DRAFT RFP - Commercial Online Platforms Acquisition.pdf

DRAFT

REQUEST FOR PROPOSAL (RFP)

47QSCC22R0028

Commercial Online Platform Acquisition

September 8, 2022

TABLE OF CONTENTS

CONTENTS

(B) SF 1449 CONTINUATION 3

(C) CONTRACT CLAUSES 4

(D) CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS 22

(E) SOLICITATION PROVISIONS 23

E.3 ADDENDUM TO FAR 52.212-1: ADDITIONAL INSTRUCTIONS TO OFFERORS 26

E.3.1 Period for Acceptance of Offers 26

E.3.2 Disposition of Offers 26

E.3.3 Non-Government / Government Consultant/Advisors 27

E.3.4 Communications/Discussions 27

E.3.5 General Instructions for Submission of Technical Proposals 27

E.3.5.1 General Instructions 27

E.3.6 Evaluation Factors for Award 34

E.3.7 Evaluation Summary 37

E.3.8 Federal Acquisition Security Council Approval 38

(B) SF 1449 CONTINUATION

B.1 SCHEDULE OF SUPPLIES/SERVICES - CONTINUED

The U.S. General Services Administration (GSA) has a requirement for contractors to provide commercial online platforms that can provide business-to-business (B2B) e-commerce capabilities for Federal agencies using the Government Purchase Card (GPC) for the purchase of commercial off-the-shelf (COTS) items. This acquisition is based upon the authority in Section

846 of the 2018 National Defense Authorization Act (NDAA), Pub L. 115-91, and is intended to result in multiple no-cost contracts with commercial platform providers, each with a period of performance of one-year with four one-year option years. GSA reserves the right to award as many contracts as determined appropriate by the Contracting Officer and technical evaluation team.

In line with B2B e-commerce practices, items sold to Government agencies through the awarded contracts are to be provided at commercial B2B pricing or better.

(C) CONTRACT CLAUSES

United States law will govern and apply to resolve any claim of breach under this contract.

C.1 FAR CLAUSES APPLICABLE TO THE CONTRACT - Incorporated by Reference

● 52.204-13 System for Award Management Maintenance (Oct 2018)

● 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (Nov 2021)

● 52.204-23 Prohibition on Contracting for Hardware, Software, and Service Developed or Provided by Kaspersky Lab and Other Covered Entities (Nov 2021)

● 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment (Nov 2021)

● 52.217-8 Option to Extend Services (Nov 1999)

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

C.1.1 FAR CLAUSES APPLICABLE TO THE CONTRACT - Full Text

● 52.212-4 Contract Terms and Conditions – Commercial Items (Nov

2021)(DEVIATION)

(a) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(b) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(c) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(d) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the

Contractor is reasonably notified of such claims and proceedings.

(e) Payment.-

(1) Prompt payment. The Government will make payment in accordance with the Prompt

Payment Act ( 31 U.S.C.3903) and prompt payment regulations at 5 CFR Part 1315.

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(2) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(3) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting

Officer.

(4) Interest. (i) All amounts that become payable by the Contractor to the

Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (e)(4)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the

Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by

33.211 if–

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the

Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

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(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the

Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt;

or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(f) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(g) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the

Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

https://www.acquisition.gov/far/part-32#FAR_32_608_2

(h) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards;

41 U.S.C. chapter 87, Kickbacks; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Disputes, Payments, Compliance with Laws Unique to Government Contracts, Unauthorized Obligations, and Commercial Supplier Agreements - Unenforceable

Clauses paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any commercial supplier agreements as amended by the Commercial Supplier Agreements—

Unenforceable Clauses provision.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(j) Unauthorized Obligations.

(1) Except as stated in paragraph (j)(2) of this clause, when any supply or service acquired under this contract is subject to any commercial supplier agreement (as defined in 502.101) that includes any language, provision, or clause requiring the

Government to pay any future fees, penalties, interest, legal costs or to indemnify the

Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

Government.

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

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

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

(k) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(l) Commercial supplier agreements unenforceable clauses. When any supply or service acquired under this contract is subject to a commercial supplier agreement (as defined in

502.101), the following language shall be deemed incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement:

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

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

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

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

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

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

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

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

(iv) Continued performance. The supplier or licensor shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as allowed by this contract. If the supplier or licensor believes the ordering activity to be in breach of the agreement, it shall pursue its rights under the Contract Disputes https://www.acquisition.gov/content/part-502-definitions-words-and-terms#LWSCCJYG

Act or other applicable Federal statute while continuing performance as set forth in paragraph (b) (Disputes).

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

Payment Act or Equal Access to Justice Act).

(vi) Updating terms.

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

(1) Terms that change Government rights or obligations;

(2) Terms that increase Government prices;

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

(4) Terms that limit any other Government right addressed elsewhere in this contract.

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

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

Government shall not be deemed to have consented to them.

(vii) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express consent by an authorized Government representative.

(viii) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the

United States in any such action, in accordance with 28 U.S.C. 516.

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

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

(B) This charge, if disputed by the ordering activity, will be resolved in accordance with paragraph (b) (Disputes) of this clause; no payment obligation shall arise on the part of the ordering activity until the conclusion of the dispute process.

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

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

Government contract.

(xi) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval.

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

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

● 52.212-5 Contract Terms and Conditions Required to Implement Statutes or

Executive Orders – Commercial Items (MAY 2022) (DEVIATION)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and

Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

https://www.acquisition.gov/far/part-52#FAR_52_203_19

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services

Developed or Provided by Kaspersky Lab and Other Covered Entities (Nov 2021)

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

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-

232).

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

2015).

(5) 52.233-3, Protest After Award (Aug 1996) ( 31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws

108-77 and 108-78 ( 19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the

Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

_X_ (1) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) ( 41

U.S.C. 3509)).

_X_ (2) 52.209-6, Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment. (Nov 2021) ( 31 U.S.C.

6101 note).

__ (3) (i) 52.219-9, Small Business Subcontracting Plan (Nov 2021) ( 15 U.S.C.

637(d)(4)).

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

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

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

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

_X_ (4) (i) 52.219-28, Post Award Small Business Program Rerepresentation (Sep

2021) ( 15 U.S.C. 632(a)(2)).

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

__ (5) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (

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

__ (6) 52.219-33, Nonmanufacturer Rule (Sep 2021) ( 15U.S.C. 637(a)(17)).

_X_ (7) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).

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_X_ (8) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2022)

(E.O.13126).

_X_ (9) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_X_ (10) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246).

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

_X_ (11) 52.222-40, Notification of Employee Rights Under the National Labor

Relations Act (Dec 2010) (E.O. 13496).

_X_ (12) (i) 52.222-50, Combating Trafficking in Persons (Nov 2021) ( 22 U.S.C.

chapter 78 and E.O. 13627).

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

_X_ (13) 52.222-54, Employment Eligibility Verification (May 2022) (Executive Order

12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in

FAR 22.1803.)

_X_ (14) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential

Hydrofluorocarbons (Jun 2016) (E.O. 13693).

_X_ (15) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration

Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

_X_ (16) (i) 52.223-13, I Acquisition of EPEAT®-Registered Imaging Equipment (Jun

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

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

_X_ (17) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014)

(E.O.s 13423 and 13514).

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

_X_ (18) (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_ (19) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While

Driving (Jun 2020) (E.O. 13513).

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

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

__ (22) (i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a).

https://www.acquisition.gov/far/part-52#FAR_52_222_19 https://www.acquisition.gov/far/part-52#FAR_52_222_21 https://www.acquisition.gov/far/part-52#FAR_52_222_26 https://www.acquisition.gov/far/part-52#FAR_52_222_26 https://www.acquisition.gov/far/part-52#FAR_52_222_40 https://www.acquisition.gov/far/part-52#FAR_52_222_50 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_222_50 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_222_54 https://www.acquisition.gov/far/part-22#FAR_22_1803 https://www.acquisition.gov/far/part-52#FAR_52_223_11 https://www.acquisition.gov/far/part-52#FAR_52_223_12 https://www.acquisition.gov/far/part-52#FAR_52_223_13 https://www.acquisition.gov/far/part-52#FAR_52_223_13 https://www.acquisition.gov/far/part-52#FAR_52_223_14 https://www.acquisition.gov/far/part-52#FAR_52_223_14 https://www.acquisition.gov/far/part-52#FAR_52_223_16 https://www.acquisition.gov/far/part-52#FAR_52_223_16 https://www.acquisition.gov/far/part-52#FAR_52_223_18 https://www.acquisition.gov/far/part-52#FAR_52_223_20 https://www.acquisition.gov/far/part-52#FAR_52_223_21 https://www.acquisition.gov/far/part-52#FAR_52_224_3

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

_X_ (23) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2021) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the

Department of the Treasury).

__ (24) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) ( 42

U.S.C. 5150).

__ (25) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area

(Nov 2007) ( 42 U.S.C. 5150).

__ (26) 52.229-12, Tax on Certain Foreign Procurements (Feb 2021).

__ (27) 52.232-29, Terms for Financing of Purchases of Commercial Products and

Commercial Services (Nov 2021) ( 41 U.S.C. 4505, 10 U.S.C. 2307(f)).

__ (28) 52.232-30, Installment Payments for Commercial Products and Commercial

Services (Nov 2021) ( 41 U.S.C. 4505, 10 U.S.C. 2307(f)).

_X_ (29) 52.239-1, Privacy or Security Safeguards (Aug 1996) ( 5 U.S.C. 552a).

__ (30) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels

(Nov 2021) ( 46 U.S.C. 55305 and 10 U.S.C. 2631).

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

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

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

_X_ (1) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order

14026 (Jan 2022).

_X_ (2) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2022) (E.O.

13706).

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

(1) The Comptroller General of the United States, or an authorized representative of the

Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

https://www.acquisition.gov/far/part-52#FAR_52_224_3 https://www.acquisition.gov/far/part-52#FAR_52_225_13 https://www.acquisition.gov/far/part-52#FAR_52_226_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_226_5 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_229_12 https://www.acquisition.gov/far/part-52#FAR_52_232_29 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_232_30 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_239_1 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title5-section552a&num=0&edition=prelim https://www.acquisition.gov/far/part-52#FAR_52_247_64 https://www.govinfo.gov/content/pkg/USCODE-2019-title46/html/USCODE-2019-title46-subtitleV-partD-chap553-subchapI-sec55305.htm http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_247_64 https://www.acquisition.gov/far/part-52#FAR_52_247_64 https://www.acquisition.gov/far/part-52#FAR_52_222_55 https://www.acquisition.gov/far/part-52#FAR_52_222_62 https://www.acquisition.gov/far/part-2#FAR_2_101 https://www.acquisition.gov/far/part-52#FAR_52_215_2

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

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

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

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

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) ( 41 U.S.C.

3509).

(ii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services

Developed or Provided by Kaspersky Lab and Other Covered Entities (Nov 2021)

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

(iii) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-

232).

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

(v) 52.222-26, Equal Opportunity (Sep 2015) (E.O.11246).

(vi) 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.

(vii) (A) 52.222-50, Combating Trafficking in Persons (Nov 2021) ( 22 U.S.C. chapter

78 and E.O 13627).

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

(viii) 52.222-54, Employment Eligibility Verification (May 2022) (E.O. 12989).

https://www.acquisition.gov/far/part-4#FAR_Subpart_4_7 https://www.acquisition.gov/far/part-52#FAR_52_203_13 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_204_23 https://www.acquisition.gov/far/part-52#FAR_52_204_25 https://www.acquisition.gov/far/part-52#FAR_52_222_21 https://www.acquisition.gov/far/part-52#FAR_52_222_26 https://www.acquisition.gov/far/part-52#FAR_52_222_40 https://www.acquisition.gov/far/part-52#FAR_52_222_40 https://www.acquisition.gov/far/part-52#FAR_52_222_50 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_222_50 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_222_54

(ix) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026

(Jan 2022).

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

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

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

(xii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov

2021) ( 46 U.S.C. 55305 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

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

C.2 GSAR CLAUSES APPLICABLE TO THE CONTRACT

● 552.203-71 Restriction on Advertising

● 552.215-70 Examination of Records by GSA

● 552.252-6 Authorized Deviations in Clauses

C.3 NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM

A contract will be established with contractors holding one of the below North American

Industry Classification System (NAICS) in the System for Award Management (SAM):

NAICS 425110: B2B Electronic Markets

**To be considered eligible for award, the contractor’s SAM account shall reflect the above

NAICS prior to award.

C.4 PERIOD OF PERFORMANCE

The Period of Performance (PoP) of the contract will be for a one-year base period from date of award, with four (4) one-year option periods. The Contracting Officer (CO) may exercise an option period only after conducting an annual evaluation in accordance with FAR subpart

17.207-Exercise of Options. Option exercise is not guaranteed.

The anticipated PoP is as follows:

Base Period: Date of Award (DoA) through - one year

Option Period 1: One year from expiration of the Base Period through - one year

Option Period 2: One year from expiration of Option Period 1 through - one year

Option Period 3: One year from expiration of Option Period 2 through - one year https://www.acquisition.gov/far/part-52#FAR_52_222_55 https://www.acquisition.gov/far/part-52#FAR_52_222_62 https://www.acquisition.gov/far/part-52#FAR_52_224_3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_224_3 https://www.acquisition.gov/far/part-52#FAR_52_247_64 https://www.govinfo.gov/content/pkg/USCODE-2019-title46/html/USCODE-2019-title46-subtitleV-partD-chap553-subchapI-sec55305.htm http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/sites/default/files/current/gsam/html/Part552_Sub2A.html#wp1931251 https://www.acquisition.gov/sites/default/files/current/gsam/html/Part552_Sub2A.html#wp1929021

Option Period 4: One year from expiration of Option Period 3 through - one year

C.5 OPEN SEASON

The Government intends to award multiple contracts from this solicitation. In order to maintain and ensure an adequate number of contractors, GSA intends to periodically review the total number of contractors holding a contract and determine whether it would be in the Government’s best interest to initiate an open season to add new contractors to the program. An open season is not guaranteed.

If GSA determines that it would be in the Government’s best interest to issue an open season solicitation to add new contractors, the GSA CO may do so at any time. Prior to doing so, GSA would provide reasonable notice through the available communication channels, not limited to the program’s GSA.gov site. Contractors may submit a proposal in response to the open season solicitation, which would be issued on SAM.gov. Contractors may not hold multiple contracts under this program.

C.6 CONTRACT ADMINISTRATION

If, during contract performance, a contract holder does not meet the requirements and deliverables of the program, it is the Government’s intent to remove the contractor by exercising one of the following rights:

(a) Permitting the contract to expire instead of exercising the option; or

(b) Exercising the Termination for Convenience clause per FAR 52.212-4; or

(c) Exercising the Termination for Cause, per FAR 52.212-4; or

(d) Any other action permitted by law.

C.7 PROGRAM CHECK-INS WITH PROVIDERS AND TRAINING FOR PURCHASE

CARD HOLDERS

The GSA CP program office will have bi-weekly meetings with the platform providers to provide important program updates to platform providers so they can better support the program and Government buyers needs and interest.

An important part of the success of the CP program is that GPC buyers have a familiarity and understanding of making purchases on the platform(s). GSA will coordinate training sessions between the platform(s) and GPC card holders (monthly/bi-monthly).

Please describe your platform's adoption and awareness strategy to help promote and educate users on the platform and services being provided.

C.8 CYBERSECURITY AND DATA PROTECTIONS

Performance of this contract may require the platform provider(s) to access and use data and http://www.gsa.gov/commercialplatforms information proprietary to a Government agency or Government contractor which is of such a nature that its dissemination or use, other than in performance of this effort, would be adverse to the interests of the Government and/or others. Platforms and/or platform personnel shall not divulge or release data or information developed or obtained in performance of this effort, until made public by the Government, except to authorized Government personnel or upon written approval by the GSA Contracting Officer. The platform shall not use, disclose, or reproduce proprietary data that was developed or obtained under this commercial online platform contract and/or bears a restrictive legend, other than as required in the performance of this effort.

Per Section 838 of FY19 NDAA the e-marketplace platform providers shall not use Government spend data for “pricing, marketing, competitive, or other purposes, any information, including any Government-owned data, such as purchasing trends or spending habits, related to a product from a third-party supplier featured on the commercial e-commerce portal or the transaction of such product, except as necessary to comply with the requirements” of this contract.

For the avoidance of doubt, the Government shall have unrestricted use of the data referred to in

Section 838 quoted above.

Section 846 (and subsequent revisions) of the National Defense Authorization Act for Fiscal

Year 2018 requires that, in any platform provider contract, GSA must require that the platform provider:

1. (Unauthorized Disclosure): may not sell or disclose to third parties any product order information that identifies the Government as the purchaser (except as needed to process an order);

2. (Data Safeguarding and Cybersecurity): must take necessary precautions to safeguard any Government information, especially with regard to national security or cybersecurity threats; and

Commercial platforms contemplated under this Statement of Objectives shall be compliant with the Payment Card Industry Data Security Standard (PCI DSS) 4.0

(or latest version). Offerors are advised to be compliant with other widely accepted control frameworks including Service Organization Control (SOC) 1, 2, and 3; and, International Organization for Standardization (ISO) and the International

Electrotechnical Commission (IEC) ISO/IEC 27001:2013, 27017:2015, 27018:2014, and

ISO/IEC 9001:2015, as applicable.

Offerors providing any customized value added services (e.g., applications, tools, dashboards.) that are not already widely available to the public, shall first notify the GSA Contracting Officer (CO) and Contracting Officer’s Representative

(COR). If approved by the CO, the value added services that are developed uniquely for this contract are subject to Federal Security requirements as defined in GSA IT Security

Procedural Guide, CIO-IT Security 09-48, Security and Privacy Requirements for IT

Acquisition Efforts [Rev. 6] 04/15/2021 (and any future update of the guide), BEFORE they can be used. The specific set of information security requirements will depend on the value added services in question, the FIPS 199 impact level of the data, and the service/application delivery model (e.g., cloud or on-prem).

3. (Third Party Supplier Data Protections): may not use any third-party supplier product information on the platform or any information related to the transaction of such products

(except as needed to meet program requirements).

C.9 SMALL BUSINESS PARTICIPATION

GSA is committed to supporting small business participation through the Commercial Platform program. GSA will continue to monitor small business purchases and participation in the program. Additionally, GSA will work with interested agencies to share the existing process for their submission of small business spend through the program to the appropriate systems in order to collect small business credit, as applicable.

C.10 SUBMISSION OF CLIMATE CHANGE RISK MANAGEMENT PLAN

All other-than-small business concern contract holder(s) shall prepare a post-award Climate

Change Risk Management Plan that identifies climate-related risks that could negatively impact performance. This plan must be submitted to the CO and COR 12 months after contract award.

Climate Change Risk Management Plans generally address the following:

● What is your process for identifying, assessing, and responding to climate-related risks for successful performance or delivery (e.g., migration of smoke from wildfires, increases in precipitation-driven flooding, extreme heat events, and inundation due to sea level rise and storm surge)?

● What inherent climate-related risks have you identified that may have a substantive financial or strategic impact on your business? Provide details of risks identified with the potential to have a substantive financial or strategic impact on your business.

● What is your business continuity plan? Describe your disaster contingency, continuity plans and response protocols for potential event-driven changes (e.g., hurricane, earthquake, flooding, wildfire) and chronic risks due to longer-term shifts in climate patterns (e.g., changes in precipitation, increased average temperature, and sea level rise).

○ Describe which assets, products, and services would most significantly disrupt operations if they experienced short term acute impacts (e.g., degraded service, loss of service, equipment failure, loss of asset or other unacceptable outcomes).

○ Describe which assets, products, and services would most significantly disrupt operations if they experienced gradual long-term cumulative impacts (e.g., degraded service, loss of service, equipment failure, loss of asset or other unacceptable outcomes).

○ Describe proactive and reactive approaches to dealing with potential disruptions.

Within 24 months after award, the contractor must submit to the CO and COR a Climate Change

Risk Management Plan Follow-up Report consisting of an overview of actions taken, or opportunities identified, to adapt to the climate-related risks that may have a substantive financial or strategic impact, as identified in the Climate Change Risk Management Plan.

The contract holder will be evaluated in CPARS regarding timely submission of the Climate

Change Risk Management Plan and Climate Change Risk Management Plan Follow-up Report.

C.11 SUBMISSION OF SUSTAINABLE PRACTICES AND IMPACT STATEMENT

Please review Attachment 5 in its entirety prior to reviewing this section.

GSA is seeking to understand and reduce, as far as practicable, the energy and environmental impacts of services provided under this contract. All other-than-small business concerns awarded a contract under this requirement will be required to submit a Sustainable Practices and Impact

Statement to the CO and COR, twelve (12) months after award. The specific requirements in relation to the Sustainable Practices and Impact Statement are provided below:

1. The impact statement must include a Greenhouse Gas (GHG) inventory for the entire company or GHG emissions resulting from the contract. GHG inventories must be prepared in a format similar to that described by the World Resources Institute/World Business

Council for Sustainable Development Greenhouse Gas Protocol Corporate Accounting and

Reporting Standard, ISO 14064 standard. GSA will accept a Statement from the Contract

Holder’s parent company provided the parent company's GHG emissions inventory boundaries (financial and geographic) include activities the Contract Holder performs under the contract.

2. The Statement must include the GHG reduction target(s) for the entire company, or GHG emissions resulting from the contract (either for reduction of absolute annual quantity of greenhouse gas emissions, and/or for reduction of “carbon intensity,” such as reduction of carbon footprint per activity measure such as sales, number of employees, square feet of facilities, etc.). The Statement must include information on progress towards meeting the

GHG reduction target(s) set by the contractor for the entire company or emissions resulting from the contract.

Twenty-four (24) months after award, the Contract Holder shall provide a GHG Reduction

Progress Report to the CO and COR, and annually thereafter. This report must include information on progress towards meeting the GHG reduction target(s) set by the Contract

Holder for the entire company or emissions resulting from the contract. GHG inventories and targets must include Scope 1 and 2 GHG emissions

(https://www.epa.gov/climateleadership/scope-1-and-scope-2-inventory-guidance). Inclusion of Scope 3 emissions (https://www.epa.gov/climateleadership/scope-3-inventory-guidance) is encouraged but not required.

Any barriers to GHG emission reductions should also be noted.

https://www.epa.gov/climateleadership/scope-1-and-scope-2-inventory-guidance https://www.epa.gov/climateleadership/scope-3-inventory-guidance

The contractor will be evaluated in the Contractor Performance Assessment Reporting System

(CPARS) regarding timely submission of the Sustainable Practices and Impact Statement and

GHG Reduction Progress Report and progress towards meeting the GHG targets.

C.12 PARTICIPATION BY MULTIPLE AWARD SCHEDULE (MAS) SCHEDULE

HOLDERS

For those platforms that also have a Multiple Award Schedule contract, sales for ‘MAS catalog’ items would still need to be reported and managed through existing MAS reporting channels.

For all other ‘open market’ or non-MAS catalog items, those sales would be reported through the

Commercial Platforms reporting process, for those accounts that are a part of the program.

C.13 SUPPLY CHAIN RISK MANAGEMENT PLAN

The platform provider will be required post-award to submit their company’s contingency and business continuity plan within 12 months of award to the Contracting Officer (CO), and every year thereafter at option exercise.

C.14 FEE REMITTANCE

The platform(s) shall submit to GSA a remittance of .75% on the value of each order placed on the platform. The fee shall be included in the price of the item and not listed as a separate line item. GSA reserves the right to change the percentage at any time, but not more than once per year.

The process for fee remittance is as follows:

● The platform(s) will submit their sales to the FAS Sales Reporting Portal (SRP) as part of the data extract process within 10 days of the prior month’s conclusion (e.g., May’s data is due no later than June 10th)

● GSA will calculate the fee that is owed (.75% multiplied by the…