SF1449_15A00023Q00000103.pdf

15A00023Q00000103 Page 1 of 44

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 AND 30.

1. REQUISITION NUMBER PAGE 1 OF

5. SOLICITATION NUMBER

15A00023Q00000103

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 6. SOLICITATION ISSUE

DATE

09/16/2023

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

Steven Jaimes Steven.Jaimes@ATF.gov

b. TELEPHONE NUMBER (No collect calls) 8. OFFER DUE DATE / LOCAL

TIME

09/20/2023 11:00 ET

CODE 15A000

ATF - ACQUISITION BRANCH

99 New York Ave. NE - #3.S-125

Washington, DC 20226

9. ISSUED BY UNRESTRICTED OR X SET ASIDE:100.00 % FOR

X SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY DISADVANTAGED

WOMEN-OWNED SMALL BUSINESS

(EDWOSB)

8(A)

NORTH AMERICAN

INDUSTRY CLASSIFICATION

STANDARD (NAICS):

423450

SIZE STANDARD:

200 Employees

10. THE ACQUISITION IS

SEE SCHEDULEX

11. DELIVERY FOR FREE ON BOARD

(FOB) DESTINATION UNLESS

BLOCK IS MARKED

NET 30

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER THE

DEFENSE PRIORITIES AND

ALLOCATIONS SYSTEM -

DPAS (15 CFR 700)

13b. RATING

X REQUEST

FOR QUOTE

(RFQ)

INVITATION

FOR BID

(IFB)

REQUEST

FOR

PROPOSAL

(RFP)

14. METHOD OF SOLICITATION

15A000CODE15. DELIVER TO

See Schedule

CODE A40105016. ADMINISTERED BY

ATF - PASD - Acquisitions Branch 99 New York Ave NE

WASHINGTON, DC 20226

FACILITY

CODE

CODE

TELEPHONE NUMBER

17a. CONTRACTOR/

OFFEROR

CODE18a. PAYMENT WILL BE MADE BY

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

OFFER SEE ADDENDUM

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

BELOW IS CHECKED

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Forensic Science Manual (FS M) comparison macroscope and accessories

See Continuation Sheet(s) (Use Reverse and/or Attach Additional Sheets as Necessary)

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

X 27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

X 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

X 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1 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: REFERENCE _____________________________

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 THE CONTRACTING OFFICER (Type or print)

Catalin M Parfenti

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

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19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

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

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

PARTIAL FINAL

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

CORRECT FOR

COMPLETE PARTIAL FINAL

36. PAYMENT 37. CHECK NUMBER

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

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

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

42b. RECEIVED AT (Location)

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

STANDARD FORM 1449 (REV. 11/2021) BACK

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Table of Contents

Section Description Page Number

Solicitation/Contract Form 1 Commodity or Services Schedule

2.1 Price/Cost Info for Contractor

3.3 ATF Points of Contact

ATF-29 STATEMENT OF WORK/OBJECTIVES, PERFORMANCE WORK STATEMENT or SPECIFICATIONS (March 23, 2009)

2 Contract Clauses 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders- Commercial Products and Commercial Services (Jun 2023) 2852.212-4 Contract Terms and Conditions, Commercial Items (FAR Deviation) (NOV 2020)

ATF-13 INCORPORATION OF VENDOR TERMS AND CONDITIONS

ATF-14 ELECTRONIC INVOICING (Revised October 27, 2008)

ATF-17 NOTICE TO THE GOVERNMENT OF DELAYS

ATF-19 AUTHORITY TO OBLIGATE THE GOVERNMENT

ATF-22 CONFIDENTIALITY OF INFORMATION AND DISCLOSURE

ATF-25 OBSERVANCE OF LEGAL HOLIDAYS / FEDERAL NON-WORK DAYS (Revised June 2021)

ATF-46 CORPORATE REPRESENTATION REGARDING FELONY CONVICTION UNDER ANY

FEDERAL LAW OR UNPAID DELINQUENT TAX LIABILITY - Award (Deviation 2015-02) (March 2015)

ATF-47 CONTRACTOR INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS

PROHIBITING OR RESTRICTING REPORTING OF WASTE, FRAUD, AND ABUSE (Deviation 2015-02) (March 2015) ATF-50 LIMITATIONS ON SUBCONTRACTING UNDER SMALL BUSINESS SET-ASIDES (May 24, 2019) ATF-51 INDEPENDENT CONTRACTOR (March 9, 2021) ATF-52 INDEMNIFICATION CLAUSE (May 2021) DOJ-03 Personnel Security Requirements For Contractor Employees (Nov 2021) DOJ-05 Security of Department Information and Systems (APR 2015) 52.203-12 Limitation On Payments to Influence Certain Federal Transactions (Jun 2020) 52.204-13 System for Award Management Maintenance (Oct 2018) 52.204-18 Commercial and Government Entity Code Maintenance (Aug 2020) 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (Nov 2021) 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Nov 2021) 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013)

3 List of Attachments 4 Solicitation Provisions

52.204-17 Ownership or Control of Offeror (Aug 2020) 52.204-20 Predecessor of Offeror (Aug 2020) 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Nov 2021) 52.204-26 Covered Telecommunications Equipment or Services-Representation (Oct 2020) 52.209-7 Information Regarding Responsibility Matters (Oct 2018) 52.222-22 Previous Contracts and Compliance Reports (Feb 1999) 52.223-22 Public Disclosure of Greenhouse Gas Emissions and Reduction Goals-Representation (Dec 2016) 52.229-11 Tax on Certain Foreign Procurements--Notice and Representation (Jun 2020) 2852.233-70 Protests Filed Directly with the Department of Justice (NOV 2020)

4.1 Quotation Instructions

4.2 Evaluation Criteria

ATF-43 Corporate Representation Regarding Felony Conviction Under Any Federal Law or Unpaid Delinquent Tax Liability - Solicitation (DEVIATION 2015-02) (March 2015)

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52.203-11 Certification And Disclosure Regarding Payments To Influence Certain Federal Transactions (Sept 2007) 52.204-7 System for Award Management (Oct 2018) 52.204-16 Commercial and Government Entity Code Reporting (Aug 2020)

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Section 1 - Commodity or Services Schedule

SCHEDULE OF SUPPLIES/SERVICES

CONTINUATION SHEET

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Forensic Science Manual (FS M) comparison macroscope and accessories per the Statement of Work (SOW)

PSC: 6650

Base Period

1 LT $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0002 Service Installation: Removal of equipment and material from shipping containers, move to installation site, build and install FS M Macroscope to manufacturer's specifications per SOW.

PSC: 6650

Base Period

4 EA $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0003 Shipping: Deliver FS M Comparison Macroscope and accessories to FSL-W per the SOW.

PSC: 6650

Base Period

1 EA $________ $_________________

2.1 Price/Cost Info for Contractor

Vendors shall propose pricing for the below required equipment, accessories, and related services.

Item # Item Description Part Number QTY/EA Required Unit Price Total Price 1 FS M Stand with

Comparison Bridge 11581113 4 $ $

2 Dust cover for Leica Forensic Science Motorized Comparison (FS C) macroscope

11581083 4 $ $

3 Magnification Changer 1x, 1.5x, 2.0x

11505252 4 $ $

4 CSI Workbench 11581137 4 $ $ 5 Objective (Obj.)

PL APO MACRO

0.4x/0.014-0.003-/ 62.0

11581046 8 $ $

6 Obj. M PL

APO MACRO

1x/0.035-0.006-/62.0

11581047 8 $ $

7 Obj. M PL

APO MACRO

2x/0.07-0.01-/ 62.0

11581048 8 $ $

8 Obj. M PL

APO MACRO

4x/0.14-0.03 -/

11581049 8 $ $

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9 Ergon. tilting phototube HC L1VT 0/4/4

11501502 4 $ $

10 Eyepiece HC PLAN 10x/20 BR.M*

11507802 8 $ $

11 Tray for two cold light sources

11581086 4 $ $

12 Light Emitting Diode (LED) Cold light source

CLS350 LED

11581140 4 $ $

13 Flex light guide 2-arm 5/1000

30150222 4 $ $

14 Holder for focusing lens a. filter

30161101 8 $ $

15 Focusing lens 20 mm diameter

30161102 8 $ $

16 LED Light Bar 11581138 8 $ $ 17 Platform, rotatable

w. articulating arm 11581088 8 $ $

18 Joint arm w. holder

f. fiber-optic light

11581003 8 $ $

19 MV LED Spot illuminator 6500K

33000076 8 $ $

20 MV Cool Control Advanced 3- Channel

33000074 4 $ $

21 Diffusor attachment 11532730 8 $ $ 22 Universal adjustable holder 11581056 8 $ $

23 Cementing stages dia. 20 mm, pair

11520276 4 $ $

GRAND TOTAL $

3.3 ATF Points of Contact

CS: Steven Jaimes (Steven.Jaimes@ATF.gov), 202.648.8666 CO: Sheray Millhouse (Sheray.Millhouse@ATF.gov), 202.648.9071 TPOC: TBD at Award (TBD@ATF.gov), 202.648.XTBD

ATF-29 STATEMENT OF WORK/OBJECTIVES, PERFORMANCE WORK STATEMENT or SPECIFICATIONS (March 23, 2009)

The Contractor shall furnish the necessary personnel, material, equipment, services and facilities (except as otherwise specified) to perform the Statement of Work (SOW), Statement of Objectives (SOO), Performance Work Statement (PWS) or Specifications and all Section J attachments, as applicable.

(End of Clause)

1.0 Introduction. The Bureau of Alcohol, Tobacco, Firearms, and Explosives (ATF) is a law-enforcement agency within the Department of Justice (DOJ). ATF’s mission is to reduce violent crime and to protect the public. ATF enforces Federal laws and regulations relating to alcohol, tobacco, firearms, explosives, and arson. Laboratory Services Division (LS) provides analytical and advisory services on matters of a scientific nature in support of ATF’s mission.

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2.0 Overview. LS provides the examination of firearms, cartridge cases and projectiles through microscopic analysis of crime-scene and seized evidence. LS also supports the National Firearms Examiner Academy (NFEA), based at the Forensic Science Laboratory in Beltsville Maryland (FSL-W), which trains state-and-local firearms examiners in several areas of firearms analysis, to include microscopic examination and comparison. With this requirement, ATF will continue modernizing its fleet of Leica comparison macroscopes.

3.0 Objective. LS anticipates this SOW resulting in a Purchase Order (PO) for the Lab to meet the operational requirements to modernize ATF’s fleet of Leica comparison microscopes and ensure ATF’s examiners have the most up-to-date equipment.

4.0 Description of Work Requirements. ATF is requiring Leica-brand Forensic Science Manual (FS M) Comparison macroscope, related parts and accessories, and related services that include shipping, delivery, and installation. The table below depicts the goods and services the Government requires for this PO.

Item Part Number Quantity FS M Stand with Comparison Bridge 11581113 4 Dust cover for Leica Forensic Science Motorized Comparison (FS C) macroscope

11581083 4

Magnification Changer 1x, 1.5x, 2.0x 11505252 4 CSI Workbench 11581137 4 Objective (Obj.) PL APO MACRO 0.4x/0.014-0.003-/ 62.0

11581046 8

Obj. M PL APO MACRO 1x/0.035-0.006-/62.0

11581047 8

Obj. M PL APO MACRO 2x/0.07-0.01-/ 62.0

11581048 8

Obj. M PL APO MACRO 4x/0.14-0.03 -/ 11581049 8 Ergon. tilting phototube HC L1VT 0/4/4 11501502 4 Eyepiece HC PLAN 10x/20 BR.M* 11507802 8 Tray for two cold light sources 11581086 4 Light Emitting Diode (LED) Cold light source CLS350 LED

11581140 4

Flex light guide 2-arm 5/1000 30150222 4 Holder for focusing lens a. filter 30161101 8 Focusing lens 20 mm diameter 30161102 8 LED Light Bar 11581138 8 Platform, rotatable w. articulating arm 11581088 8 Joint arm w. holder f. fiber-optic light 11581003 8 MV LED Spot illuminator 6500K 33000076 8 MV Cool Control Advanced 3-Channel 33000074 4 Diffusor attachment 11532730 8 Universal adjustable holder 11581056 8 Cementing stages dia. 20 mm, pair 11520276 4 Service Installation* (See Below) TBD N/A Shipping* (See Below) n/a N/A

Service Installation shall include removal of equipment and material from shipping containers, move equipment and material to installation site within laboratory as designated by on-site Technical Point of Contact (TPOC), build and install FS M Macroscope to manufacturer’s specifications.

Shipping shall include crating, shipping, and delivery to FSL-W. Equipment and materials shall be free from damage and defects, including manufacturer defects and damage as the result of handling and transport by the manufacturer and/or the Contractor. If the equipment or materials are discovered to be damaged or defective, the Contractor shall replace the equipment or materials within 10-business days of notification from the COR(s)/TPOC(s).

The Contractor shall provide ATF with a minimum of 24 hours advanced notice when coordinating the delivery/shipment/installation of equipment.

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All service engineers must be factory authorized to work on FS M Comparison Macroscopes. Proof of service engineer factory authorization/certification is required. Vendor is responsible for shipping dock-to-dock, removal of equipment from shipping containers, moving equipment to location within laboratory determined by ATF, build and installation of macroscope to manufacturer's specifications.

5.0 Contract Type. ATF anticipates using a firm-fixed price contract type.

6.0 Place of Performance. Delivery and Installation will be at the ATF lab listed below:

FSL-W

6000 Ammendale Road Beltsville, MD 20705

7.0 Delivery Date. The Contractor shall deliver the equipment within 90 days of receipt of awarded PO / and or modification(s).

8.0 Contracting Officer’s Representative (COR) / Technical Point of Contact (TPOC). The COR(s)/TPOC(s) for this requirement is the individual within a program-management function who has overall technical responsibility for efforts. Said individual(s) support the Contract Specialist (CS) and Contracting Officer (CO) during administration of the PO in the below manner:

• Performs inspection, rejection, and acceptance of deliverables, as necessary, and identifies deficiencies in delivered/installed goods and rendered services, as necessary.

• Provides final decisions regarding any recommended rejection of deliverables.

• Provides technical clarification relative to overall contracting matters.

• Provides advice and guidance to the contractor in the preparation of deliverables.

• Recommends to the CS/CO any changes in the requirements.

• Maintains files of the PO, modifications, invoices and important communications.

The Contractor shall not proceed with any instruction or direction given by the COR(s)/TPOC(s) before receiving a modification from the CS/CO of the approved change(s).

9.0 ATF’s Points of Contact

Steven Jaimes, CS 202.648.8666-Phone Steven.Jaimes@ATF.gov

Sheray Millhouse, CO 202.648.9071-Phone, 202.648.9654-Fax Sheray.Millhouse@ATF.gov

TPOC, Primary COR, Secondary COR to be provided at time of award.

10.0 PO Administration Notwithstanding the contractor's responsibility for total-management responsibility during the performance of this contract/order, the administration of the PO shall require maximum coordination among the CO, the COR, and the contractor.

The CS, CO, and COR shall be the Government’s POCs during performance of this PO:

The CS is responsible for drafting and reviewing supporting documentation for the contract file, as well as contractual documents (i.e., including determinations, memos, modifications, etc.). Additionally, the CS performs similar duties as the CO, yet without any signatory authority.

The CO is the only person authorized to approve changes in the terms, conditions, delivery/installation schedules, technical requirements, or price, as set forth in the PO. Any changes not made expressly by the CO will be considered to have been without authority. In such cases, the Contractor is operating at its own risk because no adjustment will be made in the contract, price or otherwise to cover any increase in charges incurred as a result thereof. During any absence of the CO identified for this contract, other warranted COs from ATF may authorize work under the PO.

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The CO will designate the COR in writing to represent him/her. The COR has the authority to monitor all technical aspects and assist in administering the PO. Said individual shall ensure the contractor performs the technical requirements of the PO by: performing, or causing to be performed, inspections necessary in connection with performance of the contract; maintaining both written and oral communications with the contractor concerning the aspects of the PO within his/her purview; monitoring and assessing the contractor's performance under the PO and notifying the contractor and CO of any deficiencies observed; receiving and approving/ rejecting deliverables, invoices and certain-other requests as mentioned in a previous Section(s); also coordinating GFP availability and providing for site entry of contractor personnel, if required.

The COR will forward a copy of his/her signed, COR-Appointment Memo to the contractor. Said letter will include the responsibilities and limitations of the COR and clarify to all parties the responsibilities that would result in a modification to change: the scope of work; cost or price totals/estimates; delivery/installation dates/schedule; and/or any other mutually agreed upon term or provision of the contract.

11.0 Section 508 of the amended Rehabilitation Act. Contractor shall ensure any information and communication technology is accessible to people with disabilities, unless certain exceptions apply.

12.0 Discount Structure. Price reductions for this PO are encouraged, especially when purchasing in bulk; therefore, the Contractor may voluntarily decrease prices upon written notification to the CO. ATF LS already maintains several, Leica Forensic Science Motorized Comparison (FS C) macroscopes that would be available for trade-in, in exchange for discounts on procured, Leica FS M macroscopes.

Request for an equitable adjustment(s) after establishment of the PO shall be submitted in writing to the COR and CO for review and approval, if warranted.

13.0 Level of Effort. Contractor shall ensure it has the proper staff, qualified and/or certified personnel to install the FS M macroscopes as required throughout this PO and through the warranty period.

14.0 Deliverables and Delivery/Installation Schedule. The Contractor shall deliver the equipment within 90 calendar days of issuing the PO and/or modification(s) for instrumentation, as required. Services (including installation) shall be provided within 30 days of the request and funding.

15.0 Inspection & Acceptance. The Contractor shall only tender for acceptance those items that conform to and comply with this requirement. The Government reserves the right to inspect, and/or test any goods and/or services, including deliverables (hereby referred to as “item{s}”), the contractor tenders for acceptance in accordance with (IAW) the Federal Acquisition Regulation (FAR) 52.212-4(a) and 52.246-2. The COR(s)/TPOC(s) or designee will either accept or reject the item(s).

When accepted, said individual(s) or designee will sign off on the item(s). When rejected, the contractor shall correct the item(s) IAW the applicable clause(s).

16.0 Quality Control (QC). The Contractor is responsible for QC, delivery/installation of quality goods and services to the Government, to ensure compliance with the PO requirements.

17.0 Quality Assurance (QA). IAW FAR 46.401(a), Government-contract QA shall be performed at such times (including any stage of manufacture or performance of services) and places (including subcontractors’ plants) as may be necessary to determine the supplies and/or services conform to contract requirements.

18.0 Invoicing and Payment. The contractor shall submit proper invoices to Finance.Branch@ATF.gov per ATF clause #ATF-14 IAW FAR 32.9, Prompt Payment. Payment for all goods and/or services shall be made upon Government acceptance IAW FAR clause 52.232-1, Payments, and 52.232-8, Discounts.

19.0 Government-Contractor Relationships. This requirement involves non-personal services to be performed/rendered.

20.0 Equipment Installation Requirements/Interfacing Requirements/Government Responsibilities/Penalties/Warranty & Service Calls. IAW FAR 46.706(b)(5), the Contractor shall stamp or mark the goods delivered/installed or otherwise furnish notice with the goods of the existence of a warranty, if any. Warranty information shall include the substance/terms and duration as well as the name and telephone number of the person to notify if the goods are found to be defective. The contractor shall present sufficient information for the Government personnel (COR{s}/TPOC{s)) and users to identify warranted goods. The contractor shall observe all manufacturer warranties for goods and services.

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21.0 Closeout. The contractor shall submit a final invoice within 45-calendar days after the end of the performance period. Within 15-calendar days of receiving the final payment, the contractor shall furnish a completed and signed Release of Claims to the CO; such may be in the form of a Closeout-modification to the PO.

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Section 2 - Contract Clauses

2852.212-4 Contract Terms and Conditions, Commercial Items (FAR Deviation) (NOV 2020)

When a commercial item is contemplated (using FAR part 12 procedures or otherwise) and the contract will include FAR 52.212-4, the following replaces subparagraph (g)(2); paragraph (h); subparagraph (i)(2); paragraph (s); and paragraph (u), Unauthorized Obligations, of the basic FAR clause, and adds paragraph (w), as follows:

(g)(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 act regulations at 5 CFR part 1315, as modified by subparagraph (i)(2), Prompt payment, of this clause.

(h) Patent indemnity. Contractor shall indemnify and hold harmless the Government and its respective affiliates, officers, directors, employees, agents, successors and assigns (collectively, “Indemnities”) from and against any and all liability and losses incurred by the Indemnities that are (i) included in any settlement and/or (ii) awarded by a court of competent jurisdiction arising from or in connection with any third party claim of infringement made against Indemnities asserting that any product or service supplied under this contract constitutes infringement of any patent, copyright, trademark, service mark, trade name or other proprietary or intellectual right. This indemnity shall not apply unless Contractor shall have been informed within a reasonable time by the Government of the claim or action alleging such infringement and shall have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in its defense. This indemnity also shall not apply to any claim unreasonably settled by the Government which obligates Contractor to make any admission or pay any amount without written consent signed by an authorized officer of Contractor, unless required by final decree of a court of competent jurisdiction.

(i)(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations (5 CFR part 1315), with the following modification regarding the due date: For the sole purpose of computing an interest penalty due the Contractor, the Government agrees to inspect and determine the acceptability of any supply delivered or service performed specified in the invoice within thirty (30) days of receipt of a proper invoice from the Contractor, after which time, if no affirmative action has been taken by the Government to accept such supply or service, the supply or service will be deemed accepted and payment due thirty (30) days from the date of deemed acceptance. If the Government makes the determination that the item delivered or service performed is deficient or otherwise unacceptable, or the invoice is otherwise determined not to be a proper invoice, the terms and conditions of this paragraph regarding prompt payment will apply to the date the Contractor corrects the deficiency in the item delivered or service performed or submits a proper invoice. If actual acceptance occurs within the constructive acceptance period, the Government will base the determination of an interest penalty on the actual date of acceptance.

The constructive acceptance requirement does not, however, compel Government officials to accept supplies or services, perform contract administration functions, or make payment prior to fulfilling their responsibilities.

(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, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts provisions of the basic FAR clause at 52.212-4, and the Unauthorized Obligations and Contractor's Commercial Supplier Agreements— Unenforceable Clauses provisions of JAR 2852.212-4.

(3) FAR 52.212-5.

(4) Other paragraphs of the basic FAR clause at 52.212-4, with the exception of paragraph (o), Warranty, and those paragraphs identified in this deviation of 52.212-4.

(5) Addenda to this solicitation, contract, or order, including contractor's Commercial supplier agreements incorporated into the contract.

(6) Solicitation provisions if this is a solicitation.

(7) Paragraph (o), Warranty, of the basic FAR clause at 52.212-4.

(8) The Standard Form 1449.

(9) Other documents, exhibits, and attachments.

(10) The specification.

(u) Unauthorized obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract or order is subject to any Commercial supplier agreement that includes any language, provision, or 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 (see 31 U.S.C. 1341), the following shall govern:

(i) Any such language, provision, or clause is unenforceable against the Government.

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(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 commercial supplier agreement. If the commercial supplier agreement is invoked through an “I agree” click box or other similar 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 language, provision, or clause is deemed to be stricken from the commercial supplier agreement and have no effect.

(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.

(w) Commercial supplier agreements—unenforceable clauses. When any supply or service acquired under this contract or order is subject to a contractor's commercial supplier agreement, the following shall be deemed incorporated into such agreement and modifies and replaces any similar language, provision, or clause in such agreement. As used herein, “this agreement” means any contractor commercial supplier agreement:

(1) Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the U.S. Government, the following shall apply:

(i) Applicability. This agreement is a part of a contract between commercial supplier and the U.S. Government for the acquisition of the supply or service that necessitates a license or other similar legal instrument (including all contracts, task orders, and delivery orders under FAR part 12).

(ii) End user. This agreement shall bind the Government as end user but shall not operate to bind the Government employee or person acting on behalf of the Government in his or her personal capacity.

(iii) Law and disputes. This agreement is governed by Federal law.

(A) Any language, provision, or clause purporting to subject the U.S. Government to the laws of any U.S. state, territory, district, or municipality, or the laws of a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted and shall have no effect.

(B) Any language, provision, or clause requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted and shall have no effect.

(C) Any language, provision, or clause prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted and shall have no effect.

(iv) Continued performance. Notwithstanding any other provision in this agreement, if the Contractor believes the Government to be in breach of this contract, order, or agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in subparagraph (d), Disputes, of FAR 52.212-4.

(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to the contract, order, or this agreement, (A) binding arbitration shall not be used unless otherwise specifically authorized by agency guidance, and (B) equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the Government only when explicitly provided by statute.

(vi) Updating terms.

(A) After award, the contractor may unilaterally revise terms if they are not material. Material terms are defined as:

(1) Terms that change Government rights or obligations;

(2) Terms that increase Government prices;

(3) Terms that decrease the overall level of service; or

(4) Terms that limit any other Government right addressed elsewhere in this contract.

(B) For revisions that materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract using a bilateral modification.

(C) Any agreement terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provisions of this contract shall not be enforceable against the Government, and the Government shall not be deemed to have consented to them.

(vii) Order of precedence. Any Order of Precedence clause in any commercial supplier agreement is not enforceable against the Government. The applicable Order of Precedence for this contract, order, or agreement is FAR 52.212-4(s), as revised by JAR

2812.302 and 2852.212-4(s).

(viii) No automatic renewals. If any license or service tied to period payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express consent by a properly warranted contracting officer, and any provision or term of any license or service purporting to provide for automatic renewal is unenforceable against the Government.

(ix) Indemnification by the Government or end-user. Any language, provision, or clause of this commercial supplier agreement requiring the Government or End-user to indemnify the commercial supplier or licensor is not enforceable against the Government.

(x) Indemnification by the commercial supplier or licensor. Any clause of this agreement requiring or permitting the commercial supplier or licensor to defend the Government as a condition of indemnifying the Government for any claim of infringement is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516.

(xi) Audits. Any language, provision, or clause of this commercial supplier agreement permitting Contractor to audit the end user's compliance with this agreement is not enforceable against the Government. To the extent any language, provision or clause of

15A00023Q00000103 Page 13 of 44 this agreement permits Contractor to audit the Government's compliance under this contract, order, or agreement, such language, provision, or clause of this agreement is hereby stricken and replaced as follows:

“(A) If Contractor reasonably believes that the Government has violated the terms of this agreement with regard to the restrictions on authorized use and/or the number of authorized users, upon written request from Contractor, including an explanation of the basis for the request, DOJ will provide a redacted version of the Government's most recent Security Assessment and Authorization package (SAA) to Contractor on a confidential basis, so that Contractor may reasonably verify the Government's compliance with its obligations under this agreement. Contractor understands and agrees that the Government will remove or redact any information from the SAA that it reasonably believes may compromise (a) the security of the Government's information technology environment;

(b) the confidentiality of any third-party proprietary or confidential information; (c) any confidential, sensitive law enforcement information; and (d) any other information that the Government believes may compromise a past, current, or prospective investigation, prosecution, or litigation. Notwithstanding the preceding, and subject to the Government's policies and procedures for such review, including but not limited to complying with all Government security requirements prior to being granted access to the Government's facilities, including the execution of appropriate confidentiality and/or non-disclosure agreements, the Government will arrange, upon Contractor's written request, for Contractor to view an un-redacted version of the SAA on Government premises. Contractor understands that Contractor will be provided a copy of the un-redacted SAA on Government premises only and that no un-redacted copy of the SAA, or any medium containing information relating to it, will be permitted to be removed from Government premises.

(B) The Contractor also understands and agrees that the Contractor shall make a request under this paragraph no more than on an annual basis and only during the period of the contract, and that any activities performed by Contractor under this clause will be performed at Contractor's expense, without reimbursement by the Government.

(C) Discrepancies found with regard to the restrictions on authorized use and/or the number of authorized users may result in a charge by Contractor to the Government. Any resulting invoice must comply with the proper invoicing and payment requirements specified in the contract. This charge, if disputed by the Government, will be resolved through the Disputes clause at 52.212-4(d); no payment obligation shall arise on the part of the Government until the conclusion of the dispute process.”

(xii) Taxes or surcharges. Any taxes or surcharges which the Contractor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the Government contract.

(xiii) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval, except as expressly permitted under FAR 52.212-4 (b), Assignment.

(xiv) Confidential information.

(A) During the term of this contract or order, either party may identify information as “confidential information,” and there shall be no disclosure, dissemination, or publication of any such information except to the extent required for the performance of this contract or order and otherwise provided in this clause or by statute or regulation. Specifically, the parties agree that the party receiving confidential information may only disclose such information to its employees and contractors on a “need-to-know” basis to carry out the obligations of this contract or order, and that subcontractors performing under this Agreement are subject to the same stipulations provided in this provision. The parties also agree that this provision shall survive the termination of this contract or order, and any confidential information obtained or received which comes within these restrictions shall remain confidential, provided that the obligation to treat information as confidential shall not apply to information which is or becomes publicly available through no improper action of the receiving party; is or comes to be in the receiving party's possession independent of its relationship with the disclosing party; is developed by or becomes known to the receiving party without use of any confidential information of the disclosing party; or is obtained rightfully from a third party not bound by an obligation of confidentiality. Additionally, nothing in this contract or order shall restrict disclosure by the receiving party pursuant to any applicable law, including but not limited to the Freedom of Information Act, 5 U.S.C. 552, et seq., or an order of any court of competent jurisdiction, provided that in either such case the receiving party gives prompt notice to the disclosing party to allow the disclosing party to interpose an objection to such disclosure, take action to assure confidential handling of the confidential information, or take such other action as it deems appropriate to protect its confidential information.

(B) The Government considers and hereby identifies as confidential any and all information related to any inquiries and/or searches performed by the Government or by contractor at the Government's direction under this contract or order, including the subject of any such inquiry or search and any and all search terms, regardless of whether provided in writing or orally to Contractor, and Contractor agrees that it may only disclose such information to its employees and contractors on a “need-to-know” basis to carry out the obligations of this contract or order and that it will not share, reveal, divulge, disclose, disseminate, or publicize any such information to any third party except as provided in this provision without the prior written approval of the Contracting Officer. Contractor also understands and agrees that any subcontractors performing under this contract or order are subject to the same stipulations and that Contractor may be held responsible for any violations of confidentiality by a subcontractor.

(C) These provisions are consistent with and do not supersede, conflict with, or otherwise alter an employee's obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress,

(3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by Executive orders and statutory provisions relating to whistleblower protection are incorporated into this contract and are controlling.

15A00023Q00000103 Page 14 of 44

(D) The Government may share the terms, conditions and prices set forth in this Order with, and provide a copy of the Order to, other Executive branch agencies of the U.S. Government, provided that the Government shall ensure that other Executive branch agencies to which it provides such information will be required to treat all such information consistent with terms and conditions set forth in this Order.

(E) Notwithstanding anything in this agreement, the Government may retain any confidential information as required by law, regulation, or its internal document retention procedures for legal, regulatory, or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this Order.

(xv) Authorized users. Authorized users may include full and part-time employees of the Government, including those working at or from remote locations, and contractors and contractor employees working within the scope of their contract with the Government, including those at or from remote locations.

(xvi) Authorized use. Authorized users are authorized to use the product or service acquired under this contract in performing business on behalf of the Government. Any information obtained or acquired by the Government under this contract may be used by the Government in the performance of Government business.

(2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (w)(1), the language, provisions, or clause of paragraph (w)(1) shall prevails to the extent of such inconsistency.

A.1 ADDENDUM TO FAR 52.212-4, Contract Terms and Conditions, Commercial Items (FAR Deviation) (NOV 2020)

The terms and conditions for the following clauses are hereby incorporated into this solicitation and resulting contract as an addendum to FAR clause 52.212-4.

Clauses By Reference

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

Clause Title Fill-ins (if applicable)

52.203-12 Limitation On Payments to Influence Certain Federal Transactions

(Jun 2020)

52.204-13 System for Award Management Maintenance (Oct 2018)

52.204-18 Commercial and Government Entity Code Maintenance (Aug 2020)

52.204-21 Basic Safeguarding of Covered Contractor Information Systems (Nov

2021)

52.204-23 Prohibition on Contracting for Hardware, Software, and Services

Developed or Provided by Kaspersky Lab and Other Covered Entities

(Nov 2021)

52.209-9 Updates of Publicly Available Information Regarding Responsibility

Matters (Oct 2018)

15A00023Q00000103 Page 15 of 44

Clause Title Fill-ins (if applicable)

52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013)

Clauses By Full Text

ATF-13 INCORPORATION OF VENDOR TERMS AND CONDITIONS

INCORPORATION OF VENDOR TERMS AND CONDITIONS (Revised July 19, 2007) Incorporation of Commercial Terms and Conditions (a)The following terms and conditions, included in the vendor's standard commercial terms and conditions, do not apply to this order:___________________________________________________________________________ (b)Any inconsistency or conflict between any of the vendor's remaining standard commercial terms and conditions and the government's terms and conditions incorporated in this order shall be resolved by giving precedence to the government's terms and conditions.

(End of Clause)

ATF-14 ELECTRONIC INVOICING (Revised October 27, 2008)

The Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF) encourages contractors to invoice electronically.

Invoicing electronically saves time, money, and physical storage space for both the Government and the contractor.

Each invoice must be a proper invoice in accordance with Federal Acquisition Regulations (FAR) 32.905(b). The contractor may submit a combined invoice with each ATF contract/order number. The invoice must clearly identify the specific Contract Line Item (CLIN) or item number for which the contractor is seeking payment under the contract/order. If the invoice covers multiple CLINs or item numbers, the invoice must clearly identify specific amounts and activity applicable to each.

Electronic invoices must be submitted to the ATF Contracting Officer's Representative (COR)/POC named in Section G/Section

3.3 of this contract and Financial Management Division (FMD), Finance.Branch@ATF.gov. Electronic invoices will serve as the official, original copy. The e-mail subject line must contain the name of the ATF COR/POC named in Section G/Section 3.3 of the obligation document, the Order/Award number, the Invoice number and Vendor name (i.e.: John Doe_DJAxxxxxxxxx_Invoice #xxx_ABC, Inc.). ATF will return to the vendor any invoices that do not contain the correct subject line information.

Contractors who are unable to submit electronic invoices may mail their invoices to the COR/POC named in Section G/Section 3.3 of this contract and FMD address provided below:

Bureau of Alcohol, Tobacco, Firearms & Explosives Attn: Finance Branch EXPEDITE CONTRACT INVOICE 99 New York Avenue, NE Mail Drop 4S-288 Washington, DC 20226

ATF-17 NOTICE TO THE GOVERNMENT OF DELAYS

NOTICE TO THE GOVERNMENT OF DELAYS (Revised July 19, 2007)

In the event the Contractor encounters difficulty in meeting performance requirements, or when he anticipates difficulty in complying with the contract delivery schedule or completion date, or whenever the Contractor has knowledge that any actual or potential

15A00023Q00000103 Page 16 of 44 situation is delaying or threatens to delay the timely performance of the contract, the Contractor shall immediately notify the Contracting Officer and the Contracting Officer's Representative COR(s), in writing, giving pertinent details; provided, however, that this date shall be information only in character and that this provision shall not be construed as a waiver by the Government of any delivery schedule or date, or any rights or remedies provided by law or under this contract.

ATF-19 AUTHORITY TO OBLIGATE THE GOVERNMENT

AUTHORITY TO OBLIGATE THE GOVERNMENT (Revised July 19, 2007)

The Contracting Officer is the only individual who can legally commit or obligate the Government to the expenditure of public funds.

No cost chargeable to the proposed contract can be incurred before receipt of a fully executed contract or specific authorization from the Contracting Officer.

ATF-22 CONFIDENTIALITY OF INFORMATION AND DISCLOSURE

The Contractor agrees, in the performance of this contract, to keep all information contained in source documents or other media furnished by the Government in the strictest confidence. The Contractor also agrees not to publish or otherwise divulge such information in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the Contractor s possession, to those employees needing such information to perform the work provided herein, e.g., on a need-to-know basis. There shall be no dissemination or publication, except within and between the Contractor and any subcontractors, of information developed under this contract or contained in the reports to be furnished pursuant to this contract without prior written approval from the Contracting Officer (CO). No news release (including photographs and films, public announcements, denial or confirmation of same) on any part of the subject matter of this contract or any phase of any program hereunder shall be made without the prior written approval of the CO. The Contractor is prohibited from releasing to any source, other than the sponsoring activity, any interim, draft and final reports or information pertaining to services performed under this contract until report approval or official review has been obtained. Furthermore, the contractor shall ensure that the cover of all interim, draft and final reports contains the following statement: "The view, opinions, and/or findings contained in this report are those of the author(s) and should not be construed as an official Government position, policy or decision, unless so designated by other documentation."

The Contractor agrees to immediately notify in writing the CO named herein, if it determines or has reason to suspect a breach of this requirement. The Contractor also agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

(a) Confidential information, as used in this clause, means (1) information or data of a personal nature proprietary about an individual, or (2) information or data submitted by or pertaining CONFIDENTIALITY to an institution or organization, or (3) information or data pertaining to a law enforcement investigation or operation.

(b) In addition to the types of confidential information described in (a) (1), (2) and (3) above, information which might require special consideration concerning the timing of its disclosure such as draft budget and strategic plans, studies or research, audits, etc.

(c) The CO and the…