1333ND23RNB130001.pdf

RFQ IFB RFP

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODEFACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATED . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

17a CONTRACTOR/

OFFEROR.

CODE

8 (A)

SIZE STANDARD:

NAICS:

% FOR:SET ASIDE:UNRESTRICTED OR

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

10. THIS ACQUISITION IS

EDWOSB

SMALL BUSINESS PROGRAM

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Base Year

0001 Client Lead/Project Finance Partner Labor

1.00 HR

0002 Corporate Partner Labor

0003 Tax Partner Labor

0004 Bankruptcy Partner Labor

0005 Other Partners Labor

0006 Counsel Labor

0007 Senior Associates Labor

0008 Mid-Level Associates Labor

0009 Junior Associates Labor

0010 Paralegal Labor

Option Year 1

1001 Client Lead/Project Finance Partner Labor

1002 Corporate Partner Labor

1003 Tax Partner Labor

1004 Bankruptcy Partner Labor

1005 Other Partners Labor

1006 Counsel Labor

1007 Senior Associates Labor

1008 Mid-Level Associates Labor

1009 Junior Associates Labor

1010 Paralegal Labor

Option Year 2

2001 Client Lead/Project Finance Partner Labor

2002 Corporate Partner Labor

2003 Tax Partner Labor

2004 Bankruptcy Partner Labor

PAGE 3 OF 79 1333ND23RNB130001

2005 Other Partners Labor

2006 Counsel Labor

2007 Senior Associates Labor

2008 Mid-Level Associates Labor

2009 Junior Associates Labor

2010 Paralegal Labor

Option Year 3

3001 Client Lead/Project Finance Partner Labor

3002 Corporate Partner Labor

3003 Tax Partner Labor

3004 Bankruptcy Partner Labor

3005 Other Partners Labor

3006 Counsel Labor

3007 Senior Associates Labor

3008 Mid-Level Associates Labor

3009 Junior Associates Labor

3010 Paralegal Labor

Option Year 4

4001 Client Lead/Project Finance Partner Labor

4002 Corporate Partner Labor

4003 Tax Partner Labor

4004 Bankruptcy Partner Labor

4005 Other Partners Labor

4006 Counsel Labor

4007 Senior Associates Labor

4008 Mid-Level Associates Labor

4009 Junior Associates Labor 1.00 HR

PAGE 4 OF 79 1333ND23RNB130001

4010 Paralegal Labor

PAGE 5 OF 79 1333ND23RNB130001

Table of Contents

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Minimum and Maximum Contract amount

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 IDIQ SOW

SECTION E INSPECTION AND ACCEPTANCE

E.1 52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAR 2001)

SECTION F DELIVERIES OR PERFORMANCE

F.1 52.242-15 STOP-WORK ORDER (AUG 1989)

F.2 52.242-17GOVERNMENT DELAY OF WORK (APR 1984)

F.3 1352.270-70 PERIOD OF PERFORMANCE (APR 2010)

SECTION G CONTRACT ADMINISTRATION DATA

G.1 IDIQ Contract Details

G.2 1352.201-70 CONTRACTING OFFICER?s AUTHORITY (APR 2010)

G.3 1352.201-72 CONTRACTING OFFICER`S REPRESENTATIVE (COR) (APR 2010)

G.4 1352.245-70 GOVERNMENT FURNISHED PROPERTY (APR 2010)

G.5 52.216-32 TASK-ORDER AND DELIVERY-ORDER OMBUDSMAN (SEPT 2019)

G.6 1352.216-76 PLACEMENT OF ORDERS (APR 2010)

SECTION H SPECIAL CONTRACT REQUIREMENTS

H.1 1352.208-70 RESTRICTIONS ON PRINTING AND DUPLICATING (APR 2010)

H.2 1352.209-72 RESTRICTIONS AGAINST DISCLOSURE (APR 2010)

H.3 1352.209-73 COMPLIANCE WITH THE LAWS (APR 2010)

H.4 1352.209-74 ORGANIZATIONAL CONFLICT OF INTEREST (APR 2010)

H.5 1352.231-71 DUPLICATION OF EFFORT (APR 2010)

H.6 1352.237-70 SECURITY PROCESSING REQUIREMENTS - HIGH OR MODERATE RISK CONTRACTS (APR 2010).. 31

H.7 NIST LOCAL-55ELECTRONIC BILLING INSTRUCTIONS FOR DELIVERY/TASK ORDERS

SECTION I CONTRACT CLAUSES

I.1 52.202-1DEFINITIONS (JUN 2020)

I.2 52.203-3 GRATUITIES (APR 1984)

I.3 52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

I.4 52.203-12LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JUN 2020)

I.5 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)

I.6 52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018)

I.7 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

I.8 52.212-4CONTRACT TERMS AND CONDITIONS--COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021) 32

I.9 52.215-2AUDIT AND RECORDS--NEGOTIATION (JUN 2020)

I.10 52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

I.11 52.219-8UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2022)

I.12 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

I.13 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)

I.14 52.224-2 PRIVACY ACT (APR 1984)

I.15 52.227-1AUTHORIZATION AND CONSENT (JUN 2020)

I.16 52.227-2NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (JUN 2020)

I.17 52.227-3 PATENT INDEMNITY (APR 1984)

I.18 52.232-8 DISCOUNTS FOR PROMPT PAYMENT (FEB 2002)

I.19 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

PAGE 6 OF 79 1333ND23RNB130001

I.20 52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014)

I.21 52.232-25 PROMPT PAYMENT (JAN 2017)

I.22 52.233-1 DISPUTES (MAY 2014)

I.23 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I.24 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

I.25 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

I.26 52.242-13 BANKRUPTCY (JUL 1995)

I.27 52.244-2SUBCONTRACTS (JUN 2020)

I.28 52.249-14 EXCUSABLE DELAYS (APR 1984)

I.29 52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

I.30 52.212-5CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2022)

I.31 52.216-18ORDERING (AUG 2020)

I.32 52.216-19 ORDER LIMITATIONS (OCT 1995)

I.33 52.216-22 INDEFINITE QUANTITY (OCT 1995)

I.34 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I.35 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I.36 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

I.37 52.227-17 RIGHTS IN DATA--SPECIAL WORKS (DEC 2007)

I.38 52.232-7PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS (NOV 2021)

SECTION J LIST OF ATTACHMENTS

J.1 List of Attachments

J.2 Attachment #3 - Task Order #1 - SOW

J.3 Attachment # 4 - Task Order #2 - SOW

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K.1 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (SEP 2007)

K.2 52.209-5CERTIFICATION REGARDING RESPONSIBILITY MATTERS (AUG 2020)

K.3 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

K.4 52.209-11 REPRESENTATION BY CORPORATIONS REGARDING DELINQUENT TAX LIABILITY OR A FELONY

CONVICTION UNDER ANY FEDERAL LAW (FEB 2016)

K.5 52.212-3OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

(OCT 2022)

K.6 52.219-1SMALL BUSINESS PROGRAM REPRESENTATIONS (OCT 2022)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L.1 52.212-1INSTRUCTIONS TO OFFERORS--COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

L.2 52.212-1, Instructions Addendum

L.3 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

L.4 52.233-2 SERVICE OF PROTEST (SEP 2006)

L.5 52.216-1 TYPE OF CONTRACT (APR 1984)

L.6 52.216-27 SINGLE OR MULTIPLE AWARDS (OCT 1995)

L.7 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

L.8 1352.215-72 INQUIRIES (APR 2010)

L.9 1352.233-70 AGENCY PROTESTS (APR 2010)

L.10 1352.233-71 GAO AND COURT OF FEDERAL CLAIMS PROTESTS (APR 2010)

L.11 52.219-31 NOTICE OF SMALL BUSINESS RESERVE (MAR 2020)

SECTION M EVALUATION FACTORS FOR AWARD

PAGE 7 OF 79 1333ND23RNB130001

M.1 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

M.2 52.212-2EVALUATION--COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

M.3 52.212-2, Evaluation Addendum

PAGE 8 OF 79 1333ND23RNB130001

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Minimum and Maximum Contract amount

PAGE 9 OF 79 1333ND23RNB130001

1352.216-75 Minimum and maximum contract amounts.

As prescribed in 48 CFR 1316.506(a), insert the following clause:

MINIMUM AND MAXIMUM CONTRACT AMOUNTS (APR 2010)

During the term of the contract, the Government shall place orders totaling a minimum of $50,000.00 against each awarded Indefinite- Delivery, Indefinite-Quantity contract awarded. The amount of all orders awarded against all contracts awarded shall not exceed $9,900,000.00.

PAGE 10 OF 79 1333ND23RNB130001

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 IDIQ SOW

PAGE 11 OF 79 1333ND23RNB130001

STATEMENT OF WORK

Title: CHIPS Programmatic Legal Services Requesting Office: U.S. Department of Commerce, Office of the General Counsel

I. BACKGROUND INFORMATION

Sections 9902 and 9906 of the William M. (Mac) Thornberry National Defense Authorization Act for Fiscal Year 2021 (NDAA) authorized semiconductor manufacturing and research and development activities (the CHIPS Program). The CHIPS Act of 2022 enhanced the CHIPS program with new authorities and appropriated $50 billion to the Department of Commerce (the Department) to implement it. Section 9902 of the 2021 NDAA authorizes the Department to provide funding to eligible applicants to incentivize investment in facilities and equipment in the United States for the fabrication, assembly, testing, advanced packaging, production, or research and development of semiconductors, materials used to manufacture semiconductors, or semiconductor manufacturing equipment. The Department may provide funding in various forms, including grants, cooperative agreements, loans, and loan guarantees. The CHIPS Act of 2022 appropriates $39 billion for these purposes. With these funds, the Department will establish an incentives program to support the expansion of manufacturing capacity for mature nodes and to attract large-scale investments in advanced technologies such as leading-edge logic and memory. Section 9906 of the 2021 NDAA authorizes the Department to establish a National Semiconductor Technology Center (NSTC) to conduct research and prototyping of advanced semiconductor technology and to establish a National Advanced Packaging Manufacturing Program led by the Director of the Department’s National Institute of Standards and Technology.

Section 9906 also authorizes NIST to establish up to three Manufacturing USA institutes to advance research and commercialization of semiconductor manufacturing technologies, and to carry out an R&D program to advance measurement science, standards, material characterization, instrumentation, testing, and manufacturing capabilities. The CHIPS Act of 2022 appropriates $11 billion for these purposes.

II. SCOPE OF WORK

The Department’s Office of the General Counsel (OGC) has determined that it requires programmatic legal support services to advise and assist OGC on legal aspects of the CHIPS Program. The Government may issue task orders for:

a. Section 9902 Programmatic Legal Advice. Provide written and oral legal advice, expertise, and assistance related to all aspects of the Section 9902 Program that relate to underwriting, structuring, documenting, financing, and implementing transactions thereunder, including but not limited to coordinating with other Government agencies; drafting any proposed changes and/or amendments to the implementing policies or regulations of the Section 9902 Program; providing technical comments to proposed legislation or regulations promulgated by other agencies; assisting in any related rulemaking or regulatory process with or without coordination with the public and/or other Government agencies; assisting in the preparation and/or drafting of any solicitations, notices

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of funding opportunities, or amendments thereto applicable to the Section 9902 Program; and preparing the necessary documentation relating to requested programmatic approvals (e.g., by any Department entity that oversees the CPO or makes recommendations to the CPO).

b. Specialty Legal Advice. Provide written and oral legal advice, expertise, and assistance in at least the following practice areas as they may affect or relate to the Section 9902 Program: corporate law, project finance and syndicated debt financing law, private commercial contracts, taxation, maritime law, bankruptcy and restructuring, federal labor law, secured transactions, inter-creditor arrangements, real estate law, regulatory law, environmental law, intellectual property law, the Davis-Bacon Act, and the Cargo Preference Act.

c. Preparation of Form Documentation. Develop, draft, and review all basic/template and transaction-specific agreements, other legal documents and guidance memoranda for use by transaction counsel to document and administer Section 9902 transactions, including without limitation commitment letters (including term sheets), grant and cooperative agreements, credit agreements, investment fund documents, collateral security agreements, collateral agency agreements, intercreditor agreements, waivers, consents, legal opinions, and officer and expert certifications, closing checklists and other closing documents.

d. Specific 9902 Transactions: Serve as transaction counsel to OGC in the evaluation and negotiation of terms and conditions of financial assistance projects and in the preparation of all documents to evidence such terms and conditions of underwriting, structuring, negotiating, and closing financial assistance projects.

Advise on post-closing matters including litigation or alternative dispute resolution procedures.

e. Additional CHIPS Program Legal Support: Consult promptly with OGC on all material, policy, legal and/or Department-specific issues that may arise in the course of the CHIPS Program. Provide written and oral legal advice, expertise, and assistance on various legal issues, including compliance with applicable statutory, regulatory, contractual and policy requirements in connection with Department’s implementation and administration of the CHIPS Program.

III. SPECIAL REQUIREMENTS:

Core Team/Key Personnel

a. The contractor shall assign a “core team” of individuals to this contract and task orders issued thereunder, unless approved to do otherwise. The core team members shall be highly qualified attorneys and remain available on a priority basis to undertake task order

PAGE 13 OF 79 1333ND23RNB130001

requirements for the duration of the contract. The core team shall be comprised of the following members:

[NAME] – Client Lead/Project Finance Partner [NAME] – Lead Corporate Partner [NAME] – Lead Senior Associate or Lead Counsel [NAME] – Lead Mid-Level Associate

The Government anticipates that the client lead/project finance partner will have at least 10 years of relevant experience.

The Government anticipates that the lead corporate partner will have at least 10 years of relevant experience.

The Government anticipates that the lead senior associate or lead counsel will have at least 7 years of relevant experience.

The Government anticipates that the lead mid-level associate will have at least 5 years of relevant experience.

b. The contractor shall obtain the consent of the Contracting Officer prior to making core team member substitutions on the contract or at the task order level. Replacements for core team members 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 core team members at the contract level shall be submitted to the Contracting Officer at least 15 working days prior to making any permanent substitutions. The request for changes in core team members at the task order level shall be included in the task order proposal. The request should contain 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.

d. The contractor shall provide for an orderly and comprehensive transition of knowledge, access, and security from the outgoing core team member to the incoming core team member, such that the contractor’s performance of the contract is not denigrated by core team member turnover. The contractor shall ensure that both physical and virtual access for outgoing core team members is prevented.

Contractor Non-Disclosure and Conflict of Interest Clause

The obligations imposed by this clause shall survive the expiration or termination of the Contract. The Contractor shall include this clause in its subcontracts and consultant agreements under the

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Contract and shall require any person performing any portion of the services under the Contract to sign the “Non-disclosure and Conflict of Interest Agreement” provided herewith and provide a signed copy to the Contracting Officer.

For the purposes of this clause, the term “Contractor” shall include employees, subcontractors, consultants, and any other individuals or entities retained by the Contractor, subcontractors, and consultants to perform work under this contract.

a. Non-Disclosure

1) The information provided to the Contractor during the performance of the Contract is made available to the Contractor solely for the purpose of providing services to the Department of Commerce (the “Department”) under the Contract. That information may include trade secrets, proprietary information, and internal Department materials, communications, and deliberations that are not appropriate for public disclosure.

2) The following types of information are not subject to this clause:

A. Information and data that is, at the time of disclosure, generally known by or available to the general public;

B. Is legally known to the Contractor at the time of disclosure from a source other than the Department;

C. Is furnished by the Department to the public; or D. Is furnished to the Contractor by a third party who legally obtained said information and the right to disclose it.

3) The Contractor will not disclose information received during the performance of the Contract or prepared by the Contractor during the performance of the Contract based on information received from the Department to any third party (including attorneys or paraprofessionals of the Contractor not providing services to the Department or assigned to a third party engagement, as defined below under “Conflicts of Interest”) without the prior written consent of an authorized Department representative.

4) The Contractor understands that unauthorized disclosure of such information may result in termination of the Contract for default and subject the Contractor to civil and/or criminal penalties.

5) The Contractor shall not use the information received during the performance of the Contract or prepared by the Contractor during the performance of the Contract based on information received from the Department for any private commercial purpose (including in connection with a third party engagement) , or any purpose other than to perform the services identified the Contract.

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6) The Contractor shall not, without the prior written approval from an authorized Department representative, refer to the Contract or the Contractor’s work thereunder, in any advertising, publicity, or promotional materials.

7) The Contractor shall not use any Department logos without appropriate prior written consent from an authorized Department representative.

8) The Contractor agrees to follow any written instructions provided by the Department, its employees, and authorized representatives for the proper handling of any information received during the performance of the Contract.

9) The Contractor shall establish and/or maintain operating procedures, screening measures, and/or physical security measures to appropriately protect the information received during the performance of the Contract from any inadvertent release or disclosure to any unauthorized employees or third parties. The Contractor shall segregate all information it receives from the Department to prevent commingling with other records of the Contractor, including records relating to third party engagements.

10) Internal dissemination by the Contractor of information received from the Department during the performance of the Contract shall be limited to those persons needing such information to perform the work under the Contract, i.e., those with a “need to know.”

11) The Contractor agrees to indemnify and hold the Department, its agents, and employees harmless from every claim or liability, including attorneys’ fees, court costs, and any expenses arising out of, or in any way related to, the Contractor’s disclosure or misuse of information received from or on behalf of the Department in connection with the performance of the Contract, or prepared by the Contractor during the performance of the Contract.

The Contractor agrees that if requested by an authorized representative of the Department it shall return to the Department in physical or electronic form all information received from or prepared by the Contractor during the performance of the Contract upon the completion or termination of the Contract or otherwise, If requested, information in physical form will be destroyed and information in electronic form will be deleted from the Contractor’s data systems to the maximum extent practicable.

12) In the event the Contractor receives any legal notice from any third party that attempts to require the Contractor to release any information subject to this Contractor Non-Disclosure and Conflict of Interest clause, the Contractor shall within three (3) business days provide written notice to the Contracting Officer, along with notice to any relevant third party of the notice received by the Contractor.

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13) In the event the Contractor is involved in any litigation related to any information subject to this Contractor Non-Disclosure and Conflict of Interest Clause, the Contractor shall within five (5) business days provide written notice to the Contracting Officer, along with any relevant third party, of such litigation.

14) The Contractor shall immediately provide written notice to the Contracting Officer upon discovery of any unauthorized use or disclosure of any information or any other breach of this Contractor Non-Disclosure and Conflict of Interest Clause. The Contractor agrees to cooperate with the Department to assist the Department with regaining possession of any information, and to also prevent further unauthorized use or disclosure.

b. Conflicts of Interest

15) The Contractor shall establish and/or maintain internal procedures for defining, identifying, and avoiding conflicts of interest, including conflicts of interest created by subcontractors, consultants, and any other individuals or entities retained by the contractor, subcontractor, and consultants to perform work under this contract, for the duration of this contract and thereafter.

16) The Contractor shall submit to the Contracting Officer for approval a plan to mitigate (rather than avoid) a specific actual, potential, or apparent conflict of interest.

17) The Contractor understands that an actual, potential, or apparent conflict of interest may arise from employment, stock ownership, a creditor or debtor relationship, prospective employment, or any activities or relationships that could render the Contractor unable or potentially unable to render impartial assistance or advice to the Department.

18) The Contractor hereby affirms that, to the best of its knowledge and upon due diligence and inquiry, it (a) does not have any actual, potential, or apparent conflict of interest with respect to any service provided under the Contract or (b) has already disclosed to the Contracting Officer any actual, potential, or apparent conflict of interest with respect to any service provided under the Contract.

19) The Contractor agrees that, to avoid actual, potential, or apparent conflicts of interest, for the duration of this contract and 12 months thereafter, the Contractor shall not represent, advise, consult, provide services to, or otherwise engage with an Applicant in connection with financial assistance under the CHIPS for America Act (hereinafter referred to as “third party engagement”) unless the Contractor: (1) fully discloses and submits to the Contracting Officer a description of the proposed third party engagement, (2) proposes a plan to mitigate the conflict, and (3) obtains written authorization from the Contracting Officer. In general, the Department will authorize the Contractor to undertake third party engagements where (a)

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appropriate measures have been proposed to protect the confidentiality of information provided by or in relation to matters in which the Contractor represents the Department, and

(b) no attorney or other professional who currently serves, or in the preceding twelve (12) months has served, as part of the Core Team is proposed to assist (or in fact assists) in a third party engagement. Failure to comply with this clause may result in termination of the contract for default.

For the purposes of this clause, the term “Applicant” means any person or entity that is considering applying, planning to apply, or applying for financial assistance or has been issued a conditional commitment for financial assistance under the CHIPS for America Act.

An “Applicant” also includes any person or entity that is participating in an application or the development of an application for financial assistance under the CHIPS for America Act, which may include, without limitation, financial, legal or other advisors assisting an Applicant, state or local governments considering, developing, offering, or providing incentives in connection with such an application; an institution of higher education or training entity considering, developing, offering, or providing workforce development, educational or research and development activities in connection with such an application;

any person or entity considering, developing, offering, or providing financing, in any form, in connection with such an application; any person or entity considering, developing, offering, or providing materials, equipment, other supplies, or purchase commitments in connection with such an application.

The term “Financial assistance under the CHIPS for America Act” includes any grant, cooperative agreement, loan, loan guarantee, or other transaction authorized to be awarded by the Department under 15 U.S.C. §§ 4651-4659; the CHIPS Act of 2022, Pub. L. 117-167 (except for Section 106 of that law); or any other related act or appropriation.

20) The Contractor affirms that, to the best of its knowledge and upon due diligence and inquiry, it is (a) not currently representing, advising, consulting, providing services to, or otherwise engaged with an Applicant in connection with financial assistance under the Creating Helpful Incentives to Produce Semiconductors for America Act (“CHIPS for America Act”) or (b) or has already disclosed to the Contracting Officer that it is representing, advising, consulting, providing services to, or otherwise engaged with an Applicant in connection with financial assistance under the CHIPS for America Act.

21) The Contractor affirms that if it becomes aware of an actual, potential, or apparent conflict of interest, the Contractor will immediately notify the Contracting Officer. Penalties for failure to properly disclose an actual or apparent conflict of interest before or during performance of this Contract are identified in the Contract and, even if such penalties are not specifically identified, may include termination for default or other action so authorized by the authority responsible for the Contract.

c. Non-disclosure and Conflict of Interest Agreement

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The Department of Commerce (“the Department”) is acquiring [describe services] via Contract No. [contract number], (“Contract”) with [contractor name] “Contractor.” I, an employee of Contractor, a subcontractor, consultant or other entity retained by the Contractor to perform work under the Contract, intending to be legally bound, hereby consent to the terms of this Agreement in consideration for being granted conditional access to certain information during the performance of the Contract. I understand and agree that the obligations imposed by this Agreement shall survive the expiration or termination of the Contract.

I hereby acknowledge that I have received and reviewed the Non-Disclosure and Conflict of Interest Clause included in the Contract between Contractor and the Department and I understand it.

Non-Disclosure

1) I hereby agree to comply with the non-disclosure terms of the Non-Disclosure and Conflict of Interest Clause set forth in paragraphs (1) – (15) thereof.

Conflict of Interest

2) I hereby affirm that I am and will remain for the duration of the Contract in full compliance with Contractor’s policies and procedures for defining, identifying, and avoiding conflicts of interest.

3) For purposes of this agreement, I understand that an actual, potential, or apparent conflict of interest may arise from employment, stock ownership, a creditor or debtor relationship, prospective employment, or any activities or relationships that could render me unable to render impartial assistance or advice to the Department.

4) I hereby affirm that, to the best of my knowledge and upon due diligence and inquiry, I

(a) do not have any actual, potential, or apparent conflict of interest with respect to any service provided under the Contract or (b) have already disclosed to the Contractor any actual, potential, or apparent conflict of interest with respect to any service provided under the Contract.

5) I agree that, to avoid potential, actual, or apparent program conflicts of interest, for the duration of the Contract and thereafter, I shall not represent, advise, consult, provide services to, or otherwise engage with, whether on behalf of myself, Contractor, or any other entity, an Applicant, in connection with financial assistance under the CHIPS for America Act (hereinafter referred to as “third party engagement”) unless the Contractor on my behalf: (1) fully discloses and submits to the Contracting Officer a description of the proposed third party engagement, (2) proposes a plan to mitigate the conflict, and (3) obtains written authorization from the Contracting Officer.

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For the purposes of this Agreement, the term “Applicant” means any person or entity that is considering applying, planning to apply, or applying for financial assistance or has been issued a conditional commitment for financial assistance under the CHIPS for America Act.

An “Applicant” also includes any person or entity that is participating in an application or the development of an application for financial assistance under the CHIPS for America Act, which may include, without limitation, financial, legal or other advisors assisting an Applicant, state or local governments considering, developing, offering, or providing incentives in connection with such an application; an institution of higher education or training entity considering, developing, offering, or providing workforce development, educational or research and development activities in connection with such an application;

any person or entity considering, developing, offering, or providing financing, in any form, in connection with such an application; any person or entity considering, developing, offering, or providing materials, equipment, other supplies, or purchase commitments in connection with such an application.

The term “Financial assistance under the CHIPS for America Act” includes any grant, cooperative agreement, loan, loan guarantee, or other transaction authorized to be awarded by the Department under 15 U.S.C. §§ 4651-4659; the CHIPS Act of 2022, Pub. L. 117-167 (except for Section 106 of that law); or any other related act or appropriation.

6) I hereby affirm that, to the best of my knowledge and upon due diligence and inquiry, I

(a) am not currently representing, advising, consulting, providing services to, or otherwise engaged with an Applicant in connection with financial assistance under the Creating Helpful Incentives to Produce Semiconductors for America Act (“CHIPS for America Act”) or (b) or I have already disclosed to the Contractor that I am currently representing, advising, consulting, providing services to, or otherwise engaged with an Applicant in connection with financial assistance under CHIPS for America Act.

7) I further affirm that if I become aware of an actual, potential, or apparent conflict of interest, I will immediately notify the Contractor.

Additional Terms

8) I represent and affirm that I have the authority to enter into this Agreement.

9) I understand the acknowledgement and signature provided does not bar disclosures to Congress or to an authorized official of an executive agency or the Department of Justice that are essential to reporting a substantial violation of law.

10) My execution of this agreement does not nullify or affect in any manner any other similar Agreement which I have executed, or may execute with the United States Federal Government or any of its departments or agencies.

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11) I acknowledge that monetary damages may not be a sufficient remedy for damages resulting from my violation of this Agreement, and that the Department shall be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

12) This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties.

13) None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Department, but only by an instrument in writing signed by an authorized official of the Department. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of this Agreement shall not constitute waiver of such provision or any other provisions of this Agreement.

14) This Agreement shall be construed and governed by the federal laws of the United States, or, in the absence of any federal laws applicable to a question arising under this Agreement, the laws of the State of New York excluding any conflicts of law provisions thereof that would give rise to the application of the laws of another jurisdiction.

15) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Should any obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law.

I affirm that I have carefully read and understand the statements above. I make this Agreement in good faith, without mental reservation or purpose of evasion.

Name:

Organization:

Title:

Email:

Signature:

Date:

Contract No.:

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IV. TASKS

The Government will articulate task order requirements for work within the scope of Section II via requests for task order proposals.

V. GOVERNMENT FURNISHED PROPERTY

All property, data and information provided by the Government in the performance of this task remains the property of the Government and shall be surrendered to the government upon completion or termination of this requirement. Likewise, all deliverables generated under this requirement remain the property of the Government.

VI. DELIVERABLES –

The Government will articulate deliverable requirements at the task order level.

The OGC point of contact identified in each task order will review deliverables and communicate acceptance or appropriate comments in a timely manner.

VII. PLACE OF PERFORMANCE

The Contractor shall perform at its own facilities.

VIII. PERIOD OF PERFORMANCE

The base period is one year from date of award with four one-year options thereafter.

IX. PAYMENT SCHEDULE

Advance payment is not authorized. The Contractor must invoice in the arrears according to the payment schedule. The Contractor shall be paid, in accordance with Net 30-day payment terms, upon receipt and acceptance of a proper invoice.

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SECTION E

INSPECTION AND ACCEPTANCE

E.1 52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAR 2001)

(a) "Definitions." As used in this clause-- "Contractor`s managerial personnel" means any of the Contractor`s directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of--

(1) All or substantially all of the Contractor`s business;

(2) All or substantially all of the Contractor`s operation at any one plant or separate location where the contract is being performed; or

(3) A separate and complete major industrial operation connected with the performance of this contract.

"Materials" includes data when the contract does not include the Warranty of Data clause.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the material, fabricating methods, work, and services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) 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.

(d) If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) Unless otherwise specified in the contract, the Government shall accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they shall be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(f) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (h) of this clause, the cost of replacement or correction shall be determined under the Payments Under Time-and-Materials and Labor-Hour Contracts clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

(g)

(1) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may--

(i) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract;

or

(ii) Terminate this contract for default.

(2) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute.

(h) Notwithstanding paragraphs (f) and (g) of this clause, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to--

(1) Fraud, lack of good faith, or willful misconduct on the part of the Contractor`s managerial personnel; or

(2) The conduct of one or more of the Contractor`s employees selected or retained by the Contractor after any of the Contractor`s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(i) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(j) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(k) Unless otherwise specified in the contract, the Contractor`s obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(End of Clause)

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SECTION F

DELIVERIES OR PERFORMANCE

F.1 52.242-15 STOP-WORK ORDER (AUG 1989)

(Reference 52.242-15)

F.2 52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

(Reference 52.242-17)

F.3 1352.270-70 PERIOD OF PERFORMANCE (APR 2010)

(a) The base period of performance of this contract is from TBD through . 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 I TBD Option II TBD Option III TBD Option IV TBD

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

(End of clause)

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SECTION G

CONTRACT ADMINISTRATION DATA

G.1 IDIQ Contract Details

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IDIQ CONTRACT INFORMATION

A . Description of contract:

This is an Indefinite-Delivery, Indefinite- Quantity (IDIQ) contract under which the contractor shall provide any or all of the services described in the Statement of Work (SOW) of the contract as detailed in individual task orders issued by the contracting officer during the term of this contract.

B . Multiple Award Contract:

The Government intends to award up to four contracts from this solicitation with a goal of reserving one contract for small business to the extent that this approach is in the best interests of the Government based on the proposals received. All proposals will be evaluated based on the evaluation factors detailed in section M of the RFP.

C. Task Order Procedures

The following procedures apply for the issuance of task orders under this multiple award contract. Task Orders under this contract shall be labor-hour or firm-fixed-price type task orders.

a. Periodically, the Contracting Officer may issue Requests for Task Order Proposals (“RFTOP”) and award task orders pursuant to this clause. The Contractor shall not be paid for the costs of preparing task order proposals.

b. The Contractor agrees that issuance of a task order in accordance with any of the procedures set forth in this clause is deemed to have provided the Contractor a “fair opportunity to be considered” as this phrase is used in Federal Acquisition Regulation (“FAR”) Part 16.505(b) and 41 U.S.C. § 4106.

c. Fair Opportunity Procedures.

(1) Small Business Reserve. In accordance with 19.504(c)(1)(ii), the Contracting Officer may issue orders directly to one small business concern for work that it can perform when there is only one contract award to any one type of small business concern.

(2) Where the contracting officer does not make a direct task order award pursuant to paragraph (1) above, the Contracting Officer shall provide each contractor a fair opportunity to be considered for a task order exceeding $3,500, unless one of the following exceptions applies:

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a. the agency need for the supplies or services is so urgent that providing a fair opportunity would result in unacceptable delays, which may include but is not limited to circumstances where deliverables are required within less than ten business days of task order award;

b. only one contractor is capable of providing the supplies or services required at the level of quality required because the supplies or services ordered are unique or highly specialized, which may include but is not limited to circumstances where less than all contractors have demonstrated experience or quality past performance in a particular competency during the IDIQ award phase or contract performance, contractors with such experience or quality past performance have a conflict of interest, or simultaneous work is being performed under another task order that thereby limits a contractor’s availability;

c. the order must be issued on a sole-source basis in the interest of economy and efficiency as a logical follow-on to an order already issued under the contract, provided that all awardees were given a fair opportunity to be considered for the original order, which may include but is not limited to circumstances where the need for services or advice is related to work performed under a previous task order;

d. it is necessary to place an order to satisfy a minimum guarantee;

e. for orders exceeding the simplified acquisition threshold, a statute expressly authorizes or requires that the order be placed with a specified source; or

f. the order is set-aside for small business concerns.

(3) Issuance of RFTOP. RFTOPs may be issued via oral communication (e.g., telephonic communication) or written communication (e.g., by letter, facsimile, electronic mail, or posting on website). An RFTOP will include at a minimum –

a. a description of the required work, required deliverables, and place of performance;

b. the anticipated performance period and/or delivery schedule;

c. a description of the task order type;

d. a reasonable response time, a common cut-off date for receipt of proposals, and the place for submission of proposals; and

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e. basis for award of the Task Order including significant factors and their relative importance.

(4) Submission of Task Order Proposal. The Contractor shall, within the timeframe specified in the RFTOP, provide its proposal addressing the requirements as specified in the RFTOP.

(5) Exchanges. The Contracting Officer may determine, after the submission of proposals, that additional information is necessary to award a task order. The following exchanges with contractors will not necessitate exchanges with all contractors:

a. exchanges to clarify certain aspects of proposals or to resolve minor clerical errors;

b. obtaining written agreement from the Contractor for incorporation of commitments/statements proposed by the Contractor in its technical or price proposals;

c. any matter pertaining to past performance, including but not limited to exchanges on adverse past performance information, additional…