A28 RFQ Solicitation - CO review.pdf

Solicitation

RFQ,

15DDHQ25Q00000118

Two Chiller Replacement Project

U.S. Department of Justice • Drug Enforcement Administration

115DDHQ25Q00000118

TABLE OF CONTENTS

SECTION 1 STANDARD FORM 18 (SF18)

SECTION 2 COMMODITY OR SERVICES SCHEDULE

SECTION 3 STATEMENT OF WORK

SECTION 4 DEA PROVISION & CLAUSE MATRIX – COMMERCIAL ITEMS

SECTION 5 INSTRUCTIONS TO QUOTER

SECTION 6 EVALUATION AND BASIS FOR AWARD

EXHIBIT 1 PRICING SHEET (GOVERNMENT PROVIDED SPREADSHEET)

WOMEN-OWNED SMALL

BUSINESS (WOSB)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

7. FOR SOLICITATION

INFORMATION CALL:

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

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

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

REQUEST

FOR QUOTE

(RFQ)

INVITATION

FOR BID

(IFB)

REQUEST

FOR

PROPOSAL

(RFP)

SEE ADDENDUM

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

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

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. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

THE DEFENSE PRIORITIES

AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FREE ON

BOARD (FOB) DESTINATION

UNLESS BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

8(A)

ECONOMICALLY

DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

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

Alycia Spears Alycia.Spears@dea.gov

15. DELIVER TO

Drug Enforcement Administration 8701 Morrissette Drive Springfield VA 22152

NORTH AMERICAN

INDUSTRY CLASSIFICATION

STANDARD (NAICS):

Drug Enforcement Administration 8701 Morrissette Drive Springfield VA 22152

X 100

8. OFFER DUE DATE/

8/27/2025 @10am EST

DATE

8/7/2025

TBD

15DDHQ25Q00000118

This is a Request for Quote (RFQ) for two Chiller Replacement Project with the attached Terms and Conditions.

The government anticipates award of a Purchase Order beginning date of award.

D-25-FS-0130

X

X

15DDHQ25Q00000118 Page 1 of 1

Section 2 - Commodity or Services Schedule

SEE EXHIBIT 1, PRICING SHEET

SCHEDULE OF SUPPLIES/SERVICES

CONTINUATION SHEET

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Two Chiller Replacement Project . Complete Exhibit 1-- Pricing Sheet for Quote.

(Note: Prices to be entered from Exhibit 1 upon award)

Line Period of Performance: TBD

STATEMENT OF WORK

Chiller Replacement Project

Drug Enforcement Administration Office of Training

2500 Investigation Parkway Quantico, VA 22135

Overview Statement

To meet the needs of the Drug Enforcement Administration (DEA) Office of Training’s mission and provide a training environment conducive to learning and to comply with The Federal Clean Air Act, and the Montreal Protocol and their current addendums, the DEA Office of Training requires the replacement of two (2) aging Trane RTAC-275 ton, R-134A Chillers with two (2) Trane ACR 300T Series C R513A, energy efficient, CFC compliant, and warranted chiller units which match the specifications of the existing units, and all associated materials and labor required to remove the existing chillers located on the roof of the DEA Training Academy Building, replace them with the new units, and test the functionality of the new system.

General Information

Contractors and/or vendors providing a quote for this project must have a current state trade license to perform HVAC/Mechanical (either one or both) work as defined in this SOW. The contractor and/or vendor must provide the licensing information in the quote including: Name, State of License, License designation, and License Number. If the contractor and/or vendor intends to sub-contract the HVAC/Mechanical (either one or both) then the contractor and/or vendor must have a state issued contractor’s license and provide the license information as well as providing the sub-contractors licensing information as addressed above.

This project scope of work requires a Licensed Mechanical Engineer in the State of Virginia. The costs of this engineer, including all office ‘desk work’, reviews of specifications, travel costs to verify existing conditions, monitor the work, conduct inspections, etc., shall be included in the Contractor’s cost proposal for this project. The DEA will NOT be paying separately for Mechanical Engineer services, or any other costs required to perform and complete this project, separate from the contract price.

SECTION 3: STATEMENT OF WORK (SOW)

The Mechanical Engineer shall be capable to produce all necessary calculations and specifications, verification of the weight and size of the new equipment(s) to ensure they will fit the space footprint, and not put stress (additional weight) on the roof slab; validate the Vendor/Contractor’s suggested/recommended equipment and connections, specs for materials, in order to ensure that the work to be performed, for the DEA Office of Training will achieve the desired goal which amongst several other issues is to rectify the high humidity in the Dormitory section of the building.

All contractors and/or vendors providing a quote for this SOW must be registered and “active” in the Government SAM.gov System and provide their unique ID number in the submission.

Quote Requirements

The contractor shall provide all equipment, materials, rigging, supervision, inspections, Mechanical Engineer professional services, and labor to complete the following SOW in a safe, timely, and professional manner, in accordance with all Federal, State and local codes and ordinances, EPA, OSHA and all other regulatory standards. All work is to be performed in a workmanship like manner using trade and industry accepted methods and practices.

The Contractor shall provide, based on the scope, all resources necessary to evaluate, prepare, coordinate, schedule, pre-fabricate, and obtain all parts and materials prior to the work commencement to ensure the minimal amount of downtime to the building systems. The contractor shall confirm the location, electrical sizing, physical dimensions, weight, piping, controls, operation, connections, and rigging requirements prior to ordering materials or beginning work to ensure that no shortages in service or operation will result when the replacement project is begun. Contractor shall ensure that every effort is made to prevent additional costs or modifications to the quote submitted for work required in this scope.

After the contract is awarded, the prime Contractor for the project shall identify an Administrative POC and an onsite Supervisor/Project Manager. Phone and email numbers/addresses shall be provided to the Contracting Officer, Contracting Officer Representative (COR) and the DEA on-site Facilities Unit.

By submitting the quote for this project, the Contractor agrees to begin project within 12 weeks after the contract is awarded. The project shall be completed in no more than 12 weeks after the work begins. If additional time is required due to delays in acquiring the new chillers or other materials, the contractor, no less than 90 days prior to the expiration of the performance period, shall submit an extension request to the contracting officer for acceptance and approval. The submittal must include the expected time when the equipment will be delivered to the jobsite, and work completion including all closing documents, O&Ms, etc.

As this project will require the use of an onsite crane, the contractor is required to provide this service and equipment from a certified crane company with certified crane operators to operate the equipment while onsite. The contractor shall provide all materials and staff to provide a safe area of operation for the staff/guests of the Academy and government property.

Equipment and Project Services/Work to be provided:

1. Recover and dispose of all refrigerant form the existing units before removal from their current location in an EPA/CFC mandated, environmentally friendly manner.

2. Remove and dispose of two (2) Trane RTAC-275-ton R-134A, Air Cooled Rotary Chillers from their existing location following all EPA/OSHA guidelines, in a manner that allows for the continuous operation of one chiller (existing or replacement) at all times during the project.

3. Install two (2) Trane ACR 300T - 300-ton Air Cooled, Rotary Screw Compressor Chillers, (maximum tonnage with physical size and weight matching existing as close as possible), R-513A Chillers or equal that have a minimum full load EER of 11.11 and exceed all current energy requirements.

4. The new chillers shall be multiple compressor and fan type that energize/de-energize based on demand/control requirements for efficiency. The new chillers must meet the minimum efficiency requirements for ASHRAE 90.1, LEED’S, AND AHRI Standard 550/590 (i-p) and 551/591 (SI).

5. The new chillers must utilize the existing electrical service path and automation control paths, providing at minimum, the same control, status, and monitoring capabilities as the existing chillers and connected to the building Automated Logic 10VDC system using a BACnet interface. Alterations are expected to the connection points of power and controls to accommodate the new unit’s connection locations and power requirements.

5a. The existing electrical service shall be upgraded with 4 new disconnects (2 for each Chiller) sized and fused to meet the new chillers electrical requirements.

The new disconnects shall be installed in a manner/location that does not infringe on the required clearances the chillers require.

6. The new chillers must be installed on the existing support structure without any additional columnar supports or roof alterations. The existing support framework may be modified to accommodate the required mounting/isolation hardware for the new units but any demolition of the handrails, catwalk, and toe kick on the existing framework required for removal and replacement will be reinstalled/refitted before the project is complete and shall be fitted to meet current building/safety code. If the factory clearances requirements for service cannot be met due to the existing railings, the railings shall be altered to allow for simple field removal.

8. Install new 8” pipe replacing the existing 6’ pipe where required to accommodate the new connection size and locations of the new chillers. All connection changes and or alterations shall be welded unless connecting flange to flange. All welds shall be industry standard 3 pass type using properly rated welding rod/material.

8.a Install new insulation and protective jacketing on all exterior chilled water piping and valves (disturbed or undisturbed in the project work) equal to or exceeding the current/existing R-value. Install new heat trace wiring on the exterior chilled water piping.

8b. The existing 6” chilled water flow control valves (one for each chiller, Bray Valves) are to be replaced with new 8” valves and control compatible with the building Automated Logic automation system.

9. The contractor shall replace the two existing chilled water pumps with two high-efficiency Bell & Gossett e-1510 chilled water pumps, Model 4EB, brand name or equal.

Salient characteristics for the chilled water pumps; 20 HP motor; 1750 RPM; 3 Phase;

ODP; 710 gallons per minute @ 90.0 ft. head, 11’ impeller, Variable Frequency Drive.

10. The contractor shall provide all liaison/coordination service for design support, installation, start-up, equipment operation, and warranty compliance/certification with the manufacturer of the new equipment and where needed, replacement system parts.

11. The contractor will provide all documentation (registration requirements, warranty compliance, start-up information, manuals, and technical specifications) to the government.

12. The contractor shall provide the necessary training for start-up and operation to the designated government personnel to ensure proper operation and care of the new equipment (not to exceed 8 hours).

Equipment and/or Services Shutdowns

Work shall be scheduled in a manner to minimize disruption to building occupants and operations. Proper notification and coordination shall be made when project work necessitates shutting down equipment or otherwise terminating services to the building occupants. Requests for shutdowns shall be submitted in writing to DEA with a description of the shutdown and the reason for the requirement at least two business days prior to the need. No shutdown (outside of the equipment being replaced or an unforeseen emergency or failure) shall occur without prior written approval from DEA.

Insurance

The contractor shall provide DEA with a copy of insurance certification at minimum equal to the total value of the project fifteen

(15) days prior to the start of work.

Hours of Contractor Access, Construction Hours, and Base Closings

The hours of contractor access will be Monday through Friday, 7:30 am to 4:30 pm. Any special access on weekends and holidays must be coordinated in advance with the COR.

Lack of coordination will not be the responsibility of the DEA, and the DEA will not be responsible for any related costs or delays in the project. All access to the DEA Training Academy will be via the FBI/DEA Training Academy’s West Gate for deliveries and commercial vehicles. Daily personnel, not in a commercial vehicle, will enter through the FBI East Gate. In the event the USMC Base Quantico, the FBI Academy, or DEA closes for any reason, the DEA will not be responsible for any costs or delays in the project. The time during which the closure occurs will be credited to the timeline for completion of the project without penalty to the contractor if the contractor requests a time extension due to the closure.

Personnel Security Access Requirements

As the DEA Office of Training is located on the Marine Corps Base (MCB), there are two separate requirements for access (MCB Access and DEA Access) addressed below:

MCB Access

• Must pre-register via DBIDS link https://dbids-global.dmdc.mil/enroll#!/

• Must have proper form(s) of identification (see Attachment A - Acceptable forms of identification to gain access to the USMC Base Quantico)

• DEA will provide a temporary DBIDS pass to each contractor employee working on this project.

DEA Access

• The Contractor must at least fourteen (14) days prior to starting the onsite work, submit a complete list of all persons (employees and sub-contractors) that they https://dbids-global.dmdc.mil/enroll#!/ purpose to have work on this project via a DEA provided access form (see Attachment B – Request for Access).

• The access forms must be emailed to the designated DEA Contact by the prime contractor. Sub-contractors may not submit the forms directly to DEA.

• Failure to comply may result in person/s being refused access to the buildings and will not be the Governments responsibility for any costs or delays in the project.

• It is the contractor’s responsibility to provide personnel suitable for access and it will not be the responsibility of the government for any additional costs or delays incurred from the submittal of unsuitable individuals by the contractor or sub-contractor.

Note: All commercial vehicles needing access to the MCB/DEA sites are subject to search at either and/or both locations.

Hazmat

If the contractor, as a part of this project brings any hazardous materials other than the normal industry expected minimums and handling rules already addressed in this scope, then they will additionally comply with the following:

Contractors and vendors are required to strictly adhere to the Occupational Safety and Health Administration (OSHA) 29 CFR 1910.1200 & 1910.106 and Environmental Protection Agency (EPA) 40 CFR 260, 261, 262, 273, and 279 regulations. To ensure the proper storage and management of hazardous materials, solid waste, non-hazardous waste, and hazardous waste brought on-site for use, contractors and vendors must use only the necessary amount of hazardous materials and solid waste materials required on-site for that work day. The contractor shall ensure no excess hazardous materials or solid waste are left onsite after conducting preventive maintenance operations on any DEA property. Once all onsite work is completed, the contractors and vendors shall take all hazardous materials, solid waste, non-hazardous waste, and hazardous waste off-site for disposal. Contractors and vendors are responsible for ensuring their employees are properly trained in hazardous materials and hazardous waste management by OSHA 29 CFR 1910.1200, 1910.120, and EPA 40 CFR 262 per state and federal regulations as required at the work site.

Clean Up and Damage Prevention

The Contractor shall be responsible for the removal and disposal of all unneeded materials and trash generated in the performance of the work in this Scope. All efforts will be made by the contractor to recycle the refuse generated in the accomplishment of this project to the greatest extent possible.

The Contractor shall keep all building and work areas safe and free of debris while working onsite. Care is to be exercised in the removal and disposal of all materials.

The contractor shall be responsible for ensuring the safety of all persons on or around their working thru a designated Safety Person, including additional personnel when needed for life safety /traffic control when using any cranes and/or rigging equipment.

The Contractor shall be responsible for any damage to Government, building, and/or personal property damaged by any persons hired, employed, or contracted during the course of completing this work.

Finalization

The Contractor shall provide a test of the entire Chiller Unit one at a time on completion of the work detailed in this Scope keeping one chiller online throughout the project. The start-up will be scheduled in advance and coordinated with the COR.

The finalization and acceptance of this project shall include but not be limited to: Testing all equipment installed by The Contractor Checking all fluid and pneumatic fittings and connections.

Checking all wiring and electrical connections.

Checking all refrigeration connections.

Checking and documenting voltages, temperatures, flow, and pressures.

Checking and adjusting the chemical water treatment for the chilled water loop to 800 ppm.

Submittal of all Manufacturers literature and specifications on the installed equipment.

Submittal of O & M manuals for all installed equipment with Model and Serial numbers.

Completion of all manufacturers’ checklist and warranty paperwork.

Correct any deficiencies and place equipment in service.

Onsite POC, Inspections, Testing, and Acceptance

The DEA/FBI Facilities Unit/HVAC Shop will be the onsite POC’s for this project. A designated Staff Member and an alternate name/s shall be provided to the contractor Supervisor/Project Manager and their Administrative POC as the “go to” onsite contact/s.

The contractor shall refrain from any work-related questions and/or requests from any other DEA Staff or Contractors as any questions or requests that impact the project or it’s Scope of Work must be answered by or thru the Contracting Officer. No other Government

Employee (Federal or Contract) has the authority to change requirements or financially obligate the Government.

The FBI Trade Personnel (when asked by DEA) will perform random inspections of the contractors work throughout the project to ensure that the requirements of the scope are being followed, and the workmanship is consistent with code and industry standards.

The Contractor shall be responsible for testing all the work, materials, piping, equipment, and supporting infrastructure they reuse and/or install to ensure everything is in good working condition, leak and defect free, and will minimize any potential future problems.

It is the contractor’s responsibility to report any defects and present a remedy for DEA to evaluate.

When the contractor is finished all the required work for each chiller in this project, they will request a walk thru final inspection of the completed unit to DEA COR. The walk thru shall take place a minimum of 2 business days after the acceptance of the request to allow for a 48-hr. running of all the installed equipment at set point without any problems or failures. After the 48-hr. successful test, the walk-thru will verify that the requirements of the scope have been met. When the second unit is completed and successfully inspected DEA Office of Training will inform the Contracting Officer that the project is complete.

Warranty

The contractor shall warrant all material and labor to be defect and problem free for a period of 1 year after written government acceptance. The contractor shall complete all information/documentation for all warranty requirements of the manufacturer.

If available from the Manufacturer (included or at additional cost), The Contractor shall provide a 5-year extended warranty to begin from the factory approved start-up date on each chiller.

DEA will contract/provide all warranty checks required by the manufacturer to keep the warranty in affect.

Attachments:

Request for Access Form USMC access information Directions to the DEA Training Academy

SEPT 2024

(End of clause)

CONTRACTING OFFICER: Check the appropriate box only for clauses that are applicable to this procurement.

52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST (JUN 2020)

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (JUN 2020)

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011) RESERVED

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

52.204-12 UNIQUE ENTITY IDENTIFIER MAINTENANCE (OCT 2016)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (AUG 2020)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (NOV 2021)

52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND

OTHER COVERED ENTITIES, IN ALL SOLICITATIONS AND CONTRACTS (NOV 2021)

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)

(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, 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 (OMB) 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 OMB 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)

52.207-5 OPTION TO PURCHASE EQUIPMENT (FEB 1995)

52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

52.212-4 ALT I CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022) WITH ALTERNATE I (NOV

2021)

SECTION 4: DEA PROVISIONS & CLAUSES

ORDER #: 15DDHQ25Q00000118

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 address: https://www.acquisition.gov/far-smart-matrix.

https://www.acquisition.gov/far-smart-matrix https://www.acquisition.gov/content/52203-16-preventing-personal-conflicts-interest https://www.acquisition.gov/far/52.203-17 https://www.acquisition.gov/content/52204-4-printed-or-copied-double-sided-postconsumer-fiber-content-paper https://www.acquisition.gov/content/52204-9-personal-identity-verification-contractor-personnel https://www.acquisition.gov/content/52204-12-unique-entity-identifier-maintenance https://www.acquisition.gov/content/52204-13-system-award-management-maintenance https://www.acquisition.gov/content/52204-18-commercial-and-government-entity-code-maintenance https://www.acquisition.gov/content/52204-19-incorporation-reference-representations-and-certifications https://www.acquisition.gov/content/52204-21-basic-safeguarding-covered-contractor-information-systems https://www.acquisition.gov/content/52204-23-prohibition-contracting-hardware-software-and-services-developed-or-provided https://www.acquisition.gov/content/52204-25-prohibition-contracting-certain-telecommunications-and-video-surveillance-services#id1989I600I4C https://www.acquisition.gov/far/52.204-27 https://www.acquisition.gov/content/52207-5-option-purchase-equipment https://www.acquisition.gov/content/52212-4-contract-terms-and-conditions-commercial-items https://www.acquisition.gov/content/52212-4-contract-terms-and-conditions-commercial-items

JAR 2852.212-4 TERMS AND CONDITIONS—COMMERCIAL ITEMS (NOV 2020) (DEVIATION)

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

(g)(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment act regulations at 5 CFR part 1315, as modified by subparagraph (i)(2), Prompt payment, of this clause.

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

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

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

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

(3) FAR 52.212–5.

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

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

(6) Solicitation provisions if this is a solicitation.

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

(8) The Standard Form 1449.

(9) Other documents, exhibits, and attachments.

(10) The specification.

(u) Unauthorized obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract or order is subject to any Commercial supplier agreement that includes any language, provision, or clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (see 31 U.S.C. 1341), the following shall govern:

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

(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., ‘‘clickwrap’’ 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).

https://www.ecfr.gov/current/title-48/section-2852.212-4

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

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

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

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

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

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

(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to the contract, order, or this agreement,

(A) binding arbitration shall not be used unless otherwise specifically authorized by agency guidance, and

(B) equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the Government only when explicitly provided by statute.

(vi) Updating terms.

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

(1) Terms that change Government rights or obligations;

(2) Terms that increase Government prices;

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

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

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

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

(vii) Order of precedence. Any Order of Precedence clause in any commercial supplier agreement is not enforceable against the Government. The applicable Order of Precedence for this contract, order, or agreement is FAR 52.212–4(s), as revised by JAR 2812.302 and 2852.212–4(s).

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

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

(x) Indemnification by the commercial supplier or licensor. Any clause of this agreement requiring or permitting the commercial supplier or licensor to defend the Government as a condition of indemnifying the Government for any claim of infringement is hereby amended to provide that the U.S.

Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516.

(xi) Audits. Any language, provision, or clause of this commercial supplier agreement permitting Contractor to audit the end user’s compliance with this agreement is not enforceable against the Government. To the extent any language, provision or clause of this agreement permits Contractor to audit the Government’s compliance under this contract, order, or agreement, such language, provision, or clause of this agreement is hereby stricken and replaced as follows:

‘‘(A) If Contractor reasonably believes that the Government has violated the terms of this agreement with regard to the restrictions on authorized use and/or the number of authorized users, upon written request from Contractor, including an explanation of the basis for the request, DOJ will provide a redacted version of the Government’s most recent Security Assessment and Authorization package (SAA) to Contractor on a confidential basis, so that Contractor may reasonably verify the Government’s compliance with its obligations under this agreement. Contractor understands and agrees that the Government will remove or redact any information from the SAA that it reasonably believes may compromise (a) the security of the Government’s information technology environment; (b) the confidentiality of any third-party proprietary or confidential information; (c) any confidential, sensitive law enforcement information; and (d) any other information that the Government believes may compromise a past, current, or prospective investigation, prosecution, or litigation. Notwithstanding the preceding, and subject to the Government’s policies and procedures for such review, including but not limited to complying with all Government security requirements prior to being granted access to the Government’s facilities, including the execution of appropriate confidentiality and/or non-disclosure agreements, the Government will arrange, upon Contractor’s written request, for Contractor to view an un-redacted version of the SAA on Government premises. Contractor understands that Contractor will be provided a copy of the un-redacted SAA on Government premises only and that no un-redacted copy of the SAA, or any medium containing information relating to it, will be permitted to be removed from Government premises.

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

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

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

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

(xiv) Confidential information.

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

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

(C) These provisions are consistent with and do not supersede, conflict with, or otherwise alter an employee’s obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by Executive orders and statutory provisions relating to whistleblower protection are incorporated into this contract and are controlling.

(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.

(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 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 and Other Covered Entities (Nov 2021) (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) (Sec.889(a)(1)(A) of Pub. L. 115-232)

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015) (Executive Order 13658).

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

https://www.acquisition.gov/content/52212-5-contract-terms-and-conditions-required-implement-statutes-or-executive-orders https://www.acquisition.gov/content/52203-19-prohibition-requiring-certain-internal-confidentiality-agreements-or-statements#i52_203-19…