COMBINED_SYNOPSIS-SOLICITATION_-_OPEN_ALL_SOURCES_2032H318R00001.pdf

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2032H318R00001, Daily News Service Requirement Combined Synopsis/Solicitation Notice Description Content

a. This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart 12.6 as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued.

b. Solicitation 2032H318R00001 is hereby issued as a Request for Proposal (RFP) and incorporates provisions and clauses in effect through Federal Acquisition Circular 2005-95.

c. Set-Aside and NAICS Code:

This acquisition is Unrestricted and open to all sources. The associated NAICS code is 519130.

d. Description of Requirement and items:

The Department of the Treasury, IRS, Office of Treasury Procurement Services intends to issue a Firm Fixed Price (FFP) contract to obtain Online Daily News Service in accordance with the attached Performance Work Statement (PWS) dated September 25, 2017.

The following Contract Line Items are associated with this requirement:

CLIN DESCRIPTION OF SERVICES PRICE

The contractor shall provide the necessary expertise to perform the tasks associated with this requirement as specified in the attached PWS.

0001 BASE PERIOD – (Nov. 3, 2017 – Nov. 2, 2018) $_________ 0002 OPTION PERIOD 1 – (Nov. 3, 2018 – Nov. 2, 2019) $_________ 0003 OPTION PERIOD 3 – (Nov. 3, 2019 – Nov. 2, 2020) $_________ 0004 OPTION PERIOD 3 – (Nov. 3, 2020– Nov. 2, 2021) $_________ 0005 OPTION PERIOD 4 – (Nov. 3, 2021 – Nov. 2, 2022) $_________

e. Delivery and Acceptance:

Delivery of all reports and services will be made to:

U.S. Department of the Treasury Office of the Assistant Secretary for Public Affairs ATTN: Carmen Alvarado 1500 Pennsylvania Avenue, NW

2032H318R00001 Page | 2

Washington, DC 20220

f. FOB Point:

The FOB POINT is Destination

g. FAR Provisions and Clauses:

The following FAR Provisions and Clauses are applicable to this notice:

ADDENDUM TO 52.212-1 INSTRUCTIONS TO OFFERORS - COMMERCIAL ITEMS (JAN 2017) ~

Instructions are attached

ADDENDUM TO 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014) ~

Evaluation Criteria are attached

52.212-3 - OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS (JAN

2017)

1052.212-4 - CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS. (ALTERNATE II)

(DEVIATION 2016-00001) (JAN 2016)

52.212-5 - CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS COMMERCIAL ITEMS (JAN 2017)

h. See the attachment for additional contract term and conditions determined necessary for this acquisition.

i. Questions / Inquiries:

Questions/Inquiries concerning this Combined Synopsis/Solicitation are due via email to Marsha Coleman at Marsha.L.Coleman@irs.gov and Seraphina Hanan at Seraphina.Hanan@irs.gov by Wednesday, October 11, 2017, at 4:00 PM Eastern.

j. The Defense Priorities and Allocation System is not applicable to this acquisition.

k. Proposal Due Date/Time:

Responses to this Combined Synopsis/Solicitation shall be made electronically to Marsha Coleman at Marsha.L.Coleman@irs.gov and Seraphina Hanan at Seraphina.Hanan@irs.gov no later than Tuesday, October 17, 2017, at 4:00 PM Eastern. SEE ATTACHMENT FOR

SUBMISSION INSTRUCTIONS.

mailto:Marsha.L.Coleman@irs.gov mailto:Seraphina.Hanan@irs.gov mailto:Seraphina.Hanan@irs.gov

RFP No. 2032H318R00001 Page 1 of 55

SECTION I: PERFORMANCE WORK STATEMENT (PWS)

ONLINE DAILY NEWS SERVICE

25 September 2017

A. BACKGROUND INFORMATION

The Office of Public Affairs develops and implements communications strategy for the Department of the Treasury and advises officials within the Department and its bureaus how best to communicate issues and priorities of public interest. It informs all Treasury staff and executives about the most important elements of key stories appearing in local, regional and national media markets and time-saving coverages of Treasury’s targeted areas.

B. SCOPE

Provide a daily online news service that will cast the widest news net possible to capture substantive coverage of Treasury related news with mentions of the Department and senior Treasury officials.

C. CONTRACTOR REQUIREMENTS: SPECIFIC TASKS

The Contractor shall provide the service as specified in tasks below:

Task 1: Daily online news service briefings, delivered electronically. [Please provide pricing options for delivery 7 days a week, and also for delivery 5 days a week, Monday through Friday.] The first briefing shall be delivered at 5:45am EST/DST “Treasury First Read” designated for select Senior Treasury Officials, and the second more in-depth version delivered at 6:00am EST/DST or on at alternative time as specified by the government to Treasury senior leadership with the exception of observed Federal Holidays, the Friday after Thanksgiving and a second day after Christmas. The first briefing shall include the following categories:

• Secretary Mentions (Highlighting of Secretary Mentions)

• Major Department Mentions

• Broadcasts

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Along with the contents of the first briefing, the second briefing shall include the following categories:

• Treasury in the News

• Leading National News

• International News (Top Stories and Finance Specific)

• Housing Industry News

• Markets

• Budgets

• Financial Reform

• TFI/Sanctions

• OFAC/Terrorism and Anti-Money Laundering

• Regulatory Reform

• Tax Reform

• Monetary Policy

• Federal Reserve

• House Financial Services

• Senate Finance

• Senate Banking

• House Ways and Means

• Trade

• Economic Growth

• News by Bureau as follows:

o Internal Revenue Service o OCC in the News o Bureau of Public Debt/Fiscal Services o Office of Inspector General o Bureau of Engraving and Printing o FinCen

• The Big Picture (Headlines from Today’s Front Pages)

• Washington’s Schedule

Task 2: The online service briefings shall include a human-edited top level view of the day’s news about the U.S. Department of The Treasury. Coverage should include substantive mentions of Treasury and senior Treasury officials. Additionally, the briefings shall inform Treasury staff about the most important elements of key stories appearing in local, regional and national news media markets and time-saving coverage of Treasury’s targeted areas that includes television news that is seamlessly integrated with print coverage. Coverage from blogs

RFP No. 2032H318R00001 Page 3 of 55 and specialty press where available shall also be included. The briefings shall be available in the following formats:

• A secure, contractor-hosted website with a searchable archive and downloadable Word and PDF versions;

• Email which may include PDA-friendly versions to selected staff members and;

• Kindle, iPAD, and other developed methods

• iPhone optimized version

• Searchable Archives

D: REPORTING REQUIREMENTS/DELIVERABLES AND DELIVERY SCHEDULE

The Contractor shall deliver the desired outcomes from section C above according to the performance standards noted in the Quality Assurance Plan.

E: PROGRAM MANAGEMENT AND CONTROL REQUIREMENTS

PLACE OF PERFORMANCE

The Contractor shall perform a majority of the work remotely, from the contractor’s location, via a secure, contractor-hosted website with a searchable archive and downloadable Word and PDF versions.

PERIOD OF PERFORMANCE

The base period of performance for this contract shall be from November 03, 2017 through November 02, 2018.

Optional Years period of performance are as follows:

Option Year 1: November 03, 2018 through November 02, 2019 Option Year 2: November 03, 2019 through November 02, 2020 Option Year 3: November 03, 2020 through November 02, 2021 Option Year 4: November 03, 2021 through November 02, 2022

F: INSPECTION AND ACCEPTANCE

The Assistant Secretary for Public Affairs and Counselor will determine if the work products are acceptable and forward this information via email to the Contracting Officer’s Representative (COR) and the Contract Specialist. The standards set in the QASP will be the

RFP No. 2032H318R00001 Page 4 of 55 objective measurements used to determine if the service deliverables are accepted or rejected. The Contractor may be required to revise the service deliverables to meet the QASP standards as set.

G: SECTION 508 COMPLIANCE

This service must meet industry standards to comply with 508 of the Rehabilitation Act of 1973.

H: ATTACHMENTS

Attachment 1: Performance requirements Summary Attachment 2: Quality Assurance Surveillance Plan

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SECTION II: CONTRACT ADMINISTRATION TERMS AND CONDITIONS

1. AUTHORITY – CONTRACTING OFFICER, CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE AND

CONTRACTOR’S PROJECT MANAGER

Contracting Officer

a. The Contracting Officer for this action is:

MARSHA COLEMAN

U.S. Department of the Treasury, IRS, OS:PR:T

5000 Ellin Road, Stop C7-430 Lanham, MD 20706 Telephone: 240-613-5493 E-Mail: Marsha.L.Coleman@irs.gov

The Contracting Officer, in accordance with Subpart 1.6 of the Federal Acquisition Regulation, is the only person authorized to make or approve any changes in any of the requirements of this contract, and notwithstanding any clauses contained elsewhere in this contract, the said authority remains solely with 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 price to cover any increase in cost incurred as a result thereof.

Contracting Officer’s Representative (COR)

b. The Contracting Officer’s Representative for this action is:

TBD

U.S. Department of the Treasury, D.O.

Office of the Assistant Secretary for Public Affairs 1500 Pennsylvania Ave. NW Washington, DC 20220 Telephone: TBD E-Mail: TBD

The COR will represent the Contracting Officer in the administration of technical details within the scope of this contract. The COR is also responsible for the final inspection and acceptance of all reports, and such other responsibilities as may be specified in the contract. The COR is not otherwise authorized to make any representations or commitments of any kind on behalf of the Contracting Officer or the Government. The COR does not have authority to alter the Contractor’s obligations or to change the specifications, terms or conditions or any other factors that will affect Price, Time and deliverables. If, as a result of technical discussions, it is desirable to modify

RFP No. 2032H318R00001 Page 6 of 55 obligations or Performance Work Statement, changes will be issued in writing and signed by the Contracting Officer.

The COR’s assignment for this contract may be changed at any time by the Government without prior notice to the Contractor. The Contractor will be notified of the change.

Contractor Project Manager

c. The Contractor’s designated Project Manager for this contract is:

Name: ________________________ Address: ______________________ Phone: ________________________ E-mail: ________________________

The Contractor shall provide a Project Manager for this contract who shall have the authority to make any no-cost technical, hiring, and dismissal decisions, or special arrangement regarding this contract. The Project Manager shall be responsible for the overall management and coordination of this contract and shall act as the central point of contact with the Government. The Project Manager shall have full authority to act for the Contractor in the performance of the required services. The Project Manager, or a designated representative, shall meet with the COR to discuss problem areas as they occur. The Project Manager or designated representative shall respond within four hours after notification of the existence of a problem.

2. TYPE OF CONTRACT

The Government anticipates award of a firm fixed price (FFP) contract resulting from this solicitation.

3. PERIOD OF PERFORMANCE

The base year period of performance for this contract shall be from November 3, 2017 to November 2, 2018.

Optional Years period of performance are as follows:

Option Year 1: November 3, 2018 to November 2, 2019 Option Year 2: November 3, 2019 to November 2, 2020 Option Year 3: November 3, 2020 to November 2, 2021 Option Year 4: November 3, 2021 to November 2, 2022

4. INVOICE SUBMITTAL REQUIREMENTS

The contractor shall submit invoices as follows:

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

http://www.ipp.gov/

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(b) The contractor shall submit invoices in a format that replicates the line item (CLIN) and subline item (subCLIN) structure of the task order or, in the case of an order against a task order, the CLIN and subCLIN structure of the order. Each invoice shall provide, by CLIN and subCLIN, the line item number, description, quantity being invoiced, unit of measure, unit price, and current invoiced amount. Each invoice shall sequence CLINs and subCLINs in the same order in which they appear in the contract or order and shall be totaled at the bottom of the invoice.

5. EVALUATION OF CONTRACTOR PERFORMANCE

Interim and final evaluations of contractor performance will be prepared on this contract in accordance with FAR Subpart 42.15. A final performance evaluation will be prepared at the time of completion of work. In addition to the final evaluation, interim evaluations will be prepared annually to coincide with the anniversary date of the contract. Interim and final evaluations will be provided to the contractor as soon as practicable after completion of the evaluation. The contractor will be permitted 30 days to review the document and to submit additional information or a rebutting statement. Any disagreement between the parties regarding an evaluation will be referred to an individual one level above the contracting officer, whose decision will be final. 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.

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SECTION III: CONTRACT PROVISIONS AND CLAUSES

The following FAR provisions are incorporated into this solicitation:

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

This solicitation incorporates one or more solicitation provisions 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. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this address: https://www.acquisition.gov/far/

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

Number Title Date_________

52.202-1 DEFINITIONS NOV 2013

52.204-7 SYSTEM FOR AWARD MANAGEMENT OCT 2016

52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS OCT 2015

52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS JAN 2017

52.213-2 INVOICES APR 1984

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER JUL 2013

—SYSTEM FOR AWARD MANAGEMENT

52.233-1 DISPUTES MAY 2014

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM OCT 2004

52.242-17 GOVERNMENT DELAY OF WORK APR 1984

(End of provision)

Clauses incorporated by full text:

52.203-17 - CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM

EMPLOYEES OF WHISTLEBLOWER RIGHTS. (APR 2014)

(a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-

239) and FAR 3.908 https://www.acquisition.gov/far/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%203_9.html#wp1081284

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(b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in section 3.908 of the Federal Acquisition Regulation.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold.

(End of clause)

52.203-18 - PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE CERTAIN INTERNAL

CONFIDENTIALITY AGREEMENTS OR STATEMENTS-REPRESENTATION (JAN 2017)

(a) Definition.

“Internal confidentiality agreement or statement,” “subcontract”, and “subcontractor”, as used in this provision, are defined in the clause at 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements.

(b) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions), Government agencies are not permitted to use funds appropriated (or otherwise made available) for contracts with an entity that requires employees or subcontractors of such entity seeking to report waste, fraud, or abuse to sign internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

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

(d) Representation. By submission of its offer, the Offeror represents that it will not require its employees or subcontractors to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

(End of Provision) https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%203_9.html#wp1081284

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52.203-19 - PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR

STATEMENTS (JAN 2017)

(a) Definitions. As used in this clause–

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

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

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

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

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

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

(e) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015, (Pub. L. 113-235), and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions) use of funds appropriated (or otherwise made available) is prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

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

(End of clause)

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52.209-5 - CERTIFICATION REGARDING RESPONSIBILITY MATTERS (OCT 2015)

(a)(1) The Offeror certifies, to the best of its knowledge and belief, that—

(i) The Offeror and/or any of its Principals—

(A) Are [ ] are not [ ] presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

(B) Have [_] have not [ ], within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if offeror checks “have”, the offeror shall also see 52.209-7, if included in this solicitation);

(C) Are [_] are not [ ] presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision;

(D) Have [ ], have not [ ], within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied.

(1) Federal taxes are considered delinquent if both of the following criteria apply:

(i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted.

(ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded.

(2) Examples.

(i) The taxpayer has received a statutory notice of deficiency, under I.R.C. § 6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. § 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

https://www.acquisition.gov/sites/default/files/current/far/html/52_207_211.html#wp1144964

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(iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. § 6159.

The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment.

(iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code).

(ii) The Offeror has [ ] has not [ ] , within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency.

(2) “Principal,” for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

This Certification Concerns a Matter Within the Jurisdiction of an Agency of the United States and the Making of a False, Fictitious, or Fraudulent Certification May Render the Maker Subject to Prosecution Under Section 1001, Title 18, United States Code.

(b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

(c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror’s responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible.

(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default.

(End of provision)

52.209-11 – REPRESENTATION BY CORPORATIONS REGARDING DELINQUENT TAX LIABILITY OR A

FELONY CONVICTION UNDER ANY FEDERAL LAW (FEB 2016)

(a) As required by sections 744 and 745 of Division E of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L 113-235), and similar provisions, if contained in subsequent appropriations acts, the Government will not enter into a contract with any corporation that--

RFP No. 2032H318R00001 Page 13 of 55

(1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or

(2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless an agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government.

(b) The Offeror represents that—

(1) It is [_] is not [_] a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and

(2) It is [_] is not [_] a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months.

IR1052.209-9002 - NOTICE AND CONSENT TO DISCLOSE AND USE OF TAXPAYER RETURN

INFORMATION

(a) Definitions. As used in this provision-

"Authorized representative(s) of the offeror" means the person(s) identified to the Internal Revenue Service (IRS) within the consent to disclose by the offeror as authorized to represent the offeror in disclosure matters pertaining to the offer.

"Delinquent Federal tax liability" means any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability.

"Tax check" means an IRS process that accesses and uses taxpayer return information to support the Government`s determination of an offeror`s eligibility to receive an award, including but not limited to implementation of the statutory prohibition of making an award to corporations that have an unpaid Federal tax liability (see FAR 9.104-5(b)).

(b) Notice. Pursuant to 26 U.S.C. 6103(a) taxpayer return information, with few exceptions, is confidential. Under the authority of 26 U.S.C. 6103(h)(1), officers and employees of the Department of the Treasury, including the IRS, may have access to taxpayer return information as necessary for purposes of tax administration. The Department of the Treasury has determined that an IRS contractor`s compliance with the tax laws is a tax administration matter and that the access to and use of taxpayer return information is needed for determining an offeror`s eligibility to receive an award, RFP No. 2032H318R00001 Page 14 of 55 including but not limited to implementation of the statutory prohibition of making an award to corporations that have an unpaid Federal tax liability (see FAR 9.104-5).

(1) The performance of a tax check is one means that will be used for determining an offeror`s eligibility to receive an award in response to this solicitation (see FAR 9.104). As a result, the offeror may want to take steps to confirm it does not have a delinquent Federal tax liability prior to submission of its response to this solicitation. If the offeror recently settled a delinquent Federal tax liability, the offeror may want to take steps to obtain information in order to demonstrate the offeror`s responsibility to the contracting officer (see FAR 9.104-5).

(c) The offeror shall execute the consent to disclosure provided in paragraph (d) of this provision and include it with the submission of its offer. The consent to disclosure shall be signed by an authorized person as required and defined in 26 U.S.C. 6103(c) and 26 CFR 301.6103(c)-1(e)(4).

(d) Consent to disclosure. I hereby consent to the disclosure of taxpayer return information (as defined in 26 U.S.C. 6103(b)(2)) as follows:

The Department of the Treasury, Internal Revenue Service, may disclose the results of the tax check conducted in connection with the offeror’s response to this solicitation, including taxpayer return information as necessary to resolve any matters pertaining to the results of the tax check, to the authorized representatives of _______________ on this offer.

I am aware that in the absence of this authorization, the taxpayers return information of _________________ is confidential and may not be disclosed, which subsequently may remove the offer from eligibility to receive an award under this solicitation.

PERSON(S) NAME AND CONTACT INFORMATION

I consent to disclosure of taxpayer return information to the following person(s):

I certify that I have the authority to execute this consent on behalf of:

Offeror Name: ______________________________________ Offeror Taxpayer Identification Number: __________________ Offeror Address: _____________________________________

Name of Individual Executing Consent: ___________________ Title of Individual Executing Consent: _____________________ Signature: __________________________________________ Date: ______________________________________________

RFP No. 2032H318R00001 Page 15 of 55

1052.212-4 - CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS. (ALTERNATE II) (DEVIATION

2016-00001) (JAN 2016)

As prescribed in 1012.301-70, when a commercial item contract is contemplated substitute, paragraphs, (s), and (u) for those in the basic FAR clause; and additionally, add subparagraph (e) (2) and paragraph

(w) to the basic FAR clause.

(e) Definitions.

(2) As used in this clause, "Commercial supplier agreements" means terms and conditions customarily offered to the public by vendors of supplies or services that meet the definition of commercial item set forth in FAR 2.101and intended to create a binding legal obligation on the end user. Commercial supplier agreements (CSA) are particularly common in information technology acquisitions, including acquisitions of commercial computer software and commercial technical data, but they may apply to any supply or service. The term applies-

(i) Regardless of the format or style of the document. For example, a CSA may be styled as standard terms of sale or lease, Terms of Service (TOS),End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of an offer or quotation responding to a solicitation;

(ii) Regardless of the media or delivery mechanism used. For example, a CSA may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, Unauthorized Obligations, and Commercial Supplier Agreements-Unenforceable Clauses paragraphs of this clause,

(3) The clause at 52.212-5.

(4) Solicitation provisions if this is a solicitation.

(5) Other paragraphs of this clause.

RFP No. 2032H318R00001 Page 16 of 55

(6) Addenda to this solicitation or contract, including any license agreements for computer software.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any CSA, that includes any language, provision, or clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such language, provision, or clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the CSA. If the CSA is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such language, provision, or clause is deemed to be stricken from the CSA.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(w) Commercial supplier agreements -unenforceable clauses. When any supply or service acquired under this contract is subject to a CSA, the following language shall be deemed incorporated into the CSA. As used herein, "this agreement" means the CSA:

(1) Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the Government, the following shall apply:

(i) Applicability. This agreement is a part of a contract between the commercial supplier and the Government for the acquisition of the supply or service that necessitates a license (including all contracts, task orders, and delivery orders under FAR part 12).

(ii) End user. This agreement shall bind the Government as end user but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity.

RFP No. 2032H318R00001 Page 17 of 55

(iii) Law and disputes. This agreement is governed by Federal law.

(A) Any language purporting to subject the Government to the laws of a U.S. state, U.S.

territory, district, or municipality, or a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted.

(B) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted.

(C) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted.

(iv) Continued performance. If the supplier or licensor believes the Government to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in paragraph (d) of this clause.

(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, (A) binding arbitration shall not be used unless specifically authorized by agency guidance, and (B) equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act).

(vi) Additional terms.

(A) This agreement may unilaterally incorporate additional terms by reference. Terms may be included by reference using electronic means (e.g., via web links, click and accept, etc.).

Such terms shall be enforceable only to the extent that:

(1) When included by reference using electronic means, the terms are readily available at referenced locations; and

(2) Terms do not materially change government obligations; and

(3) Terms do not increase government prices; and

(4) Terms do not decrease overall level of service; and

(5) Terms do not limit any other Government rights addressed elsewhere in this contract.

(B) The order of precedence clause of this contract notwithstanding, any software license terms unilaterally revised subsequent to award that is inconsistent with any material term or provision of this contract is not enforceable against the Government.

(vii) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or

RFP No. 2032H318R00001 Page 18 of 55 service shall not renew automatically upon expiration of its current term without prior express Government approval.

(viii) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C.516.

(ix) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user's compliance with this agreement is hereby amended as follows:

(A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the Government. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order.

(B) This charge, if disputed by the Government, will be resolved through paragraph (d) of this clause; no payment obligation shall arise on the part of the Government until the conclusion of the dispute process.

(C) Any audit requested by the commercial supplier or licensor will be performed at the commercial supplier’s or licensor’s expense, without reimbursement by the Government and must be performed within the parameters of the Government’s security procedures.

(D) The Contractor must notify the Contracting Officer of any audit request.

(x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the underlying contract.

(xi) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval, except as expressly permitted under paragraph (b) of this clause.

(xii) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the contract price shall be deemed "confidential information." Issues regarding release of "unit pricing" will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement.

RFP No. 2032H318R00001 Page 19 of 55

(2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (w)(1) of this clause, the language, provisions, or clause of paragraph (w)(1) of this clause shall prevail to the extent of such inconsistency.

(End of clause)

1052.232-39 - UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS. (DEVIATION 00002) (JAN 2016)

As prescribed in 1032.706-370, insert the following clause:

1052.232-39 Unenforceability of Unauthorized Obligations. (Deviation 00002) (January 2016)

(a) Definition. As used in this clause-

"Commercial supplier agreements" means terms and conditions customarily offered to the public by vendors of supplies or services that meet the definition of commercial item set forth in FAR 2.101 and intended to create a binding legal obligation on the end user. Commercial supplier agreements (CSA) are particularly common in information technology acquisitions, including acquisitions of commercial computer software and commercial technical data, but they may apply to any supply or service. The term applies-

(1) Regardless of the format or style of the document. For example, a CSA may be styled as standard terms of sale or lease, Terms of Service (TOS),End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of an offer or quotation responding to a solicitation;

(2) Regardless of the media or delivery mechanism used. For example, a CSA may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction.

(b) Except as stated in paragraph (c) of this clause, when any supply or service acquired under this contract is subject to any CSA, that includes any language, provision, or clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(1) Any such language, provision, or clause is unenforceable against the Government.

(2) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the CSA. If the CSA is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

RFP No. 2032H318R00001 Page 20 of 55

(3) Any such language, provision, or clause is deemed to be stricken from the CSA.

(c) Paragraph (b) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(End of clause)

52.212-3 - OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS (JAN 2017)

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically via the System for Award Management (SAM) website located at https://www.sam.gov/portal. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through

(u) of this provision.

(a) Definitions. As used in this provision— “Administrative merits determination” means certain notices or findings of labor law violations issued by an enforcement agency following an investigation. An administrative merits determination may be final or be subject to appeal or further review. To determine whether a particular notice or finding is covered by this definition, it is necessary to consult section II.B. in the DOL Guidance.

“Arbitral award or decision” means an arbitrator or arbitral panel determination that a labor law violation occurred, or that enjoined or restrained a violation of labor law. It includes an award or decision that is not final or is subject to being confirmed, modified, or vacated by a court, and includes an award or decision resulting from private or confidential proceedings. To determine whether a particular award or decision is covered by this definition, it is necessary to consult section II.B. in the DOL Guidance.

“Civil judgment” means–

(1) In paragraph (h) of this provision: A judgment or finding of a civil offense by any court of competent jurisdiction.

(2) In paragraph (s) of this provision: Any judgment or order entered by any Federal or State court in which the court determined that a labor law violation occurred, or enjoined or restrained a violation of labor law. It includes a judgment or order that is not final or is subject to appeal. To determine whether a particular judgment or order is covered by this definition, it is necessary to consult section II.B. in the DOL Guidance.

“DOL Guidance” means the Department of Labor (DOL) Guidance entitled: “Guidance for Executive Order 13673, ‘Fair Pay and Safe Workplaces’”. The DOL Guidance was initially published in the Federal Register on August 25, 2016, and significant revisions will be published for public comment in the Federal Register. The DOL Guidance and subsequent versions can be obtained from www.dol.gov/fairpayandsafeworkplaces.

https://www.sam.gov/portal https://www.acquisition.gov/sites/default/files/current/far/html/www.dol.gov/fairpayandsafeworkplaces

RFP No. 2032H318R00001 Page 21 of 55

“Economically disadvantaged women-owned small business (EDWOSB) concern” means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

“Enforcement agency” means any agency granted authority to enforce the Federal labor laws. It includes the enforcement components of DOL (Wage and Hour Division, Office of Federal Contract Compliance Programs, and Occupational Safety and Health Administration), the Equal Employment Opportunity Commission, the Occupational Safety and Health Review Commission, and the National Labor Relations Board. It also means a State agency designated to administer an OSHA-approved State Plan, but only to the extent that the State agency is acting in its capacity as administrator of such plan. It does not include other Federal agencies which, in their capacity as contracting agencies, conduct investigations of potential labor law violations. The enforcement agencies associated with each labor law under E.O. 13673 are–

(1) Department of Labor Wage and Hour Division (WHD) for–

(i) The Fair Labor Standards Act;

(ii) The Migrant and Seasonal…