1331L519R13OS0005_BAS_Draft_RFP.pdf

Business Application Solutions RFP No. 1331L519R13OS0005

DEPARTMENT OF COMMERCE

ENTERPRISE SERVICES-ACQUISITION

REQUEST FOR PROPOSAL FOR

BUSINESS APPLICATIONS SOLUTION

FOR THE

OFFICE OF THE CHIEF FINANCIAL OFFICER,

OFFICE OF THE SECRETARY

Table of Contents

SECTION A ‐ STANDARD FORM 1449

SECTION B ‐ SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 GENERAL

B.2 BASE AND OPTION PERIODS

B.3 CONTRACT TYPE

B.4 PRICES/COSTS

SECTION C ‐ DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

SECTION D ‐ PACKAGING AND MARKING

SECTION E ‐ INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE

E.2 CLAUSES INCORPORATED IN FULL TEXT

E.3 SCOPE OF INSPECTION

SECTION F ‐ DELIVERIES AND PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE

F.2 CLAUSES INCORPORATED IN FULL TEXT

F.3 PLACE OF PERFORMANCE

F.4 SCHEDULE OF DELIVERABLES

F.5 GOVERNMENT RIGHTS TO DELIVERABLES

F.6 TIMELY NOTICE TO THE GOVERNMENT OF PERFORMANCE DELAYS

SECTION G ‐ CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED IN FULL TEXT

G.2 INTER‐RELATIONSHIPS OF CONTRACTORS

G.3 NON‐PERSONAL SERVICES

G.4 AUTHORIZATION OF GOVERNMENT PAID TRAVEL

G.5 SUBMITTAL OF INVOICES

SECTION H ‐ SPECIAL CONTRACT REQUIREMENTS

H.1 CLAUSES INCORPORATED BY REFERENCE

H.2 CLAUSES INCORPORATED IN FULL TEXT

H.3 HARMLESS FROM LIABILITY

H.4 CONTRACTOR IDENTIFICATION RESPONSIBILITIES

H.5 NOTICE REQUIREMENT

H.6 POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

H.7 INCORPORATION OF SUBCONTRACTING PLAN

H.8 SUBCONTRACT REPORTS

H.9 REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFEROR

H.10 OBSERVANCE OF LEGAL HOLIDAYS AND EXCUSED ABSENCE

H.11 POST AWARD CONFERENCE

H.12 UNAUTHORIZED INSTRUCTIONS FROM GOVERNMENT PERSONNEL

H.13 CONTRACTOR COMMITMENTS, WARRANTIES, AND REPRESENTATIONS

H.14 ENGINEERING CHANGES

H.15 NOTICE OF PARTICIPATION OF NON‐GOVERNMENT PERSONNEL

H.16 SUPPLY CHAIN RISK MANAGEMENT REQUIREMENTS

H.17 TRAINING

H.18 INTERRELATIONSHIPS OF CONTRACTORS

SECTION I ‐ CONTRACT CLAUSES

I.1 CLAUSES INCORPORATED BY REFERENCE

I.2 CLAUSES INCORPORATED IN FULL TEXT

SECTION J ‐ LIST OF ATTACHMENTS

J.1 PERFORMANCE WORK STATEMENT

J.2 PRICE SCHEDULE

J.3 LABOR CATEGORY DESCRIPTIONS

J.4 RFP QUESTION AND COMMENT TEMPLATE

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K.1 PROVISIONS INCORPORATED BY REFERENCE

SECTION L ‐ INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L.1 PROVISIONS INCORPORATED BY REFERENCE

L.2 PROVISIONS INCORPORATED IN FULL TEXT

L.2 PROPOSAL PREPARATION COSTS

L.3 NEWS RELEASES

L.4 COMMUNICATIONS AND QUESTIONS

L.5 PROPOSAL SUBMISSION INSTRUCTIONS

L.5.1 GENERAL FORMAT INSTRUCTIONS

L.5.2 SPECIFIC INSTRUCTIONS

L.6 PROPOSAL SUBMISSION REQUIREMENTS AND NUMBER OF COPIES

U.S. Department of Commerce

L.7 PROPOSAL DUE DATE AND TIME

SECTION M ‐ EVALUATION FACTORS FOR AWARD

M.1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE

M.2 BASIS FOR AWARD

M.2.1 CAR 1352.215‐74 BEST VALUE EVALUATION (APR 2010)

M.2.2 CAR 1352.215‐75 EVALUATION CRITERIA (APR 2010)

M.3 SUPPLY CHAIN RISK ASSESSMENT EVALUATION

SECTION A ‐ STANDARD FORM 1449

SECTION B ‐ SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 GENERAL

The Department of Commerce, Office of Financial Management (OFM) has a requirement for full system development life cycle (SDLC) services in implementing and maintaining a Business Applications Solution (BAS) including Core Financial Management, Acquisition Management, Property Management, Enterprise Data Warehouse and Business Intelligence reporting, Data Archiving and all related administrative system interfaces in accordance with the Performance Work Statement (Attachment J.1).

The North American Industry Classification System (NAICS) code associated with this requirement is 541512 – Computer Systems Design Services.

B.2 BASE AND OPTION PERIODS

This contract consists of a base period of one (1) year and nineteen (19) option years. This is not a multi‐year contract as defined in FAR 17.103.

B.3 CONTRACT TYPE

This is a performance based, commercial item contract with Firm‐Fixed‐Price and Time‐and‐ Material/Labor Hour pricing arrangements.

B.4 PRICES/COSTS

Pricing applicable to performance is contained in the Price Schedule (Attachment TBD). Firm‐ Fixed pricing is established applicable to implementation and hosting O&M services including Software as a Service (SaaS) line items. Enterprise Application Software (EAS) migration, enhancement support, transition support services and other requirements subject to variation during implementation and operations and maintenance over the life of the contract will be separately priced using Labor Categories and Hourly Rates as incorporated in the contract.

(End of Section B)

SECTION C ‐ DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

All services performed under this contract shall be provided as defined within this contract and any subsequent contract modification(s) the Performance Work Statement and additional attachments as identified and incorporated in Section J.

(End of Section C)

SECTION D ‐ PACKAGING AND MARKING

The Contract Number shall be placed on or adjacent to all exterior mailing or shipping labels of deliverable items called for by the contract.

(End of Section D)

SECTION E ‐ INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE

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

http://farsite.hill.af.mil/ https://www.acquisition.gov

52.246‐2 INSPECTION OF SUPPLIES‐‐FIXED PRICE (AUG 1996)

52.246‐4 INSPECTION OF SERVICES‐‐FIXED‐PRICE (AUG 1996)

52.246‐6 INSPECTION OF SERVICES‐‐TIME AND MATERIAL OR LABOR HOUR (MAY 2010)

E.2 CLAUSES INCORPORATED IN FULL TEXT

1352.246‐70 PLACE OF ACCEPTANCE (APR 2010)

(a) The Contracting Officer or the duly authorized representative will accept supplies and services to be provided under this contract.

(b) Unless otherwise designated by the COR, the place of acceptance will be:

U.S. Department of Commerce Office of Financial Management CBS Solutions Center (CSC) 209 Perry Parkway, Suite 5 Gaithersburg, MD 20877‐2143

E.3 SCOPE OF INSPECTION

The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance.

The Government shall perform inspections and tests in a manner that will not unduly delay the work.

All deliverables will be inspected for content, completeness, accuracy and conformation to contract requirements by the COR. Inspection may include validation of information or software through the use of automated tools and/or testing of the deliverables. The scope and nature of testing will be sufficiently comprehensive to ensure the completeness, quality and adequacy of all deliverables.

(End of Section E) https://www.acquisition.gov/

SECTION F ‐ DELIVERIES AND PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE

This contract incorporates one or more clauses by reference, with the same force and effect as

52.242‐15 STOP‐WORK ORDER (AUG 1989)

52.242‐17 GOVERNMENT DELAY OF WORK (APR 1984)

52.247‐34 F.O.B. DESTINATION (NOV 1991)

F.2 CLAUSES INCORPORATED IN FULL TEXT

1352.270‐70 PERIOD OF PERFORMANCE (APR 2010)

(a) The base period of performance of this contract is from May 1, 2020 through April 30, 2021. If an option is exercised, the period of performance shall be extended through the end of that option period.

(b) The option periods that may be exercised are as follows:

Period Start Date End Date Option 1 May 1, 2021 April 30, 2022 Option 2 May 1, 2022 April 30, 2023 Option 3 May 1, 2023 April 30, 2024 Option 4 May 1, 2024 April 30, 2025 Option 5 May 1, 2025 April 30, 2026 Option 6 May 1, 2026 April 30, 2027 Option 7 May 1, 2027 April 30, 2028 Option 8 May 1, 2028 April 30, 2029 Option 9 May 1, 2029 April 30, 2030 Option 10 May 1, 2030 April 30, 2031 Option 11 May 1, 2031 April 30, 2032 Option 12 May 1, 2032 April 30, 2033 Option 13 May 1, 2033 April 30, 2034 Option 14 May 1, 2034 April 30, 2035 Option 15 May 1, 2035 April 30, 2036 Option 16 May 1, 2036 April 30, 2037 Option 17 May 1, 2037 April 30, 2038 Option 18 May 1, 2038 April 30, 2039 Option 19 May 1, 2039 April 30, 2040

(c) The notice requirements for unilateral exercise of option periods are set out in FAR 52.217‐ 9.

F.3 PLACE OF PERFORMANCE

The requirements of this contract shall be performed at multiple locations within the United States including, but not limited to, the following locations:

• The contractor’s facilities

• Department of Commerce, Office of the Secretary locations

• National Oceanic and Atmospheric Administration (NOAA) locations

• National Institute of Standards and Technology (NIST) locations

• Census Bureau locations

• Other Department of Commerce locations as required

F.4 SCHEDULE OF DELIVERABLES

All deliverables, including administrative deliverables required during the period of performance of this contract, shall be in accordance with the terms and conditions of the contract.

For purposes of delivery, all deliverables shall be made by close of business (COB) 4:30 P.M.

local time at the destination, Monday through Friday, unless stated otherwise.

All deliverables submitted in electronic format shall be free of any known computer virus or defects. If a virus or defect is found, the initial deliverable shall not be accepted. A replacement file shall be provided within two (2) business days after notification.

Any failure of the Contractor to adhere to a delivery schedule or deliverable requirement may be reflected in the Contractor’s past performance report.

F.5 GOVERNMENT RIGHTS TO DELIVERABLES

All deliverables provided under this contract become the property of the U.S. Government.

F.6 TIMELY NOTICE TO THE GOVERNMENT OF PERFORMANCE DELAYS

In the event the Contractor encounters difficulty in meeting performance requirements, or when it anticipates difficulty in complying with the contract delivery schedule or completion date, or as soon as the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately notify the COR and CO, in writing.

This notification shall give pertinent details, but this data shall be informational only in character; this term shall not be construed as a waiver by the Government of any delivery schedule or date, or any rights or remedies provided by law or under this contract.

(End of Section F)

SECTION G ‐ CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED IN FULL TEXT

1352.201‐70 CONTRACTING OFFICER'S AUTHORITY (APR 2010)

The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this contract, and, notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the contractor makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract terms and conditions, including price.

1352.201‐72 CONTRACTING OFFICER’S REPRESENTATIVE (COR) (APR 2010)

(a) (To Be Identified at Time of Award) is hereby designated as the Contracting Officer’s Representative (COR). The COR may be changed at any time by the Government without prior notice to the contractor by a unilateral modification to the contract.

Address:

Phone Number:

Email:

(b) The responsibilities and limitations of the COR are as follows:

(1) The COR is responsible for the technical aspects of the contract and serves as technical liaison with the contractor. The COR is also responsible for the final inspection and acceptance of all deliverables and such other responsibilities as may be specified in the contract.

(2) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes which affect the contract price, terms or conditions. Any contractor request for changes shall be referred to the Contracting Officer directly or through the COR. No such changes shall be made without the express written prior authorization of the Contracting Officer. The Contracting Officer may designate assistant or alternate COR(s) to act for the COR by naming such assistant/alternate(s) in writing and transmitting a copy of such designation to the contractor.

1352.237‐74 PROGRESS REPORTS (APR 2010)

The contractor shall submit, to the Government, a progress report one (1) month after the effective date of the contract, and every month thereafter during the period of performance.

The contractor shall deliver progress reports that summarize the work completed during the performance period, the work forecast for the following period, and state the names, titles and number of hours expended for each of the contractor’s professional personnel assigned to the contract, including officials of the contractor. The report shall also include any additional information – including findings and recommendations – that may assist the Government in evaluating progress under this contract. The first report shall include a detailed work outline of the project and the contractor’s planned phasing of work by reporting period.

1352.245‐70 GOVERNMENT FURNISHED PROPERTY (APR 2010)

The Government will provide the following item(s) (To Be Determined at Time of Award and of Government property to the contractor. The contractor shall be accountable for, and have stewardship of, the property in the performance of this contract. This property shall be used and maintained by the contractor in accordance with provisions of the “Government Property” clause included in this contract.

G.2 INTER‐RELATIONSHIPS OF CONTRACTORS

DOC and/or other Government agencies may have entered into contractual agreements in order to provide professional services requirements separate from the work to be performed under this contract. Further, DOC and/or other Government agencies may extend these existing agreements or enter into new agreements. The Contractor may be required to coordinate with other such Contractor(s) through the cognizant CO and/or designated representative in providing suitable, non‐conflicting technical and/or management interfaces and in avoidance of duplication of effort.

G.3 NON‐PERSONAL SERVICES

No personal services, as defined by subpart 37.104 of the FAR, shall be performed under the subject contract. No Contractor employee will be directly supervised by the Government. All individual employee assignments, and daily work direction, shall be given by the applicable employee supervisor. If the Contractor believes any Government action or communication has been given that would create a personal services relationship between the Government and any Contractor employee, the Contractor shall promptly notify the Contracting Officer of this communication or action.

The Contractor shall not perform any inherently governmental functions under this contract.

No Contractor employee shall represent themselves to be a Government employee, agent, or representative. No Contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. In all communications with third parties or other Government employees, in connection with this contract, Contractor employees shall identify themselves as Contractor employees and specify the name of the company for which they work. In all communications with other Government agencies, the Contractor employee shall

Item No. Description Quantity Delivery date Property/Tag No.

(if applicable)

To Be Determined at Time of Award and throughout period of performance.

state that he/she has no authority to in any way change the contract. If any Contractor believes that a communication is a direction to change its contract, he or she should notify the Contracting Officer and not carry out the direction until a clarification has been issued by the Contracting Officer. The Contractor shall ensure that all of its employees and consultants working on the subject contract are informed of the substance of this section. Nothing in this clause shall limit the Government's rights in any way under any other provision of the contract, including those related to the Government's right to inspect and accept the services to be performed under this contract. The substance of this section shall be included in all subcontracts at any tier.

G.4 AUTHORIZATION OF GOVERNMENT PAID TRAVEL

Long distance travel may be necessary in order to accomplish certain task(s) required by this contract. Long distance travel must be deemed necessary and authorized by the COR prior to the date of travel in order to be paid for by the Government. Only in exceptional circumstances will travel be reimbursed at more than applicable rates cited in the Federal Travel Regulations, prescribed by the General Services Administration, for travel in the United States or the Standardized Regulations (Government Civilians, Foreign Areas), Section 925, "Maximum Travel Per Diem Allowances for Foreign Areas," prescribed by the Department of State, for travel in areas not covered above. Local travel is considered to be travel within 50 miles of the contractor’s duty station under this contract and is not eligible for reimbursement.

G.5 SUBMITTAL OF INVOICES

(a) A proper invoice must include the following items:

(1) Name and address of the contractor.

(2) Invoice date and invoice number. (Contractor should date invoices as close as possible to the date of mailing or transmission.)

(3) Contract number or other authorization for supplies delivered or services performed (including order number and contract line item number).

(4) Description, quantity, unit of measure, unit price, and extended price of supplies delivered, or services performed.

(5) Shipping and payment terms (e.g., shipment number and date of shipment, discount for prompt payment terms). Bill of lading number and weight of shipment will be shown for shipments on Government bills of lading.

(6) Name and address of contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper notice of assignment).

(7) Name (where practicable), title, phone number, and mailing address of person to notify in the event of a defective invoice.

(8) Taxpayer Identification Number (TIN). The contractor must include its TIN on the invoice.

(9) Electronic funds transfer (EFT) banking information.

(i) The contractor must include EFT banking information on the invoice only if required by agency procedures.

(ii) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the contractor must have submitted correct EFT banking information in accordance with the applicable solicitation provision (e.g., 52.232‐38, Submission of Electronic Funds Transfer Information with Offer), contract clause (e.g., 52.232‐33, Payment by Electronic Funds Transfer‐Central Contractor Registration, or 52.232‐34, Payment by Electronic Funds Transfer‐Other Than Central Contractor Registration), or applicable agency procedures.

(iii) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(10) Any other information or documentation required by the contract (e.g., evidence of shipment).

(b) Provide signed original invoice and one copy or email one copy to:

NIST Accounts Payable Office Bldg 101, Room A‐836 MS 1621 100 Bureau Drive Gaithersburg, MD 20899 Telephone: (301) 975‐2261 Fax: (301) 975‐8283 Email: invoice@nist.gov

(c) Inquiries regarding payment of invoices should be telephoned or emailed to NIST, (301) 975‐2261, invoice@nist.gov; respectively.

(d) If the supplies, services, technical or other reports are rejected for failure to conform to the technical requirements of the Order, or for damage in transit or otherwise, the invoice will be rejected and returned to the Contractor, starting the 30 day period over.

(e) Contractor will clearly mark the final invoice with the legend “FINAL INVOICE.”

(End of Section G) mailto:invoice@nist.gov

SECTION H ‐ SPECIAL CONTRACT REQUIREMENTS

H.1 CLAUSES INCORPORATED BY REFERENCE

http://farsite.hill.af.mil/vmcara.htm

1352.237‐71 RESTRICTIONS ON PRINTING AND DUPLICATING (APR 2010)

1352.209‐72 RESTRICTIONS AGAINST DISCLOSURE (APR 2010)

1352.209‐73 COMPLIANCE WITH THE LAWS (APR 2010)

1352.228‐72 DEDUCTIBLES UNDER REQUIRED INSURANCE COVERAGE‐FIXED PRICE

(APR 2010)

1352.231‐71 DUPLICATION OF EFFORT (APR 2010)

1352.237‐70 SECURITY PROCESSING REQUIREMENTS‐HIGH OR MODERATE RISK CONTRACTS

(APR 2010)

1352.237‐73 FOREIGN NATIONAL VISITOR AND GUEST ACCESS TO DEPARTMENTAL

RESOURCES (APR 2010)

1352.239‐70 SOFTWARE LICENSE ADDENDUM (APR 2010)

1352.239‐72 SECURITY REQUIREMENTS FOR INFORMATION TECHNOLOGY RESOURCES

(APR 2010)

H.2 CLAUSES INCORPORATED IN FULL TEXT

1352.209‐71 LIMITATION OF FUTURE CONTRACTING (APR 2010) ALT III

(a) The following restrictions and definitions apply to prevent conflicting roles, which may bias the contractor's judgment or objectivity, or to preclude the contractor from obtaining an unfair competitive advantage in concurrent or future acquisitions.

(1) Descriptions or definitions:

(i) “Contractor” means the business entity receiving the award of this contract, its parents, affiliates, divisions and subsidiaries, and successors in interest.

(ii) “Development” means all efforts towards solution of broadly defined problems. This may encompass research, evaluating technical feasibility, proof of design and test, or engineering of programs not yet approved for acquisition or operation.

(iii) “Proprietary Information” means all information designated as proprietary in accordance with law and regulation and held in confidence or disclosed under restriction to prevent uncontrolled distribution. Examples include limited or restricted data, trade secrets, sensitive financial information, and computer software; and may appear in cost and pricing data or involve classified information.

(iv) “System” means the system (or systems) that are the subject of this contract.

(v) “System Life” means all phases of the system's development, production, or support.

(vi) “Systems Engineering” means preparing specifications, identifying and resolving interface problems, developing test requirements, evaluating test data, and supervising design.

(vii) “Technical Direction” means developing work statements, determining parameters, directing other contractors' operations, or resolving technical controversies.

(2) Restrictions: The contractor shall perform systems engineering and/or technical direction, but will not have overall contractual responsibility for the system's development, integration, assembly and checkout, or production. The parties recognize that the contractor shall occupy a highly influential and responsible position in determining the system's basic concepts and supervising their execution by other contractors. The contractor's judgment and recommendations must be objective, impartial, and independent. To avoid the prospect of the contractor's judgment or recommendations being influenced by its own products or capabilities, it is agreed that the contractor is precluded for the life of the system from award of a DOC contract to supply the system or any of its major components, and from acting as a subcontractor or consultant to a DOC supplier for the system or any of its major components.

(b) The contractor may gain access to proprietary information of other companies during contract performance. The contractor agrees to enter into company‐to‐company agreements to protect another company's information from unauthorized use or disclosure for as long as it is considered proprietary by the other company, and to refrain from using the information for any purpose other than that for which it was furnished. For information purposes, the contractor shall furnish copies of these agreements to the Contracting Officer. These agreements are not intended to protect information which is available to the Government or to the contractor from other sources and information furnished voluntarily without restriction.

1352.209‐74 ORGANIZATIONAL CONFLICT OF INTEREST (APR 2010)

(a) Purpose. The purpose of this clause is to ensure that the contractor and its subcontractors:

(1) Are not biased because of their financial, contractual, organizational, or other interests which relate to the work under this contract, and

(2) Do not obtain any unfair competitive advantage over other parties by virtue of their performance of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor, its parents, affiliates, divisions and subsidiaries, and successors in interest (hereinafter collectively referred to as “contractor”) in the activities covered by this clause as a prime contractor, subcontractor, co‐sponsor, joint venturer, consultant, or in any similar capacity. For the purpose of this clause, affiliation occurs when a business concern is controlled by or has the power to control another or when a third party has the power to control both.

(c) Warrant and Disclosure. The warrant and disclosure requirements of this paragraph apply with full force to both the contractor and all subcontractors. The contractor warrants that, to the best of the contractor's knowledge and belief, there are no relevant facts or circumstances which would give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, and that the contractor has disclosed all relevant information regarding any actual or potential conflict. The contractor agrees it shall make an immediate and full disclosure, in writing, to the Contracting Officer of any potential or actual organizational conflict of interest or the existence of any facts that may cause a reasonably prudent person to question the contractor's impartiality because of the appearance or existence of bias or an unfair competitive advantage.

Such disclosure shall include a description of the actions the contractor has taken or proposes to take in order to avoid, neutralize, or mitigate any resulting conflict of interest.

(d) Remedies. The Contracting Officer may terminate this contract for convenience, in whole or in part, if the Contracting Officer deems such termination necessary to avoid, neutralize or mitigate an actual or apparent organizational conflict of interest. If the contractor fails to disclose facts pertaining to the existence of a potential or actual organizational conflict of interest or misrepresents relevant information to the Contracting Officer, the Government may terminate the contract for default, suspend or debar the contractor from Government contracting, or pursue such other remedies as may be permitted by law or this contract.

(e) Subcontracts. The contractor shall include a clause substantially similar to this clause, including paragraphs (f) and (g), in any subcontract or consultant agreement at any tier expected to exceed the simplified acquisition threshold. The terms “contract,” “contractor,” and “Contracting Officer” shall be appropriately modified to preserve the Government's rights.

(f) Prime Contractor Responsibilities. The contractor shall obtain from its subcontractors or consultants the disclosure required in FAR Part 9.507–1 and shall determine in writing whether the interests disclosed present an actual, or significant potential for, an organizational conflict of interest. The contractor shall identify and avoid, neutralize, or mitigate any subcontractor organizational conflict prior to award of the contract to the satisfaction of the Contracting Officer. If the subcontractor's organizational conflict cannot be avoided, neutralized, or mitigated, the contractor must obtain the written approval of the Contracting Officer prior to entering into the subcontract. If the contractor becomes aware of a subcontractor's potential or actual organizational conflict of interest after contract award, the contractor agrees that the Contractor may be required to eliminate the subcontractor from its team, at the contractor's own risk.

(g) Waiver. The parties recognize that this clause has potential effects which will survive the performance of this contract and that it is impossible to foresee each circumstance to which it might be applied in the future. Accordingly, the contractor may at any time seek a waiver from the Head of the Contracting Activity by submitting such waiver request to the Contracting Officer, including a full written description of the requested waiver and the reasons in support thereof.

1352.227‐70 RIGHTS IN DATA, ASSIGNMENT OF COPYRIGHT (APR 2010)

In accordance with 48 CFR 52.227–17, Rights in Data—Special Works, the contractor agrees to assign copyright to data, including reports and other copyrightable materials, first produced in performance of this contract to the United States Government, as represented by the Secretary of Commerce.

1352.228‐70 INSURANCE COVERAGE (APR 2010)

(a) Workers Compensation and Employer's Liability. The contractor is required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 shall be required, except in states with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General liability. (1) The contractor shall have bodily injury liability insurance coverage written on the comprehensive form of policy of at least $500,000 per occurrence.

(2) When special circumstances apply in accordance with FAR 28.307–2(b), Property Damage Liability Insurance shall be required in the amount of $____ [insert zero unless special circumstances apply, if applicable, insert dollar amount.].

(c) Automobile liability. The contractor shall have automobile liability insurance written on the comprehensive form of policy. The policy shall provide for bodily injury and property damage liability covering the operation of all automobiles used in connection with performing the contract. Policies covering automobiles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage.

(d) Aircraft public and passenger liability. When aircraft are used in connection with performing the contract, the contractor shall have aircraft public and passenger liability insurance.

Coverage shall be at least $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability, and $200,000 per occurrence for property damage. Coverage for passenger liability bodily injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is greater.

(e) Vessel liability. When contract performance involves use of vessels, the Contractor shall provide, vessel collision liability and protection and indemnity liability insurance as determined by the Government.

1352.237‐75 KEY PERSONNEL (APR 2010)

(a) The contractor shall assign to this contract the following key personnel (may provide additional):

Program Manager (Name, Email, Phone#) Contracts Manager (Name, Email, Phone#)

(b) The contractor shall obtain the consent of the Contracting Officer prior to making key personnel substitutions. Replacements for key personnel must possess qualifications equal to or exceeding the qualifications of the personnel being replaced, unless an exception is approved by the Contracting Officer.

(c) Requests for changes in key personnel shall be submitted to the Contracting Officer at least 15 working days prior to making any permanent substitutions. The request should contain a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the Contracting Officer. The Contracting Officer will notify the contractor within 10 working days after receipt of all required information of the decision on substitutions. The contract will be modified to reflect any approved changes.

H.3 HARMLESS FROM LIABILITY

The Contractor shall hold and save the Government, its officers, agents, and employees harmless from liability of any nature or kind, including costs and expenses to which they may be subject, for or on account of any or all suits or damages of any character whatsoever resulting from injuries or damages sustained by any person or persons or property by virtue of performance of this contract, arising or resulting in whole or in part from the fault, negligence, wrongful act or wrongful omission of the Contractor, or any subcontractor, their employees, and agents.

H.4 CONTRACTOR IDENTIFICATION RESPONSIBILITIES

(a) During performance of the subject contract, the rights of ingress and egress to and from any Government office for Contractor’s personnel shall be made available, as deemed necessary by the Government. All Contractor employees must identify themselves as contractors in all communications. All Contractor employees, whose duties under this contract require their presence at any Government facility, shall be clearly identifiable by a distinctive badge furnished by the Government. In addition, corporate identification badges may be worn on the outer garment. Obtaining the corporate identification badge is the sole responsibility of the Contractor. All prescribed information shall immediately be delivered to the appropriate Government Security Office for cancellation or disposition upon the termination of employment of any Contractor personnel. All on‐site Contractor personnel shall abide by security regulations applicable to that site.

(b) All Contractor personnel attending meetings, answering Government telephones, and working in other situations where their Contractor status is not obvious to third parties, are required to identify themselves as such to avoid creating an impression in the minds of the public that they are Government officials.

(c) All documents or reports produced by the Contractor shall be suitably marked as Contractor products or that Contractor participation is appropriately identified.

H.5 NOTICE REQUIREMENT

The Contractor shall immediately inform the Contracting Officer and the Contracting Officer’s Representative in the event that the Contractor’s Chairman of the Board of Directors initiates any investigation by an independent auditor of potential corporate insolvency.

H.6 POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

(a) Interim and final evaluations of Contractor performance will be prepared on this contract in accordance with FAR 42.1502 and CAM 1342.15. The final performance evaluations will be prepared at the time of completion of work.

(b) The Contractor can elect to review the evaluation and submit additional information or a rebuttal statement. The Contractor will be permitted 30 calendar days to respond unless an extension for an additional 30 days is requested in writing to the Contracting Officer. Contractor response is voluntary. If the Contractor does not respond within 30 days (60 days if extension is requested), the Government will presume that the Contractor has no comment. Any disagreement between the parties regarding an evaluation will be referred to an individual at a level above the Contracting Officer, whose decision is final.

(c) Copies of the evaluations, Contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

(d) The DOC EAO utilizes the Contractor Performance Assessment Reporting System

(CPARS) to record and maintain past performance information. CPARS hosts a suite of web‐ enabled applications that are used to document Contractor performance information that is required by Federal Regulations.

(e) The CPARS module assesses performance on contracts for Systems, Services, Information Technology, and Operations Support. CPARS reference material can be accessed at http://www.cpars.gov/. The registration process requires the Contractor to identify an individual that will serve as a primary contact. This individual will be authorized access to the evaluation for review and comment. In addition, the Contractor is encouraged to identify a secondary contact in the event the primary contact is unavailable to process the evaluation within the required 30‐day time period. After the DOC Contract Specialist registers the contract in CPARS, the Contractor will receive a system generated e‐mail notifying him/her that the contract is registered. A system generated e‐mail will also provide the Contractor with a User ID if the person does not already have a CPARS User ID.

http://www.cpars.gov/

(f) Once a performance evaluation has been prepared and is ready for comment, the Contractor representative will receive a system generated e‐mail notification that the performance evaluation is electronically available for review and comment. The Contractor representative will receive an automated e‐mail whenever an assessment is completed and can subsequently retrieve the completed assessment from CPARS. Contractors may access evaluations at http://www.cpars.gov/ for review and comment in CPARS.

H.7 INCORPORATION OF SUBCONTRACTING PLAN

The [insert Contractor name at time of award] subcontracting plan, dated [insert date at time of award], in response to the solicitation, and submitted in accordance with FAR 52.219‐9, Small Business Subcontracting Plan, is hereby approved and incorporated herein.

H.8 SUBCONTRACT REPORTS

Pursuant to FAR 52.219‐9, the Contractor shall submit subcontracting reports in connection with performance of this contract using the Electronic Subcontracting Reporting System (eSRS) at www.esrs.gov. The Contractor shall follow the general instructions provided on the eSRS website.

H.9 REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF

OFFEROR

In accordance with Federal Acquisition Regulation (FAR) 25.204‐1(b). the completed and submitted “Representations, Certifications, and Other Statements of Offeror” as Section K of the solicitation are hereby incorporated by reference in this resulting contract.

H.10 OBSERVANCE OF LEGAL HOLIDAYS AND EXCUSED ABSENCE

(a) The Government hereby provides notification that Government personnel observe the listed days as holidays:

(1) New Year's Day (6) Labor Day

(2) Martin Luther King's Birthday (7) Columbus Day

(3) President’s Day (8) Veterans' Day

(4) Memorial Day (9) Thanksgiving Day

(5) Independence Day (10) Christmas Day

(b) In addition to the days designated as holidays, the Government observes the following days:

(1) Any other day designated by Federal Statute

(2) Any other day designated by Executive Order

(3) Any other day designated by the President’s Proclamation http://www.cpars.gov/ http://www.esrs.gov/

(c) It is understood and agreed between the Government and the Contractor that observance of such days by Government personnel shall not otherwise be a reason for an additional period of performance, or entitlement of compensation except as set forth within the contract. In the event the Contractor’s personnel are authorized by the Government to work during the holiday at a government site, they may be reimbursed by the Contractor; however, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, other than their normal compensation for the time worked. This provision does not preclude reimbursement for authorized overtime work if applicable to this contract.

(d) When the Federal entities grant excused absence to its employees, the Contractor agrees to continue to provide sufficient personnel at a government site to perform critical tasks already in operation or scheduled, and shall be guided by the instructions issued by the CO or the COR.

(e) If Government personnel are furloughed, the Contractor shall contact the CO, or the COR to receive direction. It is the Government’s decision as to whether the contract price/cost will be affected. Generally, the following situations apply:

(1) Contractor personnel that are able to continue contract performance (either on‐site or at a site other than their normal work station), shall continue to work and the contract price shall not be reduced or increased.

(2) Contractor personnel that are not able to continue contract performance (e.g., support functions), may be asked to cease their work effort.

(f) In those situations that Government personnel are furloughed, the Contractor may not invoice for their employees working during the Government furlough, until such time as any special legislation affecting Government personnel is signed into law.

(g) Nothing in this clause abrogates the rights and responsibilities of the parties relating to stop work provisions as cited in other sections of this contract.

H.11 POST AWARD CONFERENCE

The Contractor shall participate in a post award conference to be held within thirty (30) business days after award of this contract. The purpose of the post award conference is to aid both the Contractor and the Government in achieving a clear and mutual understanding of all contract requirements and identify and resolve potential problems (See FAR Subpart 42.5, Post-award Orientation).

The CO is responsible for establishing the time and place of the conference and will notify the appropriate Government representatives and the Contractors. The conference may be conducted at a location within the Washington, D.C. commuting area at the Government’s discretion or regionally to facilitate Contractor attendance.

H.12 UNAUTHORIZED INSTRUCTIONS FROM GOVERNMENT PERSONNEL

The Contractor will not accept any instructions issued by any other person employed by the U.S. Government other than the Contracting Officer or the Contracting Officer's Representative (COR) acting within the limits of their authority.

No information, other than that which may be contained in an authorized modification to this contract will be considered as grounds for deviation from any stipulations of the contract's terms and conditions.

H.13 CONTRACTOR COMMITMENTS, WARRANTIES, AND REPRESENTATIONS

Any written commitment by the Contractor within the scope of this contract shall be binding upon the Contractor. Failure of the Contractor to fulfill any such commitment shall render the Contractor liable for liquidated or other damages due to the Government under the terms of this contract. For the purpose of this contract, a written commitment by the Contractor is limited to the proposal submitted by the Contractor, and to specific written modifications to the proposal. Written commitments by the Contractor are further defined as including:

a. Any warranty or representation made by the Contractor in a proposal as to hardware or software performance; total systems performance; other physical, design, or functioning characteristics of a machine, software package, or system, or installation date;

b. Any warranty or representation made by the Contractor concerning the characteristics or specifications accompanying or referred to in a proposal; and

c. Any modification of or affirmation or representation relating to the above which is made by the Contractor in or during the course of negotiations, whether or not incorporated into a formal amendment to the proposal in question.

H.14 ENGINEERING CHANGES

a. After contract award, the Government may solicit, and the Contractor is encouraged to propose, independently, engineering changes to the equipment, software specifications, or other requirements of this contract. These changes may be proposed to save money, to improve performance, to save energy, or to satisfy increased data processing requirements. If the proposed changes are acceptable to both parties, the Contractor shall submit a price change proposal to the Government for evaluation. Those proposed engineering changes that are acceptable to the Government shall be processed as modifications to the contract. These changes shall be submitted through the Configuration Management Process and approval obtained from by the Configuration Management Review Board prior to acceptance of the proposed Engineering Change.

b. This clause applies only to those proposed changes identified by the Contractor, as a proposal submitted pursuant to the provisions of this clause. At a minimum, the following information shall be submitted by the Contractor with each proposal:

1. A description of the difference between the existing contract requirement and the proposed change, and the comparative advantages and disadvantages of each;

2. Itemized requirements of the contract which must be changed if the proposal is adopted, and the proposed revision to the contract for each such change;

3. An estimate of the changes in performance and cost, if any, that will result from adoption of the proposal;

4. An evaluation of the effects the proposed change would have on collateral costs to the Government, such as Government furnished property costs, costs of related items, and costs of maintenance and operation; and

5. A statement of the time by which the change order adopting the proposal must be issued so as to obtain the maximum benefits of the changes during the remainder of this contract. Also, any effect on the contract completion time or delivery schedule shall be identified.

c. Engineering change proposals submitted to the Contracting Officer shall be processed expeditiously. The Government shall not be liable for proposal preparation costs or any delay in acting upon any proposal submitted pursuant to this clause. The Contractor has the right to withdraw, in whole or in part, any engineering change proposal not accepted by the Government within the period specified in the engineering change proposal. The decision of the Contracting Officer as to the acceptance of any such proposal under this contract shall be final and shall not be subject to the "Disputes" clause of this contract.

d. The Contracting Officer may accept any engineering change proposal submitted pursuant to this clause by giving the Contractor written notice thereof. This written notice may be given by issuance of a modification to this contract. Unless and until a modification is executed to incorporate an engineering change proposal under this contract, the Contractor shall remain obligated to perform in accordance with the terms of the existing contract.

e. If an engineering change proposal submitted pursuant to this clause is accepted and applied to this contract, an equitable adjustment in the contract price and to any other affected provisions of this contract shall be made in accordance with this clause and other applicable clauses of this contract. When the cost of performance of this contract is increased or decreased as a result of the change, the equitable adjustment increasing or decreasing the contract price shall be in accordance with the Changes clause rather than under this clause, but the resulting contract modification shall state that it is made pursuant to this clause.

f. The Contractor is requested to identify specifically any information contained in the engineering change proposal which the Contractor considers confidential or proprietary and which the Contractor prefers not be disclosed to the public. The identification of information as confidential or proprietary is for informational purposes only and shall not be binding on the Government to prevent disclosure of such information. Offerors are advised that such information may be subject to release upon request pursuant to the Freedom of Information Act (5 U.S.C. 552).

H.15 NOTICE OF PARTICIPATION OF NON‐GOVERNMENT PERSONNEL

The Contractor is advised that the Government may utilize the outside Contractors and/or Consultants listed below to assist in the administration of this contract. These Contractors/Consultants will have access to any and all information submitted by the Contractor and will be subject to the restrictions contained in CAR Clauses 1352.209‐71 – Limitation of Future Contracting, 1352.209‐72 – Restrictions Against Disclosure, 1352.209‐74 – Organizational Conflict of Interest, and FAR Clause 52.203‐16 – Preventing Personal Conflicts of Interest. The companies/organizations employing the subject Contractors/Consultants are also required to comply with these same confidentiality restrictions. All federal and non‐federal personnel supporting the government in the administration of this contract will have executed Non‐Disclosure Agreements.

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H.16 SUPPLY CHAIN RISK MANAGEMENT REQUIREMENTS

The Contractor shall comply with all Supply Chain Risk Management (SCRM) requirements as specified at the Task Order level. The following clauses are only applicable in instances where SCRM issues are identified by Task Order requirements, in which case the Task Order shall reference the below clauses as applicable. Notwithstanding, the Contractor shall support the Government in proactively identifying and responding to potential SCRM issues, as well as developing alternative solutions as required.

H.16.1 Notice of Supply Chain Risk Assessment (Sept 2015)

The Department of Commerce will review the supply chain risk and conduct a risk assessment for this acquisition. Offerors and awardees shall provide any information the Department deems necessary to facilitate its Supply Chain Risk Assessment (SCRA) including, but not limited to, the data requested by the clause H.26.3 – Supply Chain…