Long-term treatment and rehabilitation are not within the scope of this contract. All work shall be completed in accordance with the terms and conditions of this solicitation. Refer to attachment 0001, Statement of Work, for complete requirement details. Contractors shall quote a firm fixed monthly unit price.

0004 12 Months OPTION Option Year 3 EAP Services

FFP

CLIN 0001 is for Employee Assistance Program services. The services to be performed include: initial counseling related to problem identification, referral for treatment and rehabilitation, and follow-up counseling to aid an employee in achieving an effective readjustment to his or her job during and after treatment.

Long-term treatment and rehabilitation are not within the scope of this contract. All work shall be completed in accordance with the terms and conditions of this solicitation. Refer to attachment 0001, Statement of Work, for complete requirement details. Contractors shall quote a firm fixed monthly unit price.

0005 12 Months OPTION Option Year 4 EAP Services

FFP

CLIN 0001 is for Employee Assistance Program services. The services to be performed include: initial counseling related to problem identification, referral for treatment and rehabilitation, and follow-up counseling to aid an employee in achieving an effective readjustment to his or her job during and after treatment.

Long-term treatment and rehabilitation are not within the scope of this contract. All work shall be completed in accordance with the terms and conditions of this solicitation. Refer to attachment 0001, Statement of Work, for complete requirement details. Contractors shall quote a firm fixed monthly unit price.

Section C - Descriptions and Specifications

STATEMENT OF WORK

2. SCOPE.

2.1 Employee Assistance Program (EAP) services to be performed include: initial counseling related to problem identification, referral for treatment and rehabilitation, and follow-up counseling to aid an employee in achieving an effective readjustment to his or her job during and after treatment. Long-term treatment and rehabilitation are not within the scope of this contract.

2.2 EAP services shall be provided to the following:

(a) employees of the U.S. Army Corps of Engineers Vicksburg District (CEMVK),

(b) employees of the U.S. Army Corps of Engineers Vicksburg Division (CEMVD),

(c) employees of U.S. Army Corps of Engineers Information Technology (ACE-IT) whose permanent duty station is one of the CEMVD/CEMVK facilities,

(d) employees of Civilian Personnel Advisory Center (CPAC) whose permanent duty station is one of the CEMVD/CEMVK facilities, and

(d) immediate family members of employees listed in (a) and (b) above.

2.3 The term "employee" means any civilian Federal employee and any military personnel who are listed in the current Official Personnel Database. It includes permanent, temporary, and term temporary civilian personnel. It does not include others, such as contract students, employees of contractors, visitors, tenants, personnel working under Intergovernmental Personnel Agreements (IPAs) or others who are located at CEMVK facilities or who are performing work for CEMVK.

2.4 The term "immediate family member" means a spouse, any unmarried children (including stepchildren, foster children, and recognized natural children) under the age 22 if they live in a regular parent-child relationship with the employee.

2.5 Requests for EAP services may be initiated by either CEMVD/CEMVK management, ACEIT, management, or by the client.

2.6 Problems of the following types are within the scope of this contract if the problem affects an employee's work performance:

(a) Marital or premarital issues

(b) Divorce or separation

(c) Alcohol or drug abuse

(d) Gambling addiction

(e) Parent-child relationship

(f) Pregnancy or abortion issues

(g) Physical or sexual abuse

(h) Emotional or behavioral disorders

(i) Human or interpersonal relations skills

(j) Stress

(k) Anxiety

(l) Depression (m)Attention deficit disorder

(n) Learning disorder

(o) Eating disorders

(p) Suicidal tendency

(q) Schizophrenia

(r) Low self-esteem

(s) Child or adolescent behavioral problems

(t) Grief

(u) Co-dependency

(v) Excessive absenteeism (w)Deterioration in work performance

2.7 EAP Services to Be Provided. The contractor shall provide the following:

(a) Up to three counseling sessions to each client for each problem, with the specific number of sessions (between one and three) determined by the counselor based upon each individual client’s needs.

(b) A toll-free telephone number for clients to call for scheduling appointments with counselors. The toll-free telephone number shall be answered directly by live, qualified Contractor personnel during normal business hours (8:00 a.m. to 4:30 p.m.)

and by contractor personnel with immediate access to qualified personnel as described in 3.1 for emergency situations outside normal business hours. Toll-free telephone number will be without extensive submenus of choices, without excessive delays, transfers, and without voicemail. Toll-free telephone access is required only within the United States.

(c) Individual, face-to face, counseling during normal business hours through local, qualified, professional counselors within 72 hours of initial contact (excluding conditions that warrant immediate attention e.g., suicidal conditions). Personnel requiring immediate attention will be taken to a local emergency room for treatment.

Individual, face-to-face counseling is required only within the United States. “During normal business hours” means between 8:00 a.m. and 4:30 p.m., local time, excluding Federal holidays and weekends. “Local” means within a 60-mile driving distance of the client’s workplace. “Qualified” is defined in paragraph 3.1 below.

(d) Special on-site group counseling to meet special needs, upon request.

(e) Confidential client satisfaction and quality assurance feedback.

(f) Annual and quarterly statistical utilization reports to the Contracting Officer's Representative.

(g) With the client's permission, immediately report the following information for the victim of any sexual assault: rank/pay grade, gender, age, race, time, and location of the alleged assault. The report shall be furnished to the Contracting Officer's Representative via telephone or email.

(h) Provide up to six (6) on-site critical incident stress debriefings per contract year available within forty-eight (48) hours following an in-house crisis or a community crisis involving USACE employees.

2.8 Government Workforce.

(a) Covered Employees. Approximately 1200 employees, plus their immediate family members, are entitled to EAP services under this contract. Covered personnel are currently assigned to the following locations in the approximate numbers shown:

LOCATION AND APPROXIMATE NUMBER OF EMPLOYEES

VICKSBURG, MS (838)

GREENWOOD, MS (13)

BATESVILLE, MS (90)

COLDWATER, MS (30)

VIDALIA, LA (7)

ALEXANDRIA, LA (21)

NATCHITOCHES, LA (4)

SHREVEPORT, LA (8)

MONROE, LA (29)

CROSSETT, AR (4)

LAKE VILLAGE, AR (5)

HOT SPRINGS, AR (114)

Grand Total: 1163

(b) Changes. These numbers and locations are subject to slight changes without notice.

It should also be noted that clients may be located at (and may require EAP services at) temporary duty stations, training sites, and other temporary duty locations.

3. CONTRACTOR PERSONNEL.

3.1 Minimum Qualifications. Counselors performing under this contract (whether by telephone or face-to-face) shall be either:

(a) licensed marriage and family therapists,

(b) certified Employee Assistance Program professionals,

(c) licensed clinical social workers,

(d) licensed professional counselor

(e) certified alcohol/drug counselors,

(f) licensed psychologists, or

(g) psychiatrists

Requests for exceptions shall be submitted to and approved by the Contracting Officer's Representative in writing.

3.2 Key Personnel. Counselors who will be available to provide local face-to-face counseling services in each of the following geographical areas are designated “key personnel”:

(a) Vicksburg, Mississippi

(b) Monroe, Louisiana

(c) Batesville, Mississippi

(d) Hot Springs, Arkansas

(e) Alexandria, Louisiana

The Contractor shall provide appropriate personnel meeting the minimum requirements specified in paragraph 3.1, above, to perform the described functions. If the Contractor proposes to substitute key personnel during the duration of the contract, the substitution shall be subject to prior approval by the Contracting Officer’s Representative. In such event, the Contractor shall propose substitute personnel who have qualifications that are equal to or exceed the qualifications required for performance as specified in paragraph 3.1, above.

Contracting Officer’s Representative approval will be conditioned, among other things, upon the qualifications of the proposed substitute key personnel being equal to or exceeding those required for performance as specified in paragraph 3.1. The Contractor shall request, in writing, Contracting Officer’s Representative approval at least 30 calendar days prior to the proposed date of any changes in key personnel.

4. GOVERNMENT RESPONSIBILITIES.

4.1 The Government will provide, at no cost to the Contractor, a current list of employees who are covered by the contract. If personnel are not on the list provided, the contractor will contact the Contracting Officer’s Representative for verification.

4.2 The Government will distribute (but not reproduce) any hardcopy material furnished by the Contractor promoting the EAP program and familiarizing the workforce with the program. The Government will also distribute to the workforce any such material furnished by the Contractor in Microsoft Word or Adobe Acrobat electronic formats (subject to acceptance by the Government Contracting Officer's Representative).

4.3 Employees and eligible family members are not required to notify or obtain approval from the Government in order to obtain services under this contract. Eligible family members are not required to notify or obtain approval from the family member employed by employers identified in paragraph 2.2.

5. MISCELLANEOUS RESPONSIBILITIES OF THE CONTRACTOR

5.1 The Contractor shall maintain client records and shall monitor those records to ensure that only authorized services are provided under this contract.

5.2 If costs are incurred for services that are not covered by this contract, those costs shall be borne by either the Contractor or the client. The Contractor shall notify the client in advance of any services or referrals which may result in costs beyond those paid by the Government under this contract. In some instances, the client's Federal Employee Health Benefits plan or private insurance may cover such costs. The Contractor shall work with the client to identify the best available outside treatment program and services in line with the client's needs and resources.

5.3 The Contractor shall strictly protect clients' privacy and confidentiality at all times.

Information about participants, including their attendance or absence, physical whereabouts, or status as participants, whether or not recorded, is confidential. No information (including implicit or negative disclosures) regarding the client shall be disclosed without the written consent of the client unless disclosure is explicitly authorized by statute or regulation.

Violations are subject to civil and criminal penalties.

6. EXCLUSIONS. This contract does not include:

(a) Long-term counseling or treatment

(b) Specialized diagnostic and assessment testing

(c) Medication

7. OFFEROR'S PROPOSAL. In addition to costs and other information required by this solicitation, each Offeror’s proposal shall include the following:

(a) The procedures which the Offeror will follow in providing services under this contract.

(b) The names, qualifications, specialization, and relevant experience of associated counselors who will be available to provide local face-to-face counseling services in each of the following geographical areas identified in 2.8(a) above.

(c) The Offeror's (i.e., the firm's) experience in providing EAP services of the type required under this contract.

(d) Description of the safeguards the Offeror will employ to protect information from improper disclosure.

(e) Description of reports and other information that the Offeror will provide to the Government.

8. SECURITY REQUIREMENTS FOR UNCLASSIFIED CONTRACTS

Pre-screen candidates using E-Verify Program: Contractors shall comply with the requirements set forth in FAR clause 52.222-54 Employment Eligibility Verification and

FAR Subpart 22.18 in using the E-Verify Program at (https://www.e-verify.gov/) (website subject to change) to meet the contract employment eligibility requirements.

Contractors are encouraged to cooperate with Federal and State agencies responsible for enforcing labor requirements to include eligibility for employment under United States immigration laws in accordance with FAR 22.102-1(i). An initial list of verified/ eligible candidates shall be provided to the COR no later than three business days after the initial contract award. When contracts are with individuals, the individuals will be required to complete a Form I-9, Employment Eligibility Verification, and submit it to the Contracting Officer to become part of the official contract file.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government 0005 Destination Government Destination Government

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 28-SEP-2023 TO

27-SEP-2024

N/A PR W2R9 ENDIST VICKSBURG

SEE SCHEDULE

4155 CLAY ST

VICKSBURG MS 39180-3435

W807PM

0002 POP 28-SEP-2024 TO

27-SEP-2025

N/A (SAME AS PREVIOUS LOCATION)

0003 POP 28-SEP-2025 TO

27-SEP-2026

N/A (SAME AS PREVIOUS LOCATION)

0004 POP 28-SEP-2026 TO

27-SEP-2027

N/A (SAME AS PREVIOUS LOCATION)

0005 POP 28-SEP-2027 TO

27-SEP-2028

N/A (SAME AS PREVIOUS LOCATION)

Section G - Contract Administration Data

SUBCONTRACTING LIMITATIONS

(IF APPLICABLE)

Reference Limitations on Subcontracting FAR 52.219-14. This procurement is 100% Set-aside under NACIS Code 532411 for Small Businesses. The awardee of this contract shall comply with all requirements up to and including the following:

Services (except construction): Contractor will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract.

Supplies (other than procurement from a nonmanufacturer of such supplies):

Contractor will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 50 percent subcontract amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent limitation shall apply only to the supply portion of the contract.

General construction: Contractor will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 85 percent subcontract amount that cannot be exceeded.

Construction by special trade contractors: Contractor will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 75 percent subcontract amount that cannot be exceeded.

Upon the Contracting Officer’s request, the Contractor shall submit a report to the Contracting Officer documenting compliance with FAR 52.2l9-l4. If the Contractor is using Similarly Situated Entities, it must be clearly identifiable in the submitted reports. If the required percentage is not being met the Contractor shall also include, with the semiannual report, a plan to meet the required percentage before the contract end date.

Instructions for Calculation of the Cost of Contract Performance Incurred for Personnel in Accordance with 'Limitations on Subcontracting' (FAR 52.219-14):

Clearly describe the Work to be Performed by Prime Personnel and/or Similarly Situated Entities:

Show Calculation of the Cost of Contract Performance Incurred for Personnel:

1. Total cost of contract = $

2. Total cost of performance by Prime and it’s similarly saturated entities = $

3. Percentage of Contract Performance Incurred by Prime Personnel and/or Similarly Situated Entities = (Line 1 / Line 2) X 100 = %

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.204-13 System for Award Management Maintenance OCT 2018 52.204-21 Basic Safeguarding of Covered Contractor Information

Systems

NOV 2021

52.204-27 Prohibition on a ByteDance Covered Application JUN 2023 52.209-10 Prohibition on Contracting With Inverted Domestic

Corporations

NOV 2015

52.223-6 Drug-Free Workplace MAY 2001 52.229-11 Tax on Certain Foreign Procurements--Notice and

Representation

JUN 2020

52.232-11 Extras APR 1984 52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

OCT 2018

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.243-1 Changes--Fixed Price AUG 1987 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7002 Requirement to Inform Employees of Whistleblower Rights DEC 2022 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Antiterrorism Awareness Training for Contractors JAN 2023 252.204-7012 Safeguarding Covered Defense Information and Cyber

Incident Reporting

JAN 2023

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support

JAN 2023

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services

JAN 2023

252.204-7020 NIST SP 800-171 DoD Assessment Requirements JAN 2023 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

252.232-7010 Levies on Contract Payments DEC 2006 252.243-7001 Pricing Of Contract Modifications DEC 1991 252.244-7000 Subcontracts for Commercial Products or Commercial

Services

JAN 2023

CLAUSES INCORPORATED BY FULL TEXT

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

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

Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People's Republic of China.

Covered telecommunications equipment or services means--

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means--

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled--

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L.

115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L.

115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract.

(c) Exceptions. This clause does not prohibit contractors from providing--

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

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

(d) Reporting requirement.

(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause:

(i) Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial products or commercial services.

(End of clause)

52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (DEC 2022)

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

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

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such 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 FAR 32.608-2 in effect on the date of this contract.

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

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

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

destination.

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

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

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

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

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

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

(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.

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

EXECUTIVE ORDERS--COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (JUN 2023)

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

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

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

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115-91).

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

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

(5) 52.232-40, 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…