II_01 2032H5-24-R-00019 RFP SailPoint.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF 152

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

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME 8. OFFER DUE DATE/

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

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

OFFEROR

CODE

FACILITY

CODE

CODE

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

OFFER

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

BELOW IS CHECKED

RFP IFB RFQ

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

5000191892

DATE

2032H5-24-R-00019

DATE

July 29, 2024

Alison M. Adamson

2050 100%

513210

150 Employees

See Attached Delivery Schedule

25. ACCOUNTING AND APPROPRIATION DATA

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

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

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

b. TELEPHONE NUMBER (No collect calls)

801-620-3437

The purpose of this RFP is to purchase Brand Named, SailPoint Identity IQ (IIQ) Module Maintenance

See Attached Schedule(s)

X

29. AWARD OF CONTRACT: REF.

Alison M Adamson

LOCAL TIME

August 12, 2024

Introduction

The Internal Revenue Service (IRS) anticipates awarding a firm fixed priced Contract for brand name SailPoint Identity IQ (IIQ) Module Operation and Maintenance Services.

Expected delivery date is September 30, 2024.

EVALUATION CRITERIA:

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

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

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

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

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

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

C. Vendor must provide authentic SailPoint.

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

Table of Contents

Section I - Overview

Section II - Performance Work Statement (PWS)

Section III - General and Administrative Information

Section IV - Clauses

Section V - Provisions

Section VI - Instructions to Quoters

Section VII - Evaluation Criteria

Attachments

Attachment 1 – SailPoint Price Schedule Template

Attachment 2 – SailPoint Past Performance Template

Attachment 3 – SailPoint Questions & Answers Template

Section I - Overview

The Internal Revenue Service (IRS) Information Technology (IT) Cybersecurity Organization, Architecture & Implementation (A&I) Division, Cybersecurity Solutions Development (CSD) Branch seeks an Original Equipment Manufacturer (OEM) or OEM- Authorized Reseller / Servicer to provide software maintenance and operational support for existing perpetual SailPoint® IdentityIQ™ (IIQ) modules and licenses at the Bureau level.

The IRS is seeking an experienced and reliable reseller of SailPoint Identity IQ (IIQ) Module Operation and Maintenance Services, focused on providing high quality service, with fast response and resolution time. The Government expects the selected partner(s) to provide aggressive volume-based discounts and to develop a mechanism for protecting or reducing prices throughout the designated contract term.

The IRS anticipates awarding a single Firm Fixed Price (FFP) contract. The vendor shall provide one (1) base year with two (2) option years of SailPoint Identity IQ (IIQ) Module Operation and Maintenance Services; IdentityIQ (IIQ) Platform base license and select modules for approximately 90,000 to 130,000 internal users (active correlated identities). Maintenance contract will provide corrective / remedial service in the event of a problem or incident. A 24/7/365 technical support model is required per the attached Performance Work Statement (PWS).

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

Section II – Performance Work Statement

SAILPOINT TECHNOLOGIES, INC. IDENTITYIQ (IIQ)

PLATFORM MODULES & MAINTENANCE

IRS IT CYBERSECURITY CONTINUOUS DIAGNOSTICS & MITIGATION PROGRAM

1. PURPOSE

The Internal Revenue Service (IRS) Information Technology (IT) Cybersecurity Organization, Architecture & Implementation (A&I) Division, Cybersecurity Solutions Development (CSD) Branch seeks an Original Equipment Manufacturer (OEM) or OEM-Authorized Reseller / Servicer to provide software maintenance and operational support for existing perpetual SailPoint® IdentityIQ™ (IIQ) modules and licenses at the Bureau level.

2. BACKGROUND

The IRS relies on IT systems to accomplish its mission. Implementation of modern cybersecurity capabilities is necessary to protect the integrity, confidentiality, and availability of Agency networks, systems, and other information assets against internal and external threats. The Department of Homeland Security (DHS) Cybersecurity Infrastructure and Security Agency (CISA) Continuous Diagnostics and Mitigation (CDM) Program is designed to support federal agencies in improving their respective security postures. The IRS IT Cybersecurity A&I Division leverages the DHS CDM Program in partnership with the Department of the Treasury (Treasury) to achieve Bureau compliance with existing and emerging federal information security requirements. Identity and Access Management (IAM) is one of five CDM Program areas. IAM capabilities safeguard access to digital assets by managing user account privileges, credentialing processes, authentication requirements, identity verification, and more.

Executive Order #14028 Improving the Nation’s Cybersecurity (12MAY21) directs federal agencies to advance security measures that significantly reduce the risk of successful cyberattacks against federal government digital infrastructure1. The Office of Management and Budget (OMB) subsequently released the federal Zero Trust strategy in M-22-09 Moving the U.S.

Government Toward Zero Trust Cybersecurity Principles (26JAN22). This strategy places significant emphasis on stronger enterprise identity and access controls; directs agencies to consolidate identity systems to enable enterprise-level management of identities. This centralized approach aids consistent application of monitoring and protections. It improves agencies’ knowledge of user activities, thereby facilitating better detection of anomalous behavior and allowing agencies to more uniformly enforce security policies that limit access, as well as quickly detect and act against anomalous behavior.

DHS has selected SailPoint Technologies, Inc. IdentityIQ (IIQ) to address CDM Program requirements for IAM and Privileged Account Management (PAM). The Department of the Treasury and IRS have aligned with DHS in adopting SailPoint IIQ as the brand-name identity security solution for their respective enterprises through inter-agency agreement (IAA).

1 OMB M-22-09 enumerates five core goals for federal agencies to reach, organized into pillars described within the Cybersecurity and Infrastructure Security Agency (CISA) Zero Trust Maturity Model (ZTMM 2.0, 11APR23).

3. SCOPE

The vendor shall provide operations and maintenance support for existing SailPoint Technologies, Inc. IdentityIQ (IIQ) Platform base license and select modules for approximately 90,000 to 130,000 internal users (active correlated identities). Maintenance contract will provide corrective / remedial service in the event of a problem or incident. A 24/7/365 technical support model is required.

The period of performance will be (1) Base Year (12 Months) to include (2) Option Years (12 Months Each) for software maintenance support.

4. TECHNICAL REQUIREMENTS

The Original Equipment Manufacturer (OEM) is SailPoint Technologies, Inc. The vendor must be the OEM or an OEM-authorized reseller or servicer. Where possible / appropriate, the IRS Cybersecurity A&I Division CSD Brach prefers to contract with DHS CISA Approved Product List (APL) vendors.

IRS uses SailPoint 8.4 and leverages Department of the Treasury vehicles for some licenses and modules. Modules serviced under this scope of work have been purchased under a perpetual licensing agreement for Bureau-level use.

The vendor will provide patches and upgrades as required to maintain full functionality and alignment with Agency mission requirements. Firmware and software patches and updates shall be made available to the Government aligned with the OEM’s release schedule. The vendor shall provide technical support for software patches and technical support documentation; points of contact to timely address all issues, including phone numbers and availability schedules for technical support. The vendor shall provide the Government emergency fixes timely.

The vendor shall provide instruction / training for licenses procured through the eLearning OnDemand Portal.

The operations and maintenance plan will cover, at minimum, the following software modules / licenses:

Required Product Table:

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

CLIN Manufacture / Product Description Qty OEM PART

SailPoint Technologies, Inc. IdentityIQ Base License (Identity Warehouse, Role Modeling, Policy Making, Risk Modeling, All Generally Available Connectors, Identity Intelligence Including Dashboards, Reporting, Unlimited Instances for Development, Test, and High Availability Environments to Support the Production Instance) N/A

IIQ-BASE

SailPoint Technologies, Inc. IdentityIQ Lifecycle Manager (LCM) Module - Price Per Internal User Identity Cube (Self Service Access Request, Automated N/A

IIQ-LCM IU

Lifecycle Event Management, Process Assembler and Preventative Policy Enforcement)

SailPoint Technologies, Inc. IdentityIQ Privileged Account Management (PAM) Module (Centralized Administration, Open Integration with Third Party PAM Solutions, Privileged Account Visibility and Controls N/A

IIQ-PAM

0004 SailPoint Technologies, Inc. IdentityIQ Mainframe Integration Module (RACF) N/A

IIQ-MF-RF

Table 2 – Option Period 1: September 30, 2025 through September 29, 2026 CLIN Manufacture / Product Description Qty OEM PART

SailPoint Technologies, Inc. IdentityIQ Base License (Identity Warehouse, Role Modeling, Policy Making, Risk Modeling, All Generally Available Connectors, Identity Intelligence Including Dashboards, Reporting, Unlimited Instances for Development, Test, and High Availability Environments to Support the Production Instance) N/A

IIQ-BASE

SailPoint Technologies, Inc. IdentityIQ Lifecycle Manager (LCM) Module - Price Per Internal User Identity Cube (Self Service Access Request, Automated Lifecycle Event Management, Process Assembler and Preventative Policy Enforcement) N/A

IIQ-LCM IU

SailPoint Technologies, Inc. IdentityIQ Privileged Account Management (PAM) Module (Centralized Administration, Open Integration with Third Party PAM Solutions, Privileged Account Visibility and Controls N/A

IIQ-PAM

1004 SailPoint Technologies, Inc. IdentityIQ Mainframe Integration Module (RACF) N/A

IIQ-MF-RF

Table 3 – Option Period 2: September 30, 2026 through September 29, 2027 CLIN Manufacture / Product Description Qty OEM PART

SailPoint Technologies, Inc. IdentityIQ Base License (Identity Warehouse, Role Modeling, Policy Making, Risk Modeling, All Generally Available Connectors, Identity Intelligence Including Dashboards, Reporting, Unlimited Instances for Development, Test, and High Availability Environments to Support the Production Instance) N/A

IIQ-BASE

SailPoint Technologies, Inc. IdentityIQ Lifecycle Manager (LCM) Module - Price Per Internal User Identity Cube (Self Service Access Request, Automated Lifecycle Event Management, Process Assembler and Preventative Policy Enforcement) N/A

IIQ-LCM IU

SailPoint Technologies, Inc. IdentityIQ Privileged Account Management (PAM) Module (Centralized Administration, Open Integration with Third Party PAM Solutions, Privileged Account Visibility and Controls N/A

IIQ-PAM

2004 SailPoint Technologies, Inc. IdentityIQ Mainframe Integration Module (RACF) N/A

IIQ-MF-RF

The vendor shall provide a base year of support and provide the Government an opportunity to exercise (2) additional years support within the award. The Government will have up to (30) calendar days to provide a written acceptance or rejection of any software and documentation provided. The government will base acceptance on the successful, error-free execution and functioning of any software.

1 SPT-STD BNDL Base Year Standard Maintenance & Support for All Items 1 SPT-STD BNDL Option Year 1 Standard Maintenance & Support for All Items 1 SPT-STD BNDL Option Year 2 Standard Maintenance & Support for All Items

5. PERIOD OF PERFORMANCE

Base Period 09/30/2024-09/29/2025 (12 Months) Option Period 1 09/30/2025-09/29/2026 (12 Months) Option Period 2 09/30/2026-09/29/2027 (12 Months)

CLINs Required Delivery Date 0001 through 0004 September 30, 2024 1001 through 0004 September 30, 2025 2001 through 0004 September 30, 2026

6. CONTRACT TYPE

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

7. Delivery Address:

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

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

The items are to be delivered to the following address below:

Treasury, Internal Revenue Service 250 Murall Dr, Kearneysville, WV 25430 Deliver To: Duncan Hays (OS: IT:C:AI:CSD:SPD) C/o Richard Carson Carson, Richard.C.Carson@irs.gov, 304.670.5876 Alt C/o Aaron Liu, Aaron.T.Liu@irs.gov

Additional information:

Ford, Shanelle (C0R)

(240) 613-9316) shanelle.ford@irs.gov

8. Shipping:

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

9. Other Special Considerations:

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

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

Example:

RDS,Treasury, Internal Revenue Service 250 Murall Dr, Kearneysville, WV 25430 Deliver To: Duncan Hays (OS: IT:C:AI:CSD:SPD) C/o Richard Carson Carson, Richard.C.Carson@irs.gov, 304.670.5876 Alt C/o Aaron Liu, Aaron.T.Liu@irs.gov mailto:Aaron.T.Liu@irs.gov mailto:shanelle.ford@irs.gov mailto:Aaron.T.Liu@irs.gov

Section III – General & Administrative

Information

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

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

Contracting Officer (CO) is:

Name:

Email:

Alison M Adamson alison.m.adamson@irs.gov

Contract Specialist: (CS) is:

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

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

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

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

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

2. Contracting Officer Representative (COR)

Contracting Officer Representative (COR): Shanelle Ford

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

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

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

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

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

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

Technical direction may not be used to:

1) Assign additional work under the contract.

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

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

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

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

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

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

1) Rescinded in its entirety; or

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

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

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

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

Section IV – Clauses

Clauses and Provisions Applicable to this Solicitation

52.252-2 Clauses Incorporated by Reference (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): www.acquisition.gov

(End of clause)

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

Transactions

(JUN 2020)

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

Maintenance (Aug 2020)

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

Products and Commercial Services (Dec 2022)

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

(Dec 2016)

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

Copyright Infringement (Jun 2020)

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

Subcontractors (Nov 2021) http://www.acquisition.gov/

The following clauses are incorporated by full text:

52.203-7 Anti-Kickback Procedures (Jun 2020)

(a) Definitions.

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

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

Prime contract, as used in this clause, means a contract or contractual action entered into by the UnitedStates 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 theUnited States.

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

Subcontract, as used in this clause, means a contract or contractual action entered into by a prime Contractoror 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 tofurnish 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 primeContractor 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 contractingagency 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 mayorder that monies withheld under subdivision (c)(4)(ii) of this clause be paid over to the Government unless the Government has already offset those monies under subdivision (c)(4)(i) of this clause.

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

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

(End of Clause)

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

(a) Definitions. As used in this clause -

Acquisition function closely associated with inherently governmental functions means supporting or providingadvice 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, incentiveplans, and evaluation criteria.

(4) Evaluating contract proposals.

(5) Awarding Government contracts.

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

(7) Terminating contracts.

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

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

(1) An employee of the contractor; or

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

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

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

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

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

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

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

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

(iii) Gifts, including travel.

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

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

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

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

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

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

(vi) Real estate investments;

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

(viii) Business ownership and investment interests.

(b) Requirements. The Contractor shall -

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

(i) Obtaining and maintaining from each covered employee, when the employee is initially assigned to the taskunder 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 thetask 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 anytask under the contract for which the Contractor has identified a personal conflict of interest for the employee that the Contractor or employee cannot satisfactorily prevent or mitigate in consultation with the contracting agency;

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

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

(3) Inform covered employees of their obligation -

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

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

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

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

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

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

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

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

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

(c) Mitigation or waiver.

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

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

(ii) A waiver of the requirement.

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

(3) The Contractor shall -

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

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

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

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

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

(End of clause)

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

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

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

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

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

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

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

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

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

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

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

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

3509).

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

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

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

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

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. 117-328).

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

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

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

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

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).

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).

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

(17) [Reserved]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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).

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

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

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

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, Equal Opportunity 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).

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

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

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

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

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

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

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

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

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

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

8259b).

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

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

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

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

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

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

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

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

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

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

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

(ii) Alternate I [Reserved].

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

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

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

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

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

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

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

5150).

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

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

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

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

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

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

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

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

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

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

637(d)(13)).

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

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

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

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

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

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

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

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

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

chapter 67).

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

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