The Agreement DB101.pdf

GSA Contract No: Sol. Reference No.47PL0122R0022

PBS Governmentwide Multiple-Award IDIQ Contracts for General Construction with Design-Build Capabilities

To Support the Installation of Electric Vehicle Supply Equipment (EVSE) at Federal Agency Locations Throughout the United States Of America

The Agreement

Document: DB101-SB/March 2022 (The Agreement)

GSA Contract No: Sol. Reference No.47PL0122R0022

Table of Contents

I. Project Information A. Project Summary B. The Contract C. Period Of Performance D. Work Conditions/Site Requirements E. Authorized Representatives F. Contract Liquidated Damages Rate G. Buy American Exceptions H. Statement of Work, Specifications, Drawings, Exhibits, and Other Attachments

II. Prices A. Basis of Pricing B. Contract Price Form

III. Terms and Conditions A. Commencement, Prosecutions and Completion of Work B. Contractor Responsibilities C. Submittals D. Finality of Contract Modifications E. Liquidated Damages F. Insurance Requirements G. Order of Precedence H. Administrative Matters I. Non-Compliance with Contract Requirements J. Safeguarding Sensitive Data and Information Technology Resources K. Options and Allowances L. Additional Terms and Conditions

i. GSAR 552.236-77 Government's Right to Exercise Options (Mar 2019)

ii. FAR 52.251-1 Government Supply Sources (Apr 2012)

iii. FAR 52.216-32 Task-Order and Delivery-Order Ombudsman (Sept 2019) Alternate I (Sept 2019)

iv. FAR 52.216-18 Ordering (Aug 2020)

v. FAR 52.216-19 Order Limitations (Oct 1995)

vi. FAR 52.216-22 Indefinite Quantity (Oct 1995)

vii. On-ramping and Off-ramping

IV. Contract Clauses A. Clauses Incorporated in Full Text

1. FAR 52.223-2 Affirmative Procurement of Biobased Products Under Service and Construction Contracts (SEP 2013)

2. FAR 52.223-9 Estimate of Percentage of Recovered Material Content for EPA-Designated Items (MAY 08)

3. GSAR 552.204-9 Personal Identity Verification Requirements (JUL 2021)

4. GSAR 552.252-6 Authorized Deviations in Clauses (Deviation FAR 52.252-6)

(NOV 21)

Document: DB101-SB/March 2022

GSA Contract No: Sol. Reference No.47PL0122R0022

5. FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (NOV 21)

6. Buy American Requirements

7. FAR 52.228-11, Pledges of Assets (FEB 21) (DEVIATION APR 2020)

8. FAR 52.232-40, Providing Accelerated Payments to Small Business

Subcontractors (NOV 21)(DEVIATION APR 2020)

9. FAR 52.219-14, Limitations on Subcontracting (SEP 2021)

10. FAR 52.244-5, Competition in Subcontracting (DEC 96)

B. Clauses Incorporated by Reference C. Subcontract Requirements

Document: DB101-SB/March 2022

GSA Contract No: Sol. Reference No.47PL0122R0022

I. Project Information

I.A. Project Summary

The PBS Governmentwide indefinite delivery, indefinite quantity (IDIQ) contracts are established on a Geographic Zonal basis and are for use by any Federal Agency in both space under GSA’s jurisdiction, custody, or control or non-GSA controlled space.

These construction and design-build IDIQ contracts include architectural, engineering, construction, and other related services necessary to design and to construct electric vehicle supply equipment (EVSE) infrastructure improvements and installation, compliant with applicable codes.

Related services include, but are not limited to, feasibility studies, site assessments, site planning, utility coordination, relocation & connections, permitting, testing and inspection during construction, commissioning, and supporting the transition from construction to operations.

Construction and design-build services consist of interior and exterior building construction, and repair and alterations, including but not limited to: electrical, plumbing, mechanical, architectural, landscaping, exterior renovations, demolition services, abatement services (e.g., asbestos, lead, mold, and polychlorinated biphenyls (PCB)), earthwork, pavement repair, and other miscellaneous work.

The work to be performed under the terms of the IDIQ contracts includes, but is not limited to:

installation or modification of electrical service feeds, switchgear, switchboards, panelboards, transformers, conduit, cabling; trenching, coring, road surfaces such as asphalt, concrete and other types of pavement; renovations, site work, signage, new construction, wall partition construction; HVAC ductwork modification and install; lighting installation and modification;

modification of existing building fire sprinkler and fire alarm systems; and other such related work which would be outlined in Task Order and job drawings.

Refer to the Statement of Work for additional details.

I.B. The Contract

The Contract consists of the SF1442, the Agreement, the Statement of Work, Specifications, Drawings, Exhibits, Amendments, Modifications, and other Attachments identified herein (collectively, the Contract Documents). The Contract contains the entire agreement of the Parties, and no prior written or oral agreement, express or implied, shall be admissible to contradict or modify any part of the Contract.

(2) The Contractor shall provide and pay for all labor, materials, equipment, tools, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution of the work described in and reasonably inferable from the Contract Documents (the Work), Document: DB101-SB/March 2022

GSA Contract No: Sol. Reference No.47PL0122R0022 whether temporary or permanent. In consideration for, and upon condition of, the Contractor's completion of the Work, GSA shall pay the Contractor the price or prices established in Section II, subject to the terms and conditions set forth in this Contract.

I.C. Period of Performance

IDIQ Contract Period of Performance

(1) Term of Contract. The Contract will be for one (1) base year and four (4) option years, for a total of up to five (5) years.

(2) Extension of Services. The Government may require continued performance within the limits specified in the Contract. An extension of services up to six (6) months may be accomplished in accordance with FAR 52.217-8.

(3) Maximum Order Limitation. The individual Task Orders to be placed under the IDIQ contracts are generally anticipated to range in dollar value from approximately $50,000 up to $4,000,000.

However, Task Orders may be outside of this range. For each Geographic Zone, the aggregate maximum order limitation (MOL) for the entire duration of all contracts awarded is $500 million.

In other words, there is no single MOL per contractor or individual Task Order nor a single MOL per year, other than the MOL of the entire Geographic Zone.

(4) Minimum Guarantee. The government makes no representation as to the number of task orders or actual amount of work to be ordered; however, there is a minimum guarantee of $2,500 guaranteed to each awardee. The guaranteed minimum is for the base period only.

There is no guaranteed minimum for the option period (if exercised by the Government). If the Contractor receives a task order exceeding the minimum guarantee value during the base period, a unilateral modification will be issued to de-obligate the minimum guarantee from the base contract. If the Contractor does not receive a task order prior to the end of the base period, the Contractor may submit an invoice for the minimum guaranteed amount immediately following the expiration of the base period provided the contractor fully complied with the requirements of the Contract.

Task Order Period of Performance

(1) Commencement. The Contractor shall commence performance of the Work within 10 days after the Contractor receives the Notice to Proceed (NTP) unless another timeframe is specified by the Task Order Contracting Officer.

(2) Substantial Completion. The Contractor shall achieve Substantial Completion of the Work, as that term is defined in this Agreement, no later than * calendar days from issuance of Notice to Proceed (NTP).

*The number of calendar days for Substantial Completion will be specified by the Task Order Contracting Officer.

(3) Contract Completion. The Contractor shall achieve Contract Completion, as the term is defined in this Agreement, within 60 calendar days of Substantial Completion unless another timeframe is specified by the Task Order Contracting Officer.

Document: DB101-SB/March 2022

GSA Contract No: Sol. Reference No.47PL0122R0022

I.D. Work Conditions/Site Requirements Contractor will comply with project specific work conditions and site requirements that are identified in individual task orders.

I.E. Authorized Representatives

(1) This Contract is between the United States of America, acting by and through the Administrator of General Services (GSA), and the Contractor (the Parties). References in this Contract to "the Owner" or "the Government" shall be understood to refer either to GSA or to the ordering agency under an individual task order, as applicable . The following individual is designated as the only authorized GSA representative under this Contract, unless other warranted contracting officers are designated in writing:

Authorized Representative Information:

Contracting Officer’s Information

Name: Chris Towery

Address: 904 W. Riverside Ave, Room #135, Spokane, WA 99201

Telephone: 509-353-2461

Email: chris.towery@gsa.gov

(2) For the applicable authorities and limitations see Section IV of this Agreement, GSAR 552.236-70.

I.F. Contract Liquidated Damages Rate In accordance GSAR 552.211-12, Liquidated Damages – Construction, in Section IV of this Agreement , liquidated damages shall be calculated at the rate of $* per calendar day.

*Liquidated Damages, if applicable, will be established at the task order level.

I.G. Buy American Exceptions For the applicable Buy American clause and any exceptions, see Section IV of this Agreement.

I.H. Statement of Work, Specifications, Drawings, Exhibits, and Other Attachments

The following documents are incorporated by reference into this Contract.

(1) Statement of Work and associated attachments for GSA Contract No.__________________, Dated _____________

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GSA Contract No: Sol. Reference No.47PL0122R0022

II. Prices

II.A. Basis of Pricing

(1) Contract Prices . All Contract prices set forth in this Section include all costs necessary to complete the work for which the price is established (e.g., Base Contract, Unit Price, Options) in accordance with the Contract Documents, including, but not limited to, the cost of work performed by subcontractors and consultants, indirect costs, fees, expenses, taxes, and profit.

(2) Knowledge of Conditions Affecting Price . FAR 52.236-3, Site Investigations and Conditions Affecting the Work, is incorporated by reference in this Contract. The Contractor shall be presumed to have established all prices with knowledge of general and local conditions that may affect the cost of Contract performance at the site where the Work is to be performed, to the extent that such information is reasonably obtainable.

(3) Unit Prices and Allowances . If any portion of the Work is to be performed on a unit price basis, the Unit Price shall include all costs of coordinating and incorporating the unit-priced portion of the Work into the Base Contract Work. The Contractor shall only be obligated to perform unit-priced work to the extent that an Allowance has been established. The Contractor shall be obligated to perform such work in excess of a unit quantity for which an Allowance is established only if directed by the Contracting Officer in writing. The Contractor shall be bound to the unit price or prices set forth herein in all equitable adjustments for changes including unit priced work, and no markups shall be applied to such unit prices.

(4) Options . If any portion of the Work is to be performed upon the timely exercise of an Option, the Option Price shall include all costs of coordinating and incorporating the Option-priced portion of the Work into the Base Contract Work. An adjustment to the Contract price for such additional work shall be computed solely on the basis of the Option price or prices set forth herein. Unless otherwise specified, all options may be exercised within 90 days of Contract award.

(5) Bid Rates. If this Contract includes Bid Rates to be used in determination of equitable adjustments (e.g., overhead, profit, daily rates for time-related costs), such rates shall be deemed to include all costs recoverable as components of an equitable adjustment consistent with the requirements, definitions, and exclusions applicable to equitable adjustments set forth in this Contract, and consistent with the Contractor's cost accounting practices. Unless otherwise specified, the bid rates shall be deemed to include only the Contractor's costs, and not the costs of any subcontractors.

II.B. Contract Price Form

Refer to attachment “Supplemental SF1442 Pricing Sheet”.

III. Terms and Conditions

III.A. Commencement, Prosecution, and Completion of Work

Document: DB101-SB/March 2022

GSA Contract No: Sol. Reference No.47PL0122R0022

FAR 52.211-10, Commencement, Prosecution, and Completion of Work and GSAR 552.211-10, Commencement, Prosecution, and Completion of Work is supplemented as follows:

The Contractor shall diligently prosecute the Work so as to achieve Substantial Completion of the Work, as defined in GSAR 552.211-70 Substantial Completion (Mar 2019) and the time specified in Section I (Project Information), “Period of Performance” clause. If the Contract specifies different completion dates for different phases or portions of the Work, the Contractor shall diligently prosecute the Work so as to achieve Substantial Completion of such phases or portions of the Work within the times specified.

III.B. Contractor Responsibilities

GSAR 552.236-71, Contractor Responsibilities is located in Section IV.A. of this Agreement and is supplemented as follows:

(1) The Contractor shall secure and pay for all necessary permits and governmental fees, licenses, and inspections that are customarily secured after award of the Contract and that are legally required at the time of award. The Contractor shall provide a copy of the permits required for execution of the work to the Task Order Contracting Officer prior to commencement of any related work.

III.C. Submittals FAR 52.236-21, Specifications and Drawings for Construction, GSAR 552.236-73, Submittals located in Section IV.A. of the Agreement is supplemented as follows:

(1) The Contractor shall prepare and submit to the Task Order Contracting Officer shop drawings, samples, calculations, product information, mockups, and other submittals (collectively, "submittals") demonstrating compliance with Contract requirements for all Work components as specified elsewhere in this Contract.

III.D. Finality of Contract Modifications As set forth elsewhere in this Contract, the Contractor is entitled to additional consideration under certain conditions, including the issuance of change orders. It is the Contractor's duty to include in proposals for equitable adjustment or other consideration all compensation to which it may be entitled, including cost and time. Unless otherwise explicitly stated in a modification to the Contract providing such consideration, adjustments to the Contract price or time agreed upon therein shall be deemed to provide all compensation to which the Contractor is entitled, and shall constitute final settlement of the Contractor's entitlement to compensation on account of the change or other condition giving rise to the modification.

III.E. Liquidated Damages The Contractor acknowledges that time is of the essence for the performance of the Work, and that determining actual damages from delay would be extremely difficult and impractical. If the Contractor fails to achieve Substantial Completion of the Work in accordance with FAR 52.211-12, Liquidated Damages and GSAR 552.211-12, Liquidated Damages and the time specified in this Contract, the Contractor shall be liable to the Government for liquidated damages at the rate specified in Section I (Project Information), paragraph entitled, “ Liquidated Damages Rate, ” for each calendar day following the required completion date that the Work is not Substantially Complete.

Document: DB101-SB/March 2022

GSA Contract No: Sol. Reference No.47PL0122R0022

III.F. Insurance Requirements

(1) The Contractor shall obtain and maintain for the entire life of the Contract, in addition to any insurance required by law, the following minimum kinds and amounts of insurance required pursuant to FAR clause 52.228-5, Insurance – Work on a Government Installation, and GSAR 552.228-5, Government as Additional Insured.

(a) Workers' compensation insurance in the amount required by the jurisdiction in which the Contract is performed. The Contractor shall obtain Employers' liability coverage of at least $2,000,000. If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

(b) Broad form comprehensive commercial general liability insurance in the amount of at least $5,000,000 per occurrence. Such insurance shall include, but not be limited to, contractual liability, bodily injury and property damage.

(c) Comprehensive automobile liability covering the operation of all automobiles used in connection with performing the Contract in the amount of at least $1,000,000 per person and $2,500,000 per occurrence for bodily injury and $1,000,000 per occurrence for property damage.

(2) The Contractor shall promptly provide to the Task Order Contracting Officer proof that it has obtained insurance required by the Contract in the form of certificates of insurance. The Contractor shall submit to the Task Order Contracting Officer all renewal certificates issued during the life of this Contract immediately upon issuance.

III.G. Order of Precedence Different requirements within this Contract shall be deemed inconsistent only if compliance with both cannot be achieved. In case of inconsistency between Contract Documents, the following order of precedence shall apply:

(1) Section IV of the Agreement

(2) Sections I, II, and III of the Agreement

(3) The Statement of Work

(4) The Specifications

(5) The Drawings

III.H. Administrative Matters

(1) Project Meetings . The Contractor shall attend a preconstruction conference and shall participate in regularly scheduled Project meetings.

(2) Payments . FAR clause 52.232-5, Payments under Fixed-Price Construction Contracts, is supplemented by GSAR 552.232-5 Payments under Fixed-Price Construction Contracts located in Section IV.A. of this Agreement. In accordance with the relevant FAR and GSAR clauses, GSA requires the following data be included with each invoice:

Document: DB101-SB/March 2022

GSA Contract No: Sol. Reference No.47PL0122R0022

(a) Invoices shall be submitted electronically to the designated billing office specified in this Contract or in individual delivery/work orders. An electronic copy of the invoice shall be sent to the CO and COR as designated after award.

(b) Invoices must include the Account Document Number (ADN) assigned at award.

(c) The Contractor shall submit the following information or documentation with each invoice:

(i) Updated Schedule of Values upon which the payment request is based;

(ii) GSA Form 2419 - Certification of Progress Payments Under Fixed-Price Construction Contract;

(iii) The payment terms that apply for the particular services rendered

(iv) Additional documentation:

Will be provided in individual task orders.

(3) Prompt Payment . In accordance with FAR clause 52.232-27, the period for payments is as follows:

(a) Progress Payments: 14 days

(b) Subsequent Subcontractor Payments: 7 days

(4) Payment Information. The General Services Administration (GSA) makes information on contract payments available electronically at https://finance.ocfo.gsa.gov/. The Contractor may register at the site and review its record of payments. This site provides information only on payments made by GSA, not by other agencies.

(5) Security Clearances. Contractor shall comply with the following requirements pertaining to security clearances.

(a) All personnel performing work under the Contract on the Project site must obtain an Enter on Duty (EOD) determination before they will be granted access to the site.

(b) To obtain an EOD determination, Contractor shall submit for all such personnel fingerprints on Form SF87 and a completed Contractor Information Worksheet (CIW). Detailed information is available at:

https://www.gsa.gov/technology/government-it-initiatives/identity-credentials-and-access-manag e/how-contractors-obtain-a-gsa-access-card USAccess Credentialing Centers can be located at https://www.fedidcard.gov/find-usaccess-centers

(c) In addition, all such personnel who will be on site 6 months or longer must apply for and receive clearance in accordance with Homeland Security Presidential Directive 12 (HSPD-12). See Section IV, Contract Clauses , GSAR 552.204-9.

(6) Safeguarding and Dissemination of Controlled Unclassified Information (CUI) Building Information (This clause applies for facilities under the jurisdiction, custody and control of GSA.

Ordering agency requirements will be provided with each Task Order RFP, as applicable)

Document: DB101-SB/March 2022 (The Agreement) https://www.gsa.gov/technology/government-it-initiatives/identity-credentials-and-access-manage/how-contractors-obtain-a-gsa-access-card https://www.gsa.gov/technology/government-it-initiatives/identity-credentials-and-access-manage/how-contractors-obtain-a-gsa-access-card https://www.fedidcard.gov/find-usaccess-centers

GSA Contract No: Sol. Reference No.47PL0122R0022

This clause applies to all recipients of CUI building information (which falls within the CUI Physical Security category), including offerors, bidders, awardees, contractors, subcontractors, lessors, suppliers and manufacturers.

Marking CUI . Contractors must submit any contractor-generated documents that contain building information to GSA for review and identification of any CUI building information that may be included. In addition, any documents GSA identifies as containing CUI building information must be marked in accordance with the Order and the Marking Controlled Unclassified Information Handbook (the current version may be found at https://www.archives.gov/files/cui/20161206-cui-marking-handbook-v1-1.pdf ) before the original or any copies are disseminated to any other parties. If CUI content is identified, the CO may direct the contractor, as specified elsewhere in this contract, to imprint or affix CUI document markings (CUI) to the original documents and all copies, before any dissemination, or authorized GSA employees may mark the documents.

1. Authorized recipients .

a. Building information designated as CUI must be protected with access strictly controlled and limited to those individuals having a Lawful Government Purpose to access such information, as defined in 32 C.F.R. § 2002.4(bb). Those with such a Lawful Government Purpose may include Federal, state and local government entities, and non-governmental entities engaged in the conduct of business on behalf of or with GSA. Non-governmental entities may include architects, engineers, consultants, contractors, subcontractors, suppliers, utilities, and others submitting an offer or bid to GSA, or performing work under a GSA contract or subcontract.

Recipient contractors must be registered as “active” in the System for Award Management (SAM) database at www.sam.gov, and have a Lawful Government Purpose to access such information. If a subcontractor is not registered in the SAM database and has a Lawful Government Purpose to possess CUI building information in furtherance of the contract, the subcontractor must provide to the contractor its DUNS number or its tax ID number and a copy of its business license. The contractor must keep this information related to the subcontractor for the duration of the contract and subcontract.

b. All GSA personnel and contractors must be provided CUI building information when needed for the performance of official Federal, state, and local government functions, such as for code compliance reviews and the issuance of building permits. Public safety entities such as fire and utility departments may have a Lawful Government Purpose to access CUI building information on a case-by-case basis. This clause must not prevent or encumber the necessary dissemination of CUI building information to public safety entities.

2. Dissemination of CUI building information :

a. By electronic transmission . Electronic transmission of CUI information outside of the GSA network must use session encryption (or alternatively, file encryption) consistent with National Institute of Standards and Technology (NIST) SP 800- 171. Encryption must be through an

Document: DB101-SB/March 2022 (The Agreement) https://www.archives.gov/files/cui/20161206-cui-marking-handbook-v1-1.pdf

GSA Contract No: Sol. Reference No.47PL0122R0022 approved NIST algorithm with a valid certification, such as Advanced Encryption Standard or Triple Data Encryption Standard, in accordance with Federal Information Processing Standards Publication 140-2, Security Requirements for Cryptographic Modules, as required by GSA policy.

b. By nonelectronic form or on portable electronic data storage devices . Portable electronic data storage devices include CDs, DVDs, and USB drives. Nonelectronic forms of CUI building information include paper documents, photographs, and film, among other formats.

i. By mail. Contractors must only use methods of shipping that provide services for monitoring receipt such as track and confirm, proof of delivery, signature confirmation, or return receipt. CUI markings must not appear on the exterior of packages.

ii. In person. Contractors must provide CUI building information only to authorized recipients with a Lawful Government Purpose to access such information. Further information on authorized recipients is found in section 1 of this clause.

3. Record keeping . Contractors must maintain a list of all entities to which CUI is disseminated, in accordance with sections 2 and 3 of this clause. This list must include, at a minimum: (1) the name of the state, Federal, or local government entity, utility, or firm to which CUI has been disseminated; (2) the name of the individual at the entity or firm who is responsible for protecting the CUI building information, with access strictly controlled and limited to those individuals having a Lawful Government Purpose to access such information; (3) contact information for the named individual; and (4) a description of the CUI building information provided. Once “as built” drawings are submitted, the contractor must collect all lists maintained in accordance with this clause, including those maintained by any subcontractors and suppliers, and submit them to the CO. For Federal buildings, final payment may be withheld until the lists are received.

4. Safeguarding CUI documents . CUI building information (both electronic and paper formats) must be stored within controlled environments that prevent unauthorized access. GSA contractors and subcontractors must not take CUI building information outside of GSA or their own facilities or network, except as necessary for the performance of that contract. Access to the information must be limited to those with a Lawful Government Purpose for access.

5. Destroying CUI building information . When no longer needed, CUI building information must either be returned to the CO or destroyed in accordance with guidelines in NIST Special Publication 800-88, Guidelines for Media Sanitization.

6. Notice of disposal . The contractor must notify the CO that all CUI building information has been returned or destroyed by the contractor and its subcontractors or suppliers in accordance with paragraphs 4 and 5 of this clause, with the exception of the contractor's record copy. This notice must be submitted to the CO at the completion of the contract to receive final payment.

For leases, this notice must be submitted to the CO at the completion of the lease term.

Document: DB101-SB/March 2022

GSA Contract No: Sol. Reference No.47PL0122R0022

7. CUI security incidents . All improper disclosures or receipt of CUI building information must be immediately reported to the CO and the GSA Incident Response Team Center at gsa-ir@gsa.gov . If the contract provides for progress payments, the CO may withhold approval of progress payments until the contractor provides a corrective action plan explaining how the contractor will prevent future improper disclosures of CUI building information. Progress payments may also be withheld for failure to comply with any provision in this clause until the contractor provides a corrective action plan explaining how the contractor will rectify any noncompliance and comply with the clause in the future.

8. Subcontracts . The contractor and subcontractors must insert the substance of this clause in all subcontracts.

[End of clause]

III.I. Non-Compliance with Contract Requirements In the event the Contractor, after receiving written notice from the Contracting Officer of non-compliance with any requirement of this Contract, fails to initiate promptly such action as may be appropriate to comply with the specified requirement within a reasonable period of time, the Contracting Officer shall have the right to order the Contractor to stop any or all work under the Contract until the Contractor has complied or has initiated such action as may be appropriate to comply within a reasonable period of time. The Contractor will not be entitled to any extension of Contract time or payment for any costs incurred as a result of being ordered to stop work for such cause.

III.J. Safeguarding Sensitive Data and Information Technology Resources (This section applies for facilities under the jurisdiction, custody and control of GSA. Ordering agency requirements will be provided with each Task Order RFP, as applicable)

In accordance with FAR 39.105, this section is included in the contract. This section applies to all users of sensitive data and information technology (IT) resources, including awardees, contractors, subcontractors, lessors, suppliers and manufacturers. The following GSA policies must be followed.

These policies can be found at https://www.acquisition.gov/

1. CIO P 2100.1K GSA Information Technology (IT) Security Policy

2. CIO P 2100.2B GSA Wireless Local Area Network (LAN) Security

3. CIO 2100.3C Mandatory Information Technology (IT) Security Training Requirement for

Agency and Contractor Employees with Significant Security Responsibilities

4. CIO 2104.1A CIO CHGE 1 GSA Information Technology IT General Rules of Behavior

5. CIO 2105.1 C CHGE 1 GSA Section 508: Managing Electronic and Information

Technology for Individuals with Disabilities

6. CIO 2106.1 GSA Social Media Policy

7. CIO 2107.1 Implementation of the Online Resource Reservation Software

8. CIO 2160.4A Provisioning of Information Technology (IT) Devices

9. CIO 2162.1 Digital Signatures

10. CIO P 2165.2 GSA Telecommunications Policy

11. CIO P 2180.1 GSA Rules of Behavior for Handling Personally Identifiable Information

(Pll)

12. CIO 2182.2 Mandatory Use of Personal Identity Verification (PIV) Credentials

Document: DB101-SB/March 2022 (The Agreement) mailto:gsa-ir@gsa.gov https://www.acquisition.gov/

GSA Contract No: Sol. Reference No.47PL0122R0022

13. CIO P 1878.2A Conducting Privacy Impact Assessments (PIAs) in GSA

14. CIO IL-13-01 Mobile Devices and Applications

15. CIO 2102 Information Technology (IT) Integration Policy

16. HCO 9297.1 GSA Data Release Policy

17. HCO 9297.2B GSA Information Breach Notification Policy

18. ADM P 9732.1 D Suitability and Personnel Security

The contractor and subcontractors must insert the substance of this section in all subcontracts.

III.K. Options and Allowances

FAR 52.217-8, OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days of contract expiration .

(End of clause)

III.L. Additional Terms and Conditions

(i) (i) GSAR 552.236-77 Government's Right to Exercise Options (Mar 2019)

(a)The Government may exercise any option in writing in accordance with the terms and conditions of the contract within 30 days of contract expiration.

(b)If the Government exercises the option, the contract shall be considered to include this option clause.

(End of clause)

(ii) FAR 52.251-1 Government Supply Sources (Apr 2012)

The Contracting Officer may issue the Contractor an authorization to use Government supply sources in the performance of this contract. Title to all property acquired by the Contractor under such an authorization shall vest in the Government unless otherwise specified in the contract.

The provisions of the clause at FAR 52.245-1 , Government Property, apply to all property acquired under such authorization

(End of clause)

Document: DB101-SB/March 2022 (The Agreement) https://www.acquisition.gov/far/part-52#FAR_52_245_1

GSA Contract No: Sol. Reference No.47PL0122R0022

(iii) FAR 52.216-32 Task-Order and Delivery-Order Ombudsman (Sept 2019) Alternate I (Sept 2019)

(a) In accordance with 41 U.S.C. 4106 (g), the Agency has designated the following task-order and delivery-order Ombudsman for this contract. The Ombudsman must review complaints from the Contractor concerning all task-order and delivery-order actions for this contract and ensure the Contractor is afforded a fair opportunity for consideration in the award of orders, consistent with the procedures in the contract.

https://www.gsa.gov/policy-regulations/policy/acquisition-policy/gsa-ombudsman

(b) Consulting an ombudsman does not alter or postpone the timeline for any other process (e.g., protests).

(c) Before consulting with the Ombudsman, the Contractor is encouraged to first address complaints with the Task Order Contracting Officer for resolution. When requested by the Contractor, the Ombudsman may keep the identity of the concerned party or entity confidential, unless prohibited by law or agency procedure.

(d) Contracts used by multiple agencies.

(1) This is a contract that is used by multiple agencies. Complaints from Contractors concerning orders placed under contracts used by multiple agencies are primarily reviewed by the task-order and delivery-order Ombudsman for the ordering activity.

(2) The ordering activity has designated the following task-order and delivery-order Ombudsman for this order:

[ The ordering activity's contracting officer to insert the name, address, telephone number, and email address for the ordering activity's Ombudsman or provide the URL address where this information may be found. ]

(3) Before consulting with the task-order and delivery-order Ombudsman for the ordering activity, the Contractor is encouraged to first address complaints with the ordering activity's Contracting Officer for resolution. When requested by the Contractor, the task-order and delivery-order Ombudsman for the ordering activity may keep the identity of the concerned party or entity confidential, unless prohibited by law or agency procedure.

(End of clause)

(iv) FAR 52.216-18 Ordering (Aug 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from award through all option years (if exercised).

Document: DB101-SB/March 2022 (The Agreement) https://www.govinfo.gov/content/pkg/USCODE-2017-title41/html/USCODE-2017-title41-subtitleI-divsnC-chap41-sec4106.htm https://www.gsa.gov/policy-regulations/policy/acquisition-policy/gsa-ombudsman

GSA Contract No: Sol. Reference No.47PL0122R0022

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number;

or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of clause)

(v) FAR 52.216-19 Order Limitations (Oct 1995)

(a) Minimum order . When the Government requires supplies or services covered by this contract in an amount of less than $2,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order . The Contractor is not obligated to honor-

(1) Any order for a single item in excess of $500 million;

(2) Any order for a combination of items in excess of $500 million; or

(3) A series of orders that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract ( i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 calendar days after issuance, with written notice stating

Document: DB101-SB/March 2022 (The Agreement) https://www.acquisition.gov/far/part-52#FAR_52_216_21

GSA Contract No: Sol. Reference No.47PL0122R0022 the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

(vi) FAR 52.216-22 Indefinite Quantity (Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided , that the Contractor shall not be required to make any deliveries under this contract after the specified task order completion date.

(End of clause)

(vii) On-ramping and Off-ramping

Consistent with FAR 16.504(c)(1)(ii)(A), GSA has determined that it is in the Government’s best interest that at all times during the term of the IDIQ Contract, there remain an adequate number of contractors eligible to compete for Task Orders. Over time, the total number of contractors may fluctuate due to various reasons including industry consolidation, significant changes in the marketplace or advances in technology, general economic conditions, the Government's exercise of the off-ramp process, or other reasons.

Recognizing this, every year or on an as-needed basis, GSA intends to review the total number of IDIQ contractors participating at the Task Order level and determine whether it would be in the Government’s best interest to initiate on-ramping to add new IDIQ contractors to one or more of the Geographic Zones.

The basis of the competition during on-ramping may rely upon substantially the same methodology as in the original solicitation. However, GSA reserves the right to update the

Document: DB101-SB/March 2022

GSA Contract No: Sol. Reference No.47PL0122R0022 evaluation criteria with consideration to market conditions, the utility of the criteria, and the specific needs being sought through the on-ramping event.

The Government may implement technical refreshment of the scope and/or the labor categories consistent with the appropriate changes clause in order to improve performance or react to changes in technology, market changes, innovative processes, or techniques, for example.

Off-ramping provides flexibility to remove contractors that are no longer providing value because they are not actively competing for orders, no longer provide the innovative solutions desired, no longer providing satisfactory services or performance, or for other reasons.

GSA reserves the unilateral right to off-ramp contractors who are no longer needed to meet program objectives. Contractors may be off-ramped from new work even while continuing current work. Off-ramping methods may result from one of the following conditions:

A. Not exercising a contractor’s option B. GSA no longer having a requirement appropriate to the contractor’s skills, talents, size, or socio-economic status C. Debarment, Suspension, or Ineligibility as defined in FAR Subpart 9.4.

D. Termination as defined in FAR Part 49.

E. Failure to meet the standards of performance, deliverables, or compliances.

F. Taking any other action which may be permitted under the Master Contract’s terms and conditions.

The use of on-ramping and off-ramping is a discretionary unilateral authority of the Government.

The initial IDIQ contract awards will establish the periods of performance; any additional contracts awarded after the initial contracts will have the same period of performance and ultimate potential expiration date as the existing contracts.

IV. Contract Clauses

IV.A. Clauses Incorporated in Full Text

(1) FAR 52.223-2 Affirmative Procurement of Biobased Products Under Service and Construction Contracts (SEP 2013)

(a) In the performance of this contract, the contractor shall make maximum use of biobased products that are United States Department of Agriculture (USDA)-designated items unless—

(1) The product cannot be acquired—

(i) Competitively within a time frame providing for compliance with the contract performance schedule;

(ii) Meeting contract performance requirements; or

Document: DB101-SB/March 2022

GSA Contract No: Sol. Reference No.47PL0122R0022

(iii) At a reasonable price.

(2) The product is to be used in an application covered by a USDA categorical exemption (see 7 CFR 3201.3(e)). For example, all USDA-designated items are exempt from the preferred procurement requirement for the following:

(i) Spacecraft system and launch support equipment.

(ii) Military equipment, i.e., a product or system designed or procured for combat or combat-related missions.

(b) Information about this requirement and these products is available at BioPreferred .

(c) In the performance of this contract, the Contractor shall—

(1) Report to System Award Management , with a copy to the Task Order Contracting Officer, on the product types and dollar value of any USDA-designated biobased products purchased by the Contractor during the previous Government fiscal year, between October 1 and September 30; and

(2) Submit this report no later than—

(i) October 31 of each year during contract performance; and

(ii) At the end of contract performance.

(2) FAR 52.223-9 Estimate of Percentage of Recovered Material Content for EPA-Designated Items ( MAY 08)

(a) Definitions . As used in this clause—

“Postconsumer material” means a material or finished product that has served its intended use and has been discarded for disposal or recovery, having completed its life as a consumer item. Postconsumer material is a part of the broader category of “recovered material.”

“Recovered material” means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process.

(b) The Contractor, on completion of this Contract, shall—

(1) Estimate the percentage of the total recovered material content for EPA-designated item(s) delivered and/or used in contract performance, including, if applicable, the percentage of post-consumer material content; and

(2) Submit this estimate to the Task Order Contracting Officer.

(3) GSAR 552.204-9 Personal Identity Verification Requirements (JUL 2021)

(a) The contractor shall comply with GSA personal identity verification requirements, identified in the CIO P 2181.1 GSA HSPD–12 Personal Identity Verification and Credentialing Handbook, if contractor employees require access to GSA controlled facilities or information systems to perform contract requirements. The contractor can find the CIO policy and additional information at http://www.gsa.gov/hspd12 .

(b) The Contractor shall insert this clause in all subcontracts when the subcontractor is required to have access to a GSA-controlled facility or access to a GSA-controlled information system.

Document: DB101-SB/March 2022 (The Agreement) http://www.biopreferred.gov/ http://www.sam.gov/ http://www.gsa.gov/hspd12

GSA Contract No: Sol. Reference No.47PL0122R0022

(4) GSAR 552.252-6 Authorized Deviations in Clauses (NOV 21) (Deviation FAR 52.252-6) )

(a) Deviations to FAR clauses. This solicitation or contract identifies any authorized deviation to a Federal Acquisition Regulation (FAR) (48 CFR chapter 1) clause by—

(1) The addition of “(DEVIATION)” after the date of the FAR clause when an authorized deviation to a FAR clause is being used, and

(2) The addition of “(DEVIATION FAR (clause number))” after the date of the GSAR clause when a GSAR clause is being used in lieu of a FAR clause.

(b) Deviations to GSAR clauses. This solicitation or contract identifies any authorized deviation to a General Services Administration Acquisition Regulation (GSAR) (48 CFR chapter

5) clause by the addition of “(DEVIATION)” after the date of the clause.

(c) “Substantially the same as” clauses. Changes in wording of clauses prescribed for use on a “substantially the same as” basis are not considered deviations.

(5) FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (NOV 21)

(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

Document: DB101-SB/March 2022

GSA Contract No: Sol. Reference No.47PL0122R0022 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…