15B41126Q00000003 Class B Water Testing Solicitation.pdf

15B41126Q00000003 Page 1 of 32

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

15B41126Q00000003

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 6. SOLICITATION ISSUE

DATE

11/19/2025

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

Hans Frei hfrei@bop.gov

b. TELEPHONE NUMBER (No collect calls)

309-346-8588 x1055

8. OFFER DUE DATE / LOCAL

TIME

12/19/2025 04:00 CT

CODE BPEK

Federal Bureau of Prisons

FCI Pekin

2600 S. 2ND STREET

Pekin, IL 61554

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):

221310

SIZE STANDARD:

$41,000,000

10. THE ACQUISITION IS

SEE SCHEDULE

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

BPEKCODE15. DELIVER TO

Federal Bureau of Prisons FCI Pekin

2600 S. 2ND STREET

Pekin, IL 61554

CODE BPEK16. ADMINISTERED BY

Federal Bureau of Prisons FCI Pekin

2600 S. 2ND STREET

Pekin, IL 61554

FACILITY

CODE

CODE

TELEPHONE NUMBER

17a. CONTRACTOR/

OFFEROR

BPEKCODE18a. PAYMENT WILL BE MADE BY

Federal Bureau of Prisons FCI Pekin

2600 S. 2ND STREET

Pekin, IL 61554

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

Provide Class "B" Water Testing Services for FCI Pekin (See Section 2) Firm Fixed Price

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)

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

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)

Hans P Frei

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

INCLUDE THE FOLLOWING:

UEI___________________

TIN_____________________

Phone___________________ E-mail___________________

11/19/2025

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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

15B41126Q00000003 Page 3 of 32

Table of Contents

Section Description Page Number

Solicitation/Contract Form 1 Commodity or Services Schedule

2.2 Statement of Work

4.1 Special Contract Conditions

2.1 Schedule Continued

2 Contract Clauses 2852.212-4 Contract Terms and Conditions, Commercial Items (FAR Deviation) (NOV 2020) 52.204-13 System for Award Management Maintenance (Oct 2018) 52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded (Jan 2025) 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015) 52.212-1 Instructions to Offerors-Commercial Products and Commercial Services (Sep 2023) 52.212-4 Contract Terms and Conditions-Commercial Products and Commercial Services (Nov 2023) 52.222-3 Convict Labor (June 2003) 52.222-36 Equal Opportunity for Workers with Disabilities (Jun 2020) 52.222-50 Combating Trafficking in Persons (Oct 2025) 52.226-8 Encouraging Contractor Policies To Ban Text Messaging While Driving (May 2024) 52.232-18 Availability of Funds (Apr 1984) 52.232-33 Payment by Electronic Funds Transfer-System for Award Management (Oct 2018) 52.233-3 Protest after Award (Aug 1996) 52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004) 52.216-18 Ordering (Aug 2020) 52.216-19 Order Limitations (Oct 1995) 52.216-21 Requirements (Oct 1995) 52.217-8 Option to Extend Services (Nov 1999) 52.217-9 Option to Extend the Term of the Contract (Mar 2000) 2852.201-70 Contracting Officer's Representative (COR) (NOV 2020) 2852.223-70 Unsafe Conditions Due to the Presence of Hazardous Material (NOV 2020) DOJ-02 Contractor Privacy Requirements (JAN 2022) DOJ-03 Personnel Security Requirements For Contractor Employees (Nov 2021) DOJ-08 Continuing Contract Performance During a Pandemic Influenza or other National Emergency (OCT 2007)

3 List of Attachments 4 Solicitation Provisions

52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements--Representation (Jan 2017) 52.204-7 System for Award Management (Nov 2024) 52.212-2 Evaluation-Commercial Products and Commercial Services (Nov 2021)

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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 Base Year, Effective Date of Award (EDOA) through 12 months from the EDOA

PSC: B533

Base Period

Delivery Schedule:

Quantity: 12.000000

Delivery Address: Federal Bureau of Prisons FCI Pekin

2600 S. 2ND STREET

Pekin, IL 61554

12 SV $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0002 Option Year 1, 13 months through 24 months from the EDOA

PSC: B533

Unexercised Option

Delivery Schedule:

Quantity: 12.000000

Delivery Address: Federal Bureau of Prisons FCI Pekin

2600 S. 2ND STREET

Pekin, IL 61554

12 SV $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0003 Option Year 2, 25 months through 36 months from the EDOA

PSC: B533

Unexercised Option

Delivery Schedule:

Quantity: 12.000000

Delivery Address: Federal Bureau of Prisons FCI Pekin

2600 S. 2ND STREET

Pekin, IL 61554

12 SV $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0004 Option Year 3, 37 months through 48 months from the EDOA

PSC: B533

Unexercised Option

Delivery Schedule:

Quantity: 12.000000

Delivery Address: Federal Bureau of Prisons FCI Pekin

2600 S. 2ND STREET

Pekin, IL 61554

12 SV $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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0005 Option Year 4, 49 months through 60 months from the EDOA

PSC: B533

Unexercised Option

Delivery Schedule:

Quantity: 12.000000

Delivery Address: Federal Bureau of Prisons FCI Pekin

2600 S. 2ND STREET

Pekin, IL 61554

12 SV $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0006 6 Month Extension for Option Year 4, 61 months through 66 months from the EDOA

PSC: B533

Unexercised Option

Delivery Schedule:

Quantity: 6.000000

Delivery Address: Federal Bureau of Prisons FCI Pekin

2600 S. 2ND STREET

Pekin, IL 61554

6 SV $________ $_________________

Total Quote for the Base Year plus Four Option Years and 6 month extension: _______________ The Size Standard = $41 Million. Service(SV) equals the time required to complete monthly testing.

2.2 Statement of Work

Statement of Work Water Testing Services

Objective The objective of this work statement is to provide Class “B” Water Testing Services for the Federal Correctional Institution located in Pekin Illinois.

Scope of Work The contractor, upon request from the Facilities Manager or designee, who will serve as the Contracting Officer’s Representative (COR), shall collect water samples at the Federal Correctional Institution (FCI) and the Federal Prison Camp (FPC) in accordance with the Illinois Environmental Protection Agency (IEPA) testing requirements.

The contractor shall collect water samples, conduct IEPA Bac-T water testing samples, complete all required paperwork associated with sampling and submit all results to the IEPA in accordance with all state requirements. The contractor is responsible for submitting “Responsible Operator in Charge” forms to the IEPA and maintain them in accordance with IEPA regulations. The contractor shall ensure that the Community Water Supply testing standards for FCI Pekin are current and accurately completed as required by the IEPA Drinking Water Regs. The contractor shall ensure that the Facilities Manager is informed in writing of all correspondence, testing requirements and testing results. Original documentation shall be forwarded and maintained by the Facilities Manager. The contractor may, at times be called upon to provide technical guidance for repairs, new construction and emergency situations. It is the contractor’s responsibility to report any unsafe conditions or violations to the Facilities Manager immediately upon discovery.

Licensing The contractor is required to have a class “B” operator’s license per the Illinois Environmental Protection Agency (IEPA) and meet all Illinois licensing requirements.

Institution Security The contractor agrees to adhere to all regulations prescribed by the institution for safety, custody, and conduct of inmates. The contractor shall attend a four hour orientation training program before assuming his/her duties. The awarded contractor will not be reimbursed for the time spent in institution security orientation or other periodic security related training. The following investigative procedures will be applied and appropriate forms completed before the contract is awarded:

National Crime Information Center (NCIC) check;

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DOJ-99 (name check); FD-258 (fingerprint check);

Law Enforcement Agency checks;

Vouchering of Employers;

Resume/Personal Qualifications;

OPM-329-A (Authority for Release of Information);

National Agency Check and Inquiries (NACI) check (if applicable); and Urinalysis (if the test is positive the Contractor shall be disqualified from being awarded the contract) Educational and Credential Requirement The Contractor shall have current licensing in their chosen field of expertise that permits them to perform the water testing in the State of Illinois for the duration of the contract.

Quality Standards The Government reserves the right to inspect and evaluate all services provided during the performance of this contract.

The Government may conduct surveillance of any task at any time during the performance of this contract. All surveillance observations will be documented by the Contracting Officer's Representative (COR). When an observation indicates defective performance, the Contracting Officer may issue a Discrepancy Report to the Contractor. The Contractor shall address any Discrepancy Report in writing to the Contracting Officer within ten (10) calendar days of notification, indicating any corrective action taken to rectify the deficiency.

Non-personal Position The services provided are a contractual arrangement and not a personnel appointment. Payment is based on an end product or the accomplishment of a specific result or service. The service does not constitute an employer/employee relationship. The Contractor will not be subject to Government supervision, except for security related matters. However, contractor performance will be closely monitored. A COR will be appointed to monitor the performance of the Contractor, and, at a minimum, quarterly monitoring reports will be provided to the Contracting Officer indicating the performance level.

Schedule The work schedule will normally consist of one session per month with hours of services at a mutually agreed upon time.

Each service (SV) will consist of the time required to conduct the water testing services for each individual month. The performance schedule will be mutually agreed upon between the Facilities Manager and the Contractor. Typically testing will be scheduled between the hours of 7:30a.m. to 3:30p.m., Monday through Friday excluding federal holidays. Hours may be adjusted to meet the needs of the institution. Due to the nature of a correctional setting, situations may arise in which the contractor will be denied entry into the institution or escorted from the institution prior to the completion of all testing. If denied entrance or escorted out of the institution due to an emergency, the services will be rescheduled.

Contractor will not be reimbursed for travel time.

4.1 Special Contract Conditions

Type of Contract

The Government contemplates a single award of an indefinite delivery/requirements type contract with firm-fixed unit prices resulting from this solicitation. It is anticipated that a contract award resulting from this solicitation will be made approximately September 15, 2014 with an anticipated effective date of award of October 1, 2014.

The resulting contract will include a base year from the effective date, with four (4) possible 12-month option years for renewal at the unilateral discretion of the Government. Pursuant to FAR 17.203(b), the Government's evaluation shall be inclusive of options. Pursuant to FAR 17.203(d), offerors may offer varying prices for options, depending on the quantities actually ordered and the dates when ordered. Offerors are advised that the Government has the unilateral right to exercise option periods in accordance with FAR 43.103(b) and 52.217-9, "Option to Extend the Term of the Contract" and 52.217-8, "Option to Extend Services."

Non-Personal Services Status

Award of this contract will result in a contractual arrangement only and shall not be construed as a personnel appointment with the Bureau of Prisons. The services shall not constitute an employer/employee relationship. The services shall not constitute an employer/employee relationship. Payments to the Contractor shall be based on the provision of an end product or the accomplishment of a specific task. Results to be obtained are within the Contractor's own unsupervised determination. The Contractor will not be subject to Government supervision but its efforts will be monitored for quality assurance.

Reviews

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The Contracting Officer or designee is authorized to review by on-site survey, review of records, or by any other reasonable manner, the quality of services rendered under this contract. All records shall be subject to review by the Contracting Officer or other representative of the Bureau of Prisons.

Payments will be denied when such service does not support the charges or if the service is deemed not necessary or appropriate. Such determinations may be made by the Contracting Officer or COR, whichever is appropriate. All records shall be subject to review by the Contracting Officer or other delegated representatives of the BOP.

Performance

The periods of performance of the resulting contract shall be as follows:

Base Year: Effective Date of Award (EDOA) through 12 months from EDOA Option Year 1: 13 months from EDOA through 24 months from EDOA Option Year 2: 25 months from EDOA through 36 months from EDOA Option Year 3: 37 months from EDOA through 48 months from EDOA Option Year 4: 49 months from EDOA through 60 months from EDOA 6 Month Extension for Option Year 4: 61 months from EDOA through 66 months from EDOA

The Contractor shall commence full performance of the services under this contract within 30 calendar days from the effective date of award. In accordance with FAR 46.503 and 46.403(a)(6), the place of acceptance for services under this contract is at the destination, Federal Correctional Institution, Greenville, IL. The Contractor shall provide the contract services independent of Government supervision.

Contract Administration

Contracting Officer Responsibility: Authority to negotiate changes in the terms, conditions, or amounts cited in this contract is reserved to the Contracting Officer. This responsibility may be delegated to an Administrative Contracting Officer by the Contracting Officer.

Ordering Official: Task orders may be issued only by the Contracting Officer, Administrative Contracting Officer, or an ordering official for FCI Pekin with an appropriate certificate of appointment. Each task order will identify the services required for that period.

Contracting Officer’s Representative (COR): The Contracting Officer may designate in writing a COR who shall be responsible for:

a) Monitoring technical progress, including surveillance and assessment of performance and issuing technical changes;

b) Interpreting the scope of work;

c) Technical evaluation as required;

d) Technical inspection and acceptance;

e) Assisting in the resolution of technical problems encountered by the service provider during contract performance;

f) Monitoring funds available for obligation;

g) Ensuring that task orders are issued in accordance with appropriate terms;

h) Ensuring that invoices and payments are processed in a timely manner;

i) Assisting in the resolution of administrative problems encountered by the service provider during the contract performance;

j) Managing responsibilities related to personal identity verification (PIVCards).

Contract Security/Investigative Requirements

The employees of the Contractor entering the institution shall meet certain security requirements to receive an institutional pass as required by BOP Program Statement 3000.03. Primary concerns are the amount of contact that may occur between the Contractor and his/her employees with the inmate population during the performance of the contract.

The program manager at the institution is responsible for conducting the appropriate vouchering, law enforcement checks, and ensuring that fingerprinting is completed on all Contractor staff that may need access inside the confines of the secure perimeter. The personnel department will establish a security file that will be maintained on each of the

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Contractor's employees from the beginning of the contract through its duration. The following investigative procedures will be performed:

National Crime Information Center (NCIC) check;

DOJ-99 (name check);

FD-258 (fingerprint check);

Law Enforcement Agency checks;

Vouchering of Employers;

Resume/Personal Qualifications;

OPM-329-A (Authority for Release of Information);

National Agency Check and Inquiries (NACI) check (if applicable); and Urinalysis (if the test is positive the Contractor shall be disqualified from being awarded the contract), By submitting a offer, the Contractor and its employees agree to complete the required documents and undergo the listed procedures. An individual employee of the Contractor who does not pass the security clearances will be unable to perform services under the contract. If the resulting contract is to be awarded to an individual, all clearance procedures shall be applied prior to award. Individuals who do not pass the security clearance will not be awarded a contract. The final determination and completion of the security investigation procedures will be made at the sole discretion of the institution.

All persons are advised that a urinalysis test for the detection of marijuana and other drug usage shall be performed. Any person(s) testing positive shall be disqualified from performing under the resulting contract. Any individual employed by the Contractor deemed not suitable by the BOP requirements will not be granted access to perform services under the contract. This is a condition of the contract. The Contractor must be in compliance with Department of Justice regulations at 8 CFR 274a regarding the employment of aliens. A copy of this directive is available upon the Contractor's request.

In addition, each Contractor employee must attend an orientation program at the institution. The purpose of this program is to familiarize Contractor employees with institution operations, the institution, and general rules of conduct and procedures inside the institution. The date and time for this orientation will be coordinated by the COR. Refresher training in security and BOP procedures may be required annually. The contractor will not be compensated for time spent in orientation or any other required security related training. Contractor employees shall adhere to all institution regulations regarding conduct and performance. Contractor employees will be allowed access to the institution at the sole discretion of the Chief Executive Officer (CEO). Any individual performing under this contract may be removed if it becomes apparent that his/her conduct does not reflect the conduct of that prescribed for those people performing under non-personal service contracts.

Privacy Act Notification

The contract will require contract staff to operate a system of inmate medical records documentation that will require adherence to the Privacy Act of 1974. The system of records will be maintained in accordance with community standards of medical records. The Contractor and/or staff are not authorized to disclose this or any information pertaining to an inmate to any non-BOP source. Any requests for such information shall be forwarded to the Health Services Administrator for proper disposition.

2.1 Schedule Continued

Performance Period:

Base Year, Effective Date of Award (EDOA) through 12 months from the EDOA Option Year 1, 13 months through 24 months from the EDOA Option Year 2, 25 months through 36 months from the EDOA Option Year 3, 37 months through 48 months from the EDOA Option Year 4, 49 months through 60 months from the EDOA 6 Month Extension for Option Year 4, 61 months through 66 months from the EDOA The contractor shall commence performance of services within 30 calendar days from effective date of award of the contract. In accordance with FAR 46.503 and 46.403(a) (6), the place of acceptance for services under this contract is at the destination, FCI Pekin, IL.

Ordering Official: Task orders may be issued only by the Contract Specialist or a warranted procurement official from the Contract Administration Office at FCI Pekin. Orders will be issued by e-mail.

The contractor agrees to adhere to all of the security procedures of the FCI. Any individual employed by the contractor who is deemed not suitable by the BOP requirements will not be granted access to perform services under the contract. This is a condition of the contract. Finally, the contractor shall be in compliance with 8 CFR

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274a regarding employment of aliens.

Non-personal services: This contract is a non-personal services contract, as defined in FAR 37.101, under which the contractor is an independent contractor. Award of a contract does not constitute an employer/employee relationship.

The contractor will not be subject to Government supervision, except for security related matters;

however, contractor performance shall be closely monitored to ensure contract compliance.

Pricing Methodology- The contract rate for ths service will be based on the time required to conduct the water testing services each month including all relevant documentation. Pricing shall be inclusive of all charges associated with the provision of water testing services.

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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

15B41126Q00000003 Page 11 of 32 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.

(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.

15B41126Q00000003 Page 12 of 32

(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 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

15B41126Q00000003 Page 13 of 32 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.

(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)

52.203-17 Contractor Employee Whistleblower Rights (Nov 2023)

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

52.209-6 Protecting the Government's Interest When

Subcontracting with Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded (Jan

2025)

15B41126Q00000003 Page 14 of 32

Clause Title Fill-ins (if applicable)

52.209-10 Prohibition on Contracting with Inverted Domestic

Corporations (Nov 2015)

52.212-1 Instructions to Offerors-Commercial Products and

Commercial Services (Sep 2023)

52.212-4 Contract Terms and Conditions-Commercial Products and Commercial Services (Nov 2023)

52.222-3 Convict Labor (June 2003)

52.222-36 Equal Opportunity for Workers with Disabilities (Jun

2020)

52.222-50 Combating Trafficking in Persons (Oct 2025)

52.226-8 Encouraging Contractor Policies To Ban Text

Messaging While Driving (May 2024)

52.232-18 Availability of Funds (Apr 1984)

52.232-33 Payment by Electronic Funds Transfer-System for

Award Management (Oct 2018)

52.233-3 Protest after Award (Aug 1996)

52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004)

Clauses By Full Text

52.216-18 Ordering (Aug 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the first day of the effective performance period through the last day of the effective performance period [insert dates].

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when--

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either--

15B41126Q00000003 Page 15 of 32

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of clause)

52.216-19 Order Limitations (Oct 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than one service [insert dollar figure or quantity], the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor--

(1) Any order for a single item in excess of the quantities identified in the schedule of supplies and services within the effective performance period [insert dollar figure or quantity];

(2) Any order for a combination of items in excess of the quantities identified in the schedule of supplies and services within the effective performance period [insert dollar figure or quantity]; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-21 Requirements (Oct 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be…