RFP 89303020RLP000005.pdf

9303020RLP000005

FBO ANNOUNCEMENT: COMBINED SYNOPSIS/SOLICITATION

CLASSIFICATION CODE: R418: Support – Professional: Legal

SUBJECT: Legal and Advisory Services for the U.S. Department of Energy’s (DOE) Loan Programs Office (LPO)

SOLICITATION NUMBER: 89303020RLP000005

CLOSING RESPONSE DATE: December 28, 2020

DESCRIPTION:

(i) This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. This solicitation is being issued in conjunction with the procedures in Part 15, Contracting by Negotiation.

(ii) Solicitation #89303020RLP000005 is issued as a Request for Proposal (RFP).

(iii) The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2021-02/ 11-23-2020

(iv) This acquisition is unrestricted under NAICS code 541110, with a small business size standard of $12.0M.

(v) Line item:

a. CLIN 00001: Programmatic and Distressed Assets Legal Services

(vi) DOE’s LPO requires legal and advisory services to address questions and issues regarding: (a) statutory, legal, and regulatory matters applicable to the loan guarantee program, direct loan program, and credit programs, and (b) DOE’s rights, obligations, and remedies with respect to projects that DOE determines are or are likely to be distressed assets.

(vii) Date and place of delivery and acceptance and FOB Point: Not Applicable

(viii) The provision at 52.212-1, Instructions to Offerors – Commercial (JUN 2020), applies to this acquisition. An addendum is attached.

(ix) The provision at 52.212-2, Evaluation – Commercial Items (OCT 2014), applies to this acquisition. As provided in paragraph (a) of that provision, the evaluation criteria included are: Technical Qualifications, Key Personnel, Past Performance, and Price. An addendum is attached.

(x) Offerors are to include a completed copy of the provision at 52.212-3, Offeror Representations and Certifications – Commercial Items (NOV 2020), with its offer (see Attachment E).

(xi) The clause 52.212-4, Contract Terms and Conditions – Commercial Items – Alternate I (JAN 2017), applies to this acquisition. An addendum is attached.

(xii) The clause 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items (NOV 2020), applies to this acquisition and the additional FAR clauses cited in the clause are applicable to the acquisition:

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52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020) 52.203-13, Contractor Code of Business Ethics and Conduct (JUN 2020) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN

2020) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts

(OCT 2016)

52.209-6, Protecting the Government's Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment. (JUN 2020) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters

(OCT 2018)

52.219-9, Small Business Subcontracting Plan (JUN 2020) 52.219-16, Liquidated Damages-Subcontracting Plan (JAN 1999) 52.222-3, Convict Labor (JUN 2003) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

52.222-26, Equal Opportunity (SEP 2016) 52.222-35, Equal Opportunity for Veterans (JUN 2020) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) 52.222-37, Employment Reports on Veterans (JUN 2020) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act

(DEC 2010)

52.222-50, Combating Trafficking in Persons (OCT 2020) 52.222-54, Employment Eligibility Verification (OCT 2015) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN

2020) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (OCT

2018) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)

(xiii) No additional contract requirements or terms and conditions are necessary for this acquisition.

(xiv) Defense Priorities and Allocations System (DPAS) rating: Not Applicable

(xv) Offers are due 10:00am Eastern Standard Time (EST), December 28, 2020.

(xvi) For information regarding the solicitation, contact:

Katharine Lindner Marvin Bethea Contracting Officer Contract Specialist U.S. Department of Energy U.S. Department of Energy Office of Headquarters Procurement Services Office of Headquarters Procurement Services 1000 Independence Ave. SW 1000 Independence Ave. SW Washington, DC 20585 Washington, DC 20585

(202) 586-6211 (202) 306-8199 Katharine.Lindner@hq.doe.gov Marvin.Bethea@hq.doe.gov

Proposal submission instructions are included in Section E, Solicitation Provisions.

mailto:Katharine.Lindner@hq.doe.gov mailto:Marvin.Bethea@hq.doe.gov

Section B – Continuation of SF-1449

B.1 DOE-B-2012 SUPPLIES/SERVICES BEING PROCURED/DELIVERY

REQUIREMENTS (OCT 2014).

The Contractor shall furnish all personnel, facilities, equipment, material, supplies, and services (except as may be expressly set for in this contract as furnished by the Government) and otherwise do all things necessary for, or incident to, the performance of work as described in Attachment A – Performance Work Statement.

B.2 TYPE OF CONTRACT

This is an Indefinite Delivery/Indefinite Quantity (IDIQ) contract under which Firm-Fixed-Price and/or Labor-Hour task orders will be issued in accordance with the fixed labor rates specified in B.3, DOE-B-2006 FIRM-FIXED-PRICE CONTRACT and B.4, DOE-B-2007 LABOR-HOUR CONTRACT (OCT 2014), and the minimum/maximum quantities set forth in B.5, DOE-B-2010

INDEFINITE-QUANTITY CONTRACT (OCT 2014).

B.3 DOE-B-2006 FIRM-FIXED-PRICE CONTRACT (OCT 2014)

(a) This is a firm-fixed-price contract. The Contractor shall provide the following [insert “supplies” or “services,” as applicable] at the fixed unit prices specified:

CLIN Quantity Item Unit Price Total CLIN Price

00001 Base Period for Programmatic and Distressed Assets Legal Services

TBD TBD TBD

(b) Payments of the fixed unit prices and the total contract price will be made in accordance with DOE-G-2005 Billing Instructions (OCT 2014).

B.4 DOE-B-2007 LABOR-HOUR CONTRACT (OCT 2014).

(a) This is a labor-hour contract. The Contractor shall provide the direct-productive-labor-hours (DPLH) at the fixed labor rates shown below by performing entity:

1) For work performed by the Contractor’s employees, the following labor categories, DPLH and fixed labor rates shall apply: [TO BE COMPLETED AT

TIME OF AWARD]

2) For work performed by subcontractor employees, the following labor categories, DPLH and fixed labor rates shall apply: [TO BE COMPLETED AT TIME OF

AWARD]. (These rates will be completed at the time DOE approves a subcontractor for work to be performed pursuant to a work order)

3) For work performed by a division/subsidiary/affiliate of the Contractor, the following labor categories, DPLH and fixed labor rates shall apply: [TO BE COMPLETED AT TIME OF AWARD. (These rates will be completed at the time DOE approves a subcontractor for work to be performed pursuant to a work order)

(b) The total ceiling price of this contract is: $25,000,000.00.

(c) Payment for the DPLH provided shall be made in accordance with DOE-G-2005 Billing Instructions (OCT 2014).

B.5 DOE-B-2010 INDEFINITE-QUANTITY CONTRACT (OCT 2014).

(a) This is an indefinite-quantity contract. The Contractor shall provide the following services, at the fixed unit prices specified, within the minimum and maximum quantities as the Government may require, on a schedule to be specified by the Government in accordance with the contract clause FAR 52.216-19 Order Limitations. (OCT 1995).

CLIN Period of Performance

Minimum Order for Entire Period of Performance

Maximum Order Price (Not to Exceed)

00001 Base Period for Programmatic and Distressed Assets Legal Services

60 Months from Award

$3,000.00 $25,000,000.00

The total ceiling price of this contract is $25,000,000.00.

(b) Payment for the services ordered and delivered shall be made in accordance with DOE-G- 2005 Billing Instructions (OCT 2014).

B.6 OTHER DIRECT COSTS

The Contractor understands that the amount of the Other Direct Costs is only an estimate and the Government does not guarantee the total of the Other Direct Costs. The Other Direct Costs will be reimbursed at cost; no added profit or handling fees. The reimbursement of Other Direct Costs will be based upon the determination by the Contracting Officer Representative (COR) of reasonableness and allocability to the contract. All travel shall be in accordance with U.S.

Government Travel Regulations. The Government is not able to provide the Contractor with U.S.

Government special airfares.

SPECIFIC NON-REIMBURSABLE COSTS

The Contractor shall not be reimbursed for any direct costs for the following items:

entertainment; liquor; secretarial or clerical support time; word processing; computers or general application software; client development and related activities; trade publications, books, treatises, background materials and other similar documents except for government and other publications related to the performance of this contract; professional/educational seminars and conferences; preparation of bills; parking fines or any other fines or penalties for illegal conduct;

and, food, beverages and the like when the Contractor is not in travel status away from the home office. No bills are to contain any items representing disbursements made for the benefit of the Contractor's current personnel.

The Contractor shall be reimbursed for the cost of materials, supplies, equipment, travel, or other direct costs in accordance with the applicable cost principles contained in the contract clause at FAR 52.216-7, Allowable Cost and Payment. The maximum estimated cost of materials, supplies, equipment, travel, or other direct costs for this contract is $55,000.00.

Section C – Contract Clauses

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

(ALT I) (JAN 2017)

The clause at FAR 52.212-4, Contract Terms and Conditions – Commercial Items (ALT I) (JAN 2017) applies to this acquisition and is incorporated by reference. The provision is amended as follows:

C.2 ADDENDUM TO 52.212-4 CONTRACT TERMS AND CONDITIONS –

COMMERCIAL ITEMS (ALT I) (JAN 2017)

The clause at FAR 52.212-4, Contract Terms and Conditions – Commercial Items – Alternate I (JAN 2017) applies to this acquisition and is incorporated by reference. The following clauses are incorporated into 52.212-4 as an addendum to this contract:

FAR CLAUSES

52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

(a) Definitions. As used in this provision—

Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

Federal contracts and grants with total value greater than $10,000,000 means—

(1) The total value of all current, active contracts and grants, including all priced options;

and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

Principal means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(b) The Offeror □ has □ does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the Offeror checked “has” in paragraph (b) of this provision, the Offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the Offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the Offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in–

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the Offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the Offeror has provided the requested information with regard to each occurrence.

(d) The Offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the System for Award Management, which can be accessed via https://www.sam.gov (see 52.204-7).

52.216-18 ORDERING (OCT 1995).

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule.

Such orders may be issued from [TO BE COMPLETED AT TIME OF AWARD] through [TO BE COMPLETED AT TIME OF AWARD].

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

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

52.216-19 ORDERING LIMITATIONS (OCT 1995).

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $3,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

a. Any order for a single item in excess of $25,000,000.00

b. Any order for a combination of items in excess of $25,000,000.00 or

c. A series of orders from the same ordering office within 66 months that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) above.

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

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 2 years of the contract’s expiration date , with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 INDEFINITE QUANTITY (OCT 1995).

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

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

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

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

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999).

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

52.237-3 CONTINUITY OF SERVICES (JAN 1991).

The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to (1) furnish phase-in training and (2) exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(a) The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

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

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

52.244-2 SUBCONTRACTS (OCT 2010).

(a) Definitions. As used in this clause-

Approved purchasing system means a Contractor's purchasing system that has been reviewed and approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).

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Consent to subcontract means the Contracting Officer's written consent for the Contractor to enter into a particular subcontract.

Subcontract means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or (d) of this clause.

(c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that-

(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or

(2) Is fixed-price and exceeds-

(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the contract; or

(ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of the total estimated cost of the contract.

(d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer's written consent before placing the following subcontracts:

e)(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including the following information:

(i) A description of the supplies or services to be subcontracted.

(ii) Identification of the type of subcontract to be used.

(iii) Identification of the proposed subcontractor.

(iv) The proposed subcontract price.

(v) The subcontractor's current, complete, and accurate certified cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions.

(vi) The subcontractor's Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract.

(vii) A negotiation memorandum reflecting-

(A) The principal elements of the subcontract price negotiations;

(B) The most significant considerations controlling establishment of initial or revised prices;

(C) The reason certified cost or pricing data were or were not required;

(D) The extent, if any, to which the Contractor did not rely on the subcontractor's certified cost or pricing data in determining the price objective and in negotiating the final price;

(E) The extent to which it was recognized in the negotiation that the subcontractor's certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated;

(F) The reasons for any significant difference between the Contractor's price objective and the price negotiated; and

(G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.

(2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (b), (c), or (d) of this clause.

(f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract nor approval of the Contractor's purchasing system shall constitute a determination-

(1) Of the acceptability of any subcontract terms or conditions;

(2) Of the allowability of any cost under this contract; or

(3) To relieve the Contractor of any responsibility for performing this contract.

(g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404- 4(c)(4)(i).

(h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government.

(i) The Government reserves the right to review the Contractor's purchasing system as set forth in FAR Subpart 44.3.

(j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations: [TO BE COMPLETED AT TIME OF AWARD].

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

FAR

Reference Clause Title

52.202-1 DEFINITIONS (JUN 2020)

52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE

GOVERNMENT (JUN 2020)

52.203-7 ANTI-KICKBACK PROCEDURES (JUNE 2020)

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER

RIGHTS (JUN 2020)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND

CERTIFICATIONS (DEC 2014)

52.212-4

CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS –

ALTERNATE I (JAN 2017)

52.222-50 COMBATING TRAFFICKING IN PERSONS (OCT 2020)

52.232-18 AVAILABILITY OF FUNDS (APR 1984)

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013)

52.233-2 SERVICE OF PROTEST (SEP 2006)

52.233-3 PROTEST AFTER AWARD (AUG 1996)

https://www.acquisition.gov/

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

52.242-15 STOP-WORK ORDER (AUG 1989)

52.252-4 ALTERATIONS IN CONTRACT (APR 1984).

Portions of this contract are altered as follows: [TO BE PROVIDED AT TIME OF AWARD].

DEAR CLAUSES

DEAR 952.204-2 - SECURITY REQUIREMENTS. (AUG 2016)

(a) Responsibility. It is the Contractor's duty to protect all classified information, special nuclear material, and other DOE property. The Contractor shall, in accordance with DOE security regulations and requirements, be responsible for protecting all classified information and all classified matter (including documents, material and special nuclear material) which are in the Contractor's possession in connection with the performance of work under this contract against sabotage, espionage, loss or theft.

Except as otherwise expressly provided in this contract, the Contractor shall, upon completion or termination of this contract, transmit to DOE any classified matter or special nuclear material in the possession of the Contractor or any person under the Contractor's control in connection with performance of this contract. If retention by the Contractor of any classified matter is required after the completion or termination of the contract, the Contractor shall identify the items and classification levels and categories of matter proposed for retention, the reasons for the retention, and the proposed period of retention. If the retention is approved by the Contracting Officer, the security provisions of the contract shall continue to be applicable to the classified matter retained. Special nuclear material shall not be retained after the completion or termination of the contract.

(b) Regulations. The Contractor agrees to comply with all security regulations and contract requirements of DOE as incorporated into the contract.

(c) Definition of classified information. The term Classified Information means information that is classified as Restricted Data or Formerly Restricted Data under the Atomic Energy Act of 1954, or information determined to require protection against unauthorized disclosure under Executive Order 12958, Classified National Security Information, as amended, or prior executive orders, which is identified as National Security Information.

(d) Definition of restricted data. The term Restricted Data means all data concerning design, manufacture, or utilization of atomic weapons; production of special nuclear material; or use of special nuclear material in the production of energy, but excluding data declassified or removed from the Restricted Data category pursuant to 42 U.S.C.

2162 (Section 142, as amended, of the Atomic Energy Act of 1954).

(e) Definition of formerly restricted data. The term "Formerly Restricted Data" means information removed from the Restricted Data category based on a joint determination by DOE or its predecessor agencies and the Department of Defense that the information-(1) Relates primarily to the military utilization of atomic weapons; and (2) can be adequately protected as National Security Information.

However, such information is subject to the same restrictions on transmission to other countries or regional defense organizations that apply to Restricted Data.

(f) Definition of national security information. The term "National Security Information" means information that has been determined, pursuant to Executive Order 12958, Classified National Security Information, as amended, or any predecessor order, to require protection against unauthorized disclosure, and that is marked to indicate its classified status when in documentary form.

(g) Definition of special nuclear material. The term "special nuclear material" means-(1) Plutonium, uranium enriched in the isotope 233 or in the isotope 235, and any other material which, pursuant to 42 U.S.C. 2071 (section 51 as amended, of the Atomic Energy Act of 1954) has been determined to be special nuclear material, but does not include source material; or (2) any material artificially enriched by any of the foregoing, but does not include source material.

(h) Access authorizations of personnel. (1) The Contractor shall not permit any individual to have access to any classified information or special nuclear material, except in accordance with the Atomic Energy Act of 1954, and the DOE's regulations and contract requirements applicable to the particular level and category of classified information or particular category of special nuclear material to which access is required.

(2) The Contractor must conduct a thorough review, as defined at 48 CFR 904.401, of an uncleared applicant or uncleared employee, and must test the individual for illegal drugs, prior to selecting the individual for a position requiring a DOE access authorization.

(i) A review must-Verify an uncleared applicant's or uncleared employee's educational background, including any high school diploma obtained within the past five years, and degrees or diplomas granted by an institution of higher learning; contact listed employers for the last three years and listed personal references;

conduct local law enforcement checks when such checks are not prohibited by state or local law or regulation and when the uncleared applicant or uncleared employee resides in the jurisdiction where the Contractor is located; and conduct a credit check and other checks as appropriate.

(ii) Contractor reviews are not required for an applicant for DOE access authorization who possesses a current access authorization from DOE or another Federal agency, or whose access authorization may be reapproved without a federal background investigation pursuant to Executive Order 12968, Access to Classified Information (August 4, 1995), Sections 3.3(c) and (d).

(iii) In collecting and using this information to make a determination as to whether it is appropriate to select an uncleared applicant or uncleared employee to a position requiring an access authorization, the Contractor must comply with all applicable laws, regulations, and Executive Orders, including those-(A) Governing the processing and privacy of an individual's information, such as the Fair Credit Reporting Act, Americans with Disabilities Act (ADA), and Health Insurance Portability and Accountability Act;

and (B) prohibiting discrimination in employment, such as under the ADA, Title VII and the Age Discrimination in Employment Act, including with respect to pre- and post-offer of employment disability related questioning.

(iv) In addition to a review, each candidate for a DOE access authorization must be tested to demonstrate the absence of any illegal drug, as defined in 10 CFR 707.4. All positions requiring access authorizations are deemed testing designated positions in accordance with 10 CFR part 707. All employees possessing access authorizations are subject to applicant, random or for cause testing for use of illegal drugs. DOE will not process candidates for a DOE access authorization unless their tests confirm the absence from their system of any illegal drug.

(v) When an uncleared applicant or uncleared employee receives an offer of employment for a position that requires a DOE access authorization, the Contractor shall not place that individual in such a position prior to the individual's receipt of a DOE access authorization, unless an approval has been obtained from the head of the cognizant local security office. If the individual is hired and placed in the position prior to receiving an access authorization, the uncleared employee may not be afforded access to classified information or matter or special nuclear material (in categories requiring access authorization) until an access authorization has been granted.

(vi) The Contractor must maintain a record of information concerning each uncleared applicant or uncleared employee who is selected for a position requiring an access authorization. Upon request only, the following information will be furnished to the head of the cognizant local DOE Security Office:

(A) The date(s) each Review was conducted;

(B) Each entity that provided information concerning the individual;

(C) A certification that the review was conducted in accordance with all applicable laws, regulations, and Executive Orders, including those governing the processing and privacy of an individual's information collected during the review;

(D) A certification that all information collected during the review was reviewed and evaluated in accordance with the Contractor's personnel policies; and

(E) The results of the test for illegal drugs.

(i) Criminal liability. It is understood that disclosure of any classified information relating to the work or services ordered hereunder to any person not entitled to receive it, or failure to protect any classified information, special nuclear material, or other Government property that may come to the Contractor or any person under the Contractor's control in connection with work under this contract, may subject the Contractor, its agents, employees, or Subcontractors to criminal liability under the laws of the United States (see the Atomic Energy Act of 1954, 42 U.S.C. 2011 et seq.; 18 U.S.C. 793 and 794).

(j) Foreign ownership, control, or influence. (1) The Contractor shall immediately provide the cognizant security office written notice of any change in the extent and nature of foreign ownership, control or influence over the Contractor which would affect any answer to the questions presented in the Standard Form (SF) 328, Certificate Pertaining to Foreign Interests, executed prior to award of this contract.

The Contractor will submit the Foreign Ownership, Control or Influence (FOCI) information in the format directed by DOE. When completed the Contractor must print and sign one copy of the SF 328 and submit it to the Contracting Officer. In addition, any notice of changes in ownership or control which are required to be reported to the Securities and Exchange Commission, the Federal Trade Commission, or the Department of Justice, shall also be furnished concurrently to the Contracting Officer.

(2) If a Contractor has changes involving foreign ownership, control, or influence, DOE must determine whether the changes will pose an undue risk to the common defense and security. In making this determination, DOE will consider proposals made by the Contractor to avoid or mitigate foreign influences.

(3) If the cognizant security office at any time determines that the Contractor is, or is potentially, subject to foreign ownership, control, or influence, the Contractor shall comply with such instructions as the Contracting Officer shall provide in writing to protect any classified information or special nuclear material.

(4) The Contracting Officer may terminate this contract for default either if the Contractor fails to meet obligations imposed by this clause or if the

Contractor creates a foreign ownership, control, or influence situation in order to avoid performance or a termination for default. The Contracting Officer may terminate this contract for convenience if the Contractor becomes subject to foreign ownership, control, or influence and for reasons other than avoidance of performance of the contract, cannot, or chooses not to, avoid or mitigate the foreign ownership, control, or influence problem.

(k) Employment announcements. When placing announcements seeking applicants for positions requiring access authorizations, the Contractor shall include in the written vacancy announcement, a notification to prospective applicants that reviews, and tests for the absence of any illegal drug as defined in 10 CFR 707.4, will be conducted by the employer and a background investigation by the Federal government may be required to obtain an access authorization prior to employment, and that subsequent reinvestigations may be required. If the position is covered by the Counterintelligence Evaluation Program regulations at 10 CFR part 709, the announcement should also alert applicants that successful completion of a counterintelligence evaluation may include a counterintelligence-scope polygraph examination.

(l) Flow down to subcontracts. The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph, in all subcontracts under its contract that will require subcontractor employees to possess access authorizations. Additionally, the Contractor must require such subcontractors to have an existing DOD or DOE facility clearance or submit a completed SF 328, Certificate Pertaining to Foreign Interests, as required in 48 CFR 952.204-73, Facility Clearance, and obtain a foreign ownership, control and influence determination and facility clearance prior to award of a subcontract. Information to be provided by a subcontractor pursuant to this clause may be submitted directly to the Contracting Officer. For purposes of this clause, subcontractor means any subcontractor at any tier and the term "Contracting Officer" means the DOE Contracting Officer. When this clause is included in a subcontract, the term "Contractor" shall mean subcontractor and the term "contract" shall mean subcontract.

DEAR 952.209-8 ORGANIZATIONAL CONFLICTS OF INTEREST DISCLOSURE –

ADVISORY AND ASSITANCE SERVICES (JUN 1997)

(a) Organizational conflict of interest means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage.

(b) An offeror notified that it is the apparent successful offeror shall provide the statement described in paragraph (c) of this provision. For purposes of this provision, “apparent successful offeror” means the proposer selected for final negotiations or, where individual contracts are negotiated with all firms in the competitive range, it means all such firms.

(c) The statement must contain the following:

(1) A statement of any past (within the past twelve months), present, or currently planned financial, contractual, organizational, or other interests relating to the performance of the statement of work. For contractual interests, such statement must include the name, address, telephone number of the client or client(s), a description of the services rendered to the previous client(s), and the name of a responsible officer or employee of the offeror who is knowledgeable about the services rendered to each client, if, in the 12 months preceding the date of the statement, services were rendered to the Government or any other client (including a foreign government or person) respecting the same subject matter of the instant solicitation, or directly relating to such subject matter. The agency and contract number under which the services were rendered must also be included, if applicable. For financial interests, the statement must include the nature and extent of the interest and any entity or entities involved in the financial relationship. For these and any other interests enough such information must be provided to allow a meaningful evaluation of the potential effect of the interest on the performance of the statement of work.

(2) A statement that no actual or potential conflict of interest or unfair competitive advantage exists with respect to the advisory and assistance services to be provided in connection with the instant contract or that any actual or potential conflict of interest or unfair competitive advantage that does or may exist with respect to the contract in question has been communicated as part of the statement required by (b) of this provision.

(d) Failure of the offeror to provide the required statement may result in the offeror being determined ineligible for award. Misrepresentation or failure to report any fact may result in the assessment of penalties associated with false statements or such other provisions provided for by law or regulation.

DEAR 952.209-72 - ORGANIZATIONAL CONFLICTS OF INTEREST. (AUG 2009)

(a) Purpose. The purpose of this clause is to ensure that the Contractor (1) is not biased because of its financial, contractual, organizational, or other interests which relate to the work under this contract, and (2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the Contractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as "Contractor") in the activities covered by this clause as a prime Contractor, subcontractor, cosponsor, 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.

(1) Use of Contractor's Work Product.

(i) The Contractor shall be ineligible to participate in any capacity in Department contracts, subcontracts, or proposals therefore (solicited and unsolicited) which stem directly from the Contractor's performance of work under this contract for a period of (Contracting Officer see 48 CFR 909.507-2 and enter specific term) years after the completion of this contract. Furthermore, unless so directed in writing by the Contracting Officer, the Contractor shall not perform any advisory and assistance services work under this contract on any of its products or services or the products or services of another firm if the Contractor is or has been substantially involved in their development or marketing. Nothing in this subparagraph shall preclude the Contractor from competing for follow-on contracts for advisory and assistance services.

(ii) (ii) If, under this contract, the Contractor prepares a complete or essentially complete Performance Work Statement or specifications to be used in competitive acquisitions, the Contractor shall be ineligible to perform or participate in any capacity in any contractual effort which is based on such Performance Work Statement or specifications. The Contractor shall not incorporate its products or services in such Performance Work Statement or specifications unless so directed in writing by the Contracting Officer, in which case the restriction in this subparagraph shall not apply.

(iii) (iii) Nothing in this paragraph shall preclude the Contractor from offering or selling its standard and commercial items to the Government.

(2) Access to and use of information.

(i) If the Contractor, in the performance of this contract, obtains access to information, such as Department plans, policies, reports, studies, financial plans, internal data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or data which has not been released or otherwise made available to the public, the Contractor agrees that without prior written approval of the Contracting Officer it shall not-

(A) use such information for any private purpose unless the information has been released or otherwise made available to the public;

(B) compete for work for the Department based on such information for a period of six (6) months after either the completion of this contract or until such information is released or otherwise made available to the public, whichever is first;

(C) submit an unsolicited proposal to the Government which is based on such information until one year after such information is released or otherwise made available to the public; and

(D) release such information unless such information has previously been released or otherwise made available to the public by the Department

(ii) In addition, the Contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or other confidential or privileged technical, business, or financial information under this contract, it shall treat such information in accordance with any restrictions imposed on such information.

(iii) The Contractor may use technical data it first produces under this contract for its private purposes consistent with paragraphs (b)(2)(i) (A) and (D) of this clause and the patent, rights in data, and security provisions of this contract.

(c) Disclosure after award.

(1) The Contractor agrees that, if changes, including additions, to the facts disclosed by it prior to award of this contract, occur during the performance of this contract, it shall make an immediate and full disclosure of such changes in writing to the Contracting Officer. Such disclosure may include a description of any action which the Contractor has taken or proposes to take to avoid, neutralize, or mitigate any resulting conflict of interest. The Department may, however, terminate the contract for convenience if it deems such termination to be in the best interest of the Government.

(2) In the event that the Contractor was aware of facts required to be disclosed or the existence of an actual or potential organizational conflict of interest and did not disclose such facts or such conflict of interest to the Contracting Officer, DOE may terminate this contract for default.

(d) Remedies. For breach of any of the above restrictions or for nondisclosure or misrepresentation of any facts required to be disclosed concerning this contract, including the existence of an actual or potential organizational conflict of interest at the time of or after award, the Government may terminate the contract for default, disqualify the Contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract.

Waiver. Requests for waiver under this clause shall be directed in writing to the Contracting Officer and shall include a full description of the requested waiver and the reasons in support thereof. If it is determined to be in the best interests of the Government, the Contracting Officer may grant such a waiver in writing.

DEAR 952.215-70 - KEY PERSONNEL. (DEC 2000)

(a) The personnel listed below or elsewhere in this contract (see DOE-H-2070 Key Personnel (OCT 2014)) are considered essential to the work being performed under this contract. Before removing, replacing, or diverting any of the listed or specified personnel, the Contractor must:

(1) Notify the Contracting Officer reasonably in advance;

(2) submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract; and

(3) obtain the Contracting Officer's written approval. Notwithstanding the foregoing, if the Contractor deems immediate removal or suspension of any member of its management team is necessary to fulfill its obligation to maintain satisfactory standards of employee competency, conduct, and integrity under the clause at 48 CFR 970.5203-3, Contractor's Organization, the Contractor may remove or suspend such person at once,…