A28 15DDHQ25Q00000050 SAM.pdf

15DDHQ25Q00000050 Page 1 of 43

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

1. REQUISITION NUMBER PAGE 1 OF

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 AND 30. See Lines 43

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE

4. ORDER NUMBER 5. SOLICITATION NUMBER

DATE

15DDHQ25Q00000050

7. FOR SOLICITATION

a. NAME b. TELEPHONE NUMBER (No collect ca/ls)

INFORMATION CALL: AmekaAli ameka.ali(ti)dea.gov 571-776-2420

6. SOLICITATION ISSUE

DATE

04/22/2025

8. OFFER DUE DATE I

LOCAL TIME 04/29/2025

12:00 PT

9. ISSUED BY CODE I 15DDHQ 10. THE ACQUISITION IS □ UNRESTRICTED OR @ SET ASIDE:100.00 %FOR

DEA

0 NORTH AMERICAN SMALL BUSINESS

WOMEN-OWNED SMALL Attn: Office of Acquisition (FA)

BUSINESS (WOSB) INDUSTRY CLASSIFICATION

870 I Morrissette Drive □

HUBZONE SMALL STANDARD (NAICS):

BUSINESS

ECONOMICALLY DISADVANTAGED 541519 Springfield, VA 22152-1080

SERVICE-DISABLED

WOMEN-OWNED SMALL BUSINESS

VETERAN-OWNED

(EDWOSB) SIZE STANDARD:

SMALL BUSINESS □ 8(A) 30000000

(SDVOSB)

11. DELIVERY FOR FREE ON BOARD 12. DISCOUNT TERMS 13b. RATING (FOB) DESTINATION UNLESS 13a. THIS CONTRACT IS A

BLOCK IS MARKED □ RATED ORDER UNDER THE 14. METHOD OF SOLICITATION

NET30 DEFENSE PRIORITIES AND REQUEST

ALLOCATIONS SYSTEM - �

REQUEST □ INVITATION □ SEE SCHEDULE FOR QUOTE FOR BID

□ FOR

DPAS (15 CFR 700) (RFQ) (IFB) PROPOSAL

(RFP)

15. DELIVER TO CODE I 16. ADMINISTERED BY CODE I 15DDHQ

DEA Headquarters 600/700 Anny-Navy Dr, Lincoln Pl Arlington, VA 22202-4207

17a. CONTRACTOR/ GODEi I FACILITY I 18a. PAYMENT WILL BE MADE BY CODE ID-HO

OFFEROR CODE

DEA

Attn: Information Systems Division (TC) lnvoice.lnfoSys@dea.gov Springfield, VA 22152

TELEPHONE NUMBER

□17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

OFFER BELOW IS CHECKED □ SEE ADDENDUM

! 19. 20. 21. 22. 23. 24.

jTEM NUMBER SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Finn Fixed Price 32 EA $ $

1000052788 / XMedius Fax/SendSecure Prime Protect

PSC: 7C21

See Continuation Sheet(s)

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

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

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

� AND 52.212-5 ARE ATTACHED. ADDENDA

□ ARE � ARE NOT ATTACHED

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

□ 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 CONTRACT/NG 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

Ali,Ameka

I

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA- FAR (48 CFR) 53.212

15DDHQ25Q00000050 Page 2 of 43

19. 20. 21. 22. 23. 24.

ITEM NUMBER SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

□ RECEIVED □ INSPECTED □ ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ___________ _

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

REPRESENTATIVE REPRESENTATIVE

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

REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED 36. PAYMENT 37. CHECK NUMBER

CORRECT FOR

□coMPLETE □PARTIAL □FINAL

I PARTIAL I IFINAL

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 (YYIMM/DD)

42d. TOTAL CONTAINERS

STANDARD FORM 1449 {REV. 11/2021) BACK

Section

15DDHQ25Q00000050 Page 3 of 43

Table of Contents

Description Page Number

Solicitation/Contract Form Commodity or Services Schedule Contract Clauses

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

2020) 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance

Services or Equipment (Nov 2021) 52.204-27 Prohibition on a ByteDance Covered Application (Jun 2023)

52.252-6 Authorized Deviations in Clauses (Nov 2020) 2852.201-70 Contracting Officer's Representative (COR) (NOV 2020) 2852.223-70 Unsafe Conditions Due to the Presence of Hazardous Material (NOV 2020)

DEA-2852.209-70 ORGANIZATIONAL CONFLICTS OF INTEREST (SEP 2021)

DEA-2852.211-71 SCHEDULED AND UNSCHEDULED CLOSURES OF GOVERNMENT

OFFICES (NOV 2021)

DEA-2852.222-70 APPLICABLE WAGE DETERMINATION (SERVICE CONTRACT LABOR

STANDARDS) (APR 2021)

DEA-2852.231-70 TRAVEL REQUIREMENTS FOR CONTRACTORS (APR 2023)

DEA-2852.237-70 PREVENTING PERSONAL SERVICES CONTRACTS AND

PERFORMANCE OF INHERENTLY GOVERNMENT FUNCTIONS (JUN 2018)

DEA-2852.239-71 INFORMATION RESELLERS OR DATA BROKERS (MAY 2012)

DEA-2852.242-71 INVOICE REQUIREMENTS (DEC 2022)

DEA-2852.242-72 FINAL INVOICE AND RELEASE OF RESIDUAL FUNDS (MAY 2012)

DEA-2852.242-74 CONTRACT ADMINISTRATION POINTS OF CONTACT (MAY 2012)

DEA-2852.242-76 KEY PERSONNEL (JAN 2014)

DEA-2852.242-80 TELECOMMUTING AND REMOTE WORK ARRANGEMENTS FOR

CONTRACTOR EMPLOYEES (AUG 2023)

DEA-2852.242-81 DEA-2852.242-81 CONTRACTOR RECORDS MANAGEMENT

REQUIREMENTS (SEP 2020)

DEA-2852.242-82 DOJ REPORTING SYSTEM FOR REPORTABLE PERSONNEL

SECURITY RELATED ACTIVITIES (APR 2023)

DEA-2852.245-70 GOVERNMENT-FURNISHED RESOURCES (MAY 2012)

DEA-2852.247-70 GENERAL PACKAGING AND MARKING REQUIREMENTS (MAY

2012)

DOJ-01 Whistleblower Information Distribution (Oct 2021 ) DOJ-02 Contractor Privacy Requirements (JAN 2022) DOJ-05 Security of Department Information and Systems DOJ-05 (OCT 2023) DOJ-08 Continuing Contract Performance During a Pandemic Influenza or other National

Emergency (OCT 2007) List of Attachments

Solicitation Provisions 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance

Services or Equipment (Nov 2021 )

2852.203-70 General Non-Disclosure Agreement (AUG 2016) 2852.233-70 Protests Filed Directly with the Department of Justice (NOV 2020)

DOJ-06 National Security Risk Assessment (APR 2014)

15DDHQ25Q00000050 Page 4 of 43

Section 1 - Commodity or Services Schedule

ITEM NO.

ITEM NO.

ITEM NO.

ITEM NO.

ITEM NO.

ITEM NO.

ITEM NO.

ITEM NO.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

CONTINUATION SHEET

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE

Line Period of Performance: 05/01/2025 - 04/30/2026 $

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE

1000052793 / XM Fax SP Server Unlimited Users Maintenance 1 EA $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE

1000052797 / XM Fax SP SPAM Filtering and OCR Routing 1 EA $ Maintenance

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE

1000052786 / XM Fax SP Microsoft Exchange Maintenance 1 EA $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE

1000052799 / XM Fax SP Web-Enabled Fax Client Maintenance 1 EA $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE

1000052827 I XM Fax Xerox ConnectKey: Per Device (51-200)- 40 EA $ Maint.

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE

1000053326 / XMedius Fax/SendSecure Prime Protect 1 EA $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE

1000056351 / XMedius Fax/SendSecure Extended Support/ 1 EA $ Limited Extended Support-FYM

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE

AMOUNT

AMOUNT

AMOUNT

AMOUNT

AMOUNT

AMOUNT

AMOUNT

AMOUNT

AMOUNT

15DDHQ25Q00000050 Page 5 of 43

0009 1000056586 / XM Essentials - Package 1 1 EA $ $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0010 1000056593-DEA / XM Prepaid Consulting (4-Hour Blocks) for 1 EA $ $

DEA

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0011 1000052774 / XM Fax SP DR Server Unlimited Users 1 EA $ $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0012 1000052775 / XM Fax SP DR Server Unlimited Users 1 EA $ $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0013 1000052596 / XM Fax DR Microsoft Exchange 1 EA $ $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0014 1000052597 / XM Fax DR Microsoft Exchange 1 EA $ $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0015 1000052598 / XM Fax DR One FolP Channel 16 EA $ $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0016 1000052599 / XM Fax DR One FolP Channel Maintenance 16 MO $ $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0017 1000052776 / XM Fax SP DR WebServices 1 EA $ $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0018 1000052777 / XM Fax SP DR WebServices 1 EA $ $

15DDHQ25Q00000050 Page 6 of 43

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0019 1000053326 / XMedius Fax/SendSecure Prime Protect 1 EA $ $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0020 1000053326 / XMedius Fax/SendSecure Prime Protect 1 EA $ $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0021 1000056587 / XM Essentials - Package 2 1 EA $ $

PSC: 7C21

Line Period of Performance: 05/01/2025 - 04/30/2026

15DDHQ25Q00000050 Page 7 of 43

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 (0MB) 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

15DDHQ25Q00000050 Page 8 of 43 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.

15DDHQ25Q00000050 Page 9 of 43

(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

15DDHQ25Q00000050 Page 10 of 43 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

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Nov 2021)

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

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

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

Covered telecommunications equipment or services means--

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

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by

15DDHQ25Q00000050 Page 11 of 43

Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company

(or any subsidiary or affiliate of such entities);

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

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

Critical technology means--

( 1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in

Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration

Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled--

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

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

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

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

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

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018

(50 U.S.C. 4817).

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

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

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

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

(b) Prohibition.

(1) Section 889(a)(1 )(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.

15DDHQ25Q00000050 Page 12 of 43

(2) Section 889(a)(1 )(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract.

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

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

or

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

(d) Reporting requirement.

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

Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the

Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

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

(i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity

(CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

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

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

(End of clause)

52.204-27 Prohibition on a ByteDance Covered Application (Jun 2023)

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

Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance Limited.

Information technology, as defined in 40 U.S.C. 11101(6)--

(1) Means any equipment or interconnected system or subsystem of equipment, used in the automatic acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, 15DDHQ25Q00000050 Page 13 of 43 transmission, or reception of data or information by the executive agency, if the equipment is used by the executive agency directly or is used by a contractor under a contract with the executive agency that requires the use--

(i) Of that equipment; or

(ii) Of that equipment to a significant extent in the performance of a service or the furnishing of a product;

(2) Includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services), and related resources; but

(3) Does not include any equipment acquired by a Federal contractor incidental to a Federal contract.

(b) Prohibition. Section 102 of Division R of the Consolidated Appropriations Act, 2023 (Pub. L. 117-328), the No TikTok on Government Devices Act, and its implementing guidance under Office of Management and Budget (0MB) Memorandum M-23-13, dated February 27, 2023, "No TikTok on Government Devices" Implementation Guidance, collectively prohibit the presence or use of a covered application on executive agency information technology, including certain equipment used by Federal contractors. The Contractor is prohibited from having or using a covered application on any information technology owned or managed by the Government, or on any information technology used or provided by the Contractor under this contract, including equipment provided by the Contractor's employees; however, this prohibition does not apply if the Contracting Officer provides written notification to the Contractor that an exception has been granted in accordance with 0MB Memorandum M-23-13.

(c) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts, including subcontracts for the acquisition of commercial products or commercial services.

(End of clause)

52.252-6 Authorized Deviations in Clauses (Nov 2020)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any _________ . [insert regulation name] (48 CFR ----� clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

(End of clause)

2852.201-70 Contracting Officer's Representative (COR) (NOV 2020)

(a) Mr./Ms. [Name] of [Organization] , [Address] . [Area Code, Telephone Number] . is hereby designated to act as Contracting Officer's Representative (COR) under[Contract Number] , for the period of [Period] (specify the performance period of the contract that the designation covers).

(b) Performance of work under this contract is subject to the technical direction of the COR identified above, or another representative designated in writing by the Contracting Officer. The term "technical direction" includes, without limitation, the following:

(i) Receiving all deliverables;

(ii) Inspecting and accepting the supplies or services provided in accordance with the terms and conditions of this contract;

(iii) Clarifying, directing, or redirecting the contract effort, including shifting work between work areas and locations, filling in details, or otherwise serving to accomplish the contractual statement of work to ensure the work is accomplished satisfactorily;

(iv) Evaluating performance of the Contractor; and

(v) Certifying all invoices/vouchers for acceptance of the supplies or services furnished for payment.

(c) The COR does not have the authority to issue direction that:

(i) Constitutes a change of assignment or work outside the contract specification/work statemenUscope of work.

(ii) Constitutes a change as defined in the clause entitled "Changes" or other similar contract term.

(iii) Causes, in any manner, an increase or decrease in the contract price or the time required for contract performance;

15DDHQ25Q00000050 Page 14 of 43

(iv) Causes, in any manner, any change in a term, condition, or specification or the work statemenUscope of work of the contract;

(v) Causes, in any manner, any change or commitment that affects price, quality, quantity, delivery, or other term or condition of the contract or that, in any way, directs the contractor or its subcontractors to operate in conflict with the contract terms and conditions;

(vi) Interferes with the contractor's right to perform under the terms and conditions of the contract;

(vii) Directs, supervises, or otherwise controls the actions of the Contractor's employees or a Subcontractor's employees.

(d) The Contractor shall proceed promptly with performance resulting from the technical direction of the COR. If, in the opinion of the Contractor, any direction by the COR or the designated representative falls outside the authority of (b) above and/or within the limitations of (c) above, the Contractor shall immediately notify the Contracting Officer.

(e) Failure of the Contractor and Contracting Officer to agree that technical direction is within the scope of the contract is a dispute that shall be subject to the "Disputes" clause and/or other similar contract term.

(f) COR authority is not re-delegable.

(End of Clause)

2852.223-70 Unsafe Conditions Due to the Presence of Hazardous Material (NOV 2020)

(a) "Unsafe condition" as used in this clause means the actual or potential exposure of Contractor or Government employees to a hazardous material.

(b) "Hazardous Material" as used in this clause includes any material defined as hazardous under the latest version of

Federal Standard No. 313 (including revisions adopted during the term of the contract), any other potentially hazardous material requiring safety controls, or any other material or working condition designated as hazardous by the Contracting Officer's Representative (COR).

(c) The Occupational Safety and Health Administration (OSHA) is responsible for issuing and administering regulations that require Contractors to apprise its employees of all hazards to which they may be exposed in the course of their employment; proper conditions and precautions for safe use and exposure; and related symptoms and emergency treatment in the event of exposure.

(d) Prior to commencement of work, Contractors are required to inspect for and report to the Contracting Officer the presence of, or suspected presence of, any unsafe condition including asbestos or other hazardous materials or working conditions in areas in which they will be working.

(e) If during the performance of the work under this contract, the Contractor or any of its employees, or subcontractor employees, discovers the existence of an unsafe condition, the Contractor shall immediately notify the Contracting Officer, or designee (with written notice provided not later than three (3) working days thereafter), of the existence of an unsafe condition. Such notice shall include the Contractor's recommendations for the protection and the safety of Government, Contractor and subcontractor personnel and property that may be exposed to the unsafe condition.

(f) When the Government receives notice of an unsafe condition from the Contractor, the parties will agree on a course of action to mitigate the effects of that condition and, if necessary, the contract will be amended. Failure to agree on a course of action will constitute a dispute under the Disputes clause of this contract.

(g) Nothing contained in this clause shall relieve the Contractor or subcontractors from complying with applicable Federal, State, and local laws, codes, ordinances and regulations (including the obtaining of licenses and permits) in connection with hazardous material including but not limited to the use, disturbance, or disposal of such material.

(End of Clause)

DEA-2852.209-70 ORGANIZATIONAL CONFLICTS OF INTEREST (SEP 2021)

(a) The Contractor warrants that, to the best of its knowledge and belief, there are no relevant facts or circumstances that would give rise to an organizational conflict of interest as described in FAR Subpart 9.5, or that the Contractor has disclosed all such relevant information.

(b) In the event that an actual, potential, or apparent organizational conflict of interest is discovered after award, the

Contractor shall make full disclosure of the particular facts and circumstances to the Contracting Officer in writing. This disclosure shall include a description of the actions that the Contractor has taken, or proposes to take in order to avoid, mitigate, or neutralize the risk to the Government.

(c) Remedies. The Contracting Officer may terminate this contract for convenience, in whole or in part, if deemed necessary to avoid or mitigate an actual or apparent organizational conflict of interest. In the event that the Contractor failed to disclose in a timely manner, or misrepresented the facts and circumstances of, an actual, potential, or apparent organizational conflict of interest of which it had prior knowledge, the Contracting Officer may terminate this contract for default or cause, and pursue additional remedies, including debarment, as may be provided by law.

15DDHQ25Q00000050 Page 15 of 43

(d) The Contractor shall insert terms substantially similar to this clause in any subcontract or consultant agreement under this contract.

(End of clause)

DEA-2852.211-71 SCHEDULED AND UNSCHEDULED CLOSURES OF GOVERNMENT OFFICES (NOV 2021)

(a) In accordance with 5 U.S.C. 6103, Federal Government offices are closed for ordinary business in observance of the following holidays:

• New Year's Day

• Birthday of Martin Luther King, Jr.

• Washington's Birthday

• Memorial Day

• Juneteenth

• Independence Day

• Labor Day

• Columbus Day

• Veterans Day

• Thanksgiving Day

• Christmas Day

• Inauguration Day (Federal offices in the Washington DC metropolitan area only)

(b) Federal offices may close at other times without…