II_01 2032H5-24-R-00047 RFP Adobe.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF 155

2. CONTRACT NO. 3. AWARD/EFFECTIVE 4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

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

OFFER

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

BELOW IS CHECKED

RFP IFB RFQ

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

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

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

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

5000182970

DATE

2032H5-23-R-00047

DATE

July 30, 2024

Nefertiti Winter

2050 100%

513210

150Employees

See Attached Delivery Schedule

25. ACCOUNTING AND APPROPRIATION DATA

Office of Procurement Operations-Enterprise Systems Branch 11309 Old Hwy 49 Gulfport, MS 39503-2642 Attn: Tanya Burnett Tel: +1 228-213-5043 Email: tanya.r.burnett@irs.gov

Invoices must be submitted via the Invoice Processing Platform at www.ipp.gov

Office of Procurement Operations-Enterprise Systems Branch 11309 Old Hwy 49 Gulfport, MS 39503-2642 Attn: Tanya Burnett Tel: +1 228-213-5043 Email:tanya.r.burnett@irs.gov

240-613-9663

The purpose of this RFP is to purchase Brand Named, Adobe Licenses & Products.

See Attached Schedule(s)

X

29. AWARD OF CONTRACT: REF.

Nefertiti Winter

August 14, 2024

Introduction

The Internal Revenue Service (IRS) anticipates awarding a firm fixed priced Contract for brand name Adobe Licenses and Products.

Expected delivery date is September 30, 2024.

EVALUATION CRITERIA:

This requirement is a total small business set-aside Contract. The applicable North American Industry Classification System (NAICS) code for this acquisition is 513210 “Software Publishers”. Award will be for One 12-month Base Period with Two 12-month Option Periods.

The associated NAICS code is 511210, “Software Publishers”.

Responses will be evaluated on a Lowest Priced Technically Acceptable (LPTA) basis.

After receipt of quotes, the Government will first evaluate the lowest price quote. If the lowest price quote is determined to be technically acceptable and otherwise properly awardable, no further evaluations will be conducted, and award will be made. If, however, the lowest price quote is determined to be technically unacceptable and/or otherwise not properly awardable, further evaluations will be conducted until a Lowest Price/Technically Acceptable offer is found.

A. A quotation shall be deemed acceptable if it meets all the requirements outlined in the solicitation.

B. Provides pricing for the required items as described in the Pricing Section.

C. Vendor must provide authentic Adobe.

D. Vendor must provide proof that it is an Authorized Reseller/Partner for Adobe.

Table of Contents

Section I - Overview

Section II - Performance Work Statement (PWS)

Section III - General and Administrative Information

Section IV - Clauses

Section V - Provisions

Section VI - Instructions to Quoters

Section VII - Evaluation Criteria

Attachments

Attachment 1 – Adobe Price Schedule Template

Attachment 2 – Adobe Past Performance Template

Attachment 3 – Adobe Questions & Answers Template

Section I - Overview

The Treasury, Office of the Chief Information Officer (OCIO), Associate CIO for Infrastructure Operations (ACIO-IO), provides leadership to Departmental Offices (DO) and all its Bureaus in all areas of information and technology management. The ACIO- IO holds amongst its broad mission responsibilities that of offering engineering implementation, operations, administration, and maintenance services for a highly reliable IT infrastructure. The Government has a need for continued support for its customers including, Special Inspector General Troubled Asset Relief Program (SigTARP), Office of Financial Stability (OFS), Bureau of Engraving and Printing (BEP), Financial Crimes Enforcement Network (FinCEN), Office of Financial Research (OFR), Office of Intelligence and Analysis (OIA), Printing and Graphics (P&G), Federal Financial Bank (FFB), Office of Foreign Asset Control (OFAC), Special Inspector General for Pandemic Recovery (SIGPR), Treasury Secure Data Network (TSDN), Human Resources and Chief Human Capital Officer (HR&CHCO).

The Treasury is seeking an experienced and reliable reseller of Adobe licenses and products, focused on providing high quality service, with fast response and resolution time. The Government expects the selected partner(s) to provide aggressive volume-based discounts and to develop a mechanism for protecting or reducing prices throughout the designated contract term.

The Treasury anticipates awarding a single Firm Fixed Price (FFP) contract. The vendor shall provide one (1) base year with two (2) option years of Adobe products and services; to include software licenses, product maintenance, product upgrades, corresponding support under both perpetual and subscription licensing models, and (under certain circumstances) Adobe training and/or professional consulting services contingent upon a direct affiliation to the implementation and/or use of Adobe products per the attached Performance Work Statement (PWS).

This requirement will be set-aside for small business to only authorized resellers and will be issued unrestricted. The North American Industry Classification Code System (NAICS) code is 513210, Software Publishers and the small business size standard is $47 million or 150 employees under the NAICS exception. The Product Service Code (PSC) is 7E20, IT and Telecom - It Management Tools/Products (Hardware and Perpetual License Software) and Business Application off-the-shelf software delivered by perpetual license, which also encompasses enterprise level software enabling mission capability and business operational support. The associated NAICS code is 511210, “Software Publishers".

Section II – Performance Work Statement

The Department of Treasury Treasury Shared Services Security Operations Center (TSSSOC) Subscription Services

• Background:

The Treasury, Office of the Chief Information Officer (OCIO), Associate CIO for Infrastructure Operations (ACIO-IO), provides leadership to Departmental Offices (DO) and all its Bureaus in all areas of information and technology management. The ACIO-IO holds amongst its broad mission responsibilities that of offering engineering implementation, operations, administration, and maintenance services for a highly reliable IT infrastructure. The Government has a need for continued support for its customers including, Special Inspector General Troubled Asset Relief Program (SigTARP), Office of Financial Stability (OFS), Bureau of Engraving and Printing (BEP), Financial Crimes Enforcement Network (FinCEN), Office of Financial Research (OFR), Office of Intelligence and Analysis (OIA), Printing and Graphics (P&G), Federal Financial Bank (FFB), Office of Foreign Asset Control (OFAC), Special Inspector General for Pandemic Recovery (SIGPR), Treasury Secure Data Network (TSDN), Human Resources and Chief Human Capital Officer (HR&CHCO).

The Treasury is seeking an experienced and reliable reseller of Adobe licenses and products, focused on providing high quality service, with fast response and resolution time.

The Government expects the selected partner(s) to provide aggressive volume-based discounts and to develop a mechanism for protecting or reducing prices throughout the designated contract term.

• Introduction:

The following Treasury offices (DO, SigTARP, OFS, BEP, FinCEN, OFR, OIA, P&G, FFB, OFAC, SIGPR, TSDN & HR&CHCO) in pursuant to the “Treasury Adobe Strategic Sourcing Initiative (TASSI)” will be acquiring Adobe products.

• Objective:

The purpose of this Task Order is to procure Adobe products and services; to include software licenses, product maintenance, product upgrades, corresponding support under both perpetual and subscription licensing models, and (under certain circumstances) Adobe training and/or professional consulting services contingent upon a direct affiliation to the implementation and/or use of Adobe products.

• Scope:

The scope of this PWS/requirement includes the following:

• All Adobe products; Licenses, Maintenance, Support, Upgrades (perpetual and subscription licensing models)

• Access to all existing and new or enhanced Adobe products released during the period of performance.

• Access to Adobe training and/or professional consulting services contingent upon a direct affiliation to the implementation and/or use of Adobe products

• Support advanced notices and automatic notifications.

• Provide access to online purchase history reports.

• Provide printable customer statements.

• Provide access to a list of serial numbers through the Adobe web-based licensing tool.

• The contractor shall be an Authorized Government reseller, in addition to being an authorized Adobe Partner Connection reseller at the Certified level or above.

• Product:

In order to ensure proper functionality and compliance with existing Treasury Systems, DO is requesting licenses, maintenance, and support on all Adobe products acquired.

• DO would like to ensure our organization pays current/existing prices for future software license upgrades.

• DO would like to ensure that existing discounts are maintained for future software license upgrades.

• DO would like the option to purchase the right to all future eligible license upgrades during an “Upgrade Plan coverage period”—at a single cost per licensed product.

• DO also would like to standardize software versions across the organization.

• Treasury requires the flexibility to determine which licenses to upgrade and to select via an “Upgrade Plan” for as few or as many licenses as Treasury chooses.

• Treasury requires advanced notices and automatic notifications for expiring licenses and new versions.

• The vendor will also provide access to online purchase history report, printable customer statements, and a list of serial numbers through a web-based licensing tool.

Required Product Table:

Table 1 – Base Period: September 30, 2024 through September 29, 2025

CLIN Manufacture / Product Description Qty 0001 Adobe TechnicalSuite Enterprise Term 3 0002 Adobe Acrobat DC Professional Term 7,497 0003 Adobe Captivate Enterprise Term 18 0004 Adobe Document Services AEM Term License 8 0005 Adobe FrameMaker Enterprise Term 8 0006 Adobe RoboHelp Office Enterprise Term 8 0007 Adobe Creative Cloud Desktop App 301 0008 Adobe Creative Cloud Desktop App - InDesign Only 12

0009 Adobe Creative Cloud Desktop App - PhotoShop Only 7 0010 Adobe Creative Cloud Desktop App - InCopy Only 8 0011 Adobe Stock Enterprise SW 50,000

Adobe Systems, Inc Adobe Dreamweaver Enterprise Term 6

0013 Adobe Animate Enterprise Term 0 0014 Adobe Illustrator Enterprise Term 0

Adobe Systems, Inc Adobe Audition Enterprise Term License 1

210T-ACRO-P - Adobe Acrobat Pro Enterprise Term License 950 ct.

0017 210T-CCE - Adobe Illustrator 4 ct.

0018 210T-CCE - Photoshop Adobe Inc 14 ct 0019 Adobe Captivate Enterprise TBD

Table 2 – Option Period 1: September 30, 2025 through September 29, 2026 CLIN Manufacture / Product Description Qty 1001 Adobe TechnicalSuite Enterprise Term 3 1002 Adobe Acrobat DC Professional Term 7,497 1003 Adobe Captivate Enterprise Term 18 1004 Adobe Document Services AEM Term License 8 1005 Adobe FrameMaker Enterprise Term 8 1006 Adobe RoboHelp Office Enterprise Term 8 1007 Adobe Creative Cloud Desktop App 301 1008 Adobe Creative Cloud Desktop App - InDesign Only 12 1009 Adobe Creative Cloud Desktop App - PhotoShop Only 7 1010 Adobe Creative Cloud Desktop App - InCopy Only 8 1011 Adobe Stock Enterprise SW 50,000 1012 Adobe Systems, Inc Adobe Dreamweaver Enterprise

Term

1013 Adobe Animate Enterprise Term 0 1014 Adobe Illustrator Enterprise Term 0 1015 Adobe Systems, Inc Adobe Audition Enterprise Term

License

1016 210T-ACRO-P - Adobe Acrobat Pro Enterprise Term License

950 ct.

1017 210T-CCE - Adobe Illustrator 4 ct.

1018 210T-CCE - Photoshop Adobe Inc 14 ct 1019 Adobe Captivate Enterprise TBD

Table 3 – Option Period 2: September 30, 2026 through September 29, 2027 CLIN Manufacture / Product Description Qty 2001 Adobe TechnicalSuite Enterprise Term 3 2002 Adobe Acrobat DC Professional Term 7,497 2003 Adobe Captivate Enterprise Term 18 2004 Adobe Document Services AEM Term License 8 2005 Adobe FrameMaker Enterprise Term 8 2006 Adobe RoboHelp Office Enterprise Term 8 2007 Adobe Creative Cloud Desktop App 301 2008 Adobe Creative Cloud Desktop App - InDesign Only 12 2009 Adobe Creative Cloud Desktop App - PhotoShop Only 7 2010 Adobe Creative Cloud Desktop App - InCopy Only 8 2011 Adobe Stock Enterprise SW 50,000 2012 Adobe Systems, Inc Adobe Dreamweaver Enterprise

Term

2013 Adobe Animate Enterprise Term 0 2014 Adobe Illustrator Enterprise Term 0 2015 Adobe Systems, Inc Adobe Audition Enterprise Term

License

2016 210T-ACRO-P - Adobe Acrobat Pro Enterprise Term License

950 ct.

2017 210T-CCE - Adobe Illustrator 4 ct.

2018 210T-CCE - Photoshop Adobe Inc 14 ct 2019 Adobe Captivate Enterprise TBD

• Period of Performance:

The period of performance for this contract will be for a 12-month base period and two 12-month option periods, as follows:

Base: September 30, 2024 – September 29, 2025 OPY1: September 30, 2025 – September 29, 2026 OPY2: September 30, 2026 – September 29, 2027

CLINs Required Delivery Date 0001 through 0019 September 30, 2024 1001 through 0019 September 30, 2025 2001 through 0019 September 30, 2026

• Contract Type This is a firm fixed price delivery order with a period of performance for one base period and one option periods. The periods of performance shall begin from the award date and follow consecutively until ultimate completion.

• Optional Surge Capability:

The Government reserves the unilateral right to exercise Optional Surge Capability to support unforeseen, ad hoc requirements or unplanned increases in workload that may arise under the scope of this PWS. Optional surge capability support will be invoked at the Government’s discretion through a written Task Order modification issued by the Contracting Officer. For pricing purposes, the Not-To-Exceed (NTE) ceiling amount established for this Optional Surge capability in each year of performance is shown in the pricing table.

• Technical Support:

The vendor shall provide the Department with upgrades for all products upon request in a timely fashion to ensure current products can be upgraded effectively.

The vendor shall provide at no additional cost, with a valid subscription access to the latest available product release.

• Adobe Training and Professional Services:

The vendor shall provide Adobe training and/or professional consulting services.

• Inspection and Acceptance:

The Delivery POC is responsible for inspection and acceptance of all items, incoming shipments, documents, and services.

• Acceptance Criteria:

Certification by the Government of satisfactory goods or services provided is contingent upon the vendor performing in accordance with the terms and conditions of the referenced agreement, this order, and all amendments.

• Invoice Review:

The Delivery POC may reject or require correction of any deficiencies found in the invoice or receiving report. In the event of a rejected invoice or receiving report, the Contractor must be notified in writing by the Delivery POC of the specific reasons for rejection.

• DELIVERABLES

• The vendor shall provide Treasury up to ten (10) business days to complete the review and approval of all deliverables once Treasury receives the deliverable. If Treasury rejects a deliverable, the vendor shall provide feedback within five (5) business days. The IT Specialist SME will document all technical deficiencies and outline the actions or information from a report that requires a change in response to a rejected report within five (5) business days. The IT Specialist SME will then provide the feedback to the COR(s) who will elevate to the vendor for response.

• During the period of performance of this task order, the vendor shall provide upon request the following deliverables:

o Advanced notices and automatic notifications of new products, new product versions, license expirations, etc.

o Access to online purchase history reports o Printable customer statements

• User Access:

• The vendor shall provide user IDs, passwords, documentation and other information required by to use the contractor’s online and internet-based maintenance support system. The vendor shall also make software and documentation available for download electronically via the internet.

• Product/Features List:

• The vendor shall provide a list of all Adobe Corp. software products to include the name, description, specifications, and features. The list is due by the orientation meeting and within three (3) business days after being revised, updated or corrected.

• Delivery Address:

Delivery shall be to the following address, a minimum of 24hrs notice is required prior to delivery:

The COR will be responsible for receipt of product and invoice approval.

• The items are to be delivered to 1500 Pennsylvania Avenue NW Washington DC 20220;

using the following address below:

RDS, Whittington, Katrina Joint Base Anacostia-Bolling (JBAB) Building 410, Door 123, PO# 250 Murray Lane SW Washington, DC 20222

Additional information:

Whittington, Katrina

(202) 577-4362 (cell) katrina.whittington@treasury.gov

• Shipping:

The vendor shall make use of commercial best practices in the packing and shipment of packages, unless otherwise stated in this order.

• Other Special Considerations:

This procurement is required to have an item column placed into the (IGCE); this will match the same item # as the Purchase Request (PR) # on the Purchase Order (PO). This action is critical in controlling the status and simplifying the effort to account for our items, for various reasons. This effort has proven to be a great asset to all stakeholders.

Special Instructions to Vendors & Shippers see example below for shipping requirement when preparing shipment cargo.

Example:

RDS, Whittington, Katrina Joint Base Anacostia-Bolling (JBAB) Building 410, Door 123, PO# 250 Murray Lane SW Washington, DC 20222

Section III – General & Administrative Information

1. Contracting Officer (CO) and Contract Specialist (CS)

(a) The CO is the only person authorized to approve changes to or modify any of the requirements under this RFP.

Contracting Officer (CO) is:

Name:

Email:

Nefertiti D. Winters nefertiti.d.winters@irs.gov

Contract Specialist: (CS) is:

Name:

Email: Tanya R. Burnett tanya.r.burnett@irs.gov

(b) The Contractor shall submit requests for modification of this RFP and other administrative requests to the CO.

(c) Contractual problems of any nature should be handled as soon as possible, and according to applicable public laws and regulations (e.g., Federal Acquisition Regulation).

The problem resolution escalation sequence is as follows: 1) the initial point of contact for problem resolution is the Contracting Officer’s Representative (COR) authorized to oversee services, 2) then the Contracting Officer that awarded the Order.

(d) Requests for information on matters related to this contract, such as explanation of terms and contract interpretation, shall be submitted to the CO. The CO is the only official authorized to terminate for cause, to issue notices of termination for cause, and to issue cure notices and show cause notices for the order.

2. Contracting Officer Representative (COR)

Contracting Officer Representative (COR): Katrina Whittington

Alternate Contracting Officer’s Representative: Diago Stinson

The COR has responsibility for receipt and acceptance of the contract-level deliverables and reports and past performance reporting for the contract. The COR supports the CO mailto:nefertiti.d.winters@irs.gov mailto:tanya.r.burnett@irs.gov and PM in the general management of the program.

The CO may designate CORs for individual Orders that will be responsible for the day-to-day oversight of the Order. The COR will represent the CO in the administration of technical details within the scope of the order. The COR is also responsible for the final inspection and acceptance of all order deliverables and reports, and such other responsibilities as may be specified in the order. The COR is not otherwise authorized to make any representations or commitments of any kind on behalf of the CO or the Government. The COR does not have authority to alter the Contractor’s obligations or to change the order specifications, price, terms or conditions. If, as a result of technical discussions, it is desirable to modify order obligations or the specification, changes will be issued in writing and signed by the CO.

(A) The designated COR may provide written technical direction to the Contractor concerning the work performed under the contract. Technical direction is limited to direction that fills in details or otherwise completes the general description of the work set forth in the contract. Technical direction includes:

1) Directions to the Contractor that suggest pursuit of certain lines of inquiry, shift work emphasis, fill in details or otherwise serve to accomplish the contractual statement of work.

2) Guidelines to the Contractor, that help interpret technical portions of work descriptions.

(B) Technical direction must be within the general scope of work stated in the contract.

Technical direction may not be used to:

1) Assign additional work under the contract.

2) Direct a change as defined in the “CHANGES” clause of the contract.

3) Increase or decrease the contract price or estimated contract amount (including fee), as applicable, the direct labor hours, or time required for contract performance.

4) Change any of the terms, conditions or specifications of the contract.

5) Interfere with the Contractor’s rights to perform the terms and conditions of the contract.

(C) All technical direction has to be in writing (or via e-mail) by the applicable COR.

(D) If the Contractor believes any technical direction calls for effort outside the scope of the contract or is inconsistent with this requirement, the Contractor must notify the Contracting Officer in writing within five (5) working days after receipt of any such instruction. The Contractor must not proceed with the work affected by the technical direction unless and until the Contractor is notified by the Contracting Officer that the technical direction is within the scope of this contract. To notify the Contractor, the Contracting Officer will either issue an appropriate contract modification within a reasonable time or advise the Contractor in writing within 30 days that the instruction or direction is-

1) Rescinded in its entirety; or

2) Within the scope of the contract and does not constitute a change under the change’s clause of the contract, and that the Contractor should proceed promptly with its performance.

(E) Failure of the Contractor and Contracting Officer to agree that the instruction or direction is both within the scope of the contract and does not constitute a change under the changes clause, or a failure to agree upon the contract action to be taken with respect to the instruction or direction, is subject to the Disputes clause of this contract.

(F) Any action(s) taken by the Contractor in response to any direction given by any person other than the Contracting Officer or the applicable COR is at the Contractor’s risk.

(G) Nothing in the foregoing paragraph will excuse the Contractor from performing that portion of the contractual work statement which is not affected by the disputed technical direction security. In support of open communication, the Contractor shall initiate periodic meetings with the COR. The PM shall respond to email requests from the COR within 24 hours of receipt.

Section IV – Clauses

Clauses and Provisions Applicable to this Solicitation

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

(End of clause)

Clause Number Title Date 52.203-12 Limitation on Payments to Influence Certain Federal

Transactions

(JUN 2020)

52.204-13 System for Award Management Maintenance (Oct 2018) 52.204-18 Commercial and Government Entity Code

Maintenance (Aug 2020)

52.204-19 Predecessor of Offeror (Aug 2020) 52.212-4 Contract Terms and Conditions - Commercial

Products and Commercial Services (Dec 2022)

52.223-22 Public Disclosure of Greenhouse Gas Emissions and Reduction Goals - Representation

(Dec 2016)

52.224-1 Privacy Act Notification (Apr 1984) 52.224-2 Privacy Act (Apr 1984) 52.227-1 Authorization and Consent (Jun 2020) 52.227-2 Notice and Assistance Regarding Patent and

Copyright Infringement (Jun 2020)

52.232-23 Assignment of Claims (May 2014) 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013) 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors (Nov 2021)

The following clauses are incorporated by reference:

http://www.acquisition.gov/

The following clauses are incorporated by full text:

52.203-7 Anti-Kickback Procedures (Jun 2020)

(a) Definitions.

Kickback, as used in this clause, means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided to any prime Contractor, prime Contractor employee, subcontractor, or subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection with a prime contract or in connection with a subcontract relating to a prime contract.

Person, as used in this clause, means a corporation, partnership, business association of any kind, trust, joint- stock company, or individual.

Prime contract, as used in this clause, means a contract or contractual action entered into by the United States for the purpose of obtaining supplies, materials, equipment, or services of any kind.

Prime Contractor as used in this clause, means a person who has entered into a prime contract with the United States.

Prime Contractor employee, as used in this clause, means any officer, partner, employee, or agent of a prime Contractor.

Subcontract, as used in this clause, means a contract or contractual action entered into by a prime Contractor or subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under a prime contract.

Subcontractor, as used in this clause, (1) means any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, materials, equipment, or services of any kind under a prime contract or a subcontract entered into in connection with such prime contract, and

(2) includes any person who offers to furnish or furnishes general supplies to the prime Contractor or a higher tier subcontractor.

Subcontractor employee, as used in this clause, means any officer, partner, employee, or agent of a subcontractor.

(b) 41 U.S.C. chapter 87, Kickbacks, prohibits any person from-

(1) Providing or attempting to provide or offering to provide any kickback;

(2) Soliciting, accepting, or attempting to accept any kickback; or

(3) Including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Contractor to the United States or in the contract price charged by a subcontractor to a prime Contractor or higher tier subcontractor.

(c)

(1) The Contractor shall have in place and follow reasonable procedures designed to prevent and detect possible violations described in paragraph (b) of this clause in its own operations and direct business relationships.

(2) When the Contractor has reasonable grounds to believe that a violation described in paragraph (b) of this clause may have occurred, the Contractor shall promptly report in writing the possible violation. Such reports shall be made to the inspector general of the contracting agency, the head of the contracting agency if the agency does not have an inspector general, or the Attorney General.

(3) The Contractor shall cooperate fully with any Federal agency investigating a possible violation described in paragraph (b) of this clause.

(4) The Contracting Officer may (i) offset the amount of the kickback against any monies owed by the United States under the prime contract and/or (ii) direct that the Prime Contractor withhold from sums owed a subcontractor under the prime contract the amount of the kickback.

The Contracting Officer may order that monies withheld under subdivision (c)(4)(ii) of this clause be paid over to the Government unless the Government has already offset those monies under subdivision (c)(4)(i) of this clause.

In either case, the Prime Contractor shall notify the Contracting Officer when the monies are withheld.

(5) The Contractor agrees to incorporate the substance of this clause, including this paragraph (c)(5) but excepting paragraph (c)(1) of this clause, in all subcontracts under this contract that exceed the threshold specified in Federal Acquisition Regulation 3.502-2(i) on the date of subcontract award.

(End of Clause)

52.203-16 Preventing Personal Conflicts of Interest (JUN 2020)

(a) Definitions. As used in this clause -

Acquisition function closely associated with inherently governmental functions means supporting or providing advice or recommendations with regard to the following activities of a Federal agency:

(1) Planning acquisitions.

(2) Determining what supplies or services are to be acquired by the Government, including developing statements of work.

(3) Developing or approving any contractual documents, to include documents defining requirements, incentive plans, and evaluation criteria.

(4) Evaluating contract proposals.

(5) Awarding Government contracts.

(6) Administering contracts (including ordering changes or giving technical direction in contract performance or contract quantities, evaluating contractor performance, and accepting or rejecting contractor products or services).

(7) Terminating contracts.

(8) Determining whether contract costs are reasonable, allocable, and allowable.

Covered employee means an individual who performs an acquisition function closely associated with inherently governmental functions and is -

(1) An employee of the contractor; or

(2) A subcontractor that is a self-employed individual treated as a covered employee of the contractor because there is no employer to whom such an individual could submit the required disclosures.

Non-public information means any Government or third-party information that -

(1) Is exempt from disclosure under the Freedom of Information Act (5 U.S.C. 552) or otherwise protected from disclosure by statute, Executive order, or regulation; or

(2) Has not been disseminated to the general public and the Government has not yet determined whether the information can or will be made available to the public.

Personal conflict of interest means a situation in which a covered employee has a financial interest, personal activity, or relationship that could impair the employee's ability to act impartially and in the best interest of the Government when performing under the contract. (A de minimis interest that would not “impair the employee's ability to act impartially and in the best interest of the Government” is not covered under this definition.)

(1) Among the sources of personal conflicts of interest are -

(i) Financial interests of the covered employee, of close family members, or of other members of the covered employee's household;

(ii) Other employment or financial relationships (including seeking or negotiating for prospective employ mentor business); and

(iii) Gifts, including travel.

(2) For example, financial interests referred to in paragraph (1) of this definition may arise from -

(i) Compensation, including wages, salaries, commissions, professional fees, or fees for business referrals;

(ii) Consulting relationships (including commercial and professional consulting and service arrangements, scientific and technical advisory board memberships, or serving as an expert witness in litigation);

(iii) Services provided in exchange for honorariums or travel expense reimbursements;

(iv) Research funding or other forms of research support;

(v) Investment in the form of stock or bond ownership or partnership interest (excluding diversified mutual fund investments);

(vi) Real estate investments;

(vii) Patents, copyrights, and other intellectual property interests;

or

(viii) Business ownership and investment interests.

(b) Requirements. The Contractor shall -

(1) Have procedures in place to screen covered employees for potential personal conflicts of interest, by -

(i) Obtaining and maintaining from each covered employee, when the employee is initially assigned to the task under the contract, a disclosure of interests that might be affected by the task to which the employee has been assigned, as follows:

(A) Financial interests of the covered employee, of close family members, or of other members of the covered employee's household.

(B) Other employment or financial relationships of the covered employee (including seeking or negotiating for prospective employment or business).

(C) Gifts, including travel; and

(ii) Requiring each covered employee to update the disclosure statement whenever the employee's personal or financial circumstances change in such a way that a new personal conflict of interest might occur because of the task the covered employee is performing.

(2) For each covered employee -

(i) Prevent personal conflicts of interest, including not assigning or allowing a covered employee to perform anyt ask under the contract for which the Contractor has identified a personal conflict of interest for the employee that the Contractor or employee cannot satisfactorily prevent or mitigate in consultation with the contracting agency;

(ii) Prohibit use of non-public information accessed through performance of a Government contract for personal gain; and

(iii) Obtain a signed non-disclosure agreement to prohibit disclosure of non-public information accessed through performance of a Government contract.

(3) Inform covered employees of their obligation -

(i) To disclose and prevent personal conflicts of interest;

(ii) Not to use non-public information accessed through performance of a Government contract for personal gain; and

(iii) To avoid even the appearance of personal conflicts of interest;

(4) Maintain effective oversight to verify compliance with personal conflict-of-interest safeguards;

(5) Take appropriate disciplinary action in the case of covered employees who fail to comply with policies established pursuant to this clause; and

(6) Report to the Contracting Officer any personal conflict-of-interest violation by a covered employee as soon as it is identified. This report shall include a description of the violation and the proposed actions to be taken by the Contractor in response to the violation. Provide follow-up reports of corrective actions taken, as necessary. Personal conflict-of-interest violations include -

(i) Failure by a covered employee to disclose a personal conflict of interest;

(ii) Use by a covered employee of non-public information accessed through performance of a Government contract for personal gain; and

(iii) Failure of a covered employee to comply with the terms of a non-disclosure agreement.

(c) Mitigation or waiver.

(1) In exceptional circumstances, if the Contractor cannot satisfactorily prevent a personal conflict of interest as required by paragraph (b)(2)(i) of this clause, the Contractor may submit a request through the Contracting Officer to the Head of the Contracting Activity for -

(i) Agreement to a plan to mitigate the personal conflict of interest; or

(ii) A waiver of the requirement.

(2) The Contractor shall include in the request any proposed mitigation of the personal conflict of interest.

(3) The Contractor shall -

(i) Comply, and require compliance by the covered employee, with any conditions imposed by the Government as necessary to mitigate the personal conflict of interest; or

(ii) Remove the Contractor employee or subcontractor employee from performance of the contract or terminate the applicable subcontract.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts -

(1) That exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award; and

(2) In which subcontractor employees will perform acquisition functions closely associated with inherently governmental functions (i.e., instead of performance only by a self-employed individual).

(End of clause)

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders—Commercial Products and Commercial Services (Feb 2024)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115-91).

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

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

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services: [Contracting Officer check as appropriate.]

(1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

(2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C.

3509).

(3) 52.203-15, Whistleblower Protections under the American Recovery and

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Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

(4) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712);

this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

(5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(6) [Reserved]

(7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

(8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

(9) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-328).

(10) 52.204-28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) (Pub. L. 115-390, title II).

(11)(i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders—Prohibition.

(DEC 2023) (Pub. L. 115-390, title II).

(ii) Alternate I (DEC 2023) of 52.204-30.

(12) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

(13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

(14) [Reserved]

(15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

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(16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

(17) [Reserved]

(18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

(ii) Alternate I (MAR 2020) of 52.219-6.

(19)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

(ii) Alternate I (MAR 2020) of 52.219-7.

(20) 52.219-8, Utilization of Small Business Concerns (FEB 2024) (15 U.S.C. 637(d)(2) and (3)).

(21)(i) 52.219-9, Small Business Subcontracting Plan (SEP 2023) (15 U.S.C. 637(d)(4)).

(ii) Alternate I (NOV 2016) of 52.219-9.

(iii) Alternate II (NOV 2016) of 52.219-9.

(iv) Alternate III (JUN 2020) of 52.219-9.

(v) Alternate IV (SEP 2023) of 52.219-9.

(22)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

(ii) Alternate I (MAR 2020) of 52.219-13.

(23) 52.219-14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

(24) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C.

637(d)(4)(F)(i)).

(25) 52.219-27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program (FEB 2024) (15 U.S.C. 657f).

(26)(i) 52.219-28, Post-Award Small Business Program Rerepresentation (FEB 2024) (15

U.S.C. 632(a)(2)).

(ii) Alternate I (MAR 2020) of 52.219-28.

(27) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (OCT 2022) (15 U.S.C. 637(m)).

(28) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (OCT 2022) (15 U.S.C. 637(m)).

(29) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

(30) 52.219-33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

(31) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

(32) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (FEB 2024) (E.O. 13126).

(33) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

(34)(i) 52.222-26, Equal Opportunity (SEPT 2016) (E.O. 11246).

(ii) Alternate I (Feb 1999) of 52.222-26.

(35)(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

(ii) Alternate I (July 2014) of 52.222-35.

(36)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C.

793).

(ii) Alternate I (July 2014) of 52.222-36.

(37) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

(38) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act

(DEC 2010) (E.O. 13496).

(39)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78

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X and E.O. 13627).

(ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

(40) 52.222-54, Employment Eligibility Verification (MAY 2022). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

(41)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA- Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

(ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

(42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

(43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

(44)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (OCT 2015) of 52.223-13.

(45)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (Jun 2014) of 52.223-14.

(46) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C.

8259b).

(47)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

(ii) Alternate I (Jun 2014) of 52.223-16.

(48) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving

(JUN 2020) (E.O. 13513).

(49) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

(50) 52.223-21, Foams (JUN 2016) (E.O. 13693).

(51)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

(ii) Alternate I (JAN 2017) of 52.224-3.

(52)(i) 52.225-1, Buy American—Supplies (OCT 2022)) (41 U.S.C. chapter 83).

(ii) Alternate I (OCT 2022) of 52.225-1.

(53)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (NOV 2023) (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286, 108- 302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

(ii) Alternate I [Reserved].

(iii) Alternate II (DEC 2022) of 52.225-3.

(iv) Alternate III (FEB 2024) of 52.225-3.

(v) Alternate IV (OCT 2022) of 52.225-3.

(54) 52.225-5, Trade Agreements (NOV 2023) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

(55) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

(56) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

(57) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C.

5150).

(58) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C. 5150).

(59) 52.229-12, Tax on Certain Foreign Procurements (FEB 2021).

(60) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

(61) 52.232-30, Installment Payments for Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

(62) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management

(OCT 2018) (31 U.S.C. 3332).

(63) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (JUL 2013) (31 U.S.C. 3332).

(64) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

(65) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

(66) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C.

637(d)(13)).

(67)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631).

(ii) Alternate I (Apr 2003) of 52.247-64.

(iii) Alternate II (NOV 2021) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services: [Contracting Officer check as appropriate.]

(1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

(2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C.

206 and 41 U.S.C. chapter 67).

(3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price

Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C. 206 and 41 U.S.C.

chapter 67).

(4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

(5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts…