ADS_ATTACHMENT A_CONTINUATION TEXT_Redacted.pdf

SPE8E3-25-D-0001-Attachment A Atlantic Diving Supply (ADS) Inc., Cage 1CAY9

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Continuation of Blocks 19-24: Schedule of Supplies/Services

1) CONTRACT AWARD

ATTACHMENTS:

• Attachment 1 – Price Evaluation List (PEL) Spreadsheet

• Attachment 2 – Statement of Work (SOW)

• Attachment 3 – List of Current CENTCOM Customers

• Attachment 4 – Sample of a Request for Quotations (RFQ) Layout

• Attachment 5 – Data Specification Document

• Attachment 6 – Successful Proposal, to include signed Amendments 0001, 0002, and

0003.

a. This contract, SPE8E3-25-D-0001, constitutes the Government’s acceptance of Atlantic Diving Supply (ADS) Inc.’s offer dated , including all revisions that were approved and accepted by the Government, under Request for Proposal (RFP) SPE8E3-23-R-0001, as amended by Amendments 0001, 0002, and 0003 (Attachment 6) and confirmed via Final Proposal Revision received on , with offer validity through . It is an Indefinite Delivery/Indefinite Quantity (IDIQ) Tailored Logistics Support (TLS) Contract under which the Contractor shall function as a supplier for Maintenance, Repair & Operations (MRO) products in the Central Command (CENTCOM) Area of Responsibility (AOR). The CENTCOM AOR includes the following countries: Bahrain, Egypt, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Oman, Qatar, Saudi Arabia, Syria, the United Arab Emirates, Yemen, Afghanistan, Kazakhstan, Kyrgyzstan, Pakistan, Tajikistan, Turkmenistan, and Uzbekistan. All delivery orders will be competed amongst the multiple award contract holders and will be firm-fixed price.

NOTE: The Government reserves the right to direct orders to a particular source under urgent circumstances or to provide economy and efficiency as a logical follow-on to an order already issued in accordance with FAR 16.505(b)(2), or to satisfy a guaranteed minimum. Award decisions may be made either by line item or in their entirety.

b. In addition to the terms set forth in ADS’ proposal as revised, including all value-added benefits offered to the Government, performance under this contract shall be governed by the Statement of Work (SOW) included as Attachment 2 to this document, the terms and conditions of RFP SPE8E3-23-R-0001, as amended, and the following terms and conditions negotiated prior to award that were acceptable to both ADS and the Government.

c. Product Support. The scope of work under the Maintenance Repair and Operations

(MRO) Indefinite-Delivery, Indefinite-Quantity Contract (IDIQ) contract includes the total logistics support of the MRO requirements of the military installations, federal activities, and other authorized customers in the Central Command (CENTCOM) Area of Responsibility (AOR). MRO requirements are sometimes referred to as “facilities maintenance”, “facility sustainment”, “restoration”, and “modernization (SRM)”, or

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“public works” program projects. The items to be provided are of the type that are used by commercial businesses, local and state organizations, military, and federal agencies.

MRO items include all items associated with the maintenance, repair and operations of a facility, installation, base, camp, post, station, yard, center, or other activity that is managed or authorized for procurement by DLA. The items to be supplied include, but are not limited to: Heating, Ventilation, and Air Conditioning (HVAC) products;

plumbing supplies (including bath and shower items, ablution units); electrical products (including generators, wire/cable, connectors, sockets, outlets, lights, etc.); tools of various kinds; chemical, lubricating, and rubber products and products including same;

construction supplies (including but not limited to cement, lumber and plywood, bricks, blocks, steel, aluminum, and other metal products, conduits, prefabricated structures to include re-locatable buildings (RLBs & ablution units), etc., perimeter security items such as barriers, barbed wire, concertina wire, and sandbags (also used for erosion prevention)]; paint, landscape and grounds supplies, communication devices (such as walkie-talkies, two-way radios, etc. used by the maintenance personnel); appliances (excluding food service equipment); janitorial and sanitation products; and various other commercial supplies required by the warfighters to accomplish their mission as it pertains to facilities maintenance or sustainment. All items are commercial products. All items are to conform to the manufacturer’s commercial specifications.

NOTE: The above categories of materials and supplies may not be all inclusive. Included within the range of items covered are items that might not routinely be used in the MRO arena, but, for reasons within the discretion of the Contracting Officer, have been determined acceptable to meet the ordering activity’s MRO requirements. The Contracting Officer retains full authority to determine whether or not a requirement is within the scope of the resultant contract(s). Scope determinations rendered by the Contracting Officer are requirement-specific and do not constitute future scope approvals for similar products/services.

d. Pricing. The PEL unit prices set forth in the Contractor’s proposal dated are applicable to the items specified in this contract. The prices for the PEL accepted by the Government are hereby awarded as firm-fixed ceiling prices and are located in Attachment 1. There are three (3) pricing periods under the resultant contract, which are sequential: Period 1: Three (3) Years; Period 2: One (1) Year; and Period 3: One (1) Year. The firm-fixed prices constitute a not to exceed CEILING PRICE for the first six

(6) months of the BASE PERIOD (three-year term) and for the first six (6) months of each OPTION PERIOD (two (2) one-year terms) for each destination (Camp Arifjan, Kuwait and Isa Air Base, Bahrain). However, those items designated as subject to more price volatility by the Contracting Officer (PEL items highlighted in orange on Attachment 1) will have the pricing fixed as a ceiling price for the first three (3) months of the base period and the first three (3) months of each one-year option period for each destination. In accordance with FAR 47.303-6, this contract is awarded on the basis of delivery F.O.B. Destination, for all resultant contract delivery orders.

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NOTE: Contractors are encouraged, when competing for delivery orders, to provide a quote less than their ceiling price.

e. Term. The effective date of this contract will be October 15, 2024, with a base ordering period of three (3) years and two (2) one-year option periods, for a maximum term of five

(5) years and final expiration date of October 14, 2029. This contract contains a provision for unilateral option(s) on the part of the Contracting Officer to extend the term of the contract by up to two (2) option periods of one (1) year each in accordance with FAR 52.217-9 Option to Extend the Term of the Contract (MAR 2000). Submission of a proposal in response to Solicitation SPE8E3-23-R-0001 was considered the offeror's acceptance of the option provision.

f. Ramp-up/Implementation Plan. It should be noted that the base period includes a 60-day ramp-up/implementation period, if needed, after award. The implementation period (or ramp-up period) is a maximum of 60 calendar days beginning at the effective date of the contract. The contractor is expected to begin filling customer orders before the end of the implementation period. The contractor is required to provide its implementation plan to DLA Troop Support no more than seven (7) calendar days after award.

Implementation of the contract shall include ensuring that all performance metrics can be accomplished, a purchasing system is in place in accordance with the Statement of Work (SOW) and successful testing of ANSI X12 transactions sets. At a minimum, the 855 Purchase Order Acknowledgment and 810 Invoice transactions must be tested with successful results obtained in order to perform. During the implementation period, the incumbent TLS vendor(s) will remain the principal source of supplies. Performance failure during this period may result in the termination of the contract for cause. The order of precedence for customer support is (1) the incumbent TLS Vendor(s) (2) the new TLS Vendor(s). The incumbent must facilitate the transition to the maximum extent practicable. Following contract award, the TLS Contractor shall furnish the name of an Information Technology (IT) specialist point of contact (POC), which is capable and authorized to resolve systems, software, and transmissions issues with DLA Troop Support assigned IT POCs. The initial implementation sites will be those customers already ordering through the MRO Program. The list of current CENTCOM customers can be found on Attachment 3. During the term of this contract and for any subsequent option periods thereof, DLA Troop Support reserves the right to add ordering activities or delete ordering activities within the covered, CENTCOM Region, at no cost to the Government. Any such additions or deletions made by DLA Troop Support may result in a significant increase or decrease in the Government’s estimated contract value.

Any such change shall not be the basis for a request for equitable adjustment or claim, shall not result in Government liability to the contractor, and shall not affect the stated minimum guaranteed ordering amounts.

g. Estimated Demand. The estimated annual sales set forth in the solicitation were GOOD FAITH ESTIMATES ONLY based on the best data available to the Contracting Officer at the time of issuance of the solicitation, and do not constitute a guarantee that this volume or value will actually be ordered under any resultant contract. Offerors were

4 | P a g e advised they must consider any business risks associated with the estimates and include them within the breadth of their proposals.

Total Estimated Value (5 Years): $50,000,000.00 Estimated Value Base Period (3 Years): $30,000,000.00 Estimated Value Option Year 1 (1 Year): $10,000,000.00 Estimated Value Option Year 2 (1 Year): $10,000,000.00

h. Contract Minimum/Maximum. For each awardee, the Government guarantees that it will order a quantity of supplies having a minimum dollar value of $50,000.00 during the base period. The aggregate of delivery orders issued during the contract performance for each awardee during the base period will be applied to the minimum guarantee for each awardee. At the time when the aggregate of delivery orders equals or exceeds the guaranteed minimum for the contract, the guaranteed minimum will have been met and the Government's obligations with regard to the guarantee will have been satisfied. There is no guaranteed minimum for the option periods.

The maximum dollar value that can be obligated for a contract awarded under RFP SPE8E3-23-R-0001 is $100,000,000.00, meaning that the cumulative obligations of all orders placed against the contract cannot exceed $100,000,000.00. The maximum of $100,000,000.00 also represents the maximum for the acquisition; the sum of all orders against all contracts shall not exceed $100,000,000.00.

NOTE: The Maximum Contract Value is $100,000,000.00. The maximum dollar value of $100,000,000.00 accounts for potential surge and contingency requirements; however, $50,000,000.00 remains the estimated dollar value for the acquisition.

i. Delivery. The total logistics support required by this contract includes the Contractor’s ability to transport and deliver MRO items to any ordering activity within the CENTCOM AOR within the timeframe requested by the customer to meet their facilities maintenance mission requirements on each individual delivery order.

j. Surge & Sustainment. A Surge and Sustainment Plan/Capability Assessment Plan is not required for this acquisition. There are no surge requirements for any items included in the PEL at the time of this award. Therefore, although Surge and Sustainment Plan clauses are contained in this contract, the contractor is not required to submit a Surge and Sustainment Plan at this time. In the event surge items are required after award, the awardee may be required to submit a Surge and Sustainment Plan/Capability Assessment Plan. In such circumstances, the Surge and Sustainment Plan/Capability Assessment Plan will be provided to the Government at no additional cost.

k. Joint Contingency Contracting System (JCCS). TLS Contractors are required to register for installation access in the Joint Contingency Contracting System (JCCS) and are responsible for keeping the information in the system updated at all times. TLS Contractors, (and subcontractors, vendors, and suppliers, at any tier-if required) may verify their registration at https://www.jccs.gov/jccscoe/ by selecting the "Vendor Login"

5 | P a g e module and logging in with their username and password. The TLS Contractor must be registered, approved, and eligible for installation access prior to award, and remain eligible for installation access for the life of the contract. The Government reserves the right to require any subcontractor, vendor, or supplier (at any tier) that is physically located in or performing in the CENTCOM AOR -OR- that will be physically delivering supplies (for example, freight forwarders) to a U. S. and/or Coalition installation in the CENTCOM AOR to be registered, approved, and eligible for installation access at any time during contract performance, regardless of whether the performance will take place on or off of a U.S. or Coalition installation. Furthermore, the Contracting Officer reserves the right to waive the JCCS requirement for specific RFQ awards at his or her discretion to support the customer's mission. Current registered, approved, and eligible TLS Contractors shall ensure no lapse in installation access eligibility and mitigate this by ensuring all required documentation is submitted to JCCS no later than 90 days prior to expiration.

l. Contract Administration. DLA Troop Support has the responsibility for the administration of this contract. The DLA Troop Support Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The DLA Troop Support Contracting Officer must approve any changes or modification prior to the implementation of such changes. In the event the contractor effects a change at the direction of any person other than DLA Troop Support Contracting Officer the change will be considered to have been made without authority, and no adjustment will be made to cover any increase in cost as a result thereof. Request for information on matters related to this contract, such as explanation of terms and contract interpretation, shall be submitted to the DLA Troop Support Contracting Officer.

In accordance with FAR 16.505(b) (5), the following individual has been designated the delivery order Ombudsman:

Mr. Maciej Okulicz-Kozaryn-BP Defense Logistics Agency – Troop Support

700 Robbins Avenue Philadelphia, PA 19111

Telephone: 215-737-2888 Email: Maciej.Okulicz-Kozaryn@dla.mil

NOTE: DLA Troop Support reserves the right to utilize the assistance of the Defense Contract Management Agency (DCMA) if deemed necessary for certain administrative duties.

m. Invoicing and Payment. For purposes of receiving payment for material shipments (orders), the accepted electronic form for submission of payment requests and receiving reports is iRAPT in the Wide Area WorkFlow (WAWF) eBusiness Suite. Reference DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. TLS Contractors shall submit payment requests and receiving reports using iRAPT, in one of the following electronic formats that iRAPT accepts: Electronic Data Interchange, Secure File Transfer Protocol, or World Wide Web input. The Wide Area Workflow eBusiness Suite and iRAPT are available on the Internet at https://piee.eb.mil.

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Guidance and assistance are available from the DLA TROOP SUPPORT WAWF team personnel via email inquiry - DLATroopSupportwawfteam@dla.mil.

NOTE: After shipment, submission of payment requests and receiving reports can be submitted via an 810 Invoice should WAWF not be available. Unless otherwise directed during contract performance, invoicing for the MRO TLS Program will be at the line-item level. There should be a corresponding invoice line for each line on the 850/855 once the line has been shipped. Therefore, it is critical to maintain the same line-item number between the 850/855 and the 810. For example, if the item was listed as line-item number 1 on the 850/855 Purchase Order Transaction, it must be listed as line-item number 1 on the 810 Invoice. The government’s processing system, known as DLA Enterprise Business System (EBS), will be matching price and quantity per line item, along with the customer’s Material Receipt Acknowledgement (MRA) to make payment.

n. Fast Pay and Prompt Pay. In accordance with DLAD 13.402(a), Fast Pay will be utilized for delivery orders issued under any resultant contract for orders valued up to A quarterly audit will be conducted on a sample of Fast Pay orders to ensure that valid proof of delivery (POD) is being obtained during contract performance.

DLA Troop Support anticipates using carrier data provided in the 856 Advance Shipping Notice EDI transaction set and/or Proof of Deliveries (PODs) provided by the contractor.

Prompt Pay will be utilized for all delivery orders valued above . DLA Troop Support anticipates using carrier data provided in the 856 Advance Shipping Notice EDI Transaction set and/or PODs provided by the contractor to facilitate prompt payment.

o. Domestic Sourcing Restrictions. The Preference for Certain Domestic Commodities/ Berry Amendment, Trade Agreements Act, and Buy American Act Restrictions apply to the resulting contracts, depending on the items requested by the ordering activities.

Additionally, there are other procurement restrictions set forth in the regulations that may apply to specific products. Note that for this procurement the Trade Agreements Act will apply to all contracts awarded. Contractors must be aware of which provision applies at the time that they submit their offer and quotations and must comply with those provisions throughout the period of contract performance. Any deviations from the applicable sourcing restrictions without prior written approval from the Contracting Officer will be considered a material defect, material non-conformance, and breach of contract for which the Government may exercise any and all available remedies, including those set forth at FAR 52.212-4(a), at the sole discretion of the Contracting Officer. Any such deviations may be expected to result in the assertion of a Government demand and claim for repayment from the awardee in the amount deemed necessary by the Contracting Officer to fully compensate the Government.

p. Hazardous Material. The awardee is NOT required to submit the information required by FAR 52.223-3 Hazardous Material Identification and Material Safety Data upon award. Please note this information will be required, when applicable, at the time of each individual delivery order.

9 | P a g e integrity and honesty. Contractors should have a written code of business ethics and conduct within thirty days of award. To promote compliance with such code of business ethics and conduct, contractors should have an employee business ethics and compliance training program that facilitates timely discovery and disclosure of improper conduct in connection with government contracts and ensures corrective measures are promptly instituted and carried out. A contractor may be suspended and/or debarred for knowing failure by a principal to timely disclose to the government, in connection with the award, performance, or closeout of a government contract performed by the contractor or a subcontract awarded there under, credible evidence of a violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in title 18 of the United States Code or a violation of the False Claims Act. (31 U.S.C. 3729-3733)

This contract includes FAR clause 52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (NOV 2021); therefore, ADS shall comply with the terms of the clause and have a written code of business ethics and conduct; exercise due diligence to prevent and detect criminal conduct; promote ethical conduct and a commitment to compliance with the law within their organization; and timely report any violations of federal criminal law involving fraud, conflict of interest, bribery or gratuity violations found in title 18 of the United States Code or any violations of the False Claims Act. (31 U.S.C. 3729-3733). ADS must provide a copy of its written code of business ethics and conduct to the contracting officer within 30 days after award.

Contract Clauses

Note: 52.212-4, Contract Terms and Conditions—Commercial Products and Commercial Services (NOV 2023) is incorporated in this solicitation by reference. Its full text may be accessed electronically at:

https://www.ecfr.gov/cgibin/ECFR?SID=efef3c52b917f6248e7b50687672ed94&mc=true&page =browse. Text is available for viewing in Subpart 52.2 Text of Provisions and Clauses, through either the HTML or PDF Format links.

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS--COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES) (MAY 2024)

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

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

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

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 89(a)(1)(A) of Pub. L. 115-232).

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

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

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

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

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

X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020)

2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 2402).

X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021)

(41 U.S.C. 3509).

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

Reinvestment Act of 2009 (JUN 2010) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

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

4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community – See FAR 3.900(a).

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

___(6) [Reserved].

___(7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-

117, section 743 of Div. C.).

___(8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C.).

X (9) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section

102 of Division R of Pub. L. 117-238).

___(10) 52.204-28, Federal Acquisition Supply Chain Act Orders – Federal Supply

Schedules, Governmentwide Acquisition Contracts, and Multi-agency contracts (DEC 2023) (Pub. L. 115-390, title II).

___(11)(i) 52.204-30, Federal Acquisition Supply Chain Act Orders – Prohibition (DEC 2023) (Pub. L. 115-390, title II).

___(ii) Alternate I (DEC 2023) of 52.204-30 X (12) 52.209-6, Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment (NOV 2021) (31 U.S.C. 6101 note).

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

___(14) [Reserved].

___(15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15

U.S.C. 657a).

X (16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

___ (17) [Reserved] ___ (18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C.

644).

___ (ii) Alternate I (MAR 2020) of 52.219-6 ___ (19)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020)

(15 U.S.C. 644).

___ (ii) Alternate I (Class Deviation 2020-O0008) (MAR 2020) of 52.219-7 _X (20) 52.219-8, Utilization of Small Business Concerns (FEB 2024) (15 U.S.C. 637

(d)(2) and (3)).

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

___(ii) Alternate I (NOV 2016) of 52.219-9 X (iii) Alternate II (NOV 2016) of 52.219-9 ___(iv) Alternate III (JUN 2020) of 52.219-9 ___(v) Alternate IV (Class Deviation 2019-O0005 Revision 1) (JAN 2019) of 52.219-9 ___(22)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

___ (ii) Alternate I (MAR 2020) of 52.219-13 ___(23) 52.219-14, Limitations on Subcontracting, Class Deviation 2021-O0008 (FEB

2023) (15 U.S.C. 637(a)(14)).

X (24) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021)

(15 U.S.C. 637(d)(4)(F)(i)).

___(25) 52.219-27, Notice of Set-Aside for, or Sole Source Award to, Service-Disabled

Veteran-Owned Small Business Set-Aside (SDVOSB) Concerns Under the SDVOSB Program (FEB 2024) (15 U.S.C. 657f).

X (26)(i) 52.219-28, Post Award Small Business Program Representation (FEB 2024) (15 U.S.C. 632(a)(2)).

___(ii) Alternate I (MAR 2020) of 52.219-28 ___(27) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically

Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (OCT 2022) (15 U.S.C. 637(m)).

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

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

X (30) 52.219-33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 637(a)(17)).

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

_X (32) 52.222-19, Child Labor—Cooperation with Authorities and

Remedies (FEB 2024) (E.O. 13126).

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

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

___(ii) Alternate I (FEB 1999) of 52.222-26.

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

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

_X (36)(i) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 2020) (29

U.S.C. 793).

__(ii) Alternate I (JULY 2014) of 52.222-36.

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

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

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

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

chapter 78 and E.O. 13627).

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

___(40) 52.222-54, Employment Eligibility Verification (MAY 2022). (Executive Order

12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

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

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

X (42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (MAY 2024) (42 U.S.C. 7671).

X (43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (MAY 2024) (42 U.S.C. 7671).

X (44) 52.223-20, Aerosols (MAY 2024) (42 U.S.C. 7671).

X (45) 52.223-21, Foams (MAY 2024) (42 U.S.C. 7671).

___ (46) 52.223-23, Sustainable Products and Services (May 2024) (E.O. 14057, 7

U.S.C. 8102, 42 U.S.C. 6962, 42 U.S.C. 8259b, and 42 U.S.C. 7671l).

X (47)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

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

___(48)(i) 52.225-1, Buy American--Supplies (OCT 2022) (41 U.S.C. chapter 83).

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

___(49)(i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (NOV 2023) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43).

___ (ii) Alternate I [Reserved].

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

___ (iv) Alternate III (NOV 2023) of 52.225-3.

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

X (50) 52.225-5, Trade Agreements (NOV 2023) (19 U.S.C. 2501, et seq., 19 U.S.C.

3301 note).

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X (51) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

X (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

___(53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150).

___ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area

(NOV 2007) (42 U.S.C. 5150).

X (55) 52.229-12 Tax on Certain Foreign Procurements (FEB 2021) ___(56) 52.232-29, Terms for Financing of Purchases of Commercial Products and

Commercial Services (NOV 2021) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

___(57) 52.232-30, Installment Payments for Commercial Products and Commercial

Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

_X (58) 52.232-33, Payment by Electronic Funds Transfer— System for Award Management

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

___(59) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for

Award Management (JUL 2013) (31 U.S.C. 3332).

___(60) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

___(61) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

X (62) 52.242-5, Payments to Small Business Subcontractors (JAN 2017) (15 U.S.C.

637(d) (12)).

X (63)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV

2021) (46 U.S.C. 55305 and 10 U.S.C. 2631).

___(ii) Alternate I (APR 2003) of 52.247-64.

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

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

[ Contracting Officer check as appropriate.]

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

chapter 67.).

___(2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014)

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

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

Standards -- Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C.206 and 41 U.S.C. chapter 67).

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

chapter 67).

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___(5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (MAY 2014) (41 U.S.C. chapter 67).

___(6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (MAY 2014) (41 U.S.C. chapter 67).

___(7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (JAN 2022).

___(8) 52.222-62, Paid Sick Leave under Executive Order 13706 (JAN 2022) (E.O. 13706).

___(9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations.

(JUN 2020) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement.

Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial products or commercial services. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

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

3509).

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

4712)

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

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

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

(vi) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-238).

(vii) (A) 52.204-30, Federal Acquisition Supply Chain Security Act Orders – Prohibition (DEC 2023) (Pub. L. 115-390, title II).

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

(viii) 52.219-8, Utilization of Small Business Concerns (FEB 2024) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include -6 in lower tier subcontracts that offer subcontracting opportunities.

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

(x) 52.222-26, Equal Opportunity (SEP 2015) (E.O. 11246).

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

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

793).

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

(xiv) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

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

(xvi) (A) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

(B) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O. 13627).

(xvii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (MAY 2014) (41 U.S.C. chapter 67.)

(xviii) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (MAY 2014) (41 U.S.C. chapter 67)

(xix) 52.222-54, Employment Eligibility Verification (MAY 2022) (E. O. 12989).

(xx) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026

(JAN 2022).

(xxi) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O.

13706).

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

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

(xxiii) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xxiv) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (JUN 2020) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxv) 52.232-40, Providing Accelerated Payments to Small Business Contractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801). Flow down required in accordance with paragraph (d) of FAR clause 52.232-40.

(xxvi) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may include in its subcontracts for commercial products and commercial services a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of Clause)

Addendum

The following additional clauses are set forth in full text:

FAR 52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST (JUNE 2020)

(a) Definitions. As used in this clause—

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

(1) Planning acquisitions.

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

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

(4) Evaluating contract proposals.

(5) Awarding Government contracts.

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

(7) Terminating contracts.

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

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

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(1) An employee of the contractor; or

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

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

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

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

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

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

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

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

(iii) Gifts, including travel.

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

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

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

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

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

(v) Investment in the form of stock or bond ownership or partnership interest

(excluding diversified mutual fund investments);

(vi) Real estate investments

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

(viii) Business ownership and investment interests.

(b) Requirements. The Contractor shall—

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

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

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

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

(C) Gifts, including travel; and

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

(2) For each covered employee—

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

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

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

(3) Inform covered employees of their obligation-

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

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

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

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

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

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

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

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

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

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

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

(ii) A waiver of the requirement.

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

(3) The Contractor shall-

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

or

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

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

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

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

FAR 52.204-24 REPRESENTATION REGARDING CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT (NOV 2021)

The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services—Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications- Commercial Products or Commercial Services. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered

20 | P a g e telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3.

(a) Definitions. As used in this provision—

Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(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. Nothing in the prohibition shall be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

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

(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…