RFI_Attachment_2_-_DRAFT_Request_for_Proposal.pdf

DRAFT Request for Proposal (RFP) 1333BJXXXXXXX

Business Oriented Software Solutions (BOSS)

1333BJXXXXXXXX Draft Request for Proposal (RFP) – Business Oriented Software Solutions (BOSS)

SECTION 1 Table of Contents

SECTION 2 – SCHEDULE OF SUPPLIES OR SERVICES

2.1 General

2.2 Contract Ordering Period

2.3 Minimum Guarantee

2.3.1 Initial Task Order

2.4 Maximum Contract Ceiling

SECTION 3 – PERFORMANCE WORK STATEMENT

3.1 Performance Work Statement (PWS)

SECTION 4 – CONTRACT ADMINISTRATION

4.1 Roles and Responsibilities

4.1.1 Contracting Officer

4.1.2 Contracting Officer's Representative

4.1.3 Task Order Manager

4.1.4 Task Order Ombudsman

4.2 Task Order Ordering Procedures

4.2.1 Fair Opportunity Process

4.2.2 Exception to Fair Opportunity

4.2.3 Task Order Small Business Set-Aside Considerations

4.2.4 Task Order Type

4.2.5 Task Order Solicitation Process

SECTION 5 – CONTRACT CLAUSES AND SPECIAL TERMS AND CONDITIONS

5.1 CAR and FAR Clauses Incorporated by Reference

5.2 FAR and CAR Clauses Incorporated by Full Text

5.2.1 CAR 1352.201-70 Contracting Officer’s Authority (MAR 2010)

5.2.2 CAR 1352.227-70 Rights in Data, Assignment of Copyright (APR 2010)

5.2.3 52.204-21 – Basic Safeguarding of Covered Contractor Information Systems (JUN 2016)

5.2.4 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items (JAN 2019)

5.2.5 52.216-18 Ordering (OCT 1995)

5.2.6 52.216-19 Order Limitations (OCT 1995)

5.2.7 52.216-22 Indefinite Quantity (OCT 1995)

5.2.8 52.217-8 Option to Extend Services (NOV 1999)

5.3 Clauses applicable at the task order level:

5.3.1 52.217-9 Option to Extend the Term of the Contract

5.3.2 Other Direct Costs

5.4 Special terms and conditions

5.4.1 Rolling Admissions

5.4.2 Dormant Status

5.4.3 Off-Ramping

5.4.4 Key Personnel (IDIQ)

5.4.5 Key Personnel (Task Order)

5.4.6 Monitoring of Small Business Participation and Subcontracting Plan

5.4.7 Labor Rate Pricing for Contract Years 6-10

5.4.8 PTO-03 USPTO Invoices

5.4.9 PTO-04 Data Security

5.4.10 PTO-06 Prohibition on Contractor Endorsements

5.4.11 PTO-08 Physical Access to Government Facilities

5.4.12 PTO-10 USPTO Agency Level Protests

5.4.13 PTO-12 Security Processing Requirements – High or Moderate Risk Contracts

5.4.14 PTO-16 Contractor Notification Requirement

5.4.15 PTO-17 Contractor FOIA Requirements

5.4.16 PTO-20 Contractor Reporting of Actual Expenditures/Deliverables

5.4.17 PTO-24 Security Requirements for Information Technology Resources

5.4.18 PTO-30 Release of Residual Funds (<$100)

5.4.19 PTO-31 Release of Residual Funds (>$100)

5.4.20 PTO-32 USPTO Green Supplies and Services Contracting

5.4.21 PTO-33 PIV Card

SECTION 6 – ATTACHMENTS

SECTION 7 – SOLICITATION PROVISIONS

7.1 FAR Provisions Incorporated by Reference

7.2 CAR and FAR Provisions Incorporated by Full Text

7.2.1 CAR 1352.209-70 Potential Organizational Conflict of Interest (APR 2010)

7.2.2 52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements—Representation (JAN 2017)

7.2.3 52.204-20 Predecessor of Offeror (JUL 2016)

7.2.4 52.209-7 Information Regarding Responsibility Matters (OCT 2018)

7.2.5 52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law (FEB 2016)

7.2.6 52.212-3 Offeror Representations and Certifications -- Commercial Items (OCT 2018)

7.2.7 52.233-2 Service of Protest (SEP 2006)

7.3 Additional Solicitation Provisions

7.3.1 PTO-19 Evaluation of Past Performance Information

7.3.2 Incorporation of Proposal Terms

7.3.3 Contractor Teaming

SECTION 8 – PROPOSAL PREPARATION INSTRUCTIONS

52.212-1 Instructions to Offerors—Commercial Items (JAN 2017)

8.1 Proposal Organization

8.2 Format and Structure

8.3 Request for Clarification

8.4 Proposal Submission Requirements

8.4.1 VOLUME 1: Small Business Participation (Factor 1)

8.4.2 VOLUME 2: Past Performance (Factor 2)

8.4.3 VOLUME 3: Program Management and Staffing Approach (Factor 3)

8.4.4 VOLUME 4: Price Proposal (Factor 4)

8.5 SUBMISSION OF PROPOSALS

8.6 Proposal Acceptance Period

8.7 Compliance/Responsiveness

SECTION 9 – EVALUATION PROCEDURES

9.1 Basis of Awards

9.2 Small Business Considerations

9.3 Evaluation Overview

9.3.1 Phased Evaluation

9.3.2 Competitive Range

9.4 EVALUATION FACTORS

9.4.1 Factor 1: Small Business Participation

9.4.2 Factor 2: Past Performance

9.4.3 Factor 3: Program Management and Staffing Approach

9.4.4 Factor 4: Price

9.4.5 Factor 5: Technical Challenge (Phase II)

9.5 SEPARATE CO DETERMINATION(S)

[END OF SOLICITATION]

SECTION 2 – SCHEDULE OF SUPPLIES OR SERVICES

2.1 General

The United States Patent and Trademark Office (USPTO) Business Oriented Software Solutions (BOSS) contract is a multiple award, indefinite delivery, indefinite quantity (IDIQ) contract to provide software development and integration services for commercial off the shelf (COTS) products and customized software applications, database applications, and other IT solutions. The USPTO Office of the Chief Information Officer (OCIO) seeks technical capability along with innovative concepts, methodologies, and industry best practices to transform its legacy operations to the next generation.

The Contractor shall provide, in accordance with this contract and all attachments thereto, all management, supervision, labor, facilities, and materials necessary to perform the services on a task order basis.

2.2 Contract Ordering Period

The USPTO intends to issue task orders under this multiple award, IDIQ contract, in accordance with section 3.2, for a period of up to ten (10) years.

2.3 Minimum Guarantee

The Government guarantees a minimum order quantity of $1,000.00 for each IDIQ contract awardee.

2.3.1 Initial Task Order

The USPTO will issue an initial firm fixed price (FFP) task order to each IDIQ contract awardee. In accordance with PWS Section 17, contractors are required to establish a direct connection through the Contractor Access System (CAS) in their facility in order to perform work under BOSS. Under the initial task order, the awardee shall furnish a completion report, summarizing the contractor’s successful establishment of the required CAS.

Details of this requirement will be provided in an attachment to the final solicitation. The initial task order amount will satisfy the minimum guarantee for each IDIQ contract awardee.

The Government may use the successful completion of the initial task order as an eligibility requirement for subsequent task order awards.

2.4 Maximum Contract Ceiling

The Government will issue task orders for the services specified in the contract, up to the maximum value of $2.0 billion, which is the maximum value of task orders that can be awarded under this requirement, across all contract holders.

[END OF SECTION]

SECTION 3 – PERFORMANCE WORK STATEMENT

3.1 Performance Work Statement (PWS)

See Attachment 2.

SECTION 4 – CONTRACT ADMINISTRATION

This section provides roles, responsibilities, and contract administration requirements for BOSS and each task order placed under BOSS. Clauses and other requirements regarding contract administration may also be designated by a CO at the task order level.

4.1 Roles and Responsibilities

Notwithstanding the Contractor's responsibility for total management during the performance of the contract, the administration of the contract will require maximum coordination between the USPTO and the Contractor.

The following individuals will be the USPTO points of contact during the performance of the contract.

4.1.1 Contracting Officer

The BOSS Contracting Officer (CO) is the sole and exclusive USPTO Government official with actual authority to administer and/or modify the terms of BOSS, monitor the Contractor's performance in the areas of contract compliance and contract administration, and assist the Contractor on matters related to the BOSS terms and conditions.

All contract administration will be effected by the CO. Communications pertaining to contract administration matters will be addressed to the CO or other individuals with expressed delegated authority.

The BOSS CO may delegate routine administrative functions to an authorized BOSS representative (Contracting Officer’s Representative (COR) and Task Order Manager (TOM)). However, the CO is the only person authorized to make or approve any changes in any of the requirements of the contract and notwithstanding any provisions contained elsewhere in the contract, the said authority remains solely with the CO. In the event the Contractor makes any changes at the direction of any person other than the CO, 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 costs incurred as a result thereof.

Victor Martinez

Contracting Officer Office of Procurement U.S. Patent and Trademark Office 600 Dulany Street Alexandria, VA 22314

(571) 270-1887 Victor.Martinez@uspto.gov

4.1.2 Contracting Officer's Representative

(To be provided at time of award) is hereby designated as the Contracting Officer's Representative (COR). The COR may be changed at any time by the Government without prior notice to the contractor by a unilateral modification to the contract. The COR is located at:

Name:____________________ Contracting Officer’s Representative Vendor Management Division U.S. Patent and Trademark Office 600 Dulany Street Alexandria, VA 22314 Phone Number:_____________ E-mail:____________________ mailto:Victor.Martinez@uspto.gov

The responsibilities and limitations of the COR are as follows:

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

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

4.1.3 Task Order Manager

A Task Order Manager (TOM) will be appointed in writing by a CO at the task order level. A TOM is responsible for supporting the contract COR by overseeing tasks, making recommendations on the acceptability of services and deliverables, and reviewing and verifying invoices.

4.1.4 Task Order Ombudsman

In accordance with FAR 16.505(b)(5), the Task Order Ombudsman has the responsibility to review contractor complaints and ensure that all contractors are afforded a fair opportunity to be considered for each task order, consistent with the ordering procedures in the contract. The following individual is designated as the Ombudsman for this contract:

Point of contact to be provided at the time of contract award.

4.2 Task Order Ordering Procedures

The BOSS IDIQ contract is for use only within the USPTO. Any agency warranted Contracting Officer (CO) may place orders under the contract. The following sections establish procedures related to Fair Opportunity, set-aside considerations, solicitation, and task order award.

4.2.1 Fair Opportunity Process

Each task order under BOSS will be issued in accordance with the Fair Opportunity procedures in FAR 16.505, as supplemented below. The task order CO will review the requirements package, including estimated total dollar value of the requirement, and determine whether the task order will be set-aside for small business concerns or openly competed (see section 4.2.3 below). The task order CO will then solicit proposals from the applicable prime contractors.

Each task order solicitation will include, at a minimum, the following information:

a) Solicitation number

b) Statement of Objectives (SOO), Statement of Work (SOW), or Performance Work Statement (PWS) and any applicable attachments

c) Instructions for submission of technical and price proposals

d) Evaluation criteria and relative order of importance (if applicable)

e) Anticipated contract type

f) Contracting organization POC, including name, phone number, and e-mail address (task order CO and

Contract Specialist)

g) Proposal/Quotation due dates.

h) Historical or estimated level of effort, if applicable

4.2.2 Exception to Fair Opportunity

In accordance with FAR 16.505(b), the task order CO will provide all contract awardees a “fair opportunity” to be considered for each order in excess of $3,500, unless one of the following conditions applies:

a) The agency need for the supplies or services is so urgent that providing a fair opportunity would result in unacceptable delays.

b) Only one awardee is capable of providing the supplies or services required at the level of quality required because the supplies or services ordered are unique or highly specialized.

c) The order must be issued on a sole-source basis in the interest of economy and efficiency because it is a logical follow-on to an order already issued under the contract, provided that all awardees were given a fair opportunity to be considered for the original order.

d) It is necessary to place an order to satisfy a minimum guarantee.

e) For orders exceeding the simplified acquisition threshold, a statute expressly authorizes or requires that the purchase be made from a specified source.

f) COs may, at their discretion, set aside orders for any of the small business concerns. When setting aside orders for small business concerns, the specific small business program eligibility requirements identified in FAR 19 apply.

In accordance with FAR 16.5, when an exception to fair opportunity to be considered exists, the task order will be processed as a sole source procurement or limited competition and must include a signed Justification for Exception to Fair Opportunity (JEFO).

4.2.3 Task Order Small Business Set-Aside Considerations

At the task order level, the USPTO intends to automatically set-aside task order requirements with a total value estimated to be at or below $1 million. Task order requirements that are estimated to exceed the $1 million threshold will be competed openly amongst all awardees, small and large. In order to ensure adequate opportunities for small and large businesses under BOSS, the Government reserves the right to revise the $1 million task order set-aside threshold at any time during performance of the contract. Awardees certified as ‘small’ for contract award shall be considered small for task order competitions until which time a size recertification is required (5 years post award, or as required by the Contracting Officer).

Task Orders set aside for small businesses will be subject to FAR Clause 52.219-14 Limitations on Subcontracting (Jan 2017).

4.2.4 Task Order Type

Task orders may be issued on a time and materials (T&M), labor hour (LH), or FFP basis, or any combination of the aforementioned task order types. Additional task order types may be utilized if determined to be in the best interest of the USPTO by the Contracting Officer.

4.2.5 Task Order Solicitation Process

The typical BOSS ordering process is outlined below. However, the ordering CO, at his or her discretion, may define a more streamlined task order solicitation process than defined herein.

a) Requisition Package: The requiring activity will submit a complete and compliant requisition package to the USPTO Office of Procurement, in accordance with established procedures.

b) Set-aside Determination: The assigned CO will determine whether the effort will be set-aside or not (i.e.

unrestricted or small business).

c) Solicitation Issuance: The assigned CO will issue a solicitation to the contractors deemed eligible to compete for the requirement. Contractors will be afforded adequate time to prepare and submit responses based on the estimated dollar value and complexity of the proposed task order. The proposal due date will be set forth in each proposal request. If a contractor does not intend to submit a proposal, a “no bid” response shall be submitted to the CO, containing a brief explanation for the decision. Note: The USPTO expects participation from all BOSS contractors. If the Government determines that contractors are not actively participating in task order competitions, there may be cause for contractor to be off-ramped in accordance with section 5.4.3.

d) Technical Proposals: Responses will be streamlined and succinct, to the extent practicable, based on the estimated dollar value and complexity of work. The contractor shall state compliance or exception to requirements, risks, assumptions and conflict of interest issues. Responses will not be a proposal as defined in FAR Part 15, Contracting by Negotiation, but only sufficient information to be considered in accordance with FAR Part 16, Types of Contracts.

e) Price Proposals: A written price proposal shall always be required. This part of the proposal shall include detailed pricing information for all resources required to accomplish the task, (i.e., labor mix, labor hours, rates, travel, incidental equipment, etc.). The task order statement of work will identify any travel, Government Furnished Equipment (GFE) and/or Government Furnished Information (GFI) required for task order performance. If applicable, any travel specified in the task order requirement, airfare and/or local mileage, per diem rates by total days, number of trips and number of Contractor employees traveling shall be included in the price proposal.

f) Evaluation of Proposals: Proposals will be evaluated in accordance with the evaluation criteria set forth in the task order solicitation. If necessary, during the evaluation of proposals, the Government may contact a Contractor with questions concerning its proposal. Upon completion of evaluations, the CO may issue a task order to the Contractor whose proposal is most advantageous to the Government.

g) Award Recommendation: After completion of the evaluation, exchanges/communications, if any, and best value analysis, the evaluation team shall prepare a complete award recommendation package to document the selection process. The award recommendation package will be formulated in accordance with USPTO policies.

h) Task Order Award: Task orders awards will be issued to the Contractor via email by the CO. The award will contain a standard form cover page in accordance with local USPTO policy, and will be accompanied by the following information, as applicable:

a. Date of order

b. Contract/Task order number

c. Type of order (FFP/T&M/LH or combination)

d. Appropriation and accounting data

e. Requirements document (SOO/SOW/PWS)

f. Period and place of performance

g. Total value or ceiling price for the order

h. List of GFE, if applicable

i. Quality Assurance Surveillance Plan (QASP)

i) Post-Award Notifications and Debriefings: Post-award notifications will be provided to unsuccessful offerors for each task order competition, in accordance with FAR 16.505(b). If requested, a debriefing will be provided for task orders exceeding $5.5M, in accordance with FAR 16.505(b).

j) Modifications: COs acting within the scope of their authority are empowered to execute contract modifications on behalf of the Government. In-scope changes required during task order performance shall be executed on a unilateral or bilateral basis, in accordance with FAR 52.212-4(c).

SECTION 5 – CONTRACT CLAUSES AND SPECIAL TERMS AND

CONDITIONS

5.1 CAR and FAR Clauses Incorporated by Reference

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

CAR Clause No. Title and Date 1352.208-70 Restrictions on printing and duplicating (MAR 2010) 1352.209-73 Compliance with the laws (APR 2010) 1352.209-74 Organizational conflict of interest (APR 2010) 1352.216-74 Task orders (APR 2010) 1352.231-71 Duplication of effort (APR 2010) 1352.242-70 Postaward conference (APR 2010)

FAR Clause No. Title and Date 52.202-1 Definitions (NOV 2013) 52.203-5 Covenant Against Contingent Fees (MAY 2014) 52.203-7 Anti-Kickback Procedures (MAY 2014) 52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights (APR 2014) 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

(JAN 2017)

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (MAY 2011) 52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011) 52.204-13 System for Award Management Maintenance (OCT 2018) 52.204-19 Incorporation by Reference of Representations and Certifications (DEC 2014) 52.209-10 Prohibition on Contracting With Inverted Domestic Corporations (NOV 2015) 52.212-4 Contract Terms and Conditions – Commercial Items (OCT 2018) 52.212-4 Alt. 1 Contract Terms and Conditions – Commercial Items Alternate 1 (OCT 2018) 52.227-14 Rights in Data – General (May 2014) 52.232-39 Unenforceability of Unauthorized Obligations (JUN 2013) 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (DEC 2013) 52.233-4 Applicable Law for Breach of Contract Claim (OCT 2004) 52.242-15 Stop-Work Order (AUG 1989)

52.242.17 Government Delay of Work (APR 1984)

5.2 FAR and CAR Clauses Incorporated by Full Text

5.2.1 CAR 1352.201-70 Contracting Officer’s Authority (MAR 2010)

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

(End of clause)

5.2.2 CAR 1352.227-70 Rights in Data, Assignment of Copyright (APR 2010)

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

(End of clause)

5.2.3 52.204-21 – Basic Safeguarding of Covered Contractor Information Systems (JUN 2016)

(a) Definitions. As used in this clause--

“Covered contractor information system” means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

“Federal contract information” means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

“Information” means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

“Information system” means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

“Safeguarding” means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of clause)

5.2.4 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items (JAN 2019)

(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 items:

(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 (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(4) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 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 items:

[Contracting Officer check as appropriate.]

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (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 (Oct 2018) (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).

_X_ (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) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015) (31 U.S.C. 6101 note).

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

___ (10) [Reserved]

___ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C.

657a).

___ (ii) Alternate I (Nov 2011) of 52.219-3.

___ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (ii) Alternate I (Jan 2011) of 52.219-4.

___ (13) [Reserved]

___ (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

___ (ii) Alternate I (Nov 2011).

___ (iii) Alternate II (Nov 2011).

_X_ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-7.

___ (iii) Alternate II (Mar 2004) of 52.219-7.

_X_ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

_X_ (17) (i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (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 (Nov 2016) of 52.219-9.

___ (v) Alternate IV (Aug 2018) of 52.219-9.

_X_ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

_X_ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

_X_ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

___ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

_X_ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C.

632(a)(2)).

___ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

___ (24) 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 (Dec 2015) (15 U.S.C. 637(m)).

_X_ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X_ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2018) (E.O. 13126).

_X_ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_X_ (28) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

___ (ii) Alternate I (Feb 1999) of 52.222-26.

_X_ (29) (i) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

___ (ii) Alternate I (July 2014) of 52.222-35.

_X_ (30) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

___ (ii) Alternate I (July 2014) of 52.222-36.

_X_ (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

_X_ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X_ (33) (i) 52.222-50, Combating Trafficking in Persons (JAN 2019)

(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_ (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (35) (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.)

___ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O.13693).

___ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

___ (38) (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.

___ (39) (i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun 2014) (E.O.s 13423 and 13514).

___ (ii) Alternate I (Jun 2014) of 52.223-14.

___ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

___ (41) (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_ (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011) (E.O. 13513).

___ (43) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

___ (44) 52.223-21, Foams (Jun 2016) (E.O. 13696).

___ (45) (i) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

___ (ii) Alternate I (Jan 2017) of 52.224-3.

___ (46) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

___ (47) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (May 2014) (41 U.S.C.

chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L.

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 (May 2014) of 52.225-3.

___ (iii) Alternate II (May 2014) of 52.225-3.

___ (iv) Alternate III (May 2014) of 52.225-3.

___ (48) 52.225-5, Trade Agreements (Aug 2018) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (49) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (50) 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. 2302 Note).

___ (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C.

4505), 10 U.S.C. 2307(f)).

___ (54) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C. 4505, 10 U.S.C.

2307(f)).

_X_ (55) 52.232-33, Payment by Electronic Funds Transfer--System for Award Management (Oct 2018) (31 U.S.C. 3332).

___ (56) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management (Jul 2013) (31 U.S.C. 3332).

___ (57) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

___ (58) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

___ (59) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(12)).

___ (60) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

___ (iii) Alternate II (Feb 2006) 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 items:

[Contracting Officer check as appropriate.]

___ (1) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495)

___ (2) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67.).

___ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (4) 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).

___ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (6) 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).

___ (7) 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).

___ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O. 13658).

___ (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

___ (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (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, 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 items. 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 (Jan 2019) (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 (Jul 2018) (Section 1634 of Pub. L. 115-91).

(iv) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (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 $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(v) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17.

(vi) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(vii) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

(viii) 52.222-35, Equal Opportunity for Veterans (Oct 2019) (38 U.S.C. 4212).

(ix) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(x) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

(xi) 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.

(xii) 52.222-41, Service Contract Labor Standards (Aug 2018), (41 U.S.C. chapter 67).

(xiii) (A) 52.222-50, Combating Trafficking in Persons (Jan 2019) (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 E.O. 13627).

(xiv) 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.)

(xv) 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)

(xvi) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989).

(xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015).

(xviii) 52.222-62, Paid sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

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

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

(xx) 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. 2302 Note).

(xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) 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 items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of Clause)

5.2.5 52.216-18 Ordering (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from __________ through ____________ [insert dates].

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

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of clause)

5.2.6 52.216-19 Order Limitations (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $1.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $2,000,000,000.00;

(2) Any order for a combination of items in excess of $2,000,000,000.00; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 30 days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

5.2.7 52.216-22 Indefinite Quantity (OCT 1995)

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

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

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

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

5.2.8 52.217-8 Option to Extend Services (NOV 1999)

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

5.3 Clauses applicable at the task order level:

(Additional clauses may be designated by a CO at the task order level.)

5.3.1 52.217-9 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 5 days, provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 15 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 (To be specified at the task order level).

5.3.2 Other Direct Costs

All materials required for performance under time and materials task orders that are not Government-furnished, shall be furnished by the Contractor. The Contractor shall include a detailed description of all proposed materials in individual task order proposals. If a task order permits contractor travel, prior to the trip the contractor must complete and submit a Contractor Travel Request and Claim Form (see Attachment 51) to request approval from the COR to travel. Once approved by the COR, the form and supporting documentation shall be submitted in accordance with invoice submission requirements outlined in the task order.

(End of Clause)

5.4 Special terms and conditions

5.4.1 Rolling Admissions

The Government reserves the right to periodically hold a new competition for the purpose of adding additional IDIQ holders. At the USPTO’s sole discretion, the Government will assess the quality of performance by each IDIQ holder, the number, value and complexity of work assigned to each holder, the amount of competition achieved on each order, the amount of small business participation, whether revisions are needed to the scope of the requirement, and if the ceiling amount of the IDIQ contract needs to be revised.