Attachment 1 BPA Terms and Conditions.pdf

DEPARTMENT OF COMMERCE ENTERPRISE SERVICES Attachment 1

BPA TERMS AND CONDITIONS 1331L525R13OS0001

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BLANKET PURCHASE AGREEMENT FOR

EQUAL EMPLOYMENT OPPORTUNITY

INVESTIGATIONS

OFFICE OF THE CIVIL RIGHTS

TERMS AND CONDITIONS

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Table of Contents

1.0 Description of Services

2.0 Estimated Value

3.0 BPA Ordering Periods of Performance

4.0 Task Order Periods of Performance

5.0 Task Order Pricing

6.0 Additional Labor Categories

7.0 Ordering Procedures ................................................................................ Error! Bookmark not defined.

8.0 Acceptance Criteria and Performance Standards

9.0 Government Furnished Equipment ......................................................... Error! Bookmark not defined.

10.0 Observation of Federal Holidays

11.0 Task Order Administration Data

12.0 Invoicing

12.1 Submission of Invoices

12.2 Payments

13.0 Special Contract Requirements

13.1 Prohibition Against Personal Services

13.2 Restrictions on Contractor Access to Government or Third Party Information

13.3 Restrictions on Disclosure of Information

14.0 Security and Suitability Requirements

14.1 1352.237-70 Security Processing Requirements—High or Moderate Risk Contracts (APR 2010) . 10

14.2 1352.237-72 Security Processing Requirements—National Security Contracts (APR 2010)

14.3 1352.239-72 Security Requirements for Information Technology Resources (APR 2010)

15.0 Supplemental Clauses

15.1 FAR Clauses

15.2 CAR Clauses

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Pursuant to GSA Federal Supply Schedule (FSS) Contract Number(s) (number to be inserted at time of award) and Federal Acquisition Regulation (FAR) 8.405-3, Blanket Purchase Agreements (BPAs), the Contractor agrees to the following terms and conditions of a BPA exclusively with the Department of Commerce, Office of the Secretary, Enterprise Services-Acquisition.

1.0 Description of Services

This Request for Proposal solicits proposals for Equal Employment Opportunity Investigation support services for the Department of Commerce, Office of Civil Rights that will result in establishment of a FAR

8.4 Blanket Purchase Agreement ordering vehicle. The requirements are described in the attached Performance Work Statement (Attachment 2).

2.0 Estimated Value

The Government estimates, but does not guarantee, that the volume of purchases through this agreement will not exceed $5,500,000.00.

3.0 BPA Ordering Periods of Performance

NOTE: Base and Option Year Ordering Period of Performance start and end dates are based on a projected award date by March 4, 2025 and may be adjusted to coincide with date of actual award.

1352.270-70 Period of Performance (APR 2010)

(a) The base period of performance shall commence April 01, 2025 through March 31, 2026. The Period of Performance will be based on the Government’s decision to award multiple BPA’s to at least five Contractors for a Base plus Four (4) Option Years.

(b) The Base plus Four (4) Option Years (If an option is exercised, the period of performance shall be extended through the end of that option period) The option periods that may be exercised are as follows:

Ordering Period Start Date End date Base April 01, 2025 March 31, 2026 Option I April 01, 2026 March 31, 2027 Option II April 01, 2027 March 31, 2027 Option III April 01, 2028 March 31, 2028 Option IV April 01, 2029 March 31, 2030

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

4.0 Task Order Periods of Performance

Task Orders may be issued at any time during an active BPA Ordering Period provided the overarching GSA FSS contract(s) remains active. Task Orders will have their own period of performance. The maximum end date for any task order issued under this BPA is 12 months from the ultimate expiration date of the BPA. The total accumulative hourly labor rates per claim in effect in the final year of the BPA

4 | P a g e shall remain in effect for the duration of any task order that extends past the end of the BPA expiration date.

5.0 Task Order Pricing

Task Order pricing will be based on individual claims as contained in the BPA Pricing Schedule Chart.

The chart contains the maximum pricing for an individual claim that may be charged under this BPA.

Discounts from the pricing of the individual claim e may be offered and negotiated at the task order level. Specific work requirements will be priced at the Task Order Contract Line Item Number (CLIN) level on a Firm Fixed Price basis.

6.0 Additional Labor Categories

To effectively and efficiently meet emerging mission need requirements within the general scope of work, the Government reserves the right to incorporate additional labor categories into this BPA.

Notwithstanding the incorporation of additional categories, the total estimated value of the BPA will remain unchanged.

7.0 Ordering Procedures

The BPA holder agrees that fair opportunity requirements under this BPA will be met based on the original competition and the Government assessment of the BPA awardee’s performance under the initial and any subsequent order as described below. Use of these ordering procedures does not abrogate the Government’s right to conduct separate competitions among BPA holders for any work encompassed within the scope of the BPA should the Government determine it to be in its best interest to conduct such competitions.

The Government anticipates issuing an initial order to all BPA holders. Based on a qualitative assessment of the BPA holder’s performance of work under the initial order and potential future orders the Government reserves the right to place additional orders to BPA holders on a unilateral basis without seeking technical or price quotes from other BPA holders. The qualitative assessment may encompass timeliness, quality, and cost considerations as well as demonstrated capacity to handle caseloads of high volume and/or complexity. The use of these procedures may also result in one or more BPA awardee not being selected for placement of any orders beyond the initial order placed for purposes of conducting the aforementioned qualitative assessment. Additionally, in the event that a BPA holder has no active or a limited number of active orders the Government may elect to not exercise the BPA holder’s option for a future ordering period.

Pursuant to FAR 52.216-19, Order Limitations, as incorporated in the contractor’s underlying GSA FSS contract, the contractor is obligated to accept and perform orders under the Maximum order threshold.

The Government reserves the right to unilaterally issue orders for performance of fixed price items and/or by pre-selected labor categories on a labor hour basis at rates specified in the BPA.

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8.0 Acceptance Criteria and Performance Standards

Pursuant to 52.212-4 (a), all work described in the SOW to be delivered under this order is subject to final inspection and acceptance by an authorized representative of the Government. The authorized representative of the Government is the Government's COR, who is responsible for inspection and acceptance of all services, materials, or supplies to be provided by the Contractor.

Acceptance of all written documents and other deliverables will be contingent upon COR’s review and approval, or as otherwise specified at the Task Order level. The COR as specified in the Task Order will discuss each specific task with the Contractor to ensure that the goals and objectives are clearly defined.

Required graphs, charts, columns and rows of data shall be legible and properly formatted pursuant to directions of the COR or the Contracting Officer. Unless valid justification is cited to the contrary, the COR comments will be incorporated into the respective final documents and reports. Upon approval of the final draft, deliverables will be submitted in final form to the COR. All deliverables shall be delivered to the COR in both hard copy and electronic format, which will be determined upon contract award.

1352.246-70 Place of Acceptance (APR 2010)

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

(b) The place of acceptance will be:

U.S. Department of Commerce Office of Civil Rights, HCHB Room C200 ATTN: Sandy Zanelotti 14th and Constitution Avenue, NW Washington, DC 20230 Phone: 202-482-5049 Email: Szanelot@doc.gov

9.0 Observation of Federal Holidays

No services shall be performed at the Government site or deliveries made on the Federal holidays listed below. When a deliverable due date occurs on a weekend or Federal Holiday, the deliverable will be due on the following Government business day.

1. New Year’s Day January 1st

2. Martin Luther King Jr Day Third Monday in January

3. President’s Day Third Monday in February

4. Memorial Day Last Monday in May

5. Juneteenth June 19th

6. Independence Day July 4th

7. Labor Day First Monday in September

8. Columbus Day Second Monday in October

9. Veteran’s Day November 11th

10. Thanksgiving Day Fourth Thursday in November

11. Christmas Day December 25th

12. Any other holiday designated by executive order or special event holiday such as

Inauguration Day.

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*If the date falls on a Saturday, the Government holiday is the preceding Friday. If the date falls on a Sunday, the Government holiday is the following Monday.

10.0 Task Order Administration Data

1352.237-74 Progress reports (APR 2010)

The contractor shall submit, to the Government, a monthly progress report after the effective date of the contract, and every month thereafter during the period of performance.. The contractor shall deliver progress reports that summarize the work completed during the performance period, the work forecast for the following period, and state the names, titles and number of hours expended for each of the contractor's professional personnel assigned to the contract, including officials of the contractor.

The report shall also include any additional information—including findings and recommendations—that may assist the Government in evaluating progress under this contract. The first report shall include a detailed work outline of the project and the contractor's planned phasing of work by reporting period.

Monthly reports shall be in line with the Project Management Plan for this contract, with emphasis to cost, schedule, performance and quality.

11.0 Invoicing

11.1 Submission of Invoices

Invoices shall be submitted as specified within issued Task Orders.

11.2 Payments

(1) Payment will be made per completed individual claim and authorization of each investigation by the COR. . Payment will be due on the 30th calendar day after receipt of a proper invoice or date of receipt of services, whichever is later.

(2) It is the objective of the Government to obtain complete and satisfactory performance in accordance with the terms of specifications and requirements of this BPA. The criteria for deductions and adjustments below will be used by the Government in determining monetary deductions for nonperformance of work under this BPA and for adjustments for deficiencies in the performance of work. In no event shall contractor invoice or the Government be obligated to pay for individual claim in excess of the amount identified within an order (inclusive of all modifications).

(3) The Contractor is responsible for submitting accurate invoices that reflect the actual services provided for individual claim. Where there are variances between the requirements cited in the Task Order(s) and the work actually performed, the Contractor shall attach a separate sheet to the invoice detailing each instance of a variance. The Contractor shall compute the invoice price to reflect the actual amount owed.

(4) To verify the individual claim payment for services rendered, , the Contracting Officer’s designated representative may compare the individual claim in the Task Order with the Contractor’s established BPA Pricing Schedule, in addition to approval of the the completed investigation. . The Government may

7 | P a g e perform a 100% comparison or sampled comparison to verify the accuracy of the Contractor’s invoice.

The Government will only pay for services actually rendered by the Contractor and funded on the Task Order. If variances are noted between the invoice and the arrival/departure/ inspection records, the Government will propose a price deduction. For example, if the Task Order required that an individual claim for investigation be worked, and the Contractor billed for the individual claim, but individual claim was partially performed and will not complete the claim, the Government may, at its discretion, make payment and deduct the difference from the Task Order for full payment. , ,

(5) Any inquiries regarding payment shall be directed to the COR and/or CO.

12.0 Special Contract Requirements

12.1 Prohibition Against Personal Services

The Contractor shall not perform personal services under this order. Contractor personnel are employees of the Contractor or its subcontractors and are under the administrative control and supervision of the Contractor. A Contractor supervisor must give all individual Contractor employee assignments and daily work direction. The Government will not supervise or direct Contractor employees in the performance of their assignments. If at any time the Contractor believes that any Government action or communication has been given that would create a personal service relationship between the Government and any Contractor employee, the contractor shall promptly notify the Contracting Officer of this communication or action. The Contractor shall not perform any inherently-governmental functions under this order. No Contractor employee shall represent or give the appearance that he/she is a Government employee, agent or representative. No Contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. The Contractor is responsible for ensuring that all employees assigned to this order understand and are committed to following these requirements.

12.2 Restrictions on Contractor Access to Government or Third-Party Information

The purpose of this clause is to set forth the restrictions that will govern Contractor employees access to Government or third party information in order to protect the information from unauthorized use or disclosure.

Under this BPA, the Contractor will have access to Contractor proprietary information and other nonpublic information.

A. Restrictions on use and disclosure of information.

(1) With regard to any information to which the Contractor is given access in performance of this order, whether the information comes from the Government or from third parties, the Contractor shall:

(i) Utilize the information only for the purposes of performing the services specified in this order, and not for any other purposes;

(ii) Safeguard information from unauthorized use and disclosure;

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(iii) Allow access to the information only to those employees who need it to perform services under this order;

(iv) Preclude access and disclosure of information to persons and entities outside of the

Contractor's organization that do not have authority to access the information;

(v) Inform employees, who may require access to information, about their obligations to utilize it only to perform the services specified in this order and to safeguard that information from unauthorized use and disclosure; and

(vi) Ensure each employee complies with the restrictions set forth in (i), (ii), (iii), and (iv) above.

(2) Unless specifically permitted in writing by the Contracting Officer, the Contractor shall not use information acquired in performance of the order, or generated by or for the Government to:

(i) Compete for work for the Government; or

(ii) Submit an unsolicited quote to the Government.

(3) If the Contractor is exposed to information that is marked in a way that indicates the Contractor should not receive this information, the Contractor shall:

(i) Notify the Contracting Officer; and

(ii) Use the information only in accordance with the instructions of the Contracting Officer.

C. Breach of any of the conditions of this modification may provide grounds for the Government to:

(i) Require the contractor to remove the contract employee or employees from the performance of the order;

(ii) Require the contractor to terminate the subcontractor;

(iii) Suspend contractor payments;

(iv) Terminate this order for default or cause;

(v) Suspend or debar the Contractor for serious misconduct affecting present responsibility;

and;

(vi) Pursue such other remedies as may be permitted by law, regulation, or this order.

D. Unauthorized disclosure or other misuse of information protected by the Privacy Act of 1974 may result in a fine up to $5000 and /or other penalties. In addition, unauthorized disclosure or other

9 | P a g e misuse of information covered under the Federal Trade Secrets Act (18 USC 1905) may result in a fine, or imprisonment up to 1 year, or both.

E. The Contractor shall flow down this clause to subcontractors at all tiers.

12.3 Restrictions on Disclosure of Information

Confidentiality and Non-Disclosure:

The contractor may have to access proprietary information and shall be required to sign non-disclosure and conflict of interest statements when required. The preliminary and final deliverables and all associated working papers, and other material deemed relevant by the agency that have been generated by the contractor in the performance of this order are the property of the U.S. Government and cannot be reproduced, or retained by the contractor. When no longer required, this information, data, and/or equipment will be returned to Government control. All documents and information pertaining to network vulnerabilities, security policy, operational procedures or related functions shall be maintained under absolute accountability and relinquished to the Contracting Officer upon completion of the task.

Sensitive Information Storage and Disclosure:

For Official Use Only (FOUO) information, data, and/or equipment will be disclosed only to authorized personnel on a Need-to-Know basis. The holder shall ensure that appropriate administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, and/or equipment is property protected. When no longer required, this information, data, and/or equipment shall be returned to the Government control; destroyed; or held until otherwise directed.

Destruction of items shall be accomplished shredding or any other method that precludes the reconstruction of the material, consistent with GSA guidelines.

Protection of Information:

All information about the DOC networks and/or security posture of any DOC information assets gathered or created under this task order will be considered FOUO information. It is anticipated that this information will be gathered, created and stored within the primary Government work location. If the contractor personnel must remove any information from the primary work area they should protect it to the same extent they would their proprietary data and/or company trade secrets. If the contractor must remove any materials from the primary work location, prior approval must be obtained.

Security and Information Technology:

The HSPD-12 designated risk level for the task order is IT-Moderate Risk.

Rules of Behavior:

Contractor staff with access to the CBS source code will be required to sign a Rules of Behavior and Non- Disclosure Agreement to protect the source code from licensing agreement violations, unauthorized modifications, destruction, or disclosure.

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Security:

The contractor shall be responsible for properly protecting all information used, gathered, or developed as a result of this contract/task order. The contractor shall implement procedures that ensure that appropriate administrative, technical, and physical safeguards are established to ensure the security and confidentiality of sensitive government information, data, and/or equipment. The contractor’s procedures shall be consistent with Government and Department of Commerce policies, OFM Circular A-130, Management of Federal Information Resources, the Computer Security Act of 1987, the Federal Information Security Management Act of 2002 (FISMA), the Privacy Act, and the National Industrial Security Program Operating Manual (NISPOM). In addition, during all activities and operations on government premises the contractor shall comply with the policies, rules, procedures and regulations governing the conduct of personnel or protection of government facilities and data as expressed by Department of Commerce, written or oral. IT Security requirements of Commerce Acquisition Regulation (CAR) 1352.239-73- Security Requirements for Information Technology Resources shall apply to the work performed under this SOW as requirements pertain to the use of Commerce computing equipment by contractor personnel. In addition, identity verification requirements of Procurement Memorandum 2006-01, Guidance for Implementation of Homeland Security Presidential Directive 12 in Contracts, shall apply.

Contractor Identification:

Contractor personnel required to work onsite, shall have a valid DOC Contractor identification (ID) badge in his or her possession to enter any DOC facility. The COR shall provide the Contractor with an itemized list of the specific information that must be submitted for the employee security background check. The Contractor shall submit each employee’s background information to the COR for submission to the DOC Security Office for a complete background check to comply with DOC Security directive HSPD-12. The clearance level for this order is Public Trust.

In the event of after-hour, weekend or holiday work, the Contractor shall submit a list of names and the respective DOC Contractor ID Badge numbers to the COR of all Contractor personnel who are scheduled to work.

13.0 Security and Suitability Requirements

13.1 1352.237-70 Security Processing Requirements—High or Moderate Risk Contracts

(APR 2010)

(a) Investigative Requirements for High and Moderate Risk Contracts. All contractor (and subcontractor) personnel proposed to be employed under a High or Moderate Risk contract shall undergo security processing by the Department's Office of Security before being eligible to work on the premises of any Department of Commerce owned, leased, or controlled facility in the United States or overseas, or to obtain access to a Department of Commerce IT system. All Department of Commerce security processing pertinent to this contract will be conducted at no cost to the contractor. The level of contract risk will determine the type and scope of such processing, as noted below.

(1) Investigative requirements for Non-IT Service Contracts are:

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(i) High Risk—Background Investigation (BI).

(ii) Moderate Risk—Moderate Background Investigation (MBI).

(2) Investigative requirements for IT Service Contracts are:

(i) High Risk IT—Background Investigation (BI).

(ii) Moderate Risk IT—Background Investigation (BI).

(b) In addition to the investigations noted above, non-U.S. citizens must have a pre-appointment check that includes an Immigration and Customs Enforcement agency check.

(c) Additional Requirements for Foreign Nationals (Non-U.S. Citizens). To be employed under this contract within the United States, non-U.S. citizens must have:

(1) Official legal status in the United States;

(2) Continuously resided in the United States for the last two years; and

(3) Obtained advance approval from the servicing Security Officer of the contracting operating unit in consultation with the DOC Office of Security (OSY) headquarters. (OSY routinely consults with appropriate agencies regarding the use of non-U.S. citizens on contracts and can provide up-to-date information concerning this matter.)

(d) Security Processing Requirement. Processing requirements for High and Moderate Risk Contracts are as follows:

(1) The contractor must complete and submit the following forms to the Contracting Officer's Representative (COR):

(i) Standard Form 85P (SF–85P), Questionnaire for Public Trust Positions;

(ii) FD–258, Fingerprint Chart with OPM's designation in the ORI Block; and

(iii) Credit Release Authorization.

(2) The Sponsor will ensure that these forms have been properly completed, initiate the CD–254, Contract Security Classification Specification, and forward the documents to the cognizant Security Officer.

(3) Upon completion of security processing, the Office of Security, through the servicing Security Officer and the Sponsor, will notify the contractor in writing of an individual's eligibility to be provided access to a Department of Commerce facility or Department of Commerce IT system.

(4) Security processing shall consist of limited personal background inquiries pertaining to verification of name, physical description, marital status, present and former residences, education, employment history, criminal record, personal references, medical fitness, fingerprint classification, and other pertinent information. For non-U.S. citizens, the Sponsor must request an Immigration and Customs Enforcement agency check. It is the option of the Office of Security to repeat the security processing on any contract employee at its discretion.

(e) Notification of Disqualifying Information. If the Office of Security receives disqualifying information on a contract employee, the COR will be notified. The Sponsor, in coordination with the Contracting Officer, will immediately remove the contract employee from duties requiring access to Departmental facilities or IT systems. Contract employees may be barred from working on the premises of a facility for any of the following:

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(1) Conviction of a felony crime of violence or of a misdemeanor involving moral turpitude;

(2) Falsification of information entered on security screening forms or on other documents submitted to the Department;

(3) Improper conduct once performing on the contract, including criminal, infamous, dishonest, immoral, or notoriously disgraceful conduct or other conduct prejudicial to the Government, regardless of whether the conduct was directly related to the contract;

(4) Any behavior judged to pose a potential threat to Departmental information systems, personnel, property, or other assets.

(f) Failure to comply with security processing requirements may result in termination of the contract or removal of contract employees from Department of Commerce facilities or denial of access to IT systems.

(g) Access to National Security Information. Compliance with these requirements shall not be construed as providing a contract employee clearance to have access to national security information.

(h) The contractor shall include the substance of this clause, including this paragraph, in all subcontracts.

13.2 1352.237-72 Security Processing Requirements—National Security Contracts (APR 2010)

(a) Security Investigative Requirements for National Security Contracts. National Security Contracts require contractor employees to gain access to national security information in the performance of their work. Regardless of the contractor employees' location, appropriate security access and fulfillment of cleared facility requirements, as determined by the National Industrial Security Program (NISP) Operation Manual must be met. All contractors are subject to the appropriate investigations indicated below and may be granted appropriate security access by the Office of Security based on favorable results. No national security material or documents shall be removed from a Department of Commerce facility. The circumstances of the work performance must allow the Department of Commerce to retain control over national security information and keep the number of contract personnel with access to the information to a minimum.

(b) All employees working on Special or Critical Sensitive contracts require an updated personnel security background investigation every five (5) years. Employees on Non-Critical Sensitive contracts will require an updated personnel security background investigation every ten (10) years.

(c) Security Procedures. Position sensitivity/risk assessments must be conducted on all functions that are performed under the contract. Risk assessments for contractor employees are determined in the same manner as assessment of those functions performed by government employees. The Contracting Officer and Contracting Officer's Representative should determine the level of sensitivity or risk with the assistance of the servicing Security Officer.

(1) Contractor employees working on National Security Contracts must have a completed investigation and be granted an appropriate security level clearance by the Office of Security before start of work.

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(2) The Contracting Officer's Representative must send the contract employee's existing security clearance information, if applicable, or appropriate investigative request package, to the servicing Security Officer, who will review and forward it to the Office of Security.

(3) The Office of Security must confirm that contract employees have the appropriate security clearance before starting any work under a National Security Contract.

(d) Security Forms Required. For Critical-Sensitive positions with Top Secret access, Critical-Sensitive positions with Secret access, and Non-Critical Sensitive positions with Secret or Confidential access, the following forms are required:

(1) Form SF–86, Questionnaire for National Security Positions, marked “CON” in Block 1, Position Title, to distinguish it as a contractor case;

(2) Form FD–258, Fingerprint Chart, with OPM's designation in the ORI Block; and

(3) Credit Release Authorization Form.

(e) Contracting Officer's Representative Responsibilities are:

(1) Coordinate submission of a proper investigative request package with the servicing Security Officer, the Contracting Officer, and the contractor.

(2) Review the request package for completeness, ensuring that the subject of each package is identified as a contract employee, the name of the contractor is identified, and that each package clearly indicates the contract sensitivity designation.

(3) Send the request package to the servicing Security Officer for investigative processing.

(f) Servicing Security Officer Responsibilities are:

(1) Review the package for completeness.

(2) Ensure that the forms are complete and contain all the pertinent information necessary to request the background investigation.

(3) Forward the request for investigation to the Defense Investigative Service Coordinating Office

(DISCO).

(4) Maintain records of contractor personnel in their units subject to the NISP.

(5) Ensure that all contractor personnel have been briefed on the appropriate procedures for handling and safeguarding national security information.

(g) The contractor shall include the substance of this clause, including this paragraph, in all subcontracts.

(End of clause)

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13.3 1352.239-72 Security Requirements for Information Technology Resources (APR 2010)

(a) Applicability. This clause is applicable to all contracts that require contractor electronic access to Department of Commerce sensitive non-national security or national security information contained in systems, or administrative control of systems by a contractor that process or store information that directly supports the mission of the Agency.

(b) Definitions. For purposes of this clause, the term “Sensitive” is defined by the guidance set forth in the Computer Security Act of 1987 (Pub. L. 100–235), including the following definition of the term:

(1) Sensitive information is “any information, the loss, misuse, or unauthorized access to, or modification of which could adversely affect the national interest or the, conduct of Federal programs, or the privacy to which individuals are entitled under section 552a of title 5, United States Code (The Privacy Act), but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy.”

(2) For purposes of this clause, the term “National Security” is defined by the guidance set forth in:

(i) The DOC IT Security Program Policy and Minimum Implementation Standards, Section 4.3.

(ii) The DOC Security Manual, Chapter 18.

(iii) Executive Order 12958, as amended, Classified National Security Information. Classified or national security information is information that has been specifically authorized to be protected from unauthorized disclosure in the interest of national defense or foreign policy under an Executive Order or Act of Congress.

(3) Information technology resources include, but are not limited to, hardware, application software, system software, and information (data). Information technology services include, but are not limited to, the management, operation (including input, processing, transmission, and output), maintenance, programming, and system administration of computer systems, networks, and telecommunications systems.

(c) The contractor shall be responsible for implementing sufficient Information Technology security, to reasonably prevent the compromise of DOC IT resources for all of the contractor's systems that are interconnected with a DOC network or DOC systems that are operated by the contractor.

(d) All contractor personnel performing under this contract and contractor equipment used to process or store DOC data, or to connect to DOC networks, must comply with the requirements contained in the DOC Information Technology Management Handbook (see DOC, Office of the Chief Information Officer Web site), or equivalent/more specific agency or operating unit counsel guidance as specified immediately hereafter [insert agency or operating unit counsel specific guidance, if applicable].

(e) Contractor personnel requiring a user account for access to systems operated by the contractor for DOC or interconnected to a DOC network to perform contract services shall be screened at an appropriate level in accordance with Commerce Acquisition Manual 1337.70, Security Processing Requirements for Service Contracts.

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(f) Within 5 days after contract award, the contractor shall certify in writing to the COR that its employees, in performance of the contract, have completed initial IT security orientation training in DOC IT Security policies, procedures, computer ethics, and best practices, in accordance with DOC IT Security Program Policy, chapter 15, section 15.3. The COR will inform the contractor of any other available DOC training resources. Annually thereafter the contractor shall certify in writing to the COR that its employees, in performance of the contract, have completed annual refresher training as required by section 15.4 of the DOC IT Security Program Policy.

(g) Within 5 days of contract award, the contractor shall provide the COR with signed acknowledgement of the provisions as contained in Commerce Acquisition Regulation (CAR), 1352.209–72, Restrictions Against Disclosures.

(h) The contractor shall afford DOC, including the Office of Inspector General, access to the contractor's and subcontractor's facilities, installations, operations, documentation, databases, and personnel used in performance of the contract. Access shall be provided to the extent required to carry out a program of IT inspection, investigation, and audit to safeguard against threats and hazards to the integrity, availability, and confidentiality of DOC data or to the function of computer systems operated on behalf of DOC, and to preserve evidence of computer crime.

(i) For all contractor-owned systems for which performance of the contract requires interconnection with a DOC network on which DOC data will be stored or processed, the contractor shall provide, implement, and maintain a System Accreditation Package in accordance with the DOC IT Security Program Policy. Specifically, the contractor shall:

(1) Within 14 days after contract award, submit for DOC approval a System Certification Work Plan, including project management information (at a minimum the tasks, resources, and milestones) for the certification effort, in accordance with DOC IT Security Program Policy and [Insert agency or operating unit counsel specific guidance, if applicable]. The Certification Work Plan, approved by the COR, in consultation with the DOC IT Security Officer, or Agency/operating unit counsel IT Security Manager/Officer, shall be incorporated as part of the contract and used by the COR to monitor performance of certification activities by the contractor of the system that will process DOC data or connect to DOC networks. Failure to submit and receive approval of the Certification Work Plan may result in termination of the contract.

(2) Upon approval, follow the work plan schedule to complete system certification activities in accordance with DOC IT Security Program Policy Section 6.2, and provide the COR with the completed System Security Plan and Certification Documentation Package portions of the System Accreditation Package for approval and system accreditation by an appointed DOC official.

(3) Upon receipt of the Security Assessment Report and Authorizing Official's written accreditation decision from the COR, maintain the approved level of system security as documented in the Security Accreditation Package, and assist the COR in annual assessments of control effectiveness in accordance with DOC IT Security Program Policy, Section 6.3.1.1.

(j) The contractor shall incorporate this clause in all subcontracts that meet the conditions in paragraph

(a) of this clause.

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14.0 Supplemental Clauses

In addition to the clauses contained within the contractor’s FSS contract(s) and clauses referenced in other sections of this BPA, the clauses below apply in the administration and performance of Task Orders. Additional supplemental clauses may be incorporated at the Task Order level as appropriate.

14.1 FAR Clauses

This BPA incorporates one or more provisions and clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

Also, the full text of a clause may be accessed electronically at this address:

https://www.acquisition.gov/far/index.html

NUMBER TITLE DATE

52.204-2 Security Requirements Mar 2021 52.212-4* Contract Terms and Conditions-Commercial Items Nov 2023 (plus Alt I – Nov 2021 52.212-5* Contract Terms and Conditions Required to NOV 2024

Implement Statutes or Executive Orders- Commercial Items (Alt II – NOV 2016)

52.224-1 Privacy Act Notification APR 1984 52.224-2 Privacy Act APR 1984 52.227-14 Rights in Data – General MAY 2014 52.227-17 Rights in Data – Special Works DEC 2007 52.227-16 Additional Data Requirements JUN 1987 52.227-19 Commercial Computer Software License DEC 2007 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.233-2 Service of Protest SEP 2006 52.233-3 Protest after Award AUG 1996 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.239-1 Privacy or Security Safeguards APR 1996 52.242-13 Bankruptcy JUL 1995 52.242-15 Stop-Work Order AUG 1989 52.244-6 Subcontracts for Commercial Items NOV 2024 52.246-1 Contractor Inspection Requirements APR 1984 52.246-2 Inspection of Supplies – Fixed Price AUG 1996 52.246-4 Inspection of Services – Fixed Price AUG 1996 52.246-16 Responsibility for Supplies APR 1984 52.246-20 Warranty of Services MAY 2001 52.247-34 F.o.b. Destination NOV 1991 52.253-1 Computer Generated Forms JAN 1991 52.245-1 Government Property SEP 2021 52.245-9 Use and Charges APR 2012 *Incorporated by reference as contained in the contractor’s underlying FSS contract.

52.217-8 Option to Extend Services (Nov 1999) https://www.acquisition.gov/far/index.html

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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 at least 10 days before contract completion.

52.217-9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor up to one

(1) year; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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 66 months.

52.232-18 AVAILABILITY OF FUNDS (APR 1984)

Funds are not presently available for this contract. The Government's obligation under this contract is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are made available to the Contracting Officer for this contrac1nd until the Contractor receives notice of such availability, to be confirmed in writing by the Contacting Officer until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer

52.232-19 AVAILABLITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond September 30, 2012, 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to- (!) Furnish phase-in training; and

(2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the Contracting Officer's written notice, (I) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a

18 | P a g e successor to determine the nature and extent of phase-in phase-out services required. The plan shall specify a training program and a date for transferring possibilities for each division of work described in the plan and shall be subject to the Contracting Officer's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

(d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract

52.227-23 -- Rights to Proposal Data (Jun 1987)

It is agreed that as a condition of award of this contract, and notwithstanding the conditions of any notice appearing thereon, the Government shall have unlimited rights (as defined in the “Rights in Data -

- General” clause contained in this contract) in and to the technical data contained in any Quote, upon which this contract is based.

14.2 CAR Clauses

This BPA incorporates one or more Commerce Acquisition Regulation (CAR) provisions and 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.

NUMBER TITLE DATE

1352.201-70 Contracting Officer's Authority APR 2010 1352.208-70 Restrictions on printing and duplicating APR 2010 1352.209-72 Restrictions against disclosure APR 2010 1352.209-73 Compliance with the Laws APR 2010 1352.216-74 Task Orders APR 2010 1352.227-70 Rights in Data, Assignment of Copyright APR 2010 1352.228-70 Insurance Coverage APR 2010 1352.231-71 Duplication of effort APR 2010 1352.237-73 Foreign National Visitor and Guest Access to APR 2010 Departmental Resources 1352.239-71 Electronic and Information Technology APR 2010 1352.239-72 Security Requirements for Information Technology APR2010 Resources 1352.242-70 Post award Conference APR 2010

1352.201-72 Contracting Officer’s Representative (C0R) (APR 2010)

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(a) Sandy Zanelotti 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:

U.S. Department of Commerce Office of Civil Rights, Room C200 Attn: Sandy Zanelotti 1401 Constitution Avenue, NW Washington, D.C. 20230 Phone: 202-482-5049 Email: szanelot@doc.gov

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

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

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

1352.209-71 Limitation of Future Contracting (APR 2010), Alt II, Alt III, Alt IV, and Alt VI

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

(1) Descriptions or definitions:

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

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

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

(iv) “System” means the system that is the subject of this contract.

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

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

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

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(2) The contractor shall participate in the technical evaluation of other contractors' proposals or products. To ensure objectivity, the contractor is precluded from award of any supply or service contract or subcontract for the system or its major components that it has access to information about under performance of this contract. This restriction shall be effective for the duration of the Blanket Purchase Agreement and any orders issued thereunder and for a period of one-year after the completion of the BPA/final order, whichever occurs last.

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

(c) The contractor agrees to accept and to complete all issued task…