15B50524Q00000012 RFQ.pdf

15B50524Q00000012 Page 1 of 34

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

1. REQUISITION NUMBER

15B50524PR000254

PAGE 1 OF

5. SOLICITATION NUMBER

15B50524Q00000012

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 6. SOLICITATION ISSUE

DATE

09/19/2024

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

A. Rivera a3rivera@bop.gov

b. TELEPHONE NUMBER (No collect calls)

8177824000

8. OFFER DUE DATE / LOCAL

TIME

09/30/2024 14:00 CT

CODE 15B505

Federal Bureau of Prisons

FMC Carswell

J Street

Building 3000

Fort Worth, TX 76127

9. ISSUED BY UNRESTRICTED OR X SET ASIDE: % 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):

334512

SIZE STANDARD:

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

15B505CODE15. DELIVER TO

Federal Bureau of Prisons FMC Carswell J Street Building 3000 Fort Worth, TX 76127

R. Brandow

(O) 8177824000 rbrandow@bop.gov

CODE16. ADMINISTERED BY

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

FMC CARSWELL - FACILITIES

24Z5AX8 - Emergency Repair Chiller #1 Powerhouse

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

ARE X ARE NOT ATTACHED

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ____ COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH

OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE

TERMS AND CONDITIONS SPECIFIED.

29. AWARD OF CONTRACT: 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) 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

15B50524Q00000012 Page 2 of 34

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

15B50524Q00000012 Page 3 of 34

Table of Contents

Section Description Page Number

Solicitation/Contract Form 1 Commodity or Services Schedule 2 Contract Clauses

2852.212-4 Contract Terms and Conditions, Commercial Items (FAR Deviation) (NOV 2020) DOJ-02 Contractor Privacy Requirements (JAN 2022) 52.219-6 Notice of Total Small Business Set-Aside (Nov 2020) 52.225-13 Restrictions on Certain Foreign Purchases (Feb 2021) 52.232-25 Prompt Payment (Jan 2017) 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013) 52.204-18 Commercial and Government Entity Code Maintenance (Aug 2020) 2852.223-70 Unsafe Conditions Due to the Presence of Hazardous Material (NOV 2020) DJAR-PGD-08-04 Security of Systems and Data, Including Personally Identifiable Information DJAR-PGD-08-05 Contractor Certification of Compliance with Federal Tax Requirements OBD-01 Electronic Signatures (MAY 2019) 52.204-27 Prohibition on a ByteDance Covered Application (Jun 2023) DJAR-PGD-15-02-2B Contractor Internal Confidentiality Agreements or Statements Prohibiting or Restricting Reporting of Waste, Fraud, and Abuse - Award - (DEVIATION 2015-02) (March 2015) 52.232-18 Availability of Funds (Apr 1984) 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders-Commercial Products and Commercial Services (May 2024)

3 List of Attachments 4 Solicitation Provisions

15B50524Q00000012 Page 4 of 34

Section 1 - Commodity or Services Schedule

SCHEDULE OF SUPPLIES/SERVICES

CONTINUATION SHEET

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Provide labor and materials to remove and replace one Adaptive Frequency Drive (AFD) Assembly for Trane Centravac Centrifugal Chiller #1.

PSC: J041

0 EA $________ $_________________

STATEMENT OF WORK

STATEMENT OF WORK

FEDERAL MEDICAL CENTER (FMC) CARSWELL

B&F PROJECT 24Z5AX8

EMERGENCY REPAIR CHILLER #1 POWERHOUSE

I. SPECIFICATIONS:

A. INTRODUCTION

A.1 The Federal Bureau of Prisons (FBOP), Federal Medical Center (FMC) Carswell, J Street – Bld. 3000, Ft.

Worth, TX. 76127 provides medical treatment and mental health services for female offenders. FMC intends to make a single award to a responsible entity that will provide/supply all necessary equipment and materials for Adaptive Frequency Drive repairs on Chiller #1. Chiller #1 is located at the Powerhouse Building 3001 at FMC Carswell. The contractor and his/her contracted workers shall have limited supervised contact with inmates confined to this facility.

The Powerhouse Building was originally built in 1952. The Trane Centrifugal Chiller was installed in 2018. A comprehensive vibration analysis was performed revealing a failure of the tail thrust bearing.

B. CHILLER EQUIPMENT SPECIFICATIONS

B.1 (1) Qty for the Powerhouse Building 3001:

The #1 Powerhouse Chiller is a Trane Centrifugal Chiller.

Model #: CVHF760GE4V0PE028487BECDC00000009E10070LS00003A100DA Serial #: L15C01631 Line voltage 480 volts, 60 Hz, 3 phase.

Refrigerant: R-123 (1600 lbs.)

C. SCOPE OF WORK

The Contractor will provide labor and materials to remove and replace one Adaptive Frequency Drive (AFD) Assembly for Trane Centravac Centrifugal Chiller #1. Contractor shall upgrade chiller unit controls. The contractor may salvage existing Centravac starter or drive components. Any reconfiguration of building power to work with new drive will be conducted by the contractor.

The Contractor shall provide start-up and logging of the chiller.

15B50524Q00000012 Page 5 of 34

The contractor shall give operator training of usage and features of the new control system.

The Contractor will lock out tag out chiller. If required through-out installation, contractor services will have refrigerant recovered and stored onsite. Contractor will weigh and provide documentation of the amount of refrigerant recovered to the Facilities Manager.

All receiving/discharge/shipping will be to the FMC. All shipping scheduling will be communicated to the FBOP.

The contractor shall verify all existing quantities, measurements & conditions prior to ordering materials.

The contractor has sole responsibility and discretion for choosing and implementing the manner and method of performing the tasks outlined in this Statement of Work as long as they do not impede or violate any Local, State, or Federal regulatory policies and/or laws and are carried out in a way to best minimize disruption of institution operations.

The contractor will clean up work are when completed.

D. QUALITY ASSURANCE/INSTALLATION REQUIREMENTS

All services associated with this project shall comply with Federal, State and Local Codes and security regulations.

It is the Contractor’s responsibility to repair and/or replace any Government property damaged by contractors/ subcontractor’s employees. Damage will be corrected and restored to previous condition at no cost to the Government.

It shall be the Contractor’s responsibility for obtaining all measurements and data requirements to comply with manufacturer’s installation recommendations. All installations must be in accordance with product manufacture’s recommendations.

E. EQUIPMENT/MATERIALS

The FBOP will provide an adequate staging area and storage space adjacent to the project site for all contractor supplied material and equipment for this project.

F. WARRANTY

The Contractor shall provide a warranty, signed by an authorized representative of the company. The warranty must validate any repair or replacement of defective materials and workmanship up to one (1) year at no additional cost to the FBOP. Warranty period shall commence upon notification of final acceptance.

G. UTILITIES

The FBOP will provide water, use of restrooms and minimal electricity service (120V) for small hand power tools including battery chargers. The contractor will provide all other equipment, supplies and materials needed to complete this project.

H. HOUSEKEEPING AND MATERIAL DISPOSAL

The contractor awarded the contract will be responsible to ensure the premises are always kept clean and free from accumulations of waste materials and rubbish. The contractor will remove all debris, scrap, and rubbish from the work area daily. Surplus materials and all equipment shall be promptly removed from the site upon completion of the work. The Contractor shall be responsible to remove all debris and waste materials from the job site at FMC Carswell upon conclusion and acceptance of the project. These items must be disposed of in accordance with all Federal, State, and local laws.

II. CONTRACTOR SECURITY/WORKING REGULATIONS

A. Work Hours:

15B50524Q00000012 Page 6 of 34

Work Hours for the contractor are 7:00 AM – 3:30 PM, Monday - Friday, excluding weekends and federal holidays. Any work required to be completed at any other time than noted above must be requested in writing to the COR five (5) working days prior to the start of the work. In the event of any equipment being replaced that would result in downtime of the normal orderly running of the institution, alternate work hours may be authorized in accordance with the time frame stated above. One BOP escort at a minimum will be present on-site daily throughout the duration of the project.

Access to the site will be available during normal working hours except during emergencies. It shall be the responsibility of the Contractor to familiarize himself, his employees, and his subcontractors of the working hours and conditions in the correctional facility, as working hours may not constitute a full eight-hour workday.

The Government assumes no responsibility to the Contractor nor to any of his subcontractors for shorter hours due to institutional emergencies or entry and/or exit of workers necessitated by normal institution routines.

Contractors should plan for a minimal amount of time accrued for security considerations, i.e., check-in screening, delay due to inmate movements, institution lock-down, institution emergencies, etc. In the event of an institution emergency, the Contractor will be instructed to secure all work, secure and stow all tools, equipment and materials, and the Contractor will be escorted out of the institution. Work will resume once the institution emergency passes.

B. Delivery of Materials:

Any construction related deliveries which are directly shipped to the contractor can be received between the hours of 7:30 a.m. to 2:00 p.m., Monday through Friday, excluding Federal Holidays. At no point will a Bureau of Prisons (BOP) staff member receive or sign for a delivery if the contractor or his representative is not present to verify and accept the delivery.

Under no circumstances will FMC Carswell or its staff be responsible for the acceptance of any Contractor or company deliveries. The contractor shall be responsible for providing their own means of loading and unloading contractor material or equipment.

The contractor shall not use the institution entry/driveway for the loading, unloading, or storage of any materials and equipment. The contractor will not impede/block the driveway at any time during or after the work shift.

C. Storage of Materials and Equipment:

All construction materials/tools shall be stored in a designated area mutually agreed upon between the COR and the contractor. The storage area if required will be a secure lockable gang box or similar, size to be determined by the contractor and the FBOP. If required, the contractor shall provide a securable, single point access storage container, such as a Job or Gang Box that will be left in the agreed upon storage area for the duration of the project. Size of the storage container will be determined by the contractor and the FBOP. The container will be secured using a padlock protocol with two locks to secure it. One shall be a contractor lock and the other lock provided by the institution. If necessary, a heavy-duty chain provided by the contractor may be used to facilitate the locking requirement. All materials and equipment stored within the container will be maintained in a safe an orderly fashion.

All tools will be inventoried prior to entering the institution and will be inventoried back in to ensure accurate accountability when exiting the institution at the end of each workday.

Materials cannot be stored at a height that would create a fall hazard. All tools will be inventoried prior to entering the Institution. At the start of each workday all tools will be inventoried out on a daily tool inventory sheet and at the end of the workday all tools will be inventoried back in to ensure accurate accountability of all tools at the end of each workday.

15B50524Q00000012 Page 7 of 34

All contractor owned extension cords that will be used during the project, regardless of length, shall be in good condition with no broken outer Insulation. Extension cords are considered a “high risk” tool having a Federal Bureau of Prisons’ tool classification of Double A. All contractor owned extension cords used for this project will be required to exit the institution at the end of every workday for the duration of the project.

All contractor owned ladders approved for use within the institution, regardless of the size, shall be stored in a pre-determined area and secured to a stationary fixture with a heavy link chain and lock which would prevent removal.

D. Security Clearance/Contractor Badges:

Security clearance documents will only be accepted from the prime contractor. If submitted by a sub-contractor, they will be rejected. It is the prime contractor’s responsibility to review security clearance submissions to ensure they are complete.

The contractor shall abide by FBOP security requirements. Contracted personnel shall undergo and satisfactorily pass a National Crime Information Center (NCIC) background check.

In the event a contractor or subcontractor employee cannot pass the security clearance process, it will be the contractor’s responsibility to provide another candidate. By law the BOP cannot, and will not, release any information to the contractor concerning the nature of why a contractors or subcontractor employee was not able to pass the security clearance process.

All contractors/subcontractors working at FMC Carswell will be issued and required to wear a picture ID/ contractor badge provided by the institution. For security reasons, the badge will be worn in a visible manner as directed by the FBOP.

All contractors and subcontractor employees will provide a check list of all employees on site each day, verifying the number of workers on site each day and that all workers are approved to be on site.

All vehicle and pedestrian traffic are subject to search on FMC grounds. Items that are prohibited and not allowed are referred to as “contraband”. Contraband items are listed under United States Title 18; this article will be made available to workers upon check-in and check-out of the FMC.

E. Safety and Personal Protective Equipment:

All contractors and employees shall have and wear the required personal protective equipment (PPE) prescribed by industry standards at all times while on the job site. It is the responsibility of the contractor to provide all PPE equipment. All ladders regardless of the size shall be stored and secured to a stationary fixture with a chain and lock in a predetermined area, in a way that they cannot be removed. If ladders are required, immediately consult with the FBOP to ensure that he or she can make timely notification to appropriate institution staff. All extension cords regardless of length shall be in good condition with no broken outer insulation and will be secured in a locked construction gang box. Should a system require Lock-out/ Tag-out, the system will be required to have both Contractor and FMC Carswell locks on the isolation point to prevent shock. All Lock-out/Tag-out procedures will be in compliance with the institution Lock-out program.

F. Additional Considerations:

1. Contractors will NOT be allowed to bring cell phones, cameras or two-way pagers into FMC Carswell. The Facilities Department maintains a digital camera that will be utilized by BOP staff to document the project work.

The Contractor may request copies of these documentation photos for record keeping.

2. Contractor will be permitted to wear jeans in the institution, however, shorts, green or khaki-color clothing will not be allowed. The clothes will be proper and suitable for the services that are being provided.

15B50524Q00000012 Page 8 of 34

3. Lunches will be consumed at the work site. Contractor shall ensure they have everything they need for their lunch when they check-in first thing in the morning.

4. Federal smoking policy on Federal property states that smoking is only allowed in outdoor designated areas. This policy will be strictly enforced.

15B50524Q00000012 Page 9 of 34

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

15B50524Q00000012 Page 10 of 34 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.

15B50524Q00000012 Page 11 of 34

(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

15B50524Q00000012 Page 12 of 34 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 Full Text

DOJ-02 Contractor Privacy Requirements (JAN 2022)

A. Limiting Access to Privacy Act and Other Sensitive Information

(1) Privacy Act Information

In accordance with FAR 52.224-1 Privacy Act Notification (APR 1984) and FAR 52.224-2 Privacy Act (APR 1984), if this contract requires Contractor personnel to have access to information protected by the Privacy Act of 1974, the contractor is advised that the relevant DOJ system of records notices (SORNs) applicable to this Privacy Act information may be found at https://www.justice.gov/opcl/doj-systems-records.[1] Applicable SORNs published by other agencies may be accessed through those agencies’ websites or by searching the Federal Digital System (FDsys) available at http://www.gpo.gov/fdsys/. SORNs may be updated at any time.

(2) Prohibition on Performing Work Outside a Government Facility/Network/Equipment

Except where use of Contractor networks, IT, other equipment, or Workplace as a Service (WaaS) is specifically authorized within this contract, the Contractor shall perform all tasks on authorized Government networks, using

15B50524Q00000012 Page 13 of 34

Government-furnished IT and other equipment and/or WaaS and Government information shall remain within the confines of authorized Government networks at all times. Any handling of Government information on Contractor networks or IT must be approved by the Senior Component Official for Privacy of the component entering into this contract. Except where remote work is specifically authorized within this contract, the Contractor shall perform all tasks described in this document at authorized Government facilities; the Contractor is prohibited from performing these tasks at or removing Government-furnished information to any other facility; and Government information shall remain within the confines of authorized Government facilities at all times. Contractors may only access classified materials on government furnished equipment in authorized government owned facilities regardless of remote work authorizations.

(3) Prior Approval Required to Hire Subcontractors

The Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (Subcontractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under or relating to this contract. The Contractor (and any Subcontractor) is required to abide by Government and Agency guidance for protecting sensitive and proprietary information.

(4) Separation Checklist for Contractor Employees

The Contractor shall complete and submit an appropriate separation checklist to the Contracting Officer before any employee or Subcontractor employee terminates working on the contract. The Contractor must submit the separation checklist on or before the last day of employment or work on the contract. The separation checklist must verify: (1) return of any Government-furnished equipment; (2) return or proper disposition of personally identifiable information (PII)[2], in paper or electronic form, in the custody of the employee or Subcontractor employee including the sanitization of data on any computer systems or media as appropriate; and (3) termination of any technological access to the Contractor’s facilities or systems that would permit the terminated employee’s access to PII or other sensitive information.

In the event of adverse job actions resulting in the dismissal of a Contractor or Subcontractor employee before the separation checklist can be completed, the Prime Contractor must notify the Contracting Officer within 24 hours and confirm receipt of the notification. In the case the Contractor is unable to notify the Contracting Officer, then the Contractor should notify the Contract Officer’s Representative (COR).

Contractors must complete the separation checklist with the Contracting Officer or COR by returning all Government-furnished property including, but not limited to, computer equipment, media, credentials and passports, smart cards, mobile devices, Personal Identity Verification (PIV) cards, calling cards, and keys and terminating access to all user accounts and systems. Unless the Contracting Officer requests otherwise, the relevant Program Manager or other Key Personnel designated by the Contracting Officer or COR may facilitate the return of equipment.

B. Privacy Training, Safeguarding, and Remediation

(1) Required Security and Privacy Training for Contractors

The Contractor must ensure that all employees take appropriate privacy training, including Subcontractors who have access to PII as well as the creation, use, dissemination and/or destruction of PII at the outset of the employee’s work on the contract and every year thereafter. Training must include procedures on how to properly handle PII, including heightened security requirements for the transporting or transmission of sensitive PII, and reporting requirements for a suspected breach or loss of PII. These courses, along with more information about DOJ security and training requirements for Contractors, are available at https://www.justice.gov/jmd/learndoj.

The Federal Information Security Modernization Act of 2014 (FISMA) requires all individuals accessing DOJ information to complete training on records management, cybersecurity awareness, and information system privacy awareness. Contractor employees are required to sign the “Privacy Rules of Behavior,” acknowledging and agreeing to abide by privacy law, policy, and certain privacy safeguards, prior to accessing DOJ information. These Rules of Behavior are made available to all new users of DOJ’s computer network and to trainees at the conclusion of DOJ-OPCL-CS-0005.

The Contractor should maintain copies of certificates as a record of compliance and must submit an email notification annually to the COR verifying that all employees working under this contract have completed the required privacy and cybersecurity training.

15B50524Q00000012 Page 14 of 34

(2) Safeguarding PII Requirements

Contractor employees must comply with DOJ Order 0904 and other guidance published to the publicly-available Office of Privacy and Civil Liberties (OPCL) Resources page[3] relating to the safeguarding of PII, including the use of additional controls to safeguard sensitive PII (e.g., the encryption of sensitive PII). This requirement flows down from the Prime Contractor to all Subcontractors and lower tiered subcontracts.

(3) Non-Disclosure Agreement Requirement

Prior to commencing work, all Contractor personnel that may have access to PII or other sensitive information shall be required to sign a Non-Disclosure Agreement (NDA) and the DOJ IT Rules of Behavior. The Non-Disclosure Agreement:

(a) prohibits the Contractor from retaining or divulging any PII or other sensitive information, or derivatives therefrom, furnished by the Government or to which they may otherwise come in contact as a result of their performance of work under the contract/task order that is otherwise not publicly available, whether or not such information has been reduced to writing; and

(b) requires the Contractor to report any loss of control, compromise, unauthorized disclosure, or unauthorized acquisition of PII or other sensitive information to the component-level or headquarters Security Operations Center within one (1) hour of discovery.

The Contractor should maintain signed copies of the NDA for all employees as a record of compliance. The Contractor should also provide copies of each employee’s signed NDA to the Contracting Officer before the employee may commence work under the contract/task order.

(4) Prohibition on Use of PII in Vendor Billing and Administrative Records

The Contractor’s invoicing, billing, and other financial or administrative records or databases is not authorized to regularly store or include any sensitive PII or other confidential government information that is created, obtained, or provided during the performance of the contract without the written permission of the Senior Component Official for Privacy (SCOP). It is acceptable to list the names, titles and contact information for the Contracting Officer, COR, or other personnel associated with the administration of the contract in the invoices as needed.

(5) Reporting Actual or Suspected Data Breach

Contractors must report any actual or suspected breach of PII within one hour of discovery.[4] A “breach” is an incident or occurrence that involves the loss of control, compromise, unauthorized disclosure, unauthorized acquisition, or any similar occurrence where: (1) a person other than an authorized user accesses or potentially accesses PII or (2) an authorized user accesses or potentially accesses PII for an other than authorized purpose.

The report of a breach must be made to DOJ. The Contractor must cooperate with DOJ’s inquiry into the incident and efforts to minimize risks to DOJ or individuals, including remediating any harm to potential victims.

(a) The Contractor must develop and maintain an internal process by which its employees and Subcontractors are trained to identify and report the breach, consistent with DOJ Instruction 0900.00.01[5], Reporting and Response Procedures for a Breach of Personally Identifiable Information.

(b) The Contractor must report any such breach by its employees or Subcontractors to the DOJ Security Operations Center (dojcert@usdoj.gov, 202-357-7000); Component-level Security Operations Center and Component-level Management Team, where appropriate; the COR; and the Contracting Officer within one (1) hour of the initial discovery.

(c) The Contractor must provide a written report to the DOJ Security Operations Center (dojcert@usdoj.gov, 202-357-7000) within 24 hours of discovery of the breach by its employees or Subcontractors. The report must contain the following information:

(i) Narrative or detailed description of the events surrounding the suspected loss or compromise of information.[6] Date, time, and location of the incident.

15B50524Q00000012 Page 15 of 34

(ii) Amount, type, and sensitivity of information that may have been lost or compromised, accessed without authorization, etc.

(iii) Contractor’s assessment of the likelihood that the information was compromised or lost and the reasons behind the assessment.[7]

(iv) Names and classification of person(s) involved, including victim, Contractor employee/Subcontractor and any witnesses.

(v) Cause of the incident and whether the company’s security plan was followed and, if not, which specific provisions were not followed.[8]

(vi) Actions that have been or will be taken to minimize damage and/or mitigate further compromise.

(vii) Recommendations to prevent similar situations in the future, including whether the security plan needs to be modified in any way and whether additional training may be required.

(d) The Contractor shall provide full access…