LAW School RFP_final.pdf

RFP No. 1331L522R13OS0005

DEPARTMENT OF COMMERCE

ENTERPRISE SERVICES-ACQUISITION

REQUEST FOR PROPOSAL:

UNIVERSITY LAW SCHOOL – EDUCATION SUPPORT SERVICES

PROFESSIONAL CERTIFICATION AND

DEVELOPMENT PROGRAMS

FOR

COMMERCIAL LAW DEVELOPMENT PROGRAM,

OFFICE OF GENERAL COUNSEL

Table of Contents

Contents

SECTION A - STANDARD FORM 1449

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 GENERAL 7

B.2 BASE AND OPTIONS

B.3 CONTRACT TYPE

B.4 CLAUSES INCORPORATED IN FULL TEXT

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 PERFORMANCE WORK STATEMENT (PWS)

SECTION D - PACKAGING AND MARKING

SECTION E - INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE

E.2 CLAUSES INCORPORATED IN FULL TEXT

E.3 SCOPE OF INSPECTION

SECTION F - DELIVERIES AND PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE

F.2 CLAUSES INCORPORATED IN FULL TEXT

F.3 PLACE OF PERFORMANCE

F.4 SCHEDULE OF DELIVERABLES

F.5 PRELIMINARY CURRICULUM TOPIC OUTLINE

F.6 GOVERNMENT RIGHTS TO DELIVERABLES

F.7 TIMELY NOTICE TO THE GOVERNMENT OF PERFORMANCE DELAYS

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED IN FULL TEXT

G.2 PAYMENT – (FIRM FIXED PRICE)

G.3 PAYMENT— (TIME & MATERIALS/LABOR HOUR)

G.5 APPLICATION OF ESCALATION RATES ON T&M TASK ORDERS

G.6 NON-PERSONAL SERVICES

G.7 AUTHORIZATION OF GOVERNMENT PAID TRAVEL

G.8 SUBMITTAL OF INVOICES

G.9 IDIQ CONTRACTOR PROGRAM MANAGER

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 CLAUSES INCORPORATED BY REFERENCE

H.2 CLAUSES INCORPORATED IN FULL TEXT

H.3 ELECTRONIC AND INFORMATION TECHNOLOGY

H.4 POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

H.5 REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFEROR

H.6 POST AWARD CONFERENCE

H.7 UNAUTHORIZED INSTRUCTIONS FROM GOVERNMENT PERSONNEL

H.8 NOTICE OF PARTICIPATION OF NON-GOVERNMENT OR NON-COMMERCE PERSONNEL

H.9 NEWS RELEASES

SECTION I - CONTRACT CLAUSES

I.1 CLAUSES INCORPORATED BY REFERENCE

I.2 CLAUSES INCORPORATED IN FULL TEXT

SECTION J - LIST OF ATTACHMENTS

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K.1 PROVISIONS INCORPORATED BY REFERENCE

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

SECTION M - EVALUATION FACTORS FOR AWARD

M.2.1 CAR 1352.215-73 EVALUATION QUANTITIES – INDEFINITE QUANTITY CONTRACT

M.2.2 CAR 1352.215-74 BEST VALUE EVALUATION (APR 2010)

M.2.3 CAR 1352.215-75 EVALUATION CRITERIA (APR 2010)

SECTION A - STANDARD FORM 1449

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SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 GENERAL

This is a single award Indefinite Delivery Indefinite Quantity (IDIQ) contract for a university law school (University Partner) to assist in developing and producing a professional certificate program in Infrastructure Contracting (IC Certificate Program) for the Department of Commerce, Office of General Counsel, Commercial Law Development Program (CLDP). Contract will be referred to as the IDIQ contract while Task Orders issued under the IDIQ Contract will be referred to as Task Orders (TO). The requirements are described in the attached Performance Work Statement (Attachment 2).

The North American Industry Classification System (NAICS) code associated with this requirement is 611310 – Colleges, Universities, and Professional Schools.

B.2 BASE AND OPTIONS

This contract consists of a base ordering period of one (1) year and four optional ordering periods for a total ordering period duration of 5 years as depicted in the table below.

Period Duration Base Period 1 Year Option Period 1 1 Year Option Period 2 1 Years Option Period 3 1 Years Option Period 4 1 Years Total Ordering Period 5 Years

B.3 CONTRACT TYPE

This is an indefinite delivery, indefinite quantity contract (IDIQ) issued in accordance with FAR Part 12 and FAR Part 15 for commercial items. Task orders may be issued on a Firm-Fixed-Price (FFP) or Time-and- Material/Labor Hour type (T&M/LH) basis. Firm-Fixed-Price (FFP) CLINs will be established at the task order level for as many tasks possible. Task orders may be performance-based. The contractor shall provide the services set forth in the Commercial Law Development Program (CLDP) Performance Work Statement (Attachment 02). Descriptions of labor categories applicable to performance under the T&M/Labor Hour CLINs are contained in Attachment 02 – Price Schedule. The Government reserves the right to incorporate additional labor categories into the contract after award to effectively and efficiently meet mission need requirements within the general scope of work. Additional requirements and clauses may be set forth as required at the task order level.

B.4 CLAUSES INCORPORATED IN FULL TEXT

1352.216-75 MINIMUM AND MAXIMUM CONTRACT AMOUNTS (APR 2010)

During the term of the contract the Government shall place orders totaling a minimum of $25,000.00. The amount of all orders shall not exceed $5,000,000.00.

(End of Section B)

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 PERFORMANCE WORK STATEMENT (PWS)

See section J.1, Attachment 01 – Performance Work Statement, with Exhibits 1-4.

NOTE: The Performance Work Statement contained in Attachment 01 is for a Professional Certification Program on Infrastructure Contracting for Government Attorneys. The scope of this IDIQ contract encompasses other certification and professional development programs on behalf of CLDP that may be required throughout the duration of the ordering period. In the event other certification or development programs are required the Government anticipates incorporation of a additional Performance Work Statements specific to other programs at the Task Order level.

(End of Section C)

SECTION D - PACKAGING AND MARKING

The Contract number and task order number shall be placed on or adjacent to all exterior mailing or shipping labels of deliverable items called for by the contract.

(End of Section D)

SECTION E - INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE

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

https://www.acquisition.gov

52.246-2 INSPECTION OF SUPPLIES--FIXED PRICE (AUG 1996)

52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

52.246-6 INSPECTION OF SERVICES--TIME AND MATERIAL OR LABOR HOUR (MAY 2010)

E.2 CLAUSES INCORPORATED IN FULL TEXT

CAR 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) Unless otherwise designated by the COR, the place of acceptance will be:

U.S. Department of Commerce Commercial Law Development Program (CLDP)Office of the Chief Information Officer (OCIO) Office of General Counsel 1401 Constitution Ave NW Washington, DC 20230

E.3 SCOPE OF INSPECTION

The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance.

The Government shall perform inspections and tests in a manner that will not unduly delay the work.

All deliverables will be inspected for content, completeness, accuracy and conformation to contract requirements by the COR. Inspection may include validation of information or software through the use of automated tools and/or testing of the deliverables. The scope and nature of testing will be sufficiently comprehensive to ensure the completeness, quality and adequacy of all deliverables in accordance with inspection and acceptance requirements defined in the contract, including the PWS and the Quality Management Plan (QMP) as applicable.

(End of Section E) https://www.acquisition.gov/

SECTION F - DELIVERIES AND PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE

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

https://www.acquisition.gov

52.242-15 STOP-WORK ORDER (AUG 1989)

52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

52.247-34 F.O.B. DESTINATION (NOV 1991)

F.2 CLAUSES INCORPORATED IN FULL TEXT

NOTE: Base and option year period of performance start and end dates are based on a projected award date by June 1, 2022 and may be adjusted to coincide with date of actual award.

CAR 1352.270-70 PERIOD OF PERFORMANCE (APR 2010)

NOTE: Base and option year period of performance start and end dates are based on a projected award date by June 1, 2022 and may be adjusted to coincide with date of actual award.

(a) The base period of performance of this contract is from June 1, 2022 through May 31 2023. If an option is exercised, the period of performance shall be extended through the end of that option period.

(b) The option periods that may be exercised are as follows:

Period Start Date End Date Duration Option Period 1 June 1, 2023 May 31, 2024 1 Year Option Period 2 June 1, 2024 May 31, 2025 1 Year Option Period 3 June 1, 2025 May 31, 2026 1 Year Option Period 4 June 1, 2026 May 31, 2027 1 Year

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

F.3 PLACE OF PERFORMANCE

The requirements of this contract shall be performed in at the location of the Law School Institution, and at an agreed upon training venue should in-person trainings take place abroad.

F.4 SCHEDULE OF DELIVERABLES

All deliverables, including administrative deliverables required during the period of performance of this contract, shall be in accordance with the terms and conditions of the contract. For lists of deliverables specific to technical performance requirements please reference the attached

Performance Work Statement or the subsequent task order requirements documents.

For purposes of delivery, all deliverables shall be made by close of business (COB) 4:30 P.M. local time at the destination, Monday through Friday, unless stated otherwise.

All deliverables submitted in electronic format shall be free of any known computer virus or defects. If a virus or defect is found, the initial deliverable shall not be accepted. A replacement file shall be provided within two (2) business days after notification.

Any failure of the Contractor to adhere to a delivery schedule or deliverable requirement may be reflected in the Contractor’s past performance report. (See Technical Exhibit 1)

F.5 PRELIMINARY CURRICULUM TOPIC OUTLINE

The Preliminary Curriculum Topic outlines the general standards of performance required by this contract. See Attachment 1, Exhibits 1 -4 for specific performance requirements that will be identified at the task order level.

F.6 GOVERNMENT RIGHTS TO DELIVERABLES

All deliverables provided under this contract become the property of the U.S. Government. The Government has unlimited rights to all documents/material produced under this contract pursuant to FAR 52.227-17, Rights in Data-Special Works. All documents and materials shall be Government owned and the property of the Government with all rights and privileges of ownership/copyright belonging exclusively to the Government. These documents and materials may not be used or sold by the Contractor without written permission from the CO. All materials supplied to the Government shall be the sole property of the Government and may not be used for any other purpose. These rights do not abrogate any other Government rights.

F.7 TIMELY NOTICE TO THE GOVERNMENT OF PERFORMANCE DELAYS

In the event the Contractor encounters difficulty in meeting performance requirements, or when it anticipates difficulty in complying with the contract delivery schedule or completion date, or as soon as the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately notify the COR and CO, in writing.

This notification shall give pertinent details, but this data shall be informational only in character;

this term shall not be construed as a waiver by the Government of any delivery schedule or date, or any rights or remedies provided by law or under this contract.

(End of Section F)

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED IN FULL TEXT

CAR 1352.201-70 CONTRACTING OFFICER'S AUTHORITY (APR 2010)

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

CAR 1352.201-72 CONTRACTING OFFICER’S REPRESENTATIVE (COR) (APR 2010)

(a) (To Be Identified at Time of Award) is hereby designated as the Contracting Officer’s Representative (COR). The COR may be changed at any time by the Government without prior notice to the contractor by a unilateral modification to the contract.

Address:

Phone Number:

Email:

(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.

CAR 1352.216-74 TASK ORDERS (APR 2010)

(a) In task order contracts, all work shall be initiated only by issuance of fully executed task orders issued by the Contracting Officer. The work to be performed under these orders must be within the scope of the contract. The Government is only liable for labor hours and costs expended under the terms and conditions of this contract to the extent that a fully executed task order has been issued and covers the required work and costs. Charges for any work not authorized shall be disallowed.

(b) For each task order under the contract, the Contracting Office shall send a request for proposal to the contractor(s). The request will contain a description of the tasks to be achieved, a schedule for completion, and deliverables to be provided by the contractor as applicable.

(c) The contractor shall submit a proposal defining the technical approach to be taken to complete the task order, work schedule and proposed cost/price.

(d) After negotiations or exchanges, if any, the contractor shall submit a final proposal.

(e) Task orders will be considered fully executed upon signature of the Contracting Officer and may be issued unilaterally in response to an offeror’s proposal. The contractor shall begin work on the task order in accordance with the effective date of the order.

(f) The contractor shall notify the Contracting Officer of any instructions or guidance given that may impact the cost, schedule or deliverables of the task order. A formal modification to the task order must be issued by the Contracting Officer before any changes can be made.

(g) Task orders may be placed during the period of performance of the contract. Labor rates applicable to hours expended in performance of an order will be the contract rates that are in effect at the time the task order is issued.

(h) If multiple awards are made by the Government, the CO shall provide each awardee a fair opportunity to be considered for each task order over the micro-purchase threshold unless one of the exceptions at FAR 16.505(b) applies.

CAR 1352.216-76 PLACEMENT OF ORDERS (APR 2010)

(a) The contractor shall provide goods and/or services under this contract only as directed in orders issued by authorized individuals. Each order will include:

(1) Date of order;

(2) Contract number and order number;

(3) Item number and description, quantity, and unit price or estimated cost or fee;

(4) Delivery or performance date;

(5) Place of delivery or performance (including consignee);

(6) Packaging, packing, and shipping instructions, if any;

(7) Accounting and appropriation data;

(8) Method of payment and payment office, if not specified in the contract;

(9) Any other pertinent information.

(b) In accordance with FAR 52.216-18, Ordering, the following individuals (or activities) are authorized to place orders against this contract:

Enterprise Services – Acquisition (ES-A) is the cognizant contracting activity within the Department for placing orders under this IDIQ on behalf of the whole Department. ES-A Contracting Officers are authorized for placement of orders under this IDIQ.

(c) If multiple awards have been made, the contact information for the DOC task and delivery order ombudsman is: The ES-A Senior Bureau Procurement Officer: Christopher Wallis cwallis@doc.gov

G.2 PAYMENT – (FIRM FIXED PRICE)

Payment of the prices delineated in this contract will be made after DOC’s inspection and acceptance of the deliverables and receipt of a proper invoice.

G.3 PAYMENT— (TIME & MATERIALS/LABOR HOUR)

For Time and Material, payment will be made on a monthly basis (unless otherwise indicated in the task order) after acceptance of work and receipt of a proper invoice. The Contractor shall provide sufficient detail, including fully burdened labor rates and hours worked, and receipts for material to support the invoice.

The Contractor shall not accrue costs in excess of the amount funded under this Time and Material contract. Any work performed in excess of the amount funded is at the Contractor’s own risk.

G.4 NOTIFICATION OF EXPENDITURE OF FUNDS – (TIME & MATERIAL/LABOR

HOURS)

The Contractor shall notify the Contract Specialist and COR in writing, within 5 calendar days, when costs incurred exceed 75% of the obligated funds.

G.5 APPLICATION OF ESCALATION RATES ON T&M TASK ORDERS

The Contractor shall escalate rates in T&M task orders no earlier than twelve (12) months from the date the order is issued in accordance with the schedule of rates in Section B. The rate effective at the time of task order issuance shall remain in effect for twelve continuous months unless there is a task order option period shorter than 12-months; regardless of the amount of time remaining before the IDIQ rate escalation occurs. Subsequent task order option periods shall similarly escalate to the published or proposed rate for that next option period and remain in effect for a period of twelve additional months before escalating.

G.6 NON-PERSONAL SERVICES

No personal services, as defined by subpart 37.104 of the FAR, shall be performed under the subject contract. No Contractor employee will be directly supervised by the Government. All individual employee assignments, and daily work direction, shall be given by the applicable employee supervisor. If the Contractor believes any Government action or communication has been given that would create a personal services 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 contract. No mailto:cwallis@doc.gov

Contractor employee shall represent themselves to be 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. In all communications with third parties or other Government employees, in connection with this contract, Contractor employees shall identify themselves as Contractor employees and specify the name of the company for which they work.

In all communications with other Government agencies, the Contractor employee shall state that he/she has no authority to in any way change the contract. If any Contractor believes that a communication is a direction to change its contract, he or she should notify the Contracting Officer and not carry out the direction until a clarification has been issued by the Contracting Officer. The Contractor shall ensure that all of its employees and consultants working on the subject contract are informed of the substance of this section. Nothing in this clause shall limit the Government's rights in any way under any other provision of the contract, including those related to the Government's right to inspect and accept the services to be performed under this contract. The substance of this section shall be included in all subcontracts at any tier.

G.7 AUTHORIZATION OF GOVERNMENT PAID TRAVEL

Long distance travel may be necessary in order to accomplish certain task(s) required by this contract and will be identified within the individual orders. Long distance travel must be deemed necessary and authorized by the COR prior to the date of travel in order to be paid for by the Government. Only in exceptional circumstances will travel be reimbursed at more than applicable rates cited in the Federal Travel Regulations, prescribed by the General Services Administration, for travel in the United States or the Standardized Regulations (Government Civilians, Foreign Areas), Section 925, "Maximum Travel Per Diem Allowances for Foreign Areas," prescribed by the Department of State, for travel in areas not covered above. Local travel is considered to be travel within 50 miles of the contractor’s duty station under this contract and is not eligible for reimbursement.

G.8 SUBMITTAL OF INVOICES

Submit invoices and required supporting documents, electronically via e-mail to the following e-mail address:

Specified in task orders. If the task order does not specify then email to invoice@nist.gov.

Email a copy of the invoice to the Contracting Officer and the Contracting Officer’s Representative.

Invoices shall be prepared as follows:

(a) A separate invoice shall be submitted for each billing period under this contract.

(b) Invoices shall be submitted within 10 days after delivery or performance of work, but not more frequently than monthly

(c) Include the invoice and supporting documents as an attached PDF document.

(d) Include in the e-mail subject line the following:

(i) Invoice #

(ii) Contract Number

(iii) Name of your Company/Organization

(iv) Attention: Contract Specialist

(v) Example: Invoice No. 1 of Contract No 1331L5-19-F-1350-0001 ABC Corporation, Attention: Jimmy Dear

(e) Documentation shall include:

(i) Name and address of the Contractor.

(ii) Invoice number and invoice date

(iii) Contract number and title.

(iv) Period of work billed.

(v) Amount billed by CLIN under the contract

(vi) Hours expended per individual under the Task Order (for Time and Material/Labor Hour

Task Orders)

(vii) Total amount of billing and cumulative total billed for all work under the contract to date.

(viii) Name and address of the individual to whom payment should be sent.

(ix) Name, title, phone number, and mailing address of person to be contacted in the event of a defective invoice.

(x) Name of the Contracting Officer.

(f) If the invoice and supporting documents exceed 8 MB, the Contractor shall submit the invoice via the postal service to:

Specified in task orders. If task order does not specify, send to:

NIST Accounts Payable Office Bldg 101, Room A-836 MS 1621 100 Bureau Drive Gaithersburg, MD 20899 Telephone: (301) 975-2261 Fax: (301) 975-8283 Email: invoice@nist.gov

G.9 IDIQ CONTRACTOR PROGRAM MANAGER

The Law School Partner shall assign a Program Manager, who is a direct employee of the school/University, to represent the Contractor as a primary point-of-contact and to manage functions relating to the IDIQ Contract and task orders solicited and issued under the IDIQ Contract. The contractor shall provide the following:

Name, email address, and telephone number of the Program Manager shall be emailed to the assigned COR within 30 calendar days of the award of the IDIQ Contract. The Contractor shall ensure that CLDP has current contact information for the Contractor’s Program Manager. The Contractor shall notify CLDP any time there is a change in the Program Manager or their contact information.

(End of Section G) mailto:invoice@nist.gov

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 CLAUSES INCORPORATED BY REFERENCE

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

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)

1352.228-72 DEDUCTIBLES UNDER REQUIRED INSURANCE COVERAGE-FIXED PRICE (APR 2010)

1352.231-71 DUPLICATION OF EFFORT (APR 2010)

1352.237-71 SECURITY PROCESSING REQUIREMENTS-LOW RISK CONTRACTS (APR 2010)

1352.239-72 SECURITY REQUIREMENTS FOR INFORMATION TECHNOLOGY RESOURCES (APR

2010)

1352.237-73 FOREIGN NATIONAL VISITOR AND GUEST ACCESS TO DEPARTMENTAL

RESOURCES (APR 2010)

H.2 CLAUSES INCORPORATED IN FULL TEXT

CAR 1352.209-70 POTENTIAL CONFLICT OF INTEREST (APR 2010)

(a) There is a potential organizational conflict of interest (see FAR Subpart 9.5, Organizational and Consultant Conflicts of Interest) due to the inherent nature of the different types of task orders that may be issued under this vehicle. Task orders will specify if award would preclude working on other task orders. Accordingly:

(1) Restrictions are needed to ensure that future Conflicts of Interest are mitigated or avoided for the competition of task orders.

(2) As a part of the proposal, the offeror shall provide the Contracting Officer with complete information regarding previous or ongoing work that is in any way associated with the contemplated acquisition.

(b) If award is made to the offeror, the resulting contract may include an organizational conflict of interest limitation applicable to subsequent Government work, at either a prime contract level, at any subcontract tier, or both. During evaluation of proposals, the Government may, after discussions with the offeror and consideration of ways to avoid the conflict of interest, insert a provision in the resulting contract that shall disqualify the offeror from further consideration for award of specified future contracts.

(c) The organizational conflict of interest clause included in this solicitation may be modified or deleted during negotiations.

CAR 1352.209-71 LIMITATION OF FUTURE CONTRACTING (APR 2010), ALT III, ALT IV,

ALT V,

(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 (or systems) that are 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.

(2) Restrictions: The contractor may either prepare or assist in preparing a work statement for use in competitively acquiring services in support of a task order underneath the CATTS Program, or provide material leading directly, predictably, and without delay to such a work statement. The contractor may not supply the services contained in such work statement for a period of one year after expiration of the instant contract as either the prime or subcontractor unless it becomes the sole source, has participated in the design or development work, or more than one contractor has participated in preparing the work statement.

(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 above restrictions shall be included in all subcontracts, teaming arrangements, and other agreements calling for performance of work which is subject to the organizational conflict of interest restrictions identified in this clause, unless excused in writing by the Contracting Officer.

CAR 1352.209-74 ORGANIZATIONAL CONFLICT OF INTEREST (APR 2010)

(a) Purpose. The purpose of this clause is to ensure that the contractor and its subcontractors:

(1) Are not biased because of their financial, contractual, organizational, or other interests which relate to the work under this contract, and

(2) Do not obtain any unfair competitive advantage over other parties by virtue of their performance of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor, its parents, affiliates, divisions and subsidiaries, and successors in interest (hereinafter collectively referred to as “contractor”) in the activities covered by this clause as a prime contractor, subcontractor, co-sponsor, joint venturer, consultant, or in any similar capacity. For the purpose of this clause, affiliation occurs when a business concern is controlled by or has the power to control another or when a third party has the power to control both.

(c) Warrant and Disclosure. The warrant and disclosure requirements of this paragraph apply with full force to both the contractor and all subcontractors. The contractor warrants that, to the best of the contractor's knowledge and belief, there are no relevant facts or circumstances which would give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, and that the contractor has disclosed all relevant information regarding any actual or potential conflict. The contractor agrees it shall make an immediate and full disclosure, in writing, to the Contracting Officer of any potential or actual organizational conflict of interest or the existence of any facts that may cause a reasonably prudent person to question the contractor's impartiality because of the appearance or existence of bias or an unfair competitive advantage. Such disclosure shall include a description of the actions the contractor has taken or proposes to take in order to avoid, neutralize, or mitigate any resulting conflict of interest.

(d) Remedies. The Contracting Officer may terminate this contract for convenience, in whole or in part, if the Contracting Officer deems such termination necessary to avoid, neutralize or mitigate an actual or apparent organizational conflict of interest. If the contractor fails to disclose facts pertaining to the existence of a potential or actual organizational conflict of interest or misrepresents relevant information to the Contracting Officer, the Government may terminate the contract for default, suspend or debar the contractor from Government contracting, or pursue such other remedies as may be permitted by law or this contract.

(e) Subcontracts. The contractor shall include a clause substantially similar to this clause, including paragraphs (f) and (g), in any subcontract or consultant agreement at any tier expected to exceed the simplified acquisition threshold. The terms “contract,” “contractor,” and “Contracting Officer” shall be appropriately modified to preserve the Government's rights.

(f) Prime Contractor Responsibilities. The contractor shall obtain from its subcontractors or consultants the disclosure required in FAR Part 9.507–1 and shall determine in writing whether the interests disclosed present an actual, or significant potential for, an organizational conflict of interest. The contractor shall identify and avoid, neutralize, or mitigate any subcontractor organizational conflict prior to award of the contract to the satisfaction of the Contracting Officer. If the subcontractor's organizational conflict cannot be avoided, neutralized, or mitigated, the contractor must obtain the written approval of the Contracting Officer prior to entering into the subcontract. If the contractor becomes aware of a subcontractor's potential or actual organizational conflict of interest after contract award, the contractor agrees that the Contractor may be required to eliminate the subcontractor from its team, at the contractor's own risk.

(g) Waiver. The parties recognize that this clause has potential effects which will survive the performance of this contract and that it is impossible to foresee each circumstance to which it might be applied in the future. Accordingly, the contractor may at any time seek a waiver from the Head of the Contracting Activity by submitting such waiver request to the Contracting Officer, including a full written description of the requested waiver and the reasons in support thereof.

CAR 1352.228-70 INSURANCE COVERAGE (APR 2010)

(a) Workers Compensation and Employer's Liability. The contractor is required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 shall be required, except in states with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General liability. (1) The contractor shall have bodily injury liability insurance coverage written on the comprehensive form of policy of at least $500,000 per occurrence.

(2) When special circumstances apply in accordance with FAR 28.307–2(b), Property Damage

Liability Insurance shall be required in the amount of $ [insert zero unless special circumstances apply, if applicable, insert dollar amount.].

(c) Automobile liability. The contractor shall have automobile liability insurance written on the comprehensive form of policy. The policy shall provide for bodily injury and property damage liability covering the operation of all automobiles used in connection with performing the contract. Policies covering automobiles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage.

(d) Aircraft public and passenger liability. When aircraft are used in connection with performing the contract, the contractor shall have aircraft public and passenger liability insurance. Coverage shall be at least $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability, and $200,000 per occurrence for property damage. Coverage for passenger liability bodily injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is greater.

(e) Vessel liability. When contract performance involves use of vessels, the Contractor shall provide, vessel collision liability and protection and indemnity liability insurance as determined by the Government.

H.3 ELECTRONIC AND INFORMATION TECHNOLOGY

In addition to the work requirements specified in this performance work statement, vendors must ensure that all electronic documents that they prepare will meet the requirements of Section 508 of the Rehabilitation Act. The act requires that all electronic products prepared for the Federal Government be accessible to persons with disabilities, including those with vision, hearing, cognitive, and mobility impairments. Vendors can view Section 508 of the Rehabilitation Act (http://www.access-board.gov/508.htm) and the Federal IT Accessibility Initiative (Home Page) (http://section508.gov/) for detailed information.

Applicable Standards

The following standards have been determined to be applicable to this contract:

_____ 1194.21 Software applications and operating systems.

_____ 1194.22 Web-based intranet and Internet information and applications.

_____ 1194.23 Telecommunications products.

_____ 1194.24 Video and multimedia products.

_____ 1194.25 Self-contained, closed products.

_____ 1194.26 Desktop and portable computers.

The standards are available at http://www.access-board.gov/508.htm. The standards do not require the installation of specific accessibility-related software or the attachment of an assistive technology device, but merely require that the Electronic and Information Technology (EIT) be http://www.access-board.gov/508.htm http://section508.gov/ http://www.access-board.gov/508.htm compatible with such software and devices so that it can be made accessible, if so required by the agency, in the future.

The following paragraphs summarize the requirements for preparing DOC reports in conformance with Section 508 for eventual posting to a DOC-sponsored website. If you have further questions, please contact the DOC Contracting Officer’s Representative listed in this statement of work.

Electronic documents with images:

Provide a text equivalent for every non-text element in all publications prepared in electronic format. Use descriptions (such as, "alt" and "longdesc") for all non-text images or place them in element content. For all documents prepared, vendors must prepare one standard HTML format (as described in this statement of work) AND one text format that includes descriptions for all non-text images. “Text equivalent” means text sufficient to reasonably describe the image. For example, an image that is merely decorative requires only a very brief “text equivalent” description. However, if the image conveys information that is important to the content of the report, then text sufficient to reasonably describe that image and its purpose within the context of the report must be provided.

Electronic documents with complex charts or data tables:

When preparing tables that are heavily designed; provide adequate alternate information so that assistive technologies can read them out. Identify row and column headers for data tables.

Provide the information in a non-linear form. Markup shall be used to associate data cells and header cells for data tables that have two or more logical levels of row or column headers.

Electronic documents with forms:

When electronic forms are designed to be completed on-line, the form shall allow people using assistive technology to access the information, field elements, and functionality required for completion and submission of the form, including all directions and cues

H.4 POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

(a) Interim and final evaluations of Contractor performance will be prepared on this contract in accordance with FAR 42.1502 and CAM 1342.15. The final performance evaluations will be prepared at the time of completion of work.

(b) The Contractor can elect to review the evaluation and submit additional information or a rebuttal statement. The Contractor will be permitted 30 calendar days to respond unless an extension for an additional 30 days is requested in writing to the Contracting Officer. Contractor response is voluntary. If the Contractor does not respond within 30 days (60 days if extension is requested), the Government will presume that the Contractor has no comment. Any disagreement between the parties regarding an evaluation will be referred to an individual at a level above the Contracting Officer, whose decision is final.

(c) Copies of the evaluations, Contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

(d) The DOC Enterprise Acquisition Office (EAO) utilizes the Contractor Performance Assessment Reporting System (CPARS) to record and maintain past performance information.

CPARS hosts a suite of web- enabled applications that are used to document Contractor performance information that is required by Federal Regulations.

(e) The CPARS module assesses performance on contracts for Systems, Services, Information Technology, and Operations Support. CPARS reference material can be accessed at http://www.cpars.gov/. The registration process requires the Contractor to identify an individual that will serve as a primary contact. This individual will be authorized access to the evaluation for review and comment. In addition, the Contractor is encouraged to identify a secondary contact in the event the primary contact is unavailable to process the evaluation within the required 30-day time period. After the DOC Contract Specialist registers the contract in CPARS, the Contractor will receive a system generated e-mail notifying him/her that the contract is registered. A system generated e-mail will also provide the Contractor with a User ID if the person does not already have a CPARS User ID.

(f) Once a performance evaluation has been prepared and is ready for comment, the Contractor representative will receive a system generated e-mail notification that the performance evaluation is electronically available for review and comment. The Contractor representative will receive an automated e-mail whenever an assessment is completed and can subsequently retrieve the completed assessment from CPARS. Contractors may access evaluations at http://www.cpars.gov/ for review and comment in CPARS.

H.5 REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFEROR

In accordance with Federal Acquisition Regulation (FAR) 52.213 the completed and submitted “Representations, Certifications, and Other Statements of Offeror” as Section K of the solicitation are hereby incorporated by reference in this resulting contract.

H.6 POST AWARD CONFERENCE

The Contractor shall participate in a post award conference to be held within thirty (30) business days after award of this contract. The purpose of the post award conference is to aid both the Contractor and the Government in achieving a clear and mutual understanding of all contract requirements and identify and resolve potential problems (See FAR Subpart 42.5, Post- award Orientation).

The CO is responsible for establishing the time and place of the conference and will notify the appropriate Government representatives and the Contractors. The conference may be conducted at a location within the Washington, D.C. commuting area at the Government’s discretion or regionally to facilitate Contractor attendance.

http://www.cpars.gov/ http://www.cpars.gov/

H.7 UNAUTHORIZED INSTRUCTIONS FROM GOVERNMENT PERSONNEL

The Contractor will not accept technical direction issued by any other person employed by the U.S. Government other than the Contracting Officer or the Contracting Officer's Representative (COR) acting within the limits of their authority.

No information, other than that which may be contained in an authorized modification to this contract will be considered as grounds for deviation from any stipulations of the contract's terms and conditions.

H.8 NOTICE OF PARTICIPATION OF NON-GOVERNMENT OR NON-COMMERCE PERSONNEL

The Contractor is advised that the Government may utilize the outside Contractors and/or Consultants, or other federal agencies to assist in the administration of this contract. These Contractors/Consultants or Government personnel will have access to any and all information submitted by the Contractor and will be subject to the restrictions contained in CAR Clauses 1352.209-71 – Limitation of Future Contracting, 1352.209-72 – Restrictions Against Disclosure, 1352.209-74 – Organizational Conflict of Interest, and FAR Clause 52.203-16 – Preventing Personal Conflicts of Interest. The companies/organizations employing the subject Contractors/Consultants are also required to comply with these same confidentiality restrictions.

All non-federal personnel supporting the government in the administration of this contract will have executed Non-Disclosure Agreements.

The Government will not allow costs, nor reimburse costs associated with the contractor training employees in an effort to attain and/or maintain minimum personnel qualification requirements on this contract. Other training may be approved on a case-by-case basis by the Contracting Officer. Attendance at workshops or a symposium is considered training for purposes of this clause.

H.9 NEWS RELEASES

The Contractor shall make no news releases pertaining to the contract award and/or performance thereunder without prior agency approvals and then only in coordination with the Contracting Officer.

(End of Section H)

SECTION I - CONTRACT CLAUSES

I.1 CLAUSES INCORPORATED BY REFERENCE

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

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT – ALT I (JUN

2020)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS

(JUN 2020)

52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY

AGREEMENTS OR STATEMENTS (JAN 2017)

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO

INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014)

52.204-9 PERSONAL…