Loren Data's SAM Daily™

FBO DAILY - FEDBIZOPPS ISSUE OF SEPTEMBER 24, 2015 FBO #5053
SOLICITATION NOTICE

67 -- Photography Services - (ACS) ED Social Media Policy Directive - IPF Standard Talent Release Form - Past Performance Form - Task Order 0001 Photography Sessions

Notice Date

9/22/2015
 

Notice Type

Combined Synopsis/Solicitation
 

NAICS

541922 — Commercial Photography
 

Contracting Office

Department of Education, Federal Student Aid, FSA Acquisitions, Union Center Plaza, RM 91F1, 830 First Street, NE, Washington, District of Columbia, 20202-5405
 

ZIP Code

20202-5405
 

Solicitation Number

ED-FSA-15-R-0033
 

Archive Date

10/9/2015
 

Point of Contact

Bernard Barr, Phone: 2023774210, Carolyn S. Dickens, Phone: 202-377-3607
 

E-Mail Address

bernard.barr@ed.gov, Carolyn.Dickens@ed.gov
(bernard.barr@ed.gov, Carolyn.Dickens@ed.gov)
 

Small Business Set-Aside

Total Small Business
 

Description

Task Order 0001, Photography Sessions (Attachment A) Past Performance Questionnaire (Attachment B) IPF Standard Talent Release Form (Attachment C) Administrative Communications System (ACS) ED Social Media Policy Directive (Attachment D) A. SCOPE OF SERVICES The U.S. Department of Education requires photography support services in the following service areas: A.1 This is firm fixed price Indefinite Delivery Indefinite Quantity contract to acquire Photography Services A.2 Minimum/Maximum Guarantee The Minimum guarantee under this contract is $1,000. The maximum guarantee The Government estimates the maximum amount, but does not guarantee, that the volume of purchases through this agreement will be $150,000,000. A.3 Period of Performance The ordering period of this IDIQ is from September 25, 2015 to September 24, 2020. Background Federal Student Aid (FSA) delivers content and information to target audiences (high school students, parents, current college students, potential adult students, borrowers in repayment, etc.) in a variety of ways including print and electronic publications, the StudentAid.gov website, infographics, the @FAFSA Twitter account, FSA's Facebook page, videos on FSA's YouTube channel, posts on the ed.gov Homeroom blog, webinars, and face-to-face outreach at college fairs and other events. The goals of these communications are to raise awareness of the availability of federal financial aid for college or career school and to provide information and resources that will help guide target audiences through the financial aid preparation, application, and (for student loan borrowers) repayment process. In order for FSA to better serve its customers, FSA needs to have access to a wide array of photo assets that can be used in our communications. The Government is seeking the photography services of an independent contractor. The Contractor shall perform photo projects on an individual task order basis. In the request for proposal, FSA will provide details on the project (e.g., location, timing, target audiences, project goals), information on the deliverable formats and timing, and any other requirements for the Federal Student Aid project. The Contractor's work will represent, introduce and promote specific FSA target audiences or message points. The specific requirements for each task order will be described in the statement of work or objective. Scope 1. The Contractor shall provide photography support including taking pictures and/or videos as required. 2. The Contractor shall provide photo and video editing options for work assigned. 3. The Contractor shall provide consultation on types of imagery to be used for consumer messaging, photo session locations, photo session timing, etc. 4. The Contractor shall provide all raw photos in addition to final edited images. 5. The Contractor shall import final files to FSA's digital asset management solution and tag files according to FSA requirements. 6. The Contractor shall store all files submitted to FSA for at least 5 years, the contractor shall also permit FSA to have the ability to access and deliver files if needed upon request. 7. The Contractor shall be able to deliver multiple photos that meet the industry standard of high quality technique and methodology in photocomposition, exposure and post editing. 8. The Contractor shall have at least two Digital Single Lens Reflex (DSLR) cameras with storage disks or internal storage capacity to hold more than 64 gigabytes of images and video if needed. We would like the photographer to have two compact flash cards for each device as a means to have the necessary storage and back up storage needed for an extensive photo or video shoot. 9. The Contractors DSLR cameras should have the capability to record video and sound as needed. 10. The Contractor shall have microphone equipment to facilitate audio/video recordings if needed. 11. The Contractor shall have immediate access to photography and video editing software to enhance footage or correct faults within the footage as needed. 12. Unless otherwise agreed to in writing by FSA, the Contractor is responsible for providing all equipment, lighting, film, props, support staff, including assistants and stylists, studio use or rental, and all other resources necessary to complete in accordance with each task order requirement. The Contractor shall arrange for and provide his or her own transportation as required. All non-local travel expenses must be approved in writing prior to the date of the travel. 13. The Contractor shall deliver all photographs taken to FSA as either digital files attachments or analog film, according to the task order. The contractor shall use the standard release form (IPF Standard Talent Release Form Attachment C ) provided by FSA and shall submit photographs together with any associated releases and shall provide all requested information, including but not limited to captions, names, dates and location of shoot. If the Contractor fails to appear for any Task, the Contractor shall be responsible for all direct costs and expenses incurred as a result of such failure. 14. The Administrative Communications System (ACS) ED Social Media Policy Directive (Attachment D) applies to contractors working on behalf of ED as part of their duties. Miscellaneous 1. Reshoot: In the event that FSA determines that the photographs do not meet the task requirements (e.g., the subjects of the photographs do not match the objective of what FSA defined in the task order, the photographer interpretation of a staged event does not convey the tone of voice FSA wanted to convey in the photo). FSA reserves the right to assign another photographer to re-shoot the Task if it determines that the product will be best served with a different photographer. 2. Return of Photographs: FSA will have no obligation to return digital files delivered by the Contractor. B. GENERAL B.1 CONTRACT TYPES (A) This contract shall be a vehicle for the Government to obtain photography services (B) The Government intends to award a IDIQ contract with Firm Fixed Price (FFP) and/or Time & Materials (T&M) IDIQ. (C) Travel required and incurred by the Contractor's personnel is an acceptable item to be invoiced. This Other Direct Cost (ODC) shall be invoiced in accordance with the Federal Travel Regulations (FTR) located at www.gsa.gov and the applicable travel clauses in this IDIQ. Local travel is not subject to reimbursement. B.2 MINIMUM AND MAXIMUM CONTRACT AMOUNT During the ordering period specified in section B.3, the Government shall place orders totaling a minimum of $1,000.00. The amount of all orders under this contract shall not exceed $500,000.00. The Government has no obligation to issue Task Orders to the Contractor beyond the minimum amount specified above. B.3 PERIOD OF PERFORMANCE The Ordering Period for the IDIQ is from September 25, 2015 through September 24, 2020. B.4 PRICING OF IDIQ All IDIQ issued under this contract shall be priced in accordance with the provisions contained in Section B. Under this IDIQ, the Contractor shall perform all services in accordance with the IDIQ, which will be based upon the U.S. Department of Education's information dissemination requirements. B.5 FEES and OTHER COST PROVISIONS (a) Notwithstanding any other clause or provision of this contract including but not limited to the following clause, it is agreed that the Government will not be obligated to pay the Contractor for costs in excess of the following negotiated rates: PROVISION FEE(S) Subcontracting Fees 0% General & Administrative (G&A) 0% Material & Handling (M&H) 0% (b) The above - negotiated fee shall apply for future IDIQ. Prior to awarding new calls, if the above negotiated rates change based on the audit findings from an approved audit agency, the Government and the Contractor may discuss and negotiate these changes. (c) The Contractor shall submit a list of Other Direct Costs (ODCs) and travel expenses to the Contracting Officer and Contracting Officer Representative. All ODC's must be approved in writing by the Contracting Officer prior to expending funds B.6 PRICING SCHEDULE Labor Categories Base Year Labor Rates 9/25/2015 - 9/24/2016 Odering Period Year 2 Labor Rates 9/25/2016 - 9/24/2017 Ordering Period Year 3 Labor Rates 9/25/2017 - 9/24/2018 Ordering Period Year 4 Labor Rates 9/25/2018 - 9/24/2019 Ordering Period Year 5 Labor Rates 9/25/2019 - 9/24/2020 C. QUOTE INSTRUCTIONS C.2 QUOTE REQUIREMENTS Quotes must be prepared in accordance with the guidance and instructions contained within this section. Volume 1 Factor 1- Technical/Management Approach Task Order 0001 (Attachment A) • The offeror should develop up to a five (5) page, single sided document that briefly outlines the contractor's approach to fulfilling IDIQ and Task Order 0001, with an emphasis on the 8 photography sessions The contractor should not restate what is written in the Task Order 0001 - Statement of Work (SOW), but shall identify its overall approach and strategy in supporting FSA and reaching potential customers or campaign goals. This is also an opportunity for the offeror to demonstrate a clear understanding of the requirement; propose deliverables with acceptance criteria, and other aspects of the SOW. The offeror should identify and address potential risk/issues and note any other items for FSA's consideration. • The description should include standard operational procedures and methodology, organizational structure and staffing qualifications. • Describe the methodology and approach, offeror uses to edit and submit the final finals to the client. The description should include operational procedures that detail the number of rounds of edits the photographer will accept and the average number of tags that will be associated per image. 2. Factor 2 - Past Performance and Experience The offeror should provide up to a five (5) page synopsis presenting past performance and experience in photography services via a narrative submission with a minimum of two (2) performance references (within the last 2 years) of similar scope, size and complexity, on which the contractor has performed. The offeror should provide up to 3 artifacts that demonstrate it has successfully delivered each of the following: conceptual design for staged photography also known as a "look book", metadata tagging and file transferring. The three artifacts will not be returned to the offeror. The offeror should demonstrate how photos were used successfully with a government agency or private client's campaign. At a minimum, the narrative must include: 1. Customer Agency/Company 2. Customer Contact Name/Address / Phone and email) 3. Contract Number and Contract Type 4. Dates of Performance 5. Contract Value: Ceiling/Obligated 6. Description of Services and the relationship between those services and requirements of the IDIQ. 7. Website addresses to view previous work performed by the offeror. In addition to the 5 page synopsis, the offeror should complete sections 1-5 of the Past Performance Questionnaire (Attachment B) and forward to the reference with instructions to complete the form and submit to Carolyn.Dickens@ed.gov and Bernard.Barr@ed.gov by September 18, 2015 at 10:00 am Eastern Standard Time. Volume - 2 3. Factor 3 - Price/Cost Volume The Price/Cost Volume proposal must be submitted in a Microsoft Excel spreadsheet and consist of the following sections or tabs: a) IDIQ Pricing Schedule - Complete Section B.6 - Pricing Table. Offerors are encouraged to offer discounts on their AIM Schedule Labor Rates or the Overall Price. If discounts are proposed, the discount should be clearly documented in each section or tab. In addition, the offeror should provide a separate price for Task Order 0001. b) Task Order 1 - The Price/Cost Volume proposal must be submitted in a Microsoft Excel spreadsheet and consist of the following sections or tabs: 1. Overall fixed price of Task Order 0001 and the total price for each deliverable. 2. Itemized Price - Itemized price of each deliverable including proposed Labor Category, Labor Rate, Number of Labor Hours, Other Direct Costs. The Labor Categories and Labor Rates proposed must be in accordance with the vendor's AIM Schedule. If additional deliverables are proposed, the itemized pricing must be submitted. 3. Discounts - The vendor is encouraged to propose discounts on their AIM Schedule Labor Rates or the Overall Price. If discounts are proposed, the discount should be clearly documented in each section or tab. C.3 Questions All questions regarding this RFQ shall be submitted, via email, to carolyn.dickens@ed.gov with a copy to bernard.barr@ed.gov by Wednesday, September 23 @ 4:00 p.m. Eastern Standard Time. C.4 Proposal Submission Date, Time and Submission Information The proposals must be submitted by 10:00 a.m. on Thursday, September 24, 2015, via email, to bernard.barr@ed.gov with a copy furnished to carolyn.dickens@ed.gov. The submission shall be prepared using Microsoft Office Professional suite software applications and font 12 point (tables and graphic can have 10 point font). Note: Volume 1 and Volume 2 must be two separate files. C.5 Evaluation Process The offeror must meet the GO/NO GO Factor as cited in Section D.1. If the requirement of D.1 is not met, then the quote will be considered a No Go and will not receive further evaluation nor be considered for award. Quotes that meet the Go/No Go requirement will be evaluated using a structured approach and the factors are listed in descending order of importance: 1. Factor 1- Technical/Management Approach Task Order 0001 Offeror's overall technical and management approach to planning, directing and managing the services described in the SOW. 2. Factor 2 - Past Performance and Experience Offeror's experience with performing photography and videos to include photo and video editing. Experience with providing consulting support on imagery, photo session locations, and photo session timing will also be evaluated. The quality of the offeror's artifacts will be evaluated. The contractor's capability for assuring performance of this requirement will be based upon submission of relevant past performance documentation. The references customer satisfaction with the offeror's support will be evaluated. 3. Factor 3 - Price The Offeror's price will be evaluated for realism and reasonableness. The price for Task Order 0001 will also be evaluated for realism, reasonableness and any discounts given. Further evaluation guidance is listed below: 1. The Government intends to award a single Indefinite Delivery Indefinite Quantity (IDIQ) and Task Order 0001, without further communication with contractors. Consequently, offerors are highly encouraged to quote their best technical and pricing quotes in their initial submissions. However, the Government reserves the right to communicate with any or all offerors submitting a technical and price quote, if it is determined advantageous to the Government to do so. An offeror may be eliminated from consideration without further communication, if its technical and/or pricing quotes are not among those Contractors considered most advantageous to the Government based on a best value determination. 2. The Government may select for award the offeror whose price is not necessarily the lowest, but whose technical response is more advantageous to the Government and warrants the additional cost; or may select the contractor that has a lower cost and may not have the highest rating in non-Price/Cost factors. 3. The Government reserves the right to supplement the past performance and experience evaluation with any relevant information including: any past performance and experience data on any contracts and projects with any Federal agencies; any information readily available from the Federal Procurement Data System; any information discoverable on any Government contract performed by the contractor either as a prime contractor or subcontractor; any information on any Government past performance database; or any other information generally available that might have relevance to the evaluation of the past performance. 4. Offerors are required to meet all solicitation requirements including instructions, conditions and notices, representations and certifications, provisions and other requirements. Quotes that fail to address the essential requirements of the solicitation or are unrealistic, vague or incomprehensible in terms of technical content, schedule commitment or price/cost will be deemed to have an inherent lack of technical competence or to be indicative of a failure to comprehend the requirements, or the complexity and risks of the contract requirements. The Government may reject any proposal that is so lacking in technical competence or in understanding the requirements that, without a major rewrite of the proposal, it is not adequate for evaluation purposes and/or does not have a reasonable chance of award. 5. Pricing for the Base Period and all Option Periods will be evaluated. C.6 Solicitation Attachments Documentation and Reference Materials for the Overall Request for Quote 1. Task Order 0001, Photography Sessions (Attachment A) 2. Past Performance Questionnaire (Attachment B) 3. IPF Standard Talent Release Form (Attachment C) 4. Administrative Communications System (ACS) ED Social Media Policy Directive (Attachment D) 5. Relevant Websites a) FSA's Primary Customer Website: Student Aid.gov b) FSA's Website for Counselors, Mentors, and Partners: FinancialAidToolkit.ed.gov c) Videos, infographics, publications, fact sheets, webinars and other resources can be found at FinancialAidToolkit.ed.gov/resources and StudentAid.gov/resources 6. FSA's Social Media Sites a) Facebook: www.Facebook.com/FederalStudentAid b) Twitter: www.Twitter.com/FAFSA c) YouTube: www.YouTube.com/FederalStudentAid; FSA's full set of videos can be seen here Contract Terms and Conditions SECTION 508 COMPLIANCE The Contractor shall ensure 508 compliance for electronic and information technology. a. Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d) (hereinafter referred to as "Section 508") requires Federal agencies to develop, procure, maintain, or use electronic and information technologies (EIT) that meet specific accessibility standards. This law helps to ensure that federal employees with disabilities have access to, and use of, the information and data they need to do their jobs. Furthermore, this law ensures that members of the public with disabilities have the ability to access and use government information and services comparable to that of non-disabled members of the public. b. Unless a Technical Standard is waived in its entirety or partially, as indicated under Paragraph (c) of this clause, all deliverables and/or services rendered by the Contractor during performance shall comply with the applicable Technical Standards, and, as appropriate, the Functional Performance Criteria and Information Documentation, established by 36 CFR 1194. c. The Department has waived the application of the associated Technical Standards in their entirety or partially, as specifically stated, for the following deliverables/services: None d. The Department reserves the right to test any and all deliverables and services rendered by the Contractor during the course of the contract. The testing of applicable deliverables and services shall be in accordance with the testing procedures identified in Paragraph (f) of this clause, unless otherwise waived in its entirety or partially under Paragraph (c). In general, the Department conducts its testing within three weeks of the Contractor receiving notification that the testing of deliverables or services will occur. During the course of testing the applicable deliverables or services, the Contractor shall ensure that all necessary configurations are made, as will be applied during performance of the contract, and that the appropriate Contractor personnel are available and prepared to answer any associated questions that may arise. e. In the event that a deliverable or service fails to satisfy the applicable testing procedures associated with a Technical Standard, the Contractor shall remedy the identified failures. Depending on the nature of the test failure, the deliverable or service may require additional testing. If additional testing is required, the Contractor shall ensure that all necessary configurations are made, as will be applied during performance of the contract, and that the appropriate Contractor personnel are available and prepared to answer any associated questions that may arise. Payment, if any, due to the Contractor for remedying any noted failures shall be in accordance with the terms and conditions of the contract. f. The applicable testing procedures used by the Department for the Technical Standards identified in Paragraph (b) can be found in the following attachment: Section 508 Compliance Test Process for Application. The Contractor shall provide 508-compliant written electronic deliverables. a. Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), as amended, requires Federal agencies to develop, procure, maintain, or use electronic and information technologies (EIT) that meet specific accessibility standards. This law helps to ensure that federal employees with disabilities have access to, and use of, the information and data they need to do their jobs. Furthermore, this law ensures that members of the public with disabilities have the ability to access and use government information and services comparable to that of non-disabled members of the public. b. All written deliverables (reports, charts, posters, presentations, etc.), regardless of format or intended audience, shall be delivered electronically and conform to the U.S. Department of Education's (Department) Technical Standard's for written documents that are available at: http://www2.ed.gov/web-guidance/accessibility-requirements.html. c. The Department reserves the right to conduct compliance testing on any and all written deliverables that are submitted electronically. In the event that a deliverable is found to be in violation of the Department's Technical Standards for written documents, the Contractor shall remedy the identified failures. Payment, if any, due to the Contractor for remedying any noted failures shall be in accordance with the terms and conditions of the contract. Commercial Items (May 2015) (a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights -- (1) Within a reasonable time after the defect was discovered or should have been discovered; and (2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. (b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract. (c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties. (d) Disputes. This contract is subject to 41 U.S.C. chapter 71,Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract. (e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. (f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence. (g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include -- (i) Name and address of the Contractor; (ii) Invoice date and number; (iii) Contract number, contract line item number and, if applicable, the order number; (iv) Description, quantity, unit of measure, unit price and extended price of the items delivered; (v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading; (vi) Terms of any discount for prompt payment offered; (vii) Name and address of official to whom payment is to be sent; (viii) Name, title, and phone number of person to notify in event of defective invoice; and (ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract. (x) Electronic funds transfer (EFT) banking information. (A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract. (B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer- System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures. (C) EFT banking information is not required if the Government waived the requirement to pay by EFT. (2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315. (h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings. (i) Payment. (1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract. (2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315. (3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause. (4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made. (5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall- (i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the- (A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (B) Affected contract number and delivery order number, if applicable; (C) Affected contract line item or subline item, if applicable; and (D) Contractor point of contact. (ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer. (6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid. (ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract. (iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if- (A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days; (B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or (C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2). (iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment. (v) Amounts shall be due at the earliest of the following dates: (A) The date fixed under this contract. (B) The date of the first written demand for payment, including any demand for payment resulting from a default termination. (vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on- (A) The date on which the designated office receives payment from the Contractor; (B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or (C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor. (vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract. (j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon: (1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination. (k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties. (l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided. (m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience. (n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession. (o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. (p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items. (q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract. (r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity. (s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) The schedule of supplies/services. (2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause. (3) The clause at 52.212-5. (4) Addenda to this solicitation or contract, including any license agreements for computer software. (5) Solicitation provisions if this is a solicitation. (6) Other paragraphs of this clause. (7) The Standard Form 1449. (8) Other documents, exhibits, and attachments. (9) The specification. (t) System for Award Management (SAM). (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. (2) (i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to: (A) Change the name in the SAM database; (B) Comply with the requirements of Subpart 42.12 of the FAR; (C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract. (3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract. (4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov. (u) Unauthorized Obligations. (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern: (i) Any such clause is unenforceable against the Government. (ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause. (iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement. (2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures. (v) Incorporation by reference. The Contractor's representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract. (End of Clause) 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (May 2015) (a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (1) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)) ___Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)). (2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553). (3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78). (b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: [Contracting Officer check as appropriate.] __ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402). __ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)). __ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.) (X) (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Aug 2012) (Pub. L. 109-282) (31 U.S.C. 6101 note). __ (5) 52.204-11, American Recovery and Reinvestment Act-Reporting Requirements (Jul 2010) (Pub. L. 111-5). __ (6) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Dec 2010) (31 U.S.C. 6101 note). (X) (7) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Feb 2012) (41 U.S.C. 2313). __ (8) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012) (section 738 of Division C of Pub. L. 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161). __ (9) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a). __ (10) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a). __ (11) [Reserved] (X) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644). (N/A) (ii) Alternate I (Nov 2011). (N/A) (iii) Alternate II (Nov 2011). (N/A) (13)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644). (N/A) (ii) Alternate I (Oct 1995) of 52.219-7. (N/A) (iii) Alternate II (Mar 2004) of 52.219-7. (X) (14) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C. 637(d)(2) and (3)). (N/A) (15)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (15 U.S.C. 637(d)(4)). (N/A) (ii) Alternate I (Oct 2001) of 52.219-9. (N/A) (iii) Alternate II (Oct 2001) of 52.219-9. (X) (17) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)). (N/A) (18) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)). (N/A) (19)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer). (N/A) (ii) Alternate I (June 2003) of 52.219-23. (N/A) (20) 52.219-25, Small Disadvantaged Business Participation Program-Disadvantaged Status and Reporting (Dec 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323). (N/A) (21) 52.219-26, Small Disadvantaged Business Participation Program- Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323). (N/A) (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f). (X) (23) 52.219-28, Post Award Small Business Program Representation (Apr 2012) (15 U.S.C. 632(a)(2)). (N/A) (24) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Apr 2012) (15 U.S.C. 637(m)). (N/A) (25) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Apr 2012) (15 U.S.C. 637(m)). (X) (26) 52.222-3, Convict Labor (June 2003) (E.O. 11755). (X) (27) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Mar 2012) (E.O. 13126). (X) (28) 52.222-21, Prohibition of Segregated Facilities (Feb 1999). (X) (29) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246). (X) (30) 52.222-35, Equal Opportunity for Veterans (Sep 2010)(38 U.S.C. 4212). (X) (31) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793). (X) (32) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C. 4212). (X) (33) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). (X) (34) 52.222-54, Employment Eligibility Verification (JUL 2012). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.) (N/A) (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.) (N/A) (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.) (N/A) (36) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b). (N/A) (37)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) (E.O. 13423). (N/A) (ii) Alternate I (DEC 2007) of 52.223-16. (X) (38) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) (E.O. 13513). (N/A) (39) 52.225-1, Buy American Act-Supplies (Feb 2009) (41 U.S.C. 10a-10d). (N/A) (40)(i) 52.225-3, Buy American Act-Free Trade Agreements-Israeli Trade Act (Nov 2012) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43). (N/A) (ii) Alternate I (Mar 2012) of 52.225-3. (N/A) (iii) Alternate II (Mar 2012) of 52.225-3. (N/A) (iv) Alternate III (Nov 2012) of 52.225-3. (N/A) (41) 52.225-5, Trade Agreements (NOV 2012) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note). (X) (42) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury). (N/A) (43) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150). (N/A) (44) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150). (N/A) (45) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)). (N/A) (46) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)). (X) (47) 52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration (Oct 2003) (31 U.S.C. 3332). (N/A) (48) 52.232-34, Payment by Electronic Funds Transfer-Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332). (N/A) (49) 52.232-36, Payment by Third Party (Feb 2010) (31 U.S.C. 3332). (N/A) (50) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a). (N/A) (51)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). (N/A) (49) 52.232-36, Payment by Third Party (Feb 2010) (31 U.S.C. 3332). (50) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a). (N/A) (51)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). (N/A) (ii) Alternate I (Apr 2003) of 52.247-64. (c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: [Contracting Officer check as appropriate.] (N/A) (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.). (N/A) (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.). (N/A) (3) 52.222-43, Fair Labor Standards Act and Service Contract Act-Price Adjustment (Multiple Year and Option Contracts) (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.). (N/A) (4) 52.222-44, Fair Labor Standards Act and Service Contract Act-Price Adjustment (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.). (N/A) (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (Nov 2007) (41 351, et seq.). (N/A) (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (Feb 2009) (41 U.S.C. 351, et seq.). (N/A) (7) 52.222-17, Nondisplacement of Qualified Workers (JAN 2013) (E.O.13495). (N/A) (8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247). (N/A) (9) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) (31 U.S.C. 5112(p)(1)). (d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records-Negotiation. (1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract. (2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved. (3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law. (e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause- (i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C.251 note)). (ii) 52.219-8, Utilization of Small Business Concerns (Dec 2010) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (iii) 52.222-17, Nondisplacement of Qualified Workers (JAN 2013) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17. (iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246). (v) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212). (vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793). (vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40. (viii) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.). (ix) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)). ___Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)). (x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (Nov 2007) (41 U.S.C. 351, et seq.). (xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (Feb 2009) (41 U.S.C. 351, et seq.). (xii) 52.222-54, Employment Eligibility Verification (JUL 2012). (xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6. (xiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64. (2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations. (End of clause) 52.252-2 Clauses Incorporated by Reference (FEB 1998) This contract incorporates one or more clauses, shown in the table below, by reference, with the same force and effect as if they were given in full text. The full text of a clause may be accessed electronically at this/these address (es) https://www.acquisition.gov/far/ (End of clause) FAR Clause Title Date 52.203-3 Gratuities (APR 1984) 52.203-5 Covenant Against Contingent Fees (May 2014) 52.203-6 Restrictions on Subcontractor Sales to the Government (Sep 2008) 52.203-7 Anti-Kickback Procedures (May 2014) 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (May 2014) 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (May 2014) 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (Oct 2010) 52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (Apr 2014) 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (MAY 2011) 52.204-8 Annual Representations and Certifications (Dec 2014) 52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011) 52.212-4 Contract Terms and Conditions -- Commercial Items (MAY 2014) 52.217-2 Cancellation Under Multi-Year Contracts (OCT 1997) 52.224-1 Privacy Act Notification (APR1984) 52.224-2 Privacy Act (APR 1984) 52.227-14 Rights in Data-General (DEC 2007) 52.227-17 Rights in Data-Special Works (DEC 2007) 52.232-17 Interest (OCT 2010) 52.232-18 Availability of Funds (APR 1984) 52.232-39 Unenforceability of Unauthorized Obligations (JUN 2013) 52.232-40 Providing Accelerated Payment to Small Business Subcontractors (DEC 2013) 52.237-2 Protection of Government Buildings, Equipment, And Vegetation (APR 1984) 52.237-3 Continuity of Services (JAN 1991) 52.242-13 Bankruptcy (JUL 1995) 52.242-15 Stop-Work Order (AUG 1989) 52.243-1 Changes-Fixed Price Alternate I (APR 1984) 52.245-1 Government Property (APR 2012) 52.245-9 Use and Charges (APR 2012) 52.246-16 Responsibility for Supplies (APR 1984) 52.247-34 F.O.B. Destination (JAN 1991) 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 60 days of contract expiration. (End of clause) 52.219-17 Section 8(a) Award (Dec 1996) (a) By execution of a contract, the Small Business Administration (SBA) agrees to the following: (1) To furnish the supplies or services set forth in the contract according to the specifications and the terms and conditions by subcontracting with the Offeror who has been determined an eligible concern pursuant to the provisions of section 8(a) of the Small Business Act, as amended (15 U.S.C. 637(a)). (2) Except for novation agreements and advance payments, delegates to the ___Department of Education Federal Student Aid__ the responsibility for administering the contract with complete authority to take any action on behalf of the Government under the terms and conditions of the contract; provided, however that the contracting agency shall give advance notice to the SBA before it issues a final notice terminating the right of the subcontractor to proceed with further performance, either in whole or in part, under the contract. (3) That payments to be made under the contract will be made directly to the subcontractor by the contracting activity. (4) To notify the __ Department of Education Federal Student Aid Contracting Officer immediately upon notification by the subcontractor that the owner or owners upon whom 8(a) eligibility was based plan to relinquish ownership or control of the concern. (5) That the subcontractor awarded a subcontract hereunder shall have the right of appeal from decisions of the cognizant Contracting Officer under the "Disputes" clause of the subcontract. (b) The offeror/subcontractor agrees and acknowledges that it will, for and on behalf of the SBA, fulfill and perform all of the requirements of the contract. (c) The offeror/subcontractor agrees that it will not subcontract the performance of any of the requirements of this subcontract to any lower tier subcontractor without the prior written approval of the SBA and the cognizant Contracting Officer of the __ Department of Education Federal Student Aid. (End of Clause) 3452.202-1 Definitions-Department of Education (MAR 2011) (a) The definitions at FAR 2.101 are appended with those contained in Education Department Acquisition Regulations (EDAR) 3402.101. (b) The EDAR is available via the Internet at http://www.ed.gov/policy/fund/reg/clibrary/edar.html EDAR 3452.208-71 Printing (MAR 2011) Unless otherwise specified in this contract, the contractor shall not engage in, nor subcontract for, any printing (as that term is defined in Title I of the Government Printing and Binding Regulations in effect on the effective date of this contract) in connection with the performance of work under this contract; except that performance involving the duplication of fewer than 5,000 units of any one page, or fewer than 25,000 units in the aggregate of multiple pages, shall not be deemed to be printing. A unit is defined as one side of one sheet, one color only (with black counting as a color), with a maximum image size of 103⁄4 by 141⁄4 inches on a maximum paper size of 11 by 17 inches. Examples of counting the number of units: black plus one additional color on one side of one page counts as two units. Three colors (including black) on two sides of one page count as six units. (End of Clause) EDAR 3452.208-72 Paperwork Reduction Act (MAR 2011) a) The Paperwork Reduction Act of 1995 applies to contractors that collect information for use or disclosure by the Federal government. If the contractor will collect information requiring answers to identical questions from 10 or more people, no plan, questionnaire, interview guide, or other similar device for collecting information may be used without first obtaining clearance from the Chief Acquisition Officer (CAO) or the CAO's designee within the Department of Education (ED) and the Office of Management and Budget (OMB). Contractors and Contracting Officers' Representatives shall be guided by the provisions of 5 CFR part 1320, Controlling Paperwork Burdens on the Public, and should seek the advice of the Department's Paperwork Clearance Officer to determine the procedures for acquiring CAO and OMB clearance. (b) The contractor shall obtain the required clearances through the Contracting Officer'sRepresentative before expending any funds or making public contacts for the collection of information described in paragraph (a) of this clause. The authority to expend funds and proceed with the collection shall be in writing by the contracting officer. The contractor must plan at least 120 days for CAO and OMB clearance. Excessive delay caused by the Government that arises out of causes beyond the control and without the fault or negligence of the contractor will be considered in accordance with the Excusable Delays or Default clause of this contract. (End of Clause) 3452.209-70 Conflict of interest certification. As prescribed in 3409.507-1, insert the following provision in all solicitations anticipated to result in contract actions for services above the simplified acquisition threshold: Conflict of Interest Certification (MAR 2011) (a)(1) The contractor, subcontractor, employee, or consultant, by signing the form in this clause, certifies that, to the best of its knowledge and belief, there are no relevant facts or circumstances that could give rise to an organizational or personal conflict of interest, ( see FAR Subpart 9.5 for organizational conflicts of interest) (or apparent conflict of interest), for the organization or any of its staff, and that the contractor, subcontractor, employee, or consultant has disclosed all such relevant information if such a conflict of interest appears to exist to a reasonable person with knowledge of the relevant facts (or if such a person would question the impartiality of the contractor, subcontractor, employee, or consultant). Conflicts may arise in the following situations: (i) Unequal access to information. A potential contractor, subcontractor, employee, or consultant has access to non-public information through its performance on a government contract. (ii) Biased ground rules. A potential contractor, subcontractor, employee, or consultant has worked, in one government contract, or program, on the basic structure or ground rules of another government contract. (iii) Impaired objectivity. A potential contractor, subcontractor, employee, or consultant, or member of their immediate family (spouse, parent, or child) has financial or other interests that would impair, or give the appearance of impairing, impartial judgment in the evaluation of government programs, in offering advice or recommendations to the government, or in providing technical assistance or other services to recipients of Federal funds as part of its contractual responsibility. "Impaired objectivity" includes but is not limited to the following situations that would cause a reasonable person with knowledge of the relevant facts to question a person's objectivity: (A) Financial interests or reasonably foreseeable financial interests in or in connection with products, property, or services that may be purchased by an educational agency, a person, organization, or institution in the course of implementing any program administered by the Department; (B) Significant connections to teaching methodologies or approaches that might require or encourage the use of specific products, property, or services; or (C) Significant identification with pedagogical or philosophical viewpoints that might require or encourage the use of a specific curriculum, specific products, property, or services. (2) Offerors must provide the disclosure described above on any actual or potential conflict of interest (or apparent conflict of interest) regardless of their opinion that such a conflict or potential conflict (or apparent conflict of interest) would not impair their objectivity. (3) In a case in which an actual or potential conflict (or apparent conflict of interest) is disclosed, the Department will take appropriate actions to eliminate or address the actual or potential conflict, including but not limited to mitigating or neutralizing the conflict, when appropriate, through such means as ensuring a balance of views, disclosure with the appropriate disclaimers, or by restricting or modifying the work to be performed to avoid or reduce the conflict. In this clause, the term "potential conflict" means reasonably foreseeable conflict of interest. (b) The contractor, subcontractor, employee, or consultant agrees that if "impaired objectivity", or an actual or potential conflict of interest (or apparent conflict of interest) is discovered after the award is made, it will make a full disclosure in writing to the contracting officer. This disclosure shall include a description of actions that the contractor has taken or proposes to take to avoid, mitigate, or neutralize the actual or potential conflict (or apparent conflict of interest). (c) Remedies. The Government may terminate this contract for convenience, in whole or in part, if it deems such termination necessary to avoid the appearance of a conflict of interest. If the contractor was aware of a potential conflict of interest prior to award or discovered an actual or potential conflict after award and did not disclose or misrepresented relevant information to the contracting officer, the Government may terminate the contract for default, or pursue such other remedies as may be permitted by law or this contract. These remedies include imprisonment for up to five years for violation of 18 U.S.C. 1001 and fines of up to $5000 for violation of 31 U.S.C. 3802. Further remedies include suspension or debarment from contracting with the Federal government. The contractor may also be required to reimburse the Department for costs the Department incurs arising from activities related to conflicts of interest. An example of such costs would be those incurred in processing Freedom of Information Act requests related to a conflict of interest. (d) In cases where remedies short of termination have been applied, the contractor, subcontractor, employee, or consultant agrees to eliminate the organizational conflict of interest, or mitigate it to the satisfaction of the contracting officer. (e) The contractor further agrees to insert in any subcontract or consultant agreement hereunder, provisions that conform substantially to the language of this clause, including specific mention of potential remedies and this paragraph (e). (f) Conflict of Interest Certification. The offeror, [insert name of offeror], hereby certifies that, to the best of its knowledge and belief, there are no present or currently planned interests (financial, contractual, organizational, or otherwise) relating to the work to be performed under the contract or task order resulting from Request for Proposal No. [insert number] that would create any actual or potential conflict of interest (or apparent conflicts of interest) (including conflicts of interest for immediate family members: spouses, parents, children) that would impinge on its ability to render impartial, technically sound, and objective assistance or advice or result in it being given an unfair competitive advantage. In this clause, the term "potential conflict" means reasonably foreseeable conflict of interest. The offeror further certifies that it has and will continue to exercise due diligence in identifying and removing or mitigating, to the Government's satisfaction, such conflict of interest (or apparent conflict of interest). Offeror's Name____________________ RFP/Contract No.____________________ Signature____________________ Title____________________ Date____________________ (End of Clause) EDAR 3452.209-71 Conflict of Interest (MAR 2011) (a)(1) The contractor, subcontractor, employee, or consultant, has certified that, to the best of its knowledge and belief, there are no relevant facts or circumstances that could give rise to an organizational or personal conflict of interest (see FAR Subpart 9.5 for organizational conflicts of interest) (or apparent conflict of interest) for the organization or any of its staff, and that the contractor, subcontractor, employee, or consultant has disclosed all such relevant information if such a conflict of interest appears to exist to a reasonable person with knowledge of the relevant facts (or if such a person would question the impartiality of the contractor, subcontractor, employee, or consultant). Conflicts may arise in the following situations: (i) Unequal access to information-A potential contractor, subcontractor, employee, or consultant has access to nonpublic information through its performance on a government contract. (ii) Biased ground rules-A potential contractor, subcontractor, employee, or consultant has worked, in one government contract, or program, on the basic structure or ground rules of another government contract. (iii) Impaired objectivity-A potential contractor, subcontractor, employee, or consultant, or member of their immediate family (spouse, parent, or child) has financial or other interests that would impair, or give the appearance of impairing, impartial judgment in the evaluation of government programs, in offering advice or recommendations to the government, or in providing technical assistance or other services to recipients of Federal funds as part of its contractual responsibility. ‘‘Impaired objectivity'' includes but is not limited to the following situations that would cause a reasonable person with knowledge of the relevant facts to question a person's objectivity: (A) Financial interests or reasonably foreseeable financial interests in or in connection with products, property, or services that may be purchased by an educational agency, a person, organization, or institution in the course of implementing any program administered by the Department; (B) Significant connections to teaching methodologies that might require or encourage the use of specific products, property, or services; or (C) Significant identification with pedagogical or philosophical viewpoints that might require or encourage the use of a specific curriculum, specific products, property, or services. (2) Offerors must provide the disclosure described above on any actual or potential conflict (or apparent conflict of interest) of interest regardless of their opinion that such a conflict or potential conflict (or apparent conflict of interest) would not impair their objectivity. (3) In a case in which an actual or potential conflict (or apparent conflict of interest) is disclosed, the Department will take appropriate actions to eliminate or address the actual or potential conflict (or apparent conflict of interest), including but not limited to mitigating or neutralizing the conflict, when appropriate, through such means as ensuring a balance of views, disclosure with the appropriate disclaimers, or by restricting or modifying the work to be performed to avoid or reduce the conflict. In this clause, the term ‘‘potential conflict'' means reasonably foreseeable conflict of interest. (b) The contractor, subcontractor, employee, or consultant agrees that if ‘‘impaired objectivity'', or an actual or potential conflict of interest (or apparent conflict of interest) is discovered after the award is made, it will make a full disclosure in writing to the contracting officer. This disclosure shall include a description of actions that the contractor has taken or proposes to take, after consultation with the contracting officer, to avoid, mitigate, or neutralize the actual or potential conflict (or apparent conflict of interest). (c) Remedies. The Government may terminate this contract for convenience, in whole or in part, if it deems such termination necessary to avoid the appearance of a conflict of interest. If the contractor was aware of a potential conflict of interest prior to award or discovered an actual or potential conflict (or apparent conflict of interest) after award and did not disclose or misrepresented relevant information to the contracting officer, the Government may terminate the contract for default, or pursue such other remedies as may be permitted by law or this contract. These remedies include imprisonment for up to five years for violation of 18 U.S.C. 1001 and fines of up to $5,000 for violation of 31 U.S.C. 3802. Further remedies include suspension or debarment from contracting with the Federal government. The contractor may also be required to reimburse the Department for costs the Department incurs arising from activities related to conflicts of interest. An example of such costs would be those incurred in processing Freedom of Information Act requests related to a conflict of interest. (d) In cases where remedies short of termination have been applied, the contractor, subcontractor, employee, or consultant agrees to eliminate the organizational conflict of interest, or mitigate it to the satisfaction of the contracting officer. (e) The contractor further agrees to insert in any subcontract or consultant agreement hereunder, provisions that conform substantially to the language of this clause, including specific mention of potential remedies and this paragraph (e). (End of Clause) EDAR 3452.224-70 Release of Information under the Freedom of Information Act (MAR 2011) By entering into a contract with the Department of Education, the contractor, without regard to proprietary markings, approves the release of the entire contract and all related modifications and task orders including, but not limited to: (1) Unit prices, including labor rates; (2) Statements of Work/Performance Work Statements generated by the contractor; (3) Performance requirements, including incentives, performance standards, quality levels, and service level agreements; (4) Reports, deliverables, and work products delivered in performance of the contract (including quality of service, performance against requirements/standards/service level agreements); (5) Any and all information, data, software, and related documentation first provided under the contract; (6) Proposals or portions of proposals incorporated by reference; and (7) Other terms and conditions. (End of Clause) EDAR 3452.227-70 Publication and Publicity (MAR 2011) (a) Unless otherwise specified in this contract, the contractor is encouraged to publish and otherwise promote the results of its work under this contract. A copy of each article or work submitted by the contractor for publication shall be promptly sent to the contracting officer's representative. The contractor shall also inform the representative when the article or work is published and furnish a copy in the published form. (b) The contractor shall acknowledge the support of the Department of Education in publicizing the work under this contract in any medium. This acknowledgement shall read substantially as follows: ‘‘This project has been funded at least in part with Federal funds from the U.S. Department of Education under contract number [Insert number]. The content of this publication does not necessarily reflect the views or policies of the U.S. Department of Education nor does mention of trade names, commercial products, or organizations imply endorsement by the U.S. Government.'' (End of Clause) EDAR 3452.227-71 Advertising of Awards (MAR 2011) The contractor agrees not to refer to awards issued by, or products or services delivered to, the Department of Education in commercial advertising in such a manner as to state or imply that the product or service provided is endorsed by the Federal government or is considered by the Federal government to be superior to other products or services. (End of Clause) EDAR 3452.227-72 Use and Non-Disclosure Agreement (MAR 2011) (a) Except as provided in paragraph (b) of this clause, proprietary data, technical data, or computer software delivered to the Government with restrictions on use, modification, reproduction, release, performance, display, or disclosure may not be provided to third parties unless the intended recipient completes and signs the use and non-disclosure agreement in paragraph (c) of this clause prior to release or disclosure of the data. (1) The specific conditions under which an intended recipient will be authorized to use, modify, reproduce, release, perform, display, or disclose proprietary data or technical data subject to limited rights, or computer software subject to restricted rights must be stipulated in an attachment to the use and non-disclosure agreement. (2) For an intended release, disclosure, or authorized use of proprietary data, technical data, or computer software subject to special license rights, modify paragraph (c)(1)(iv) of this clause to enter the conditions, consistent with the license requirements, governing the recipient's obligations regarding use, modification, reproduction, release, performance, display, or disclosure of the data or software. (b) The requirement for use and nondisclosure agreements does not apply to Government contractors that require access to a third party's data or software for the performance of a Government contract that contains the 3452.227-73 clause, Limitations on the use or disclosure of Government furnished information marked with restrictive legends. (c) The prescribed use and non-disclosure agreement is: Use and Non-Disclosure Agreement The undersigned, [Insert Name], an authorized representative of the [Insert Company Name], (which is hereinafter referred to as the ‘‘recipient'') requests the Government to provide the recipient with proprietary data, technical data, or computer software (hereinafter referred to as ‘‘data'') in which the Government's use, modification, reproduction, release, performance, display, or disclosure rights are restricted. Those data are identified in an attachment to this agreement. In consideration for receiving such data, the recipient agrees to use the data strictly in accordance with this agreement. (1) The recipient shall- (i) Use, modify, reproduce, release, perform, display, or disclose data marked with Small Business Innovative Research (SBIR) data rights legends only for government purposes and shall not do so for any commercial purpose. The recipient shall not release, perform, display, or disclose these data, without the express written permission of the contractor whose name appears in the restrictive legend (the contractor), to any person other than its subcontractors or suppliers, or prospective subcontractors or suppliers, who require these data to submit offers for, or perform, contracts with the recipient. The recipient shall require its subcontractors or suppliers, or prospective subcontractors or suppliers, to sign a use and non-disclosure agreement prior to disclosing or releasing these data to such persons. Such an agreement must be consistent with the terms of this agreement. (ii) Use, modify, reproduce, release, perform, display, or disclose proprietary data or technical data marked with limited rights legends only as specified in the attachment to this agreement. Release, performance, display, or disclosure to other persons is not authorized unless specified in the attachment to this agreement or expressly permitted in writing by the contractor. (iii) Use computer software marked with restricted rights legends only in performance of contract number [insert contract number(s)]. The recipient shall not, for example, enhance, decompile, disassemble, or reverse engineer the software; time share; or use a computer program with more than one computer at a time. The recipient may not release, perform, display, or disclose such software to others unless expressly permitted in writing by the licensor whose name appears in the restrictive legend. (iv) Use, modify, reproduce, release, perform, display, or disclose data marked with special license rights legends [To be completed by the contracting officer. See paragraph (a)(2) of this clause. Omit if none of the data requested is marked with special license rights legends]. (2) The recipient agrees to adopt or establish operating procedures and physical security measures designed to protect these data from inadvertent release or disclosure to unauthorized third parties. (3) The recipient agrees to accept these data ‘‘as is'' without any Government representation as to suitability for intended use or warranty whatsoever. This disclaimer does not affect any obligation the Government may have regarding data specified in a contract for the performance of that contract. (4) The recipient may enter into any agreement directly with the contractor with respect to the use, modification, reproduction, release, performance, display, or disclosure of these data. (5) The recipient agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of data received from the Government with restrictive legends by the recipient or any person to whom the recipient has released or disclosed the data. (6) The recipient is executing this agreement for the benefit of the contractor. The contractor is a third party beneficiary of this agreement who, in addition to any other rights it may have, is intended to have the rights of direct action against the recipient or any other person to whom the recipient has released or disclosed the data, to seek damages from any breach of this agreement, or to otherwise enforce this agreement. (7) The recipient agrees to destroy these data, and all copies of the data in its possession, no later than 30 days after the date shown in paragraph (8) of this agreement, to have all persons to whom it released the data do so by that date, and to notify the contractor that the data have been destroyed. (8) This agreement shall be effective for the period commencing with the recipient's execution of this agreement and ending upon [Insert Date]. The obligations imposed by this agreement shall survive the expiration or termination of the agreement. [Insert business name.] Recipient's Business Name [Have representative sign.] Authorized Representative [Insert date.] Date [Insert name and title.] Representative's Typed Name and Title (End of Clause) EDAR 3452.227-73 Limitations on the use or Disclosure of Government-Furnished Information marked with restrictive legends (MAR 2011) (a) For contracts under which data are to be produced, furnished, or acquired, the terms limited rights and restricted rights are defined in the rights in data-general clause (FAR 52.227-14).(b) Proprietary data, technical data, or computer software provided to the contractor as Government-furnished information (GFI) under this contract may be subject to restrictions on use, modification, reproduction, release, performance, display, or further disclosure. (1) Proprietary data with legends that serve to restrict disclosure or use of data. The contractor shall use, modify, reproduce, perform, or display proprietary data received from the Government with proprietary or restrictive legends only in the performance of this contract. The contractor shall not, without the express written permission of the party who owns the data, release, or disclose such data or software to any person (2) GFI marked with limited or restricted rights legends. The contractor shall use, modify, reproduce, perform, or display technical data received from the Government with limited rights legends or computer software received with restricted rights legends only in the performance of this contract. The contractor shall not, without the express written permission of the party whose name appears in the legend, release or disclose such data or software to any person. (3) GFI marked with specially negotiated license rights legends. The contractor shall use, modify, reproduce, release, perform, or display proprietary data, technical data, or computer software received from the Government with specially negotiated license legends only as permitted in the license. Such data or software may not be released or disclosed to other persons unless permitted by the license and, prior to release or disclosure, the intended recipient has completed the use and non-disclosure agreement. The contractor shall modify paragraph (c)(1)(iii) of the use and nondisclosure agreement (3452.227-72) to reflect the recipient's obligations regarding use, modification, reproduction, release, performance, display, and disclosure of the data or software. (c) Indemnification and creation of third party beneficiary rights. (1) The contractor agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses, arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of proprietary data, technical data, or computer software received from the Government with restrictive legends by the contractor or any person to whom the contractor has released or disclosed such data or software. (2) The contractor agrees that the party whose name appears on the restrictive legend, in addition to any other rights it may have, is a third party beneficiary who has the right of direct action against the contractor, or any person to whom the contractor has released or disclosed such data or software, for the unauthorized duplication, release, or disclosure of proprietary data, technical data, or computer software subject to restrictive legends. (End of Clause) EDAR 3452.237-71 Observance of Administrative Closures (MAR 2011) (a) The contract schedule identifies all Federal holidays that are observed under this contract. Contractor performance is required under this contract at all other times, and compensated absences are not extended due to administrative closures of Government facilities and operations due to inclement weather, Presidential decree, or other administrative issuances where Government personnel receive early dismissal instructions. (b) In cases of contract performance at a Government facility when the facility is closed, the vendor may arrange for performance to continue during the closure at the contractor's site, if appropriate. (End of Clause) EDAR 3452.239.70 Internet Protocol Version 6 (MAR 2011) (a) Any system hardware, software, firmware, or networked component (voice, video, or data) developed, procured, or acquired in support or performance of this contract shall be capable of transmitting, receiving, processing, forwarding, and storing digital information across system boundaries utilizing system packets that are formatted in accordance with commercial standards of Internet protocol (IP) version 6 (IPv6) as set forth in Internet Engineering Task Force (IETF) Request for Comments (RFC) 2460 and associated IPv6-related IETF RFC standards. In addition, this system shall maintain interoperability with IPv4 systems and provide at least the same level of performance and reliability capabilities of IPv4 products. (b) Specifically, any new IP product or system developed, acquired, or produced must- (1) Interoperate with both IPv6 and IPv4 systems and products; and (2) Have available contractor/vendor IPv6 technical support for development and implementation and fielded product management. (c) Any exceptions to the use of IPv6 require the agency's CIO to give advance, written approval. EDAR 3452.239-72 Department Security Requirements (MAR 2011) (a) The contractor and its subcontractors shall comply with Department security policy requirements as set forth in the ‘‘Bidder's Security Package: Security Requirements for Contractors Doing Business with the Department of Education'' at http://www.ed.gov/fund/contract/about/bsp.html. (b) The following are the contractor employee positions required under this contract and their designated risk levels: High Risk (HR): (Identified at the Task Order Level) Moderate Risk (MR): (Identified at the Task Order Level) Low Risk (LR): (Identified at the Task Order Level) (c)All contractor employees must undergo personnel security screening if they will be employed for 30 days or more, in accordance with Departmental Directive OM:5-101, ‘‘Contractor Employee Personnel Security Screenings.'' The type of screening and the timing of the screening will depend upon the nature of the contractor position, the type of data to be accessed, and the type of information technology (IT) system access required. Personnel security screenings will be commensurate with the risk and magnitude of harm the individual could cause. (d) The contractor shall- (1) Ensure that all non-U.S. citizen contractor employees are lawful permanent residents of the United States or have appropriate work authorization documents as required by the Department of Homeland Security, Bureau of Immigration and Appeals, to work in the United States. (2) Ensure that no employees are assigned to high risk designated positions prior to a completed preliminary screening. (3) Submit all required personnel security forms to the contracting officer's representative (COR) within 24 hours of an assignment to a Department contract and ensure that the forms are complete. (4) Ensure that no contractor employee is placed in a higher risk position than that for which he or she was previously approved, without the approval of the contracting officer or the COR, the Department personnel security officer, and the Department computer security officer. (5) Ensure that all contractor employees occupying high-risk designated positions submit forms for reinvestigation every five years for the duration of the contract or if there is a break in service to a Department contract of 365 days or more. (6) Report to the COR all instances of individuals seeking to obtain unauthorized access to any departmental IT system, or sensitive but unclassified and/or Privacy Act protected information. (7) Report to the COR any information that raises an issue as to whether a contractor employee's eligibility for continued employment or access to Department IT systems, or sensitive but unclassified and/or Privacy Act protected information, promotes the efficiency of the service or violates the public trust. (8) Withdraw from consideration under the contract any employee receiving an unfavorable adjudication determination. (9) Officially notify each contractor employee if he or she will no longer work on a Department contract. (10) Abide by the requirements in Departmental Directive OM:5-101, ‘‘Contractor Employee Personnel Security Screenings.'' (e) Further information including definitions of terms used in this clause and a list of required investigative forms for each risk designation are contained in Departmental Directive OM:5-101, ‘‘Contractor Employee Personnel Security Screenings'' available at the Web site listed in the first paragraph of this clause. (f) Failure to comply with the contractor personnel security requirements may result in a termination of the contract for default. (End of Clause) EDAR 3452.242-71 Notice to the Government of Delays (MAR 2011) The contractor shall notify the contracting officer of any actual or potential situation, including but not limited to labor disputes, that delays or threatens to delay the timely performance of work under this contract. The contractor shall immediately give written notice thereof, including all relevant information. (End of Clause) EDAR 3452.242-73 Accessibility of Meetings, Conferences, and Seminars to Persons with Disabilities (MAR 2011) The contractor shall assure that any meeting, conference, or seminar held pursuant to the contract will meet all applicable standards for accessibility to persons with disabilities pursuant to section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794) and any implementing regulations of the Department. (End of Clause) FSA 25-1 Prohibitions on Contract Performance Outside of the United States (JUL 2012) The Contractor has represented to the Department that it will perform all work required under this Contract within the United States. If, at any time, the Contractor wishes to perform any Contract work outside the United States, the Contractor shall inform the Contracting Officer, in advance and in writing, of its intention and request the Department's approval. The Contractor shall not perform any Contract work outside the United States unless and until it has received the Contracting Officer's explicit, written approval to perform such work. In order to give proper consideration to the Contractor's request, the Department may ask for, and the Contractor shall provide, information relevant to the proposed performance outside the United States, including but not limited to a detailed description of the physical, personnel and management resources to be used and any potential difficulties or constraints in performing in the foreign jurisdiction. The Department may refuse to approve Contract performance outside the United States to the extent that, solely in the Department's judgment, the Contractor has not shown that performance outside the United States would satisfy the Contract requirements and would not impair or degrade performance. Further, the Department may refuse to approve any performance outside the United States for any other reason, or for no reason, except as otherwise required by the laws and treaties of the United States. The Department may approve performance outside the United States subject to certain conditions, to which conditions the Contractor shall strictly adhere. Neither performance within the United States, nor the Department's refusal to allow performance outside the United States shall ever constitute a change to this Contract or give rise to any entitlement to additional compensation or excuse any failure of performance by the Contractor. Nothing in this clause shall be interpreted to impose any obligation on the Department to allow or to refuse a request for performance of this Contract outside the United States. (End of Clause) FSA 27-1 Labeling of Documents (JUN 2007) The Contractor shall not label any data produced in performance of this contract in a way that would restrict the Government's right to use or release the information. If applicable, the Contractor shall include a legend that identifies sensitive data that should not be released for security reasons. Under FAR clause 52.227-14, Rights in Data-General (or 52.227-15, -16, -17) clause, this data may be used for any purpose the Government deems appropriate. Deliverables shall not contain vendor-specific logos, mottos, watermarks, or holograms. The Contractor shall not use, particularly for proposals, U.S. Government logos, such as the U.S. Department of Education or Federal Student Aid. (End of Clause) FSA 39-1 Reporting Requirements for Departed Contractor Employees (AUG 2012) As part of security clearance processing, the contractor is required to notify the Government no later than the end of the business day on the day a contractor employee proposed for or awarded a security clearance under this contract or memorandum of understanding departs employment under this contract or memorandum of understanding. To meet this requirement, the contractor shall send an encrypted email to FSAPersonnelSecurity@ed.gov and OMPersonnelSecurity@ed.gov with a carbon copy to the Contracting Officer, Contracting Officer's Representative, and Information Security System Officer. The contractor will be advised under separate communications of the encryption password schematics that must be followed in reporting under this clause. The subject line of the email shall read "Departed User", and include the following information: • Employee Last Name, First Name • eQIP number, if available • Date employee hired under the contract or memorandum of understanding • Contract or memorandum of understanding number • List of systems to which employee has access (End of Clause) FSA 42-1 Post Award Evaluation of Contractor Performance (JUL 2012) Interim and final evaluations of contractor performance will be prepared on this contract in accordance with FAR 42.15. The system utilized to record past performance evaluations is the Contractor Performance Assessment Reporting System (CPARS), which is a feeder system for the Past Performance Information Retrieval System (PPIRS). The Contractor shall designate a CPARS Representative to administer evaluations for the Contractor. The Representative shall be responsible for reviewing and commenting on proposed ratings and remarks for all assessments forwarded by the Contracting Officer. The first Interim CPAR report shall be assessed after 12 months of contract performance, with Interim reports assessed every 12 months thereafter. If the award value is over the Simplified Acquisition Threshold, and the period of performance is shorter than 12 months, the evaluation shall be assessed at the completion of work. The Contractor will be permitted thirty (30) days to review the evaluation and to submit additional information or a rebutting statement in CPARS. If the Contractor does not comment during the review period, the report shall be finalized after (30) days. The Final contract performance evaluation will be prepared at the time of completion of work. Any disagreement between the parties regarding an evaluation will be referred to the next higher level above the Contracting Officer, whose decision will be final. Copies of the evaluation, contractor responses, and review comments, if any, will be retained as part of the contract file, and will be used to support future award decisions. Copies of completed evaluations can be obtained in CPARS and PPIRS. (End of Clause) FSA 25-1 PROHIBITIONS ON CONTRACT PERFORMANCE OUTSIDE OF THE UNITED STATES (JUL 2012) The Contractor has represented to the Department that it will perform all work required under this Contract within the United States. If, at any time, the Contractor wishes to perform any Contract work outside the United States, the Contractor shall inform the Contracting Officer, in advance and in writing, of its intention and request the Department's approval. The Contractor shall not perform any Contract work outside the United States unless and until it has received the Contracting Officer's explicit, written approval to perform such work. In order to give proper consideration to the Contractor's request, the Department may ask for, and the Contractor shall provide, information relevant to the proposed performance outside the United States, including but not limited to a detailed description of the physical, personnel and management resources to be used and any potential difficulties or constraints in performing in the foreign jurisdiction. The Department may refuse to approve Contract performance outside the United States to the extent that, solely in the Department's judgment, the Contractor has not shown that performance outside the United States would satisfy the Contract requirements and would not impair or degrade performance. Further, the Department may refuse to approve any performance outside the United States for any other reason, or for no reason, except as otherwise required by the laws and treaties of the United States. The Department may approve performance outside the United States subject to certain conditions, to which conditions the Contractor shall strictly adhere. Neither performance within the United States, nor the Department's refusal to allow performance outside the United States shall ever constitute a change to this Contract or give rise to any entitlement to additional compensation or excuse any failure of performance by the Contractor. Nothing in this clause shall be interpreted to impose any obligation on the Department to allow or to refuse a request for performance of this Contract outside the United States. (End of clause) FSA 27-1 LABELING OF DOCUMENTS (JUN 2007) The Contractor shall not label any data produced in performance of this contract in a way that would restrict the Government's right to use or release the information. If applicable, the Contractor shall include a legend that identifies sensitive data that should not be released for security reasons. Under FAR clause 52.227-14, Rights in Data-General (or 52.227-15, -16, -17) clause, this data may be used for any purpose the Government deems appropriate. Deliverables shall not contain vendor-specific logos, mottos, watermarks, or holograms. The Contractor shall not use, particularly for proposals, U.S. Government logos, such as the U.S. Department of Education or Federal Student Aid. (End of clause) FSA 32-1 INVOICE PROCEDURES (MAR 2012) The Contractor must submit an invoice via mail, fax, or e-mail for this contract in order to be paid for products and/or services rendered. For Prompt Payment Act purposes, Invoices received after 3 p.m. will be processed on the next business day. Federal Student Aid's "Designated Billing Office" (DBO) is: US Department of Education Union Center Plaza Federal Student Aid Administration 830 First Street, NE - Suite 54B1 Washington, D.C. 20201-0001 E-mail: Invoice.Admin@ed.gov Fax: (202) 275-3477 A contractor shall also simultaneously submit copies of the invoice to the Contracting Officer (CO) and one to the Contracting Officer's Representative (COR). The CO and COR should receive copies via the same means as the invoice sent to the DBO. When submitting an invoice via mail, the Contractor shall submit the original invoice and two copies of the invoice. At a minimum, the following items must be addressed in order for the invoice to be considered "proper" for payment: (1) Name and Address of the Contractor. (2) Invoice Number and Invoice Date. (3) The Contract number, contract line item, and if applicable, the order number. (4) Description, quantity, unit of measure, unit price, and extended price of the delivered item or service, as defined in the contract or order. (5) Terms of any offered prompt payment discount. (6) Name, title, and phone number of persons to be notified in event of a defective invoice. (7) The period of time covered by the invoice. (8) Totals, supported by subtotals, and subtotals should be supported by detail (i.e. documentation for categories of labor, hours performed, unit prices) and deliverables provided. (9) If required by this contract or order, receipts must be provided to support documentation of "other direct costs" (ODCs) or materials. (10) Special instructions for finance payments: Invoices for finance payments shall specifically and prominently identify the payment request as follows: REQUEST FOR FINANCING PAYMENT Finance payments are not subject to the Prompt Payment Act. Failure to identify the invoice as a request for financing may result in delay of payment. Invoices that are identified as Requests for Finance Payments shall only include the finance payments listed in the contract. Requests for finance payments shall not be combined with other types of invoice payments. (End of clause) FSA 31-1 CONTRACTOR TRAVEL EXPENSES (APR 2013) Local travel is not an authorized direct expense under this contract. Local travel is defined as travel within a 50-mile radius of the official duty station; and includes such things as regular commuting to and from the place of employment; parking, mileage, and fuel expenses; and any other items that are incidental to local travel. Other-than-local Contractor travel may be required in performance of this contract. The Contractor shall secure authorization to travel in writing from the Contracting Officer prior to incurrence of any costs associated with other-than-local travel. Costs incurred by contractor personnel on authorized travel will be considered allowable for payment as long as the costs are reasonable and consistent with FAR Subpart 31.205-46, as follows: I. Costs for per diem, lodging, and incidental expenses are allowable up to the extent such costs are actual costs and do not exceed the maximum daily travel limitations effective for the city and fiscal year, as identified in the Federal Travel Regulations at http://www.gsa.gov/portal/content/104877. The costs shall be downward adjusted when travel does not take an entire day. II. Costs for airfare are limited to the lowest price available to the Contractor during normal business hours unless such airfare would require travel during unreasonable hours, via circuitous routing, that is not reasonably adequate to meet the traveler's medical or physical needs or that would result in unreasonable costs that would not be offset by travel savings. In order for travel costs to be allowable in the above circumstances, the basis of the exception must be documented and justified. III. All receipts for any travel cost incurrence, above $75, are submitted as supporting documentation, and travel expenses include the following: a. Date and place of the travel (city, town, or other similar destination); b. Purpose of the trip; and, c. Name of the person who incurred the expenses, and the relationship of that person to the Contractor. FSA 4-1 ONLINE REPRESENTATION AND CERTIFICATION UPDATES (APR 2013) The Small Business Administration validates a Contracting Officer's reporting of an awardee's business size in the Federal Procurement Data System by comparing it with contractor-reported data contained in the System for Award Management (SAM) located at https://www.sam.gov/portal/public/SAM/. Even if an offeror elects to execute a hard copy of the offeror's representations and certifications when responding to this solicitation or request for quotation, the offeror is also required to ensure the NAICS identified with this acquisition, and the offeror's corresponding business size, is updated in SAM. (End of clause) FSA 42-1 POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE (JUL 2012) Interim and final evaluations of contractor performance will be prepared on this contract in accordance with FAR 42.15. The system utilized to record past performance evaluations is the Contractor Performance Assessment Reporting System (CPARS), which is a feeder system for the Past Performance Information Retrieval System (PPIRS). The Contractor shall designate a CPARS Representative to administer evaluations for the Contractor. The Representative shall be responsible for reviewing and commenting on proposed ratings and remarks for all assessments forwarded by the Contracting Officer. The first Interim CPAR report shall be assessed after 12 months of contract performance, with Interim reports assessed every 12 months thereafter. If the award value is over the Simplified Acquisition Threshold, and the period of performance is shorter than 12 months, the evaluation shall be assessed at the completion of work. The Contractor will be permitted thirty (30) days to review the evaluation and to submit additional information or a rebutting statement in CPARS. If the Contractor does not comment during the review period, the report shall be finalized after (30) days. The Final contract performance evaluation will be prepared at the time of completion of work. Any disagreement between the parties regarding an evaluation will be referred to the next higher level above the Contracting Officer, whose decision will be final. Copies of the evaluation, contractor responses, and review comments, if any, will be retained as part of the contract file, and will be used to support future award decisions. Copies of completed evaluations can be obtained in CPARS and PPIRS. (End of clause) 3452.201-70 Contracting Officer's Representative (COR) (MAR 2011) (a) The Contracting Officer's Representative (COR) is responsible for the technical aspects of the project, technical liaison with the contractor, and any other responsibilities that are specified in the contract. These responsibilities include inspecting all deliverables, including reports, and recommending acceptance or rejection to the contracting officer. (b) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes that affect the contract price, terms, or conditions. Any contractor requests for changes shall be submitted in writing directly to the contracting officer or through the COR. No such changes shall be made without the written authorization of the contracting officer. (c) The COR's name and contact information: Vicki Ryce US Department of Education Union Center Plaza Federal Student Aid Administration 830 First Street, NE - Suite 61G2 Washington, D.C. 20201-0001 (202) 377-3221 The COR may be changed by the Government at any time, but notification of the change, including the name and address of the successor COR, will be provided to the contractor by the contracting officer in writing.
 

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Record

SN03898314-W 20150924/150922235929-e151cade4b306dc9b008311e1a9d30ad (fbodaily.com)
 

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