FA8723-20-F-9002_ELMS.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

2. CONTRACT NO.

GS35F0272V

3. AWARD/EFFECTIVE DATE

4. ORDER NUMBER

FA8723-20-F-9002

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY AFLCMC/HBQK CODE FA8723

10. THIS ACQUISITION IS 11. DELIVERY FOR

FOB DESTINATION

UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

UNRESTRICTED N

AFLCMC/HBQK

1050 E STEWART AVE

PETERSON AFB, CO 80914-2902

BENJAMIN D. SHELLEY (719)554-9300

BENJAMIN.SHELLEY.1@US.AF.MIL

SET ASIDE: % FOR

SMALL BUSINESS

HUBZONE SMALL BUSINESS 13a. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700) EMERGING SMALL BUSINESS

8(A) 13b. RATING

SERVICE DISABLED VET SB DO-C9

NAICS: 14. METHOD OF SOLICITATION

SIZE STANDARD: RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE S2206A

SEE Schedule DCMA BOSTON

495 SUMMER STREET

BOSTON MA 02210-2138

CASBOSTON@DCMA.MIL

SCD: C PAS: (NONE)

17a. CONTRACTOR/

OFFEROR

CODE 1JNV0 FACILITY

CODE 18a. PAYMENT WILL BE MADE BY CODE HQ0337

JACKPINE TECHNOLOGIES CORPORATION

2 MILL AND MAIN STE 640

MAYNARD MA 01754-2673

(978) 637-2923

DFAS COLUMBUS CENTER

DFAS-CO/NORTH ENTITLEMENT OPS

P.O. BOX 182317

COLUMBUS OH 43218-2317

TELEPHONE NO.

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

OFFER BELOW IS CHECKED SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See Schedule (Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

See Schedule

26 TOTAL AWARD AMOUNT (For Govt. Use Only) $685,000.00

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

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

28.

CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1 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 HEREIN.

29.

AWARD OF CONTRACT: REF. OFFER DATED . YOUR OFFER ON

SOLICITATION (BLOCK 5) INCLUDING ANY ADDITIONS OR CHANGES

WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: SEE

CONTINUATION.

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

DODIERK

31c. DATE SIGNED

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED _________________________________________________________________ 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

COMPLETE PARTIAL FINAL

PARTIAL FINAL

38. S/R ACCT NUMBER

39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print) 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE 42b. RECEIVED AT (Location)

42c. DATE REC’D (YY/MMM/DD) 42d. TOTAL CONTAINERS

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (REV. 4/2002)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212 ConWrite Version 7.3.2.0 Created 14 Sep 2020 8:25 PM

9/15/20Peter Walsh

SCHEDULE

This Task Order (TO) is for the service of data housing in order to maintain, sustain, improve, and add features for automated on-demand change management of documentation related to NCMC ITW/AA and Legacy Space C2, ELMS environments to meet requirements outlined in the Performance Work Statement (PWS) (Attachment 2). The existing vehicle this order will be placed against is GSA Contract # GS-35F-0272V, with a Period of Performance (PoP) of one base and one option year beginning 20 September 2020. This action is fully funded with certified funds for the base year.

This order is to be in accordance with (IAW) the GSA IT Schedule 70 Products Federal Supply Schedule.

All Terms and Conditions of the GSA IT Schedule 70 Products Federal Supply Schedule apply to this TO.

The effective date is the stamped mail date

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

0001 1 $100,000.00 Lot $100,000.00 Noun: FFP SERVICE - GOLD CAPACTIY PACKAGE

ACRN: AA

PR/MIPR: F3LADA0211A001 $100,000.00

PSC: D325

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1. The contractor shall provide services in accordance with Arcus Catalog FY20-21 CPU003, GOLD Capacity Package: Arcus cloud and security orchestration service and private DoD cloudspace. Access to library of assets and validation automation to design and deliver applications. Activity covered under Arcus umbrella ATO, up thru IL5. Service is available across the government. Site and systems are easily accessible from NIPR, DREN and/or commercial internet.

2. This is a Firm-Fixed-Price (FFP) Contract Line Item Number (CLIN).

Value: $100,000

3. The Period of Performance (PoP) is from 20 September 2020 to 19 September 2021.

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

0002 1 $154,000.00 Lot $154,000.00 Noun: FFP SERVICE - AWS CAPACITY PACKAGE

ACRN: AA

PR/MIPR: F3LADA0211A001 $154,000.00

PSC: D325

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1. The contractor shall provide services in accordance with Arcus Catalog FY20-21 CCU001, AWS Capacity Package: Arcus connected commercial cloud resources from AWS. Arcus site and systems are easily accessible from NIPR, DREN and/or commercial internet. Resource package allow for upfront billing and burn down with monthly reporting.

2. This is a Firm-Fixed-Price (FFP) Contract Line Item Number (CLIN).

Value: $154,000

0003 1 $2,500.00 Lot $2,500.00 Noun: FFP SERVICE - BRONZE STORAGE PACKAGE

ACRN: AA

PR/MIPR: F3LADA0211A001 $2,500.00

PSC: D325

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1. The contractor shall provide services in accordance with Arcus Catalog FY20-21 ADD001, BRONZE Storage Package: Storage service connected to users' Capacity Package to allow access from deployed systems. Used to augment storage requirements and provide persistence across user runs.

2. This is a Firm-Fixed-Price (FFP) Contract Line Item Number (CLIN).

Value: $2,500

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

0004 4 $7,500.00 Lot $30,000.00 Noun: FFP SERVICE - AM: ASSET DEVELOPMENT

ACRN: AA

PR/MIPR: F3LADA0211A001 $30,000.00

PSC: D325

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1. The contractor shall provide services in accordance with Arcus Catalog FY20-21 C003, Asset Development: Development of CONS3RT compatible software assets for automated deployment thru Arcus.

2. This is a Firm-Fixed-Price (FFP) Contract Line Item Number (CLIN).

Value: $30,000 ( quantity 4 @ $7,500)

0005 3 $10,000.00 Lot $30,000.00 Noun: FFP SERVICE - SYSTEM MANAGEMENT (S)

ACRN: AA

PR/MIPR: F3LADA0211A001 $30,000.00

PSC: D325

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1. The contractor shall provide services in accordance with Arcus Catalog FY20-21 CSS001-S, System Management (S): System administration on deployed systems, incl.

patch management, vulnerability assessment and policy enforcement. Delivery of latest IAVM, threat, warning information to customer; feedback from customer application to Tier 2 provider.

2. This is a Firm-Fixed-Price (FFP) Contract Line Item Number (CLIN).

Value: $30,000 (quantity 3 @ $10,000)

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

0006 1 $20,000.00 Lot $20,000.00 Noun: FFP SERVICE - ACCREDITATION UPDATE (L)

ACRN: AA

PR/MIPR: F3LADA0211A001 $20,000.00

PSC: D325

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1. The contractor shall provide services in accordance with Arcus Catalog FY20-21 PSS004-L, Accreditation Update (L): Update to accreditation package to support connectivity required for demonstrations, PlugTests, exercises and events in the cloud.

Perform security assessment, submit package, remediate per instructions from cyber security.

2. This is a Firm-Fixed-Price (FFP) Contract Line Item Number (CLIN).

Value: $20,000

0007 1 $2,500.00 Lot $2,500.00 Noun: CR SERVICE – TRAVEL

ACRN: AA

PR/MIPR: F3LADA0211A001 $2,500.00

PSC: D325

NSN: N - Not Applicable Contract type: S - COST Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1. This is a cost reimbursable CLIN while performing service efforts under this effort.

Travel will be reimbursed in accordance with Federal Acquisition Regulation (FAR) 31.205-6, with maximums that do not exceed the per diem rates in effect at the time of travel as set forth in the Joint Travel Regulation (JTR). The Contractor shall not incur travel expenses unless funding is available. General and Administrative (G&A) costs may be added as applicable. No profit or fee shall be added on reimbursable travel costs.

2. This is a cost reimbursable (CR) Contract Line Item Number (CLIN).

Cost (Not to Exceed (NTE)): $2,500

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

1001 OPTION CLIN

Noun: FFP SERVICE - GOLD CAPACITY PACKAGE OY1

PSC: D325

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1. The Contractor shall provide services in accordance with Arcus Catalog FY21-22 CPU003, GOLD Capacity Package: Arcus cloud and security orchestration service and private DoD cloudspace. Access to library of assets and validation automation to design and deliver applications. Activity covered under Arcus umbrella ATO, up thru IL5. Service is available across the government. Site and systems are easily accessible from NIPR, DREN and/or commercial internet.

2. This is a Firm-Fixed-Price (FFP) Contract Line Item Number (CLIN).

Value: $102,000

3. The Period of Performance (PoP) is from 20 September 2021 to 19 September 2022.

1002 OPTION CLIN

Noun: FFP SERVICE - AWS CAPACITY PACKAGE OY1

PSC: D325

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1. The contractor shall provide services in accordance with Arcus Catalog FY21-22 CCU001, AWS Capacity Package: Arcus connected commercial cloud resources from AWS. Arcus site and systems are easily accessible from NIPR, DREN and/or commercial internet. Resource package allow for upfront billing and burn down with monthly reporting.

2. This is a Firm-Fixed-Price (FFP) Contract Line Item Number (CLIN).

Value: $156,000

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

1003 OPTION CLIN

Noun: FFP SERVICE - BRONZE STORAGE PACKAGE OY1

PSC: D325

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1. The contractor shall provide services in accordance with Arcus Catalog FY21-22 ADD001, BRONZE Storage Package: Storage service connected to users' Capacity Package to allow access from deployed systems. Used to augment storage requirements and provide persistence across user runs.

2. This is a Firm-Fixed-Price (FFP) Contract Line Item Number (CLIN).

Value: $2,500

1004 OPTION CLIN

Noun: FFP SERVICE - AM: ASSET DEVELOPMENT OY1

PSC: D325

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1. The contractor shall provide services in accordance with Arcus Catalog FY21-22 C003, Asset Development: Development of CONS3RT compatible software assets for automated deployment thru Arcus.

2. This is a Firm-Fixed-Price (FFP) Contract Line Item Number (CLIN).

Value: $31,000 (quantity 4 @ $7,750)

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

1005 OPTION CLIN

Noun: FFP SERVICE - SYSTEM MANAGEMENT (S) OY1

PSC: D325

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1. The contractor shall provide services in accordance with Arcus Catalog FY21-22 CSS001-S, System Management (S): System administration on deployed systems, incl.

patch management, vulnerability assessment and policy enforcement. Delivery of latest IAVM, threat, warning information to customer; feedback from customer application to Tier 2 provider.

2. This is a Firm-Fixed-Price (FFP) Contract Line Item Number (CLIN).

Value: $31,500 (quantity 3 @ $10,500)

1006 OPTION CLIN

Noun: FFP SERVICE - ACCREDITATION UPDATE (L) OY1

PSC: D325

NSN: N - Not Applicable Contract type: S - COST Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1. The contractor shall provide services in accordance with Arcus Catalog FY21-22 PSS004-L, Accreditation Update (L): Update to accreditation package to support connectivity required for demonstrations, PlugTests, exercises and events in the cloud.

Perform security assessment, submit package, remediate per instructions from cyber security.

2. This is a Firm-Fixed-Price (FFP) Contract Line Item Number (CLIN).

Value: $20,500

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

1007 OPTION CLIN

Noun: CR SERVICE - TRAVEL OY1

PSC: D325

NSN: N - Not Applicable Contract type: S - COST Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1. This is a cost reimbursable CLIN while performing service efforts under this effort.

Travel will be reimbursed in accordance with Federal Acquisition Regulation (FAR) 31.205-6, with maximums that do not exceed the per diem rates in effect at the time of travel as set forth in the Joint Travel Regulation (JTR). The Contractor shall not incur travel expenses unless funding is available. General and Administrative (G&A) costs may be added as applicable. No profit or fee shall be added on reimbursable travel costs.

2. This is a cost reimbursable (CR) Contract Line Item Number (CLIN).

Cost (Not to Exceed (NTE)): $2,500

SHIP MARK TRANS

ITEM SUPPLIES SCHEDULE DATA QTY TO FOR PRI DATE

0001 1 FA8723 09 Sep 2020

Noun: FFP SERVICE - GOLD CAPACTIY PACKAGE

ACRN: AA

0002 1 FA8723

Noun: FFP SERVICE - AWS CAPACITY PACKAGE

ACRN: AA

0003 1 FA8723

Noun: FFP SERVICE - BRONZE STORAGE PACKAGE

ACRN: AA

0004 4 FA8723

Noun: FFP SERVICE - AM: ASSET DEVELOPMENT

ACRN: AA

0005 3 FA8723

Noun: FFP SERVICE - SYSTEM MANAGEMENT (S)

ACRN: AA

0006 1 FA8723

Noun: FFP SERVICE - ACCREDITATION UPDATE (L)

ACRN: AA

0007 1 FA8723

Noun: CR SERVICE – TRAVEL

ACRN: AA

Obligation ACRN Appropriation/Lmt Subhead/Supplemental Accounting Data Amount

AA $339,000.00

57 03400 300 87PE XXCX20 010000 57834 C3906F 503000 F03000

Funding breakdown: On CLIN 0001: $100,000.00 On CLIN 0002: $154,000.00 On CLIN 0003: $2,500.00 On CLIN 0004: $30,000.00 On CLIN 0005: $30,000.00 On CLIN 0006: $20,000.00 On CLIN 0007: $2,500.00

PR/MIPR: F3LADA0211A001 $339,000.00

Descriptive data:

FSR: 080491 PSR: B45106 DSR: 282018

F3LADA0211A001 - PR Complete

CONTRACT CLAUSES

1. FAR 52.202-01 DEFINITIONS (Jun 2020)

When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless--

(a) The solicitation, or amended solicitation, provides a different definition;

(b) The contracting parties agree to a different definition;

(c) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning;

(d) The word or term is defined in FAR part 31, for use in the cost principles and procedures; or

(e) The word or term defines an acquisition-related threshold, and if the threshold is adjusted for inflation as set forth in FAR 1.109(a), then the changed threshold applies throughout the remaining term of the contract, unless there is a subsequent threshold adjustment; see FAR 1.109(d).

2. FAR 52.203-07 ANTI-KICKBACK PROCEDURES (Jun 2020)

(a) Definitions.

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

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

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

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

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

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

"Subcontractor," as used in this clause, (1) means any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, materials, equipment, or services of any kind under a prime contract or a subcontract entered into in connection with such prime contract, and (2) includes any person who offers to furnish or furnishes general supplies to the prime Contractor or a higher tier subcontractor.

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

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

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

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

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

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

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

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

(4) The Contracting Officer may (i) offset the amount of the kickback against any monies owed by the United States under the prime contract and/or (ii) direct that the Prime Contractor withhold from sums owed a subcontractor under the prime contract the amount of the kickback. The Contracting Officer may order that monies withheld under subdivision (c)(4)(ii) of this clause be paid over to the Government unless the Government has already offset those monies under subdivision (c)(4)(i) of this clause. In either case, the Prime Contractor shall notify the Contracting Officer when the monies are withheld.

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

3. FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (Jun 2020)

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

Agency means executive agency as defined in Federal Acquisition Regulation (FAR) 2.101.

Covered Federal action means any of the following actions:

(1) Awarding any Federal contract.

(2) Making any Federal grant.

(3) Making any Federal loan.

(4) Entering into any cooperative agreement.

(5) Extending, continuing, renewing, amending, or modifying any Federal contract, grant, loan, or cooperative agreement.

Indian tribe and tribal organization have the meaning provided in section 4 of the Indian Self- Determination and Education Assistance Act (25 U.S.C. 450b) and include Alaskan Natives.

Influencing or attempting to influence means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal action.

Local government means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative organization, and any other instrumentality of a local government.

Officer or employee of an agency includes the following individuals who are employed by an agency:

(1) An individual who is appointed to a position in the Government under Title 5, United States Code, including a position under a temporary appointment.

(2) A member of the uniformed services, as defined in subsection 101(3), Title 37, United States Code.

(3) A special Government employee, as defined in section 202, Title 18, United States Code.

(4) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory Committee Act, Title 5, United States Code, appendix 2.

Person means an individual, corporation, company, association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit, or not for profit. This term excludes an Indian tribe, tribal organization, or any other Indian organization eligible to receive Federal contracts, grants, cooperative agreements, or loans from an agency, but only with respect to expenditures by such tribe or organization that are made for purposes specified in paragraph (b) of this clause and are permitted by other Federal law.

Reasonable compensation means, with respect to a regularly employed officer or employee of any person, compensation that is consistent with the normal compensation for such officer or employee for work that is not furnished to, not funded by, or not furnished in cooperation with the Federal Government.

Reasonable payment means, with respect to professional and other technical services, a payment in an amount that is consistent with the amount normally paid for such services in the private sector.

Recipient includes the Contractor and all subcontractors. This term excludes an Indian tribe, tribal organization, or any other Indian organization eligible to receive Federal contracts, grants, cooperative agreements, or loans from an agency, but only with respect to expenditures by such tribe or organization that are made for purposes specified in paragraph (b) of this clause and are permitted by other Federal law.

Regularly employed means, with respect to an officer or employee of a person requesting or receiving a Federal contract, an officer or employee who is employed by such person for at least 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract. An officer or employee who is employed by such person for less than 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such person for 130 working days.

State means a State of the United States, the District of Columbia, or an outlying area of the United States, an agency or instrumentality of a State, and multi-State, regional, or interstate entity having governmental duties and powers.

(b) Prohibition. 31 U.S.C. 1352 prohibits a recipient of a Federal contract, grant, loan, or cooperative agreement from using appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal actions. In accordance with 31 U.S.C. 1352, the Contractor shall not use appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the award of this contractor the extension, continuation, renewal, amendment, or modification of this contract.

(1) The term appropriated funds does not include profit or fee from a covered Federal action.

(2) To the extent the Contractor can demonstrate that the Contractor has sufficient monies, other than Federal appropriated funds, the Government will assume that these other monies were spent for any influencing activities that would be unallowable if paid for with Federal appropriated funds.

(c) Exceptions. The prohibition in paragraph (b) of this clause does not apply under the following conditions:

(1) Agency and legislative liaison by Contractor employees.

(i) Payment of reasonable compensation made to an officer or employee of the Contractor if the payment is for agency and legislative liaison activities not directly related to this contract.

For purposes of this paragraph, providing any information specifically requested by an agency or Congress is permitted at any time.

(ii) Participating with an agency in discussions that are not related to a specific solicitation for any covered Federal action, but that concern--

(A) The qualities and characteristics (including individual demonstrations) of the person's products or services, conditions or terms of sale, and service capabilities; or

(B) The application or adaptation of the person's products or services for an agency's use.

(iii) Providing prior to formal solicitation of any covered Federal action any information not specifically requested but necessary for an agency to make an informed decision about initiation of a covered Federal action;

(iv) Participating in technical discussions regarding the preparation of an unsolicited proposal prior to its official submission; and

(v) Making capability presentations prior to formal solicitation of any covered Federal action by persons seeking awards from an agency pursuant to the provisions of the Small Business Act, as amended by Pub.L. 95-507, and subsequent amendments.

(2) Professional and technical services.

(i) A payment of reasonable compensation made to an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action, if payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action.

(ii) Any reasonable payment to a person, other than an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action if the payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action. Persons other than officers or employees of a person requesting or receiving a covered Federal action include consultants and trade associations.

(iii) As used in paragraph (c)(2) of this clause, ``professional and technical services'' are limited to advice and analysis directly applying any professional or technical discipline (for examples, see FAR 3.803(a)(2)(iii)).

(iv) Requirements imposed by or pursuant to law as a condition for receiving a covered Federal award include those required by law or regulation and any other requirements in the actual award documents.

(3) Only those communications and services expressly authorized by paragraphs (c)(1) and (2) of this clause are permitted.

(d) Disclosure.

(1) If the Contractor did not submit OMB Standard Form LLL, Disclosure of Lobbying Activities, with its offer, but registrants under the Lobbying Disclosure Act of 1995 have subsequently made a lobbying contact on behalf of the Contractor with respect to this contract, the Contractor shall complete and submit OMB Standard Form LLL to provide the name of the lobbying registrants, including the individuals performing the services.

(2) If the Contractor did submit OMB Standard Form LLL disclosure pursuant to paragraph (d) of the provision at FAR 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions, and a change occurs that affects Block 10 of the OMB Standard Form LLL (name and address of lobbying registrant or individuals performing services), the Contractor shall, at the end of the calendar quarter in which the change occurs, submit to the Contracting Officer within 30 days an updated disclosure using OMB Standard Form LLL.

(e) Penalties.

(1) Any person who makes an expenditure prohibited under paragraph (b) of this clause or who fails to file or amend the disclosure to be filed or amended by paragraph (d) of this clause shall be subject to civil penalties as provided for by 31 U.S.C.1352. An imposition of a civil penalty does not prevent the Government from seeking any other remedy that may be applicable.

(2) Contractors may rely without liability on the representation made by their subcontractors in the certification and disclosure form.

(f) Cost allowability. Nothing in this clause makes allowable or reasonable any costs which would otherwise be unallowable or unreasonable. Conversely, costs made specifically unallowable by the requirements in this clause will not be made allowable under any other provision.

(g) Subcontracts.

(1) The Contractor shall obtain a declaration, including the certification and disclosure in paragraphs (c) and (d) of the provision at 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions, from each person requesting or receiving a subcontract under this contract that exceeds the threshold specified in FAR 3.808 on the date of subcontract award. The Contractor or subcontractor that awards the subcontract shall retain the declaration.

(2) A copy of each subcontractor disclosure form (but not certifications) shall be forwarded from tier to tier until received by the prime Contractor. The prime Contractor shall, at the end of the calendar quarter in which the disclosure form is submitted by the subcontractor, submit to the Contracting Officer within 30 days a copy of all disclosures. Each subcontractor certification shall be retained in the subcontract file of the awarding Contractor.

(3) The Contractor shall include the substance of this clause, including this paragraph (g), in any subcontract that exceeds the threshold specified in FAR 3.808 on the date of subcontract award.

4. FAR 52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST (Jun 2020)

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

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

(1) Planning acquisitions.

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

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

(4) Evaluating contract proposals.

(5) Awarding Government contracts.

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

(7) Terminating contracts.

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

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

(1) An employee of the contractor; or

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

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

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

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

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

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

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

(ii) Other employment or financial relationships (including seeking or negotiating for prospective 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--

(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--

(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).

5. FAR 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY

AGREEMENTS OR STATEMENTS (Jan 2017)

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

“Internal confidentiality agreement or statement” means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

“Subcontract” means any contract as defined in subpart 2.1 entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders.

“Subcontractor” means any supplier, distributor, vendor, or firm (including a consultant) that furnishes supplies or services to or for a prime contractor or another subcontractor.

(b) The Contractor shall not require its employees or subcontractors to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

(c) The Contractor shall notify current employees and subcontractors that prohibitions and restrictions of any preexisting internal confidentiality agreements or statements covered by this clause, to the extent that such prohibitions and restrictions are inconsistent with the prohibitions of this clause, are no longer in effect.

(d) The prohibition in paragraph (b) of this clause does not contravene requirements applicable to Standard Form 312 (Classified Information Nondisclosure Agreement), Form 4414 (Sensitive Compartmented Information Nondisclosure Agreement), or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(e) In accordance with 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) use of funds appropriated (or otherwise made available) is prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

(f) The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts under such contracts.

6. FAR 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (Aug 2020)

(a) Definitions. As used in this clause-

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

“Covered foreign country” means The People’s Republic of China.

“Covered telecommunications equipment or services” means-

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

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

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

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

“Critical technology” means-

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled-

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

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

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

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

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

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

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

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

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

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

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

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

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

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

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

(d) Reporting requirement.

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

(2) The Contractor…