9523ZY23Q0028 Combined Synopsis-Solicitation.pdf

RFQ 9523ZY-23-Q-0028

COTS Legal Education Services Relevant to Financial Markets

PART I

STATEMENT OF WORK

A. INTRODUCTION

The United States Commodity Futures Trading Commission (“CFTC” or “Commission”) requires a commercial off-the-shelf (“COTS”) continuing legal education (“CLE”) accredited training solution that shall enable CFTC’s personnel to meet/maintain state certification requirements through means of classroom and virtual legal education services, as required for state certification.

B. BACKGROUND

Congress created the Commission in 1975 as an independent agency with the mandate to regulate commodity futures and option markets in the United States. The Commission protects market participants against manipulation, abusive trade practices and fraud. Through effective oversight and regulation, CFTC enables the markets to serve better their important functions in the nation’s economy – providing a mechanism for price discovery and a means of offsetting price risk.

CFTC is comprised of five Commissioners appointed by the President of the United States.

The President also designates one of the Commissioners to serve as Chairperson. The Commission currently operates from a headquarters office in Washington, DC and regional offices in Chicago, IL, New York, NY and Kansas City, MO. The majority of CFTC’s workforce is attorneys, economists, auditors, and trading investigators.

In December, 2009, the U.S. Office of Personnel Management issued in the Federal Register its final rule implementing training and development requirements contained in the Federal Workforce Flexibility Act of 2004. Building on these two significant events, CFTC wishes to ensure its training program remains dynamic and able to effectively and efficiently address emerging training requirements for all of its employees.

C. SCOPE

The contractor shall furnish all personnel, facilities, equipment, material, supplies, and services (except as may be expressly set forth as furnished by the Government) and otherwise do all things necessary for, or incidental to, providing the training services described in this Statement of Work. The contractor shall also provide access to web-resources, live web conferencing (e.g., WebEx) and on-demand training resources. With respect to online resources, CFTC will ensure its personnel have all equipment (e.g., personal computers) and internet connectivity necessary to access the online resources.

CFTC requires an enterprise-level solution (i.e., unlimited memberships for unlimited access to the contractor’s resources), and estimates that the following number of personnel will be given access to the contractor’s resources during the period of performance of this contract.

Contract Period Employees

Each Period of Performance 800

The figure above represents CFTC’s best estimate of the number of employees that will be given access to the contractor’s services during this period. The actual number may be higher or lower each year.

At this time, the Commission does not anticipate that the number of employees will change significantly from the estimate in the above table over the duration of the contract. However, the Commission reserves the right to seek an equitable adjustment to the contract pricing (i.e., current period and future option periods) if it determines that the number of eligible employees is, or will be, significantly lower (i.e., by 10% or more) than the estimates in the above table.

D. TASK DESCRIPTIONS

1. Kick-Off Meeting / Project Initiation

Within five (5) business days after contract award, the contractor shall participate in a contract kick-off meeting with CFTC to discuss the requirements of this contract. At a minimum, the contractor’s Account Representative shall attend the meeting. It is anticipated that the Contracting Officer and Contracting Officer’s Representative (“COR”) will attend the meeting for CFTC. The contractor shall coordinate scheduling of the meeting with the COR. The COR will develop the agenda for the meeting.

All of the contractor’s services shall be available to CFTC’s employees within two (2) weeks after receipt of the applicable required information (e.g., employee names) from the COR.

2. In-Person and e-Learning Training

The contractor shall provide CFTC with unlimited (i.e., unrestricted registrations and/or attendance) e-Learning training which includes, but is not limited to, virtual and web-based modules, webcasts and webinars. The contractor’s courseware shall include, but not be limited to, offerings relevant to the Dodd–Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111–203, H.R. 4173), financial markets, government regulations and ethics. Collectively, the library of the contractor’s COTS courses shall be CLE-accredited and be recognized by the Bar of all U.S. states, commonwealths, territories and the District of Columbia. CFTC does not require that all courses shall be certified by all these entities. The COR shall be given access to the contractor’s e-Learning system for the purposes of generating real-time reports, performing roster management and conducting query searches regarding student usage of the services.

Additionally, the contractor shall facilitate training events (e.g., seminars) that include, but are not limited to, updates and/or changes to the Dodd-Frank Act, Government markets and financial markets. The contractor shall ensure that each of the offered in-person training events can physically accommodate a minimum of 100 CFTC employees. CFTC prefers that a live stream online option (e.g., WebEx) be available for CFTC members that cannot attend in person. Recorded versions of all in-person events shall be provided to CFTC within one

(1) month after the respective events. In-person training facilities and equipment shall be furnished by the contractor unless otherwise agreed upon by both parties. Training events shall be open to CFTC members at no additional cost.

3. Course Materials

The contractor’s training materials for its online courses shall be available electronically for CFTC’s employees to view, download and print. In the event digital course material is not available, the contractor shall furnish hardcopies of the materials as requested by the COR.

Additionally, the contractor shall ensure that sufficient quantities of its training materials (i.e., electronic or hardcopy) are available for all of CFTC’s employees attending each of the contractor’s in-person training events.

E. REPORTING

1. Monthly Tracking Report

The contractor shall furnish a monthly tracking report that identifies each employee’s course engagement [e.g., course completion date and course title/type (webinar, live session, and on-demand)]. The monthly tracking report shall also include a summary which quantifies overall course types (e.g., total number of webinars taken by Commission employees, total number of live sessions attended, total number of on-demand resources used, etc.). The monthly tracking report shall be delivered to the COR no later than the 10th business day of the month following the reporting period. The following figure is provided as an example of how the monthly tracking report should be structured. At a minimum, the monthly tracking reports shall include the data elements displayed in this figure.

Monthly Tracking Report Month: January 2023

No. Employee Data Course Data Employee. Name Division Office

Location Course Title Completion

Date Course Type

1 Baker, Jane DA DC Ethics 201 1/3/2023 Webinar 2 Doe, John OGC CH Dodd-Frank 1/23/2023 Live session 3 James, Mike MPD NY Dodd-Frank 1/23/2023 Live session 4 Smith, John DOE KS Leadership 101 1/31/2023 On-demand

Course Summaries Webinars 1 Live Session 2 On-demand 1

2. Master Tracking Report

Using the information contained in the monthly tracking reports, the contractor shall furnish a master tracking report on a quarterly basis. The master tracking report shall be delivered to the COR no later than the 10th business day of the month following the reporting period. For example, the master tracking report covering the months of August, September and October would be due by the 10th business day of November.

The following figure is provided as an example of how the master tracking report should be structured. At a minimum, the master tracking reports shall include the data elements displayed in this figure.

Master Tracking Report Month: January 2023

No. Employee Data Course Data Employee. Name Division Office

Location Jan Feb Mar

1 Baker, Jane DA DC Ethics 201

Webinar 1/23/23 N/A N/A

2 Doe, John OGC CH N/A Dodd-Frank Live Session 2/14/23

Ethics 201 Webinar 3/02/23

3 James, Mike MPD NY Ethics 101 Webinar 1/23/23

Ethics 201 Live Session 2/7/23

N/A

4 Smith, John DOE KS N/A N/A Markets 101 On Demand 3/23/23

Course Summaries Webinars 3 Live Session 2 On-demand 1

PART II

ADDITIONAL TERMS AND CONDITIONS

1. CONTRACT PRICING – FIRM FIXED PRICE CONTRACT

The total Firm-Fixed-Price is $____________.

2. DESCRIPTION OF SUPPLIES/SERVICES

CLIN/Description QTY UNIT

UNIT

PRICE

TOTAL

FUNDED

AMOUNT

Base Period (11/1/2023 – 10/31/2024) 00001: COTS Legal Education Services Relevant to Financial Markets

12 MO $ $ GOV USE

Total – Base Period $ GOV USE

Option Period 1 (11/1/2024 – 10/31/2025) 10001: COTS Legal Education Services Relevant to Financial Markets

12 MO $ $ GOV USE

Total – Option 1 $ GOV USE

Option Period 2 (11/1/2025 – 10/31/2026) 20001: COTS Legal Education Services Relevant to Financial Markets

12 MO $ $ GOV USE

Total – Option 2 $ GOV USE

Option Period 3 (11/1/2026 – 10/31/2027) 30001: COTS Legal Education Services Relevant to Financial Markets

12 MO $ $ GOV USE

Total – Option 3 $ GOV USE

Option Period 4 (11/1/2027 – 10/31/2028) 40001: COTS Legal Education Services Relevant to Financial Markets

12 MO $ $ GOV USE

Total – Option 4 $ GOV USE Total Contract Value $ GOV USE

3. PERIOD OF PERFORMANCE

The Period of Performance for CLIN 00001 - Base is November 1, 2023 through October 31, 2024.

4. OPTION TO EXTEND THE TERM OF THE CONTRACT

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days prior to contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

The period of performance of the Options, if exercised, are as follows:

Option Period 1: 11/01/2024 through 10/31/2025 Option Period 2: 11/01/2025 through 10/31/2026 Option Period 3: 11/01/2026 through 10/31/2027 Option Period 4: 11/01/2027 through 10/31/2028

5. CONTRACTING OFFICER

For the purpose of this contract, the Contracting Officer is:

Tamara Jones Commodity Futures Trading Commission Business Operations Branch 1155 21st Street, NW Washington, DC 20581 Phone: (202) 418-5341 E-Mail: T_Jones@cftc.gov

6. CONTRACTING OFFICER’S REPRESENTATIVE

The Contracting Officer’s Representative (COR) will be identified at the time of contract award.

7. TECHNICAL DIRECTION AND SURVEILLANCE

(a) Performance of work under this contract shall be subject to the surveillance and written technical direction of the COR. The term “technical direction” is defined to include:

(1) Directions to the contractor that provide clarification of the requirements described in the Statement of Work.

(2) Inspection and acceptance of deliverables completed by the contractor under this contract.

(b) The COR does not have authority to, and may not, issue any technical direction which:

(1) Assigns additional work outside the scope of work for the contract;

(2) Constitutes a change as defined in the contract clause(s) that address “changes”;

(3) In any manner causes an increase or decrease in the contract price or the time required for performance;

(4) Changes any of the expressed terms, conditions or specifications of the contract; or

(5) Interferes with the contractor’s right to perform the terms and conditions of the

(c) All technical direction shall be issued in writing by the COR. The contractor shall proceed promptly with the performance of technical directions duly issued by the COR in the manner prescribed in this clause and within his/her authority under the provisions of this clause. If, in the opinion of the contractor, any instruction or direction by the COR would increase or decrease the cost of the contract or result in work outside the scope of this contract, the contractor shall not proceed but shall immediately notify the Contracting Officer in writing. It is anticipated that within 30 days of receiving the notification from the contractor, the Contracting Officer will either issue an appropriate contract modification or advise the contractor in writing that:

(1) The technical direction is rescinded in its entirety;

(2) The technical direction is within the scope of the contract, does not constitute a change as defined in the contract clause(s) that address “changes” and that the contractor should continue with the performance of the technical direction.

(d) A failure of the contractor and Contracting Officer to agree that the technical direction is within scope of the contract, or a failure to agree upon the contract action to be taken with respect thereto, shall be subject to the provisions of the “Disputes” clause of the contract.

(e) Any action(s) taken by the contractor in response to any direction given by any person other than the Contracting Officer or the COR whom the Contracting Officer shall appoint shall be at the contractor’s risk.

8. ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS

The requirements of the Prompt Payment Act, P.L. 97-177, as reflected in the clauses incorporated into the contract (e.g., FAR clauses 52.232-25, Prompt Payment, and 52.212-4, Contract Terms and Conditions--Commercial Products and Commercial Services) apply to this contract.

Payment requests (i.e., invoices) shall be submitted electronically through the Delphi eInvoicing system via Login.gov on a monthly basis for processing and payment. (For foreign contractors see Note at end of clause.) The CFTC’s Delphi eInvoicing system is managed by the Department of Transportation’s Enterprise Services Center (ESC).

Invoices shall include sufficient detail to identify the contract CLIN(s) for which the request for payment is being made. The contractor shall also complete the “Period of Performance Begin” and “Period of Performance End” fields when submitting an invoice through the eInvoicing system, corresponding to the period of performance of the submitted invoice.

Upon contract award, the contractor shall provide an invoicing point of contact to the Contracting Officer as follows:

First and Last Name Email Address (not a centralized email address) Phone Number

The contractor shall notify the Contracting Officer of changes to the above information within ten (10) days after the change.

The contractor shall access the eInvoicing System using the following link:

https://einvoice.esc.gov/

If the contractor requires assistance with the eInvoicing system, they may contact the ESC help desk:

ESC Help Desk for the Delphi eInvoicing System

Business Hours: 8:00am to 7:00pm 1-866-641-3500

In the event a refund is due the government, the contractor shall remit payment via the secured electronic government collections system, www.pay.gov.

Note: All requirements in this clause for submitting invoices through the Delphi eInvoicing system (i.e. “iSupplier”) apply only to domestic contractors. Foreign contractors shall only submit invoices via email to 9-amc-amz-cftc@faa.gov. For purposes of this clause, “foreign contractor” means a contractor organized or existing under the laws of a country other than the United States. All other requirements in this clause apply to both domestic and foreign contractors.

9. LIABILITY

The contractor shall be responsible for all liabilities which result from willful misconduct, gross negligence, or lack of good faith on the part of any of its officers and employees. Such liability is not restricted by any dollar limitations.

10. GOVERNMENT RIGHTS IN SOFTWARE AND DATA

The Government shall have unrestricted rights in all computer software, documentation, and other data developed and created by the Contractor under this contract specifically for CFTC, as described in FAR Clause 52.227-14, Rights in Data – General (May 2014), which is incorporated herein by reference.

11. PRIVACY ACT COMPLIANCE

The contractor and contractor personnel shall store, use, maintain, share and dispose of personally identifying information it receives under this contract in accordance with the Privacy Act of 1974 (5 USC §552a) and its implementing Federal regulations.

12. TERMS OF SERVICE AGREEMENTS

There are no End User License Agreements (EULAs), Terms of Service, or other similar legal instruments or agreements incorporated or applicable to this contract. In the event that such a legal instrument or agreement is later required by the contractor or any third-party service provider, clause 13 below shall apply.

13. COMMERCIAL SUPPLIER AGREEMENTS – UNENFORCEABLE CLAUSES

(a) “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 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 following terms apply–

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

(2) Regardless of the media or delivery mechanism used. For example, a commercial supplier agreement 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) When any supply or service acquired under this contract is subject to a commercial supplier agreement, the following language shall be deemed incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement:

(1) Notwithstanding any other provision of this agreement, the following shall apply:

(i) Applicability. This agreement is a part of a contract between the commercial supplier and the CFTC for the acquisition of the supply or service that necessitates a license or other similar legal instrument (including, but not limited to, all contracts, task orders, and delivery orders under FAR Part 12).

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

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

(A) Any language purporting to subject the CFTC 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. The supplier or licensor shall not unilaterally revoke, terminate or suspend any rights granted to the CFTC except as allowed by this contract. If the supplier or licensor believes the CFTC 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.

(v) Disputes. This contract is subject 41 U.S.C. chapter 71, Contract Disputes.

Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(vi) 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, and equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the CFTC only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act).

(vii) Updating terms.

(A) After award, the contractor may unilaterally revise commercial supplier agreement terms if they are not material. A material change is defined as:

(I) Terms that change CFTC rights or obligations;

(II) Terms that increase CFTC prices;

(III) Terms that decrease overall level of service; or

(IV) Terms that limit any other CFTC right addressed elsewhere in this

(B) For revisions that will materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract using a bilateral modification.

(C) Any agreement terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provision of this contract shall not be enforceable against the CFTC, and the CFTC shall not be deemed to have consented to them.

(viii) 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 service shall not renew automatically upon expiration of its current term without prior express consent by an authorized CFTC representative.

(ix) Indemnification and Unauthorized Obligations.

(A) When any supply or service acquired under this contract is subject to any commercial supplier agreement that includes any language, provision, or clause requiring the Government to directly or indirectly indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability or similar that would or reasonably could create an Anti-Deficiency Act violation (31 U.S.C. 1341), any such language, provision, or clause is unenforceable against the Government, and will be treated as if those terms were deleted and do not otherwise exist.

(B) 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 CFTC and/or 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.

(x) 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 CFTC. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying CFTC contract or order.

(B) This charge, if disputed by the CFTC, will be resolved in accordance with subparagraph (v) (Disputes); no payment obligation shall arise on the part of the CFTC until the conclusion of the dispute process.

(C) Any audit requested by the contractor will be performed at the contractor's expense, without reimbursement by the CFTC.

(D) Any contractor requesting a right to audit CFTC’s end user compliance must provide CFTC 30 days prior written notice before being permitted to conduct any on-site audit.

(xi) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the CFTC as end user will be governed by the terms of the underlying CFTC contract or order 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 CFTC contract.

(xii) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the CFTC’s prior approval, except as expressly permitted under the clause at FAR 52.212-4, Contract Terms and Conditions- Commercial Items, which is incorporated herein by reference.

(xiii) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby removed. Issues regarding release of “unit pricing” will be resolved consistent with the Freedom of Information Act.

14. INFORMATION SECURITY – CITIZENSHIP / GREEN CARD REQUIREMENT

All employees of the contractor and those of any subcontractor who will handle CFTC data, including operating and managing information systems containing CFTC data, shall be a citizen of the United States of America, or an alien who has been lawfully admitted for permanent residence as evidenced by a Permanent Resident Card, USCIS I-551 (“Green Card”), authorizing them to live and work in the US on a permanent basis. Any requests for exceptions must be made to the Contracting Officer and approved by CFTC’s Chief Information Security Officer.

15. INSPECTION AND ACCEPTANCE

Inspection and acceptance of items delivered or services performed under this order shall be performed by the Contracting Officer’s Representative identified under Part II, Additional Terms and Conditions, of this solicitation.

16. ORGANIZATIONAL CONFLICTS OF INTEREST (OCI)

(a) The contractor warrants that to the best of its knowledge and belief, and except as otherwise disclosed, it does not have any organizational conflict of interest, which is defined in FAR Subpart 9.5 as a situation in which the nature of work under a Government contract and a contractor’s organizational, financial, contractual or other interests are such that:

1. Award of the contract may result in an unfair competitive advantage; or

2. The contractor’s objectivity in performing the contract work is or might be otherwise may be impaired.

(b) The contractor agrees that if after award it discovers an organizational conflict of interest with respect to this contract, it shall make an immediate and full disclosure in writing to the Contracting Officer, which shall include a description of the action(s) that the contractor has taken or intends to take to mitigate, eliminate, or neutralize the conflict.

(c) The provisions of this clause shall be included in all subcontracts and consulting agreements wherein the work to be performed is similar to the service provided by the prime contractor under this contract. The contractor shall include in such subcontracts and consulting agreements any necessary provisions to mitigate, eliminate, or neutralize organizational conflicts of interest.

(d) The Contracting Officer has determined, however, that the nature of the work to be performed under this contract may give rise to potential perceived or actual organizational conflicts of interest in future CFTC contracts. Accordingly, the contractor and CFTC have agreed to the following conditions:

1. The contractor shall not be required to develop specifications or statements of work that are to be incorporated into any CFTC solicitation; and

2. The contractor shall not be provided any Government cost estimates, source-selection information, or third-party proprietary technical or cost data.

(e) Additionally, the contractor understands that for any related follow-on contract, it may be required to provide a statement which describes concisely all relevant facts concerning any past, present or planned interest (financial, contractual, organizational, or otherwise) relating to the work to be performed under the proposed contract and bearing on whether the offeror has a possible organizational conflict of interest with respect to:

1. Being able to render impartial and objective assistance or advice; or

2. Being given an unfair competitive advantage. The offeror may also provide relevant facts that show how its organizational structure and/or management systems limit its knowledge of possible organizational conflicts of interest relating to other divisions or sections of the organization and how that structure or system would avoid or mitigate such actual or perceived organizational conflict.

The contractor understands that no award shall be made until any potential conflict of interest has been neutralized or mitigated to the satisfaction of the Contracting Officer, or unless a waiver has been granted.

17. NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following FAR clauses are incorporated by reference (by Citation Number, Title, and Date), with the same force and effect as if given in full text. Upon request, the Contracting Officer will make the full text available. Also, the full text of clauses incorporated by reference may be accessed electronically at this Internet address:

http://www.acquisition.gov/far

Clause Title Date 52.203-3 Gratuities Apr 1984

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights

June 2020

52.204-4 Printed or Copied Double-Sided on Recycled Paper May 2011

52.212-4 Contract Terms and Conditions – Commercial Products and Commercial Services

Dec 2022

52.224-1 Privacy Act Notification Apr 1984 52.224-2 Privacy Act Apr 1984 52.227-14 Rights in Data – General May 2014 52.232-18 Availability of Funds Apr 1984

18. 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS – COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (JUN 2023)

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

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

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115-91).

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

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

2015).

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR

2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801).

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

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

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

[Contracting Officer check as appropriate.]

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN

2020), with Alternate I (NOV 2021) ( 41 U.S.C. 4704 and 10 U.S.C. 4655).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV

2021) ( 41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111- 117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

_X_ (8) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-328).

_X_ (9) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV

2021) ( 31 U.S.C. 6101 note).

_X_ (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) ( 41 U.S.C. 2313).

__ (11) [Reserved].

__ (12) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) ( 15 U.S.C. 657a).

_X_ (13) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) ( 15 U.S.C. 657a).

__ (14) [Reserved]

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

__ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (16) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) ( 15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

_X_ (17) 52.219-8, Utilization of Small Business Concerns (Oct 2022) ( 15 U.S.C. 637(d)(2) and (3)).

__ (18) (i) 52.219-9, Small Business Subcontracting Plan (Oct 2022) ( 15 U.S.C. 637(d)(4)).

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

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

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

__ (v) Alternate IV (SEP 2021) of 52.219-9.

__ (19) (i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) ( 15 U.S.C. 644(r)).

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

__ (20) 52.219-14, Limitations on Subcontracting (OCT 2022) ( 15 U.S.C. 637s).

__ (21) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP

2021) ( 15 U.S.C. 637(d)(4)(F)(i)).

__ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT 2022) ( 15 U.S.C. 657f).

__ (23) (i) 52.219-28, Post Award Small Business Program Rerepresentation (MAR

2023)( 15 U.S.C. 632(a)(2)).

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

__ (24) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (OCT 2022) ( 15 U.S.C. 637(m)).

__ (25) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (OCT

2022) ( 15 U.S.C. 637(m)).

__ (26) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR

2020) ( 15 U.S.C. 644(r)).

__ (27) 52.219-33, Nonmanufacturer Rule (SEP 2021) ( 15U.S.C. 637(a)(17)).

_X_ (28) 52.222-3, Convict Labor (JUN 2003) (E.O.11755).

__ (29) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (DEC

2022) (E.O.13126).

_X_ (30) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

_X_ (31) (i) 52.222-26, Equal Opportunity (SEP 2016) (E.O.11246).

__ (ii) Alternate I (FEB 1999) of 52.222-26.

_X_ (32) (i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) ( 38 U.S.C. 4212).

__ (ii) Alternate I (JUL 2014) of 52.222-35.

_X_ (33) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN

2020) ( 29 U.S.C. 793).

__ (ii) Alternate I (JUL 2014) of 52.222-36.

_X_ (34) 52.222-37, Employment Reports on Veterans (JUN 2020) ( 38 U.S.C. 4212).

_X_ (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

_X_ (36) (i) 52.222-50, Combating Trafficking in Persons (NOV

2021) ( 22 U.S.C. chapter 78 and E.O. 13627).

__ (ii) Alternate I (MAR 2015) of 52.222-50 ( 22 U.S.C. chapter 78 and E.O. 13627).

_X_ (37) 52.222-54, Employment Eligibility Verification (MAY 2022) (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in

FAR 22.1803.)

__ (38) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA– Designated Items (May 2008) ( 42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

__ (39) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (40) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

__ (41) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN

2014) (E.O.s 13423 and 13514).

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

__ (42) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun2014) of 52.223-14.

__ (43) 52.223-15, Energy Efficiency in Energy Consuming Products (MAY 2020) ( 42 U.S.C. 8259b).

__ (44) (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

__ (ii) Alternate I (JUN 2014) of 52.223-16.

_X_ (45) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O. 13513).

__ (46) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

__ (47) 52.223-21, Foams (Jun2016) (E.O. 13693).

_X_ (48) (i) 52.224-3 Privacy Training (JAN 2017) (5 U.S.C. 552 a).

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

__ (49) (i) 52.225-1, Buy American-Supplies (OCT 2022) ( 41 U.S.C. chapter 83).

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

__ (50) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (DEC

2022) ( 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286, 108- 302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I [Reserved].

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

__ (iv) Alternate III (JAN 2021) of 52.225-3.

__ (v) Alternate IV (Oct 2022) of 52.225-3.

__ (51) 52.225-5, Trade Agreements (DEC 2022) ( 19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (52) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (53) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

__ (54) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) ( 42 U.S.C. 5150).

__ (55) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov2007) ( 42 U.S.C. 5150).

__ (56) 52.229-12, Tax on Certain Foreign Procurements (FEB 2021).

__ (57) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (NOV 2021) ( 41 U.S.C. 4505, 10 U.S.C. 3805).

__ (58) 52.232-30, Installment Payments for Commercial Products and Commercial Services (NOV 2021) ( 41 U.S.C. 4505, 10 U.S.C. 3805).

_X_ (59) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (OCT2018) ( 31 U.S.C. 3332).

__ (60) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) ( 31 U.S.C. 3332).

__ (61) 52.232-36, Payment by Third Party (MAY 2014) ( 31 U.S.C. 3332).

_X_ (62) 52.239-1, Privacy or Security Safeguards (AUG 1996) ( 5 U.S.C. 552a).

__ (63) 52.242-5, Payments to Small Business Subcontractors (JAN

2017) ( 15 U.S.C. 637(d)(13)).

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

__ (ii) Alternate I (APR 2003) of 52.247-64.

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

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

[Contracting Officer check as appropriate.]

__ (1) 52.222-41, Service Contract Labor Standards (AUG 2018) ( 41 U.S.C. chapter67).

__ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) ( 29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (AUG

2018) ( 29 U.S.C. 206 and 41 U.S.C. chapter 67).

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

__ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) ( 41 U.S.C. chapter 67).

__ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (MAY 2014) ( 41 U.S.C. chapter 67).

__ (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order

14026 (JAN 2022).

__ (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O.

13706).

__ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) ( 42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records-Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1), in a subcontract for commercial products or commercial services.

Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV

2021) ( 41 U.S.C. 3509).

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

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV

2021) (Section 1634 of Pub. L. 115-91).

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

115-232).

(v) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-328).

(vi) 52.219-8, Utilization of Small Business Concerns (OCT 2022) ( 15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

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

(viii) 52.222-26, Equal Opportunity (SEP 2015) (E.O.11246).

(ix) 52.222-35, Equal Opportunity for Veterans (JUN 2020) ( 38 U.S.C. 4212).

(x) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN

2020) ( 29 U.S.C. 793).

(xi) 52.222-37, Employment Reports on Veterans (JUN 2020) ( 38 U.S.C. 4212).

(xii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(xiii) 52.222-41, Service Contract Labor Standards (AUG

2018) ( 41 U.S.C. chapter 67).

(xiv) (A) 52.222-50, Combating Trafficking in Persons (NOV

2021) ( 22 U.S.C. chapter 78 and E.O 13627).

(B) Alternate I (MAR 2015) of 52.222-50 ( 22 U.S.C. chapter 78 and E.O. 13627).

(xv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) ( 41 U.S.C. chapter 67).

(xvi) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services- Requirements (MAY 2014) ( 41 U.S.C. chapter 67).

(xvii) 52.222-54, Employment Eligibility Verification (MAY 2022) (E.O. 12989).

(xviii) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order

14026 (JAN 2022).

(xix) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O.

13706).

(xx) (A) 52.224-3, Privacy Training (Jan 2017) ( 5 U.S.C. 552a).

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

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

(xxii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (JUN

2020) ( 42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxiii) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801). Flow down required in accordance with paragraph (c) of 52.232-40.

(xxiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) ( 46 U.S.C. 55305 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may include in its subcontracts for commercial products and commercial services a minimal number of additional clauses necessary to satisfy its contractual obligations.

19. COMPLIANCE WITH THE REHABILITATION ACT OF 1973

All electronic and information technology (“EIT”) (i.e., services) procured through this task order must meet the applicable accessibility standards at 36 CFR 1194, unless an agency exception to this requirement exists. 36 CFR 1194 implements Section 508 of The Rehabilitation Act of 1973, as amended (29 U.S.C. 794d). In the event that the contractor’s work does not meet such standards, and the defect is brought to the contractor’s attention no later than one year after the date of final payment under this task order, the contractor will be responsible for correcting the work at no cost to the Government.

20. LIST OF ATTACHMENTS

ATTACHMENT(s)

Attachment A: Past Performance Assessment

(End of Part II)

Rest of the Page intentionally Left Blank

PART III

QUOTATION PREPARATION INSTRUCTIONS / EVALUATION CRITERIA

1. GENERAL

All offerors shall be registered in the System for Award Management (SAM) (https://sam.gov/content/home) effective as of the date quotations are due. Per FAR 52.212- 3, offerors shall complete the annual representations and certification electronically in SAM.

2. NOTICE LISTING SOLICITATION PROVISIONS INCORPORATED BY

REFERENCE

The following solicitation provisions pertinent to this Part are hereby incorporated by reference (by Citation Number, Title, and Date), with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of provisions incorporated by reference may be accessed electronically at this Internet address:

https://www.acquisition.gov/far

NUMBER TITLE DATE

52.203-11 CERTIFICATION AND DISCLOSURE REGARDING SEPT 2007

PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS

52.204-7 SYSTEM FOR AWARD MANAGEMENT OCT 2018

52.204-16 COMMERCIAL AND GOVERNMENT ENTITY AUG 2020

CODE REPORTING

52.204-17 OWNERSHIP OR CONTROL OF OFFEROR AUG 2020

52.209-2 PROHIBITION ON CONTRACTING WITH NOV 2015

INVERTED DOMESTIC CORPORATIONS–

REP…