Digital Camera System
COMBINED SYNOPSIS/SOLICITATION This is a combined synopsis/solicitation for commercial items and services prepared in accordance with the format in Subpart 13.106-1(b), Soliciting from a single source, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation. Fixed-price quotations are being requested and a written solicitation will not be issued. The solicitation number is 88310319Q00137 and is issued as a Request for Quotation (RFQ). The solicitation document and incorporated provisions and clauses are those in effect tough Federal Acquisition Circular 2019-06 effective September 10, 2019. The associated North American Industrial Classification System (NAICS) code for this procurement is 423410, Photographic Equipment and Supplies Merchant Wholesalers with a Business Size Standard of 200 Employees. The Government intends to issue a contract to Digital Transitions, Inc., for the purchase of a Rapid Capture Imaging Digital Camera System as described in the schedule. The Government reserves the right to issue a contract based on the initial quote without discussions of this procurement. BACKGROUND: The National Archives and Records Administration (NARA) Office of Innovation and Research Services (VN) has been tasked with digitizing 240,000 pages of materials in approximately one year for the Public and government agencies. In accordance with the terms and conditions of this solicitation and resulting contract the Contractor will provide Digital Transformation Camera Equipment, Maintenance and support services to the NARA/VN headquarters office. REQUIREMENTS: See Enclosure1 for Schedule of Prices. Please submit pricing in accordance with the directions and table in the Schedule of Prices. PERIOD OF PERFORMANCE: Thirty Days after Receipt of Order with a one year Warranty. PLACE OF PERFORMANCE: NARA at Archives II, 3301 Metzerott Road, College Park, MD 20783. All equipment, software, installation and services will be delivered to the National Archives and Records Administration, (Archives II) facility. The following provisions and clauses are incorporated and are to remain in full force in any resultant fixed price contract: FAR 52.212-1, Instructions to Offerors-Commercial Item (APR 2018). Evaluation and issuance of the resulting fixed price contract will be in accordance with the procedures of FAR 52.212-2 Evaluation -- Commercial Items (OCT 2014). The contractor's quotation in response to the RFQ will be evaluated to determine if their response meets the requirement of this solicitation. The quoted price will be evaluated to determine price fairness and reasonableness. FAR 52.212-3, Offeror Representations and Certifications-Commercial Items (OCT 2018)-Offeror's shall complete only paragraph (b) of this provision if the offeror has completed the annual representations and certificates electronically at https://www.sam.gov/index.html/#1. If the offeror has not completed the annual representations and certifications electronically at the SAM website, the offeror shall complete only paragraphs (c) tough (m) of this provision--a copy of the provisions can be found at https://www.acquisition.gov/ ; FAR 52.212-4, Contract Terms and Conditions-Commercial Terms (OCT 2018). NARA Terms and Conditions (see Enclosure) are listed as addenda to the FAR clause 52.212-4. FAR 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (May 2019). (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: Paragraph (b) of this clause incorporates by reference the following FAR clauses: 52.222-3 Convict Labor (Jun 2003), 52.222-21 Prohibition of Segregated Facilities (Apr 2015), 52.222-26 Equal Opportunity (SEPT 2016), 52.222-35 Equal Opportunity for Special Disabled Veterans of the Vietnam Era, and Other Eligible Veterans (OCT 2015), 52.222-36 Affirmative Action for Workers with Disabilities (JUL 2014), 52.222-50 Combating Trafficking in Persons (JAN 2019), 52.225-13 Restriction on Certain Foreign Purchases (JUN 2008), ad 52.232-33 Payment by Electronic Funds Transfer - Central Contractor Registration (OCT 2018). One copy of each quotation, Schedule of Prices (see Enclosure), should be mailed to National Archives and Records Administration (NARA), Attention: James Newell, 8601 Adelphi Road, Room 3340, College Park, MD 20740-6001 or e-mailed to: james.newell@nara.gov. Quotations should be received by 1:00 PM EDT on September 23, 2019. Failure to submit your quotation by the due date may result in rejection of the quote. Questions regarding this solicitation must be submitted in writing to Mr. James Newell no later than 12:00PM EDT on September 16, 2019 to be considered. Vendors submitting via e-mail are cautioned to allow one extra business day for delivery and confirm receipt of quotation as the e-mail will need to pass tough IT security. Failure to meet the deadline for receipt may result in rejection of the quotation as untimely. Telephonic responses will not be processed. FedBizOpsNet Numbered Note 1 applies. ENCLOSURE 1 SCHEDULE OF PRICES 1. SUPPLIES AND/OR SERVICES TO BE FURNISHED The purpose of this solicitation and resulting contract is to purchase a Digital Transformation Camera System Equipment to include Software, Installation and a one (1) Year Warranty, for the National Archives Records and Administration (NARA), College Park, MD 20740-6001. This is a fixed price contract. All work shall be performed under the terms and conditions of this contract as Firm-Fixed Price (FFP). The FFP will include the fully burdened cost for delivery, the system equipment, software, and services required by this contract. The Contractor is required to furnish all the equipment, supplies and services that can be identified in advance, both in sufficient detail and quantities, for which a fair and reasonable price can be obtained. 2. PRICING: (a) Each Vendor shall identify the "Unit Price" and "Total Price" for the firm-fixed-priced items and services described in paragraph 3. (b) The "Unit Price" for each CLIN shall be the Vendors price for the item or services identified. . (c) The "Total Price" for each separately price CLIN shall be the "Unit Price" multiplied by the Quantity. (d) The Total Firm-fixed Contract Price shall be the firm-fixed-price of all CLINS identified herein. (End of Clause) 3. SCHEDULE OF PRICES (a) In accordance with this contract, the Contractor shall provide all management, supervision, labor, material, supplies, transportation, and equipment described herein (except as specified to be furnished by the Government in Purchase Description, and shall plan, schedule, coordinate, and assure effective performance at the NARA, locations noted on the equipment list. LINE ITEM NO. (CLIN) SUPPLIES/SERVICE QTY UNIT UNIT PRICE AMOUNT 0001 DTRG3040-AC-U; Digital Transitions 3040, Table for Auto Column. 1 Each 0002 72063000; Phase One iXG 100MP - 72MM Camera CL, with one (1) year Warranty. 1 Each 0003 7470 Kit; Flex Daylight LED Kit 1x Flex Daylight LED Mat. 2 Each 0004 DTINST3; Installation. 1 Each 0005 Shipping. 1 Each Contract Total: ENCLOSURE 2 Purchase Description for the Digital Transformation Camera System 1. Digital Transitions Camera System: The DT Element with Auto Column and Phase One IXG 100MP Camera System with Flex Daylight LED light system is a turnkey digitization station that has the following specifications. 2. Resolution and Sensor Performance: [100mp] The system should capture at a native single-shot resolution of at least 11,000x8500 pixels without scaling. [Auto PPI] When changing to any capture resolution, the system must use a closed loop system (capture head sensor, optical systems and columns' metadata and geometry) to accurately move to the exact height and then validate the requested PPI. This closed loop methodology ensures exact PPI for any subject placed on the imaging table and not just for a pre-programmed preset. This closed loop methodology is critical to ensure every object in a series even, if mounted to a different thickness board, all have the same exact PPI from object to object. Not to be confused with pre set PPI systems, which can only be moved to presets thus not guaranteeing proper focus and resolution if the subject is mounted onto different thickness supports. Sensor size is a primary determining factor in the overall image quality of a camera system. Smaller sensors reduce the ceiling for image quality. The procured system should have a main image sensor at least 50mm x 40mm in size. Occasionally, the capture of light-sensitive materials such as moon prints will be required. Such material requires long shutter speeds for successful and safe digitization. The procured system shall explicitly support captures of up to 1 hour in length. 3. Floor Space: The DT Element is a 30 x 40 platen sized table. The procured equipment should not require floor space beyond the dimensions of 100"x 50". This should include all floor mounted accessories such as lighting, and lighting stands. 4. Vibration and Macro Performance: The procured equipment should perform well for ambient light, or macro application, where vibration is deleterious to image quality. IXG 100 The system should be capable of capture without any mechanical motion, by use of a sensor-based electronic shutter. 5. FADGI Compliance: The system shall perform at or above all FADGI 4-star image-quality metrics per the 2016 version of FADGI. This shall be measured using Open Dice or other FADGI compliant software package such as those offered by Image Science Associates using a ISA Device Level Target. 6. Stability: IXG: The system shall provide autofocus functionality based on any arbitrarily large or small area of the frame, anywhere with the frame. Auto Column: For high magnification work, or bound materials where the focus plane will change height toughout the object, focusing via column is preferred to focusing via lens. This keeps the PPI fixed, as suggested by the FADGI guidelines. The column of the selected system must be precise enough for this use; movement must be at least as precise as 1/3rd of a millimeter per movement. As the procured equipment will be used for mass digitization it's important that focus be stable from one shot to another, and from one digitization session to another. Therefore the procured equipment shall have a focus system which does not drift regardless of camera orientation. For speed of workflow it's important that this lack-of-drifting not be dependent on a lock. When left overnight, without the use of separate mechanical restraint such as a rubber band or tape, the camera focus should not change by more than 1mm of subject height at 600ppi. The position of the lens and digital back shall be affixed by supports on all sides. Bellows-type cameras with standards which are only affixed on one side (at the rail) do not meet this requirement as they do not provide sufficient guard of the planarity between sensor and lens mount. When turning the system off and back on, the focus shall retain or return to its previous location within 0.5% of the resulting capture PPI. 7. Software Component: Provided camera software "Phase One Capture One Cultural Heritage" shall allow for auto cropping and auto de-skewing features as well as "live view", autofocus and auto column control capabilities for the DT Element. Software allows for automated control of the camera and camera column. In combination with autofocus, auto crop and de-skew, the operator also has control over the column with auto column feature so that the operator experience is seamless from start to finish of project. Software should also include a "resolution ruler" as well as provide a means of assessing L*A*B color space. Capture client Software must also natively support the creation of a TIFF 16 bit RGB file with the device profile embedded into and not converted to a working space like Adobe, sRGB or ECI RGB. This ensures that all the capture information is saved and not potentially discarded when converted to a working space like Adobe, sRGB, or ECI RGB. 8. Speed of Operation: The minimum time between captures should not exceed 3". An operator should be able to complete at least 20 complete capture cycles in a continuous one minute period. Changing batteries requires downtime that slows productivity. The procured system should be capable of running entirely from AC power. 9. Output Requirements: The procured system should be capable of producing raw files to allow non-destructive post-capture batch editing (see Batch Editing). The procured system's output should include the following derivatives: Tee channel (RGB) 8 Bit TIFF (24 bit). Tee channel (RGB) 16 Bit TIFF (48 bit). JPG2000 (a standard JPG shall not fulfill this requirement) 10. Warranty: The DT Element Will come with a 1 Year Warranty. The IXG Camera and Lens System will come with a 1 Year Warranty. The Flex Daylight Lighting will come with a 1 Year Warranty. 11. Upgradeability: The Camera system should be able to be upgraded to the latest technology without having to upgrade the entire digital bench. End of Description ENCLOSURE 3 CONTRACT ADMINISTRATION 1. VENDOR RESPONSIBILITY The Vendor is responsible for the day-to-day inspection and monitoring of the Vendor work performed to ensure compliance with contract requirements. The results of all the Vendor quality control inspections conducted must be documented on inspection checklists and be made available to the Government during the term of the contract. 2. GOVERNMENT CONTRACT ADMINISTRATION (a) This contract will be administered by: National Archives and Records Administration Office of the Chief Acquisition Officer, Z 8601 Adelphi Road, Room 3340 College Park, MD 20740-6001 (b) Contract Administration: James Newell, Contract Specialist (CS) Telephone: (301) 837-1502 The Contracting Officer (CO) has the overall responsibility for the administration of this contract. Written communication to the Contract Specialist (CS) must make reference to the contract number and must be mailed, postage prepaid, to the above address. (c) Contracting Officer (CO) Any Z Warranted Contracting Officer (CO) The CO alone, without delegation, is authorized to take actions on behalf of the Government to amend, modify, or deviate from the contract terms, conditions, requirements, specifications, details and/or delivery schedules; make final decisions on disputed deductions from contract payments for non-performance or unsatisfactory performance; terminate the contract for convenience or default; and issue final decisions regarding contract questions or matters under dispute. However, the CO may delegate certain other responsibilities to authorized representatives. 3. DESIGNATION OF POINT OF CONTACT (POC) (a) POC: TBD Phone: 301-837-XXXX E-Mail: @nara.gov The individual named above is designated as the Contracting Officer's Representative (POC) to assist the CS in the discharge of the CS's responsibilities. The POC is responsible for monitoring, giving progress reports to the CS and overall technical surveillance of services to be performed under this task order and should be contacted regarding questions or problems of a technical nature. The POC will approve all invoices for payment. The POC will not establish an agreement, modification, change order, or other matter deviating from the terms of the basic task order between the Vendor and any person other than the CO be effective or binding upon the Government. 4. INVOICE SUBMISSION REQUIREMENTS A. The preferred method for invoicing is tough the Invoice Processing Platform (IPP) which is a secure web-based electronic invoicing and payment information system. This service is provided by the U.S. Treasury's Bureau of the Fiscal Service free of charge to federal agencies and contractors. IPP allows contractors to view information regarding their contracts and orders, electronically submit invoices and view payment information. B. The IPP website address is https://www.ipp.gov. Contractors can obtain enrollment assistance by contacting the Fiscal Service Accounts Payable Help Desk via e-mail at AccountsPayable@fiscal.treasury.gov or by phone at 304-480-8000, Option 7. C. Contractors that are not able to utilize the IPP system for submitting payment requests may submit invoices electronically by e-mail to NAR@bpd.treas.gov. Microsoft Excel, Adobe Acrobat Portable Document Format (PDF) and Microsoft Word are acceptable formats. D. Invoices for services shall be submitted monthly unless otherwise stated elsewhere in the contract. E. For invoice and payment questions call the Fiscal Service AP Help Desk at 304-480-8000, Option 7. DISTRIBUTION LIST: (X) Contract File - Original (X) Contractor - 1 Copy (X) Requesting Office - 2 Copies (X) Invoice Approver - COR/POC - ( ) NAF - Property (e-mail: HQ-NARA-NAF-PMB) ( ) AII Loading Dock 5. INVOICE CERTIFICATION a. The COR will review a copy of each invoice for correctness, services performed, etc. The COR will certify the invoice and: (1) Submit it to the payment office for payment; or (2) Authorize reimbursement by Government purchase card. b. If the COR disagrees with the invoice, the COR will immediately: (1) Notify the Contracting Officer and paying office; (2)Withhold certification or, if applicable, Government purchase card reimbursement; (3)Contact the Vendor to resolve any discrepancies; (4) Obtain a corrected invoice; as appropriate; and (5) Forward the corrected invoice to the paying office or authorize Government purchase card reimbursement. c. If only a portion of the invoice costs are in dispute, the CO or COR, if assigned, will certify only the undisputed costs and, as appropriate, submit the invoice to the payment office for partial payment or authorize only partial Government purchase card payment. The COR will work with the Vendor to resolve any remaining disputed costs. d. If the COR cannot resolve the invoice discrepancy with the Vendor, or if a problem has been noted with the Vendor's performance, the COR must notify the Contracting Officer, in writing, with details of the problem. 6. PAYMENT (a) Payments must be made on a calendar month basis in arrears of services rendered upon submission of a proper invoice. Payments will be due on the 30th calendar day after receipt of a proper invoice, or on the 30th calendar day after the date the services were accepted by the government, whichever is later. (1) No contract payments will be made by check. Invoice payments will be made electronically in accordance with FAR 52.232-33, Payment by Electronic Funds Transfer-Central Vendor Registration. (2) The date of payment by wire transfer tough the Treasury Financial Communications System must be considered to be the date payment is made. (b) The Vendor will be paid for the work called for in Enclosure 2 and identified and set forth in the "Line Item Description" located in Enclosure 1 of this contract. Payment for completed services will be made monthly upon submission of the Vendor's properly certified invoice. 7. FINAL PAYMENT Before final NARA payment is made, the Vendor must furnish to the CO a written release of all claims against the Government arising by virtue of the contract, other than claims in stated amounts as may be specifically excluded by the Vendor from the operation of the release. If the Vendor's claim to amounts payable under the contract has been assigned under the Assignment of Claims Act of 1940, as amended (31 U.S.C. 203, 41 U.S.C. 15), a release may also be requested of the assignee. To ensure that all necessary adjustments for non-performance or unsatisfactory performance have been made and a release of claims has been submitted before the contract is closed out, the final NARA payment will be made in thirty (30) calendar days after receipt of a proper invoice, date of completion of performance, or receipt of release of claims by the CO, whichever is later. 8. 52.252-2, CLAUSES INCORPORATED BY REFERENCE (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make the full text available. a. FAR 52.242-15: STOP WORK ORDER. (AUG 1989) The full text of a clause may be accessed electronically at this address: https://acquisition.gov. ENCLOSURE 4 ADDITIONAL TERMS AND CONDITIONS 1. S ECURITY OF INFORMATION AND PROTECTION OF CONTROLLED UNCLASSIFIED INFORMATION, INCLUDING PERSONALLY IDENTIFIABLE INFORMATION (APRIL 2017) (a) Applicability This clause applies to all controlled unclassified information, which may include personally identifiable information, as defined in Section B, regardless of the medium in which it is found and includes paper records. (b) Definitions. As used in this clause: "Breach" means the loss of control, compromise, unauthorized disclosure, unauthorized acquisition, unauthorized access, or any similar situation where persons other than authorized users, and for other than authorized purpose, have access or potential access to personally identifiable information, in usable form whether physical or electronic. "Controlled Unclassified Information" means information the Government creates or possesses, or that an entity creates or possesses for or on behalf of the Government, that a law, regulation, or Government-wide policy requires or permits an agency to handle using safeguarding or dissemination controls. However, CUI does not include classified information or information a non-executive branch entity possesses and maintains in its own systems that did not come from, or was not created or possessed by or for, an executive branch agency or an entity acting for an agency. Law, regulation, or Government-wide policy may require or permit safeguarding or dissemination controls in tee ways: Requiring or permitting agencies to control or protect the information but providing no specific controls, which makes the information CUI Basic; requiring or permitting agencies to control or protect the information and providing specific controls for doing so, which makes the information CUI Specified; or requiring or permitting agencies to control the information and specifying only some of those controls, which makes the information CUI Specified, but with CUI Basic controls where the authority does not specify. "Personally identifiable information (PII)" means any information that permits the identity of an individual to be directly or indirectly inferred, including any other information that is linked or linkable to that individual regardless of whether the individual is a citizen of the United States, legal permanent resident, or a visitor to the United States. Examples of PII include the following: (1) Name. (2) Date of birth. (3) Mailing address. (4) Telephone number. (5) Social Security Number. (6) Email address. (7) Zip code. (8) Account numbers. (9) Certificate/license numbers. (10) Vehicle identifiers including license plates. (11) Uniform resource locators (URLs). (12) Internet protocol addresses. (13) Biometric identifiers (e.g., fingerprints). (14) Photographic facial images. (15) Any other unique identifying number or characteristic. (16) Any information where it is reasonably foreseeable that the information will be linked with other information to identify the individual. "Sensitive personally identifiable information (sensitive PII)" means a subset of PII, which if lost, compromised or disclosed without authorization, could result in substantial harm, embarrassment, inconvenience, or unfairness to an individual. (1) Complete social security numbers, alien registration numbers (A-number) and biometric identifiers (such as fingerprint, voiceprint, or iris scan) are considered sensitive PII even if they are not coupled with additional PII. (2) Additional examples include any grouping of information that contains an individual's name or other unique identifier plus one or more of the following elements: (i) Driver's license number, passport number, or truncated social security number (such as last 4 digits); (ii) Date of birth (month, day, and year); (iii) Citizenship or immigration status; (iv) Financial information such as account numbers or electronic funds transfer information; (v) Medical information; and/or (vi) System authentication information such as mother's maiden name, account passwords or personal identification numbers. (3) Other PII may be "sensitive" depending on its context, such as a list of employees with less than satisfactory performance ratings or an unlisted home address or phone number. In contrast, a business card or public telephone directory of agency employees contains PII but it is not sensitive. (c) Data Security. (1) The Vendor shall limit access to the data covered by this clause to those employees and subcontractor who require the information in order to perform their official duties under this task order. (2) The Vendor employees, and subcontractors must physically or electronically secure CUI, which may include sensitive PII, when not in use and/or under the control of an authorized individual, and when in transit to prevent unauthorized access or loss. (3) When CUI is no longer needed or required to be retained under applicable Government records retention policies, it must be destroyed in accordance with NIST 800-88 standards. (4) The Vendor shall only use CUI obtained under this task order for purposes of the Vendor; it shall not be disclosed, released, disseminated, or published without the prior written consent of the Contracting Officer. (5) If it is established elsewhere in this task order that information to be utilized under this task order, or a portion thereof, is subject to the Privacy Act, The Vendor shall follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act. (6) At expiration or termination of this task order, the Vendor shall turn over all CUI obtained under the Vendor that is in its possession. (d) Systems Access. Work to be performed under this task order may require the handling of CUI, including PII. The Vendor shall provide the Government access to, and information regarding those systems handling CUI, including sensitive PII for the Government under the Vendor, when requested by the Government, as part of the Vendor's responsibility to ensure compliance with security requirements, and shall otherwise cooperate with the Government in assuring compliance with such requirements. Government access shall include independent testing of controls, system penetration testing by the Government, Federal Information Security Management Act data reviews, and access by agency Inspectors General (IG) forreviews. When requested by the NARA CO or COR or other NARA official as described herein, in connection with NARA's efforts to ensure compliance with security requirements and to maintain and safeguard against teats and hazards to the security, confidentiality, integrity, and availability of NARA Information, Vendor shall provide NARA, including the NARA OIG, (1) access to any and all information and records, including electronic information, regarding a Covered Information System, and (2) physical access to Vendor's facilities, installations, systems, operations, documents, records, and databases. Such access may include independent validation testing of controls, system penetration testing, and FISMA data reviews by NARA or agents acting on behalf of NARA, and such access shall be provided within 72 hours of the request. Additionally, the Vendor shall cooperate with NARA's efforts to ensure, maintain, and safeguard the security, confidentiality, integrity, and availability of NARA information. (e) Systems Security. (1) In performing its duties related to management, operation, and/or access of systems containing PII under this task order, the Vendor, its employees and subcontractors shall comply with all applicable security requirements and rules of conduct applicable to the agency's systems as described in: a) NARA Directive 1608 http://www.archives.gov/foia/directives/nara1608.pdf and b) FedRAMP baseline controls for moderate IT systems. (2) In addition, the use of Vendor-Owned laptops or other portable storage devices to process or store sensitive PII is prohibited under this task order until the Vendor provides, and the Contracting Officer, in coordination with the Senior Agency Official for Privacy (SAOP) or the SAOP designee, approves the Vendor's written acknowledgment that the following requirements are met: (i) Laptops and other portable storage devices must employ encryption that is NIST Federal Information Processing Standard (FIPS) 140-2 validated (or its successor) http://csrc.nist.gov/publications/PubsFIPS.html, and approved. (ii) The Vendor has developed and implemented a process to ensure that security and other applications software are kept current. (iii) Mobile computing devices utilize anti-virus software and a host-based firewall mechanism. (iv) Removable media, such as hard drives, flash drives, devices with flash memory, CDs and floppy disks containing CUI, which may include sensitive PII shall not be removed from a Government facility unless they are encrypted using a NIST FIPS 140-2 or successor approved product. (v) When no longer needed, all removable media, hard drives, and flash memory shall be destroyed in accordance with Government security requirements identified in NARA's Media Protection Methodology. (vi) The Vendor shall maintain an accurate inventory of devices used in the performance of this task order. (3) All NARA information obtained under this task order shall be removed from Vendor-Owned information technology assets at the direction of the Contracting Officer or Contracting Officer's Representative. Removal must be accomplished in accordance with standard FedRAMP controls for media protection in moderate IT systems and NIST 800-88 standards. Certification of data removal will be performed by the Vendor's Project Manager and written notification confirming acknowledgment will be delivered to the Contracting Officer within 30 days of the direction to remove the information. (4) Back up or mirrors of any systems or files containing CUI shall be treated in the same manner as the original data containing CUI, with the same protections and obligations. (5) The Vendor shall require FIPS 140-2 (or successor) encryption of any sensitive PII when transmitted electronically across the Internet or other public works. (f) Breach Notification to Government. (1) The Vendor has been provided with: NARA Directive 1608, and is aware of its roles, responsibilities, and relationship with the Government in case of data breach. (2) In the event of any actual or suspected breach of sensitive PII, the Vendor shall immediately, and in no event later than one hour of discovery, report the breach to the Contracting Officer, the COR, the Senior Agency Official for Privacy (currently NARA's General Counsel garymstern@nara.gov) and the Chief Information Officer (only for IT requirements) in accordance with NARA Directive 1608. (3) The Vendor is responsible for positively verifying that notification is received and acknowledged by appropriate Government parties identified in subparagraph (2) above. (4) In the event of a confirmed, potential or suspected Security Breach, involving unauthorized exposure, loss of control, compromise, exfiltration, manipulation, disclosure, acquisition, or accessing of any Covered Information System or any NARA Information accessed by, retrievable from, processed by stored on, or transmitted within, to or from any such system, Vendor shall immediately (and in no event later than within 1 hour of discovery) report any Confirmed Breach to the NARA CO and the CO's Representative (''COR"). (5) NARA, at its sole discretion, may obtain, and Vendor will permit, the assistance of other federal agencies and/or third party contractors or firms to aid in response activities related to any security incident, PII or Security Breach. Additionally. NARA, at its sole discretion, may require Vendor to retain at Vendor's expense, a Third Party assessing Organization (3PAO) acceptable to NARA, with expertise in incident response, compromise assessment, and federal security control requirements, to conduct a thorough vulnerability and security assessment of all affected Information Systems. (6) Any report submitted in accordance with paragraphs (1), (2) and (3) above, shall identify (I) both the Information Systems and NARA Information involved or at risk, including the type, amount, and level of sensitivity of the NARA Information and, if the NARA Information contains PII, the estimated number of unique instances of Pll, (2) all steps and processes being undertaken by Vendor to minimize, remedy, and/or investigate the Security Incident, (3) any and all other information as required by the USCERT Federal Incident Notification Guidelines, including the functional impact, information impact, impact to recoverability, teat vector, mitigation details, and all available incident details; and (4) any other information specifically requested by the NARA. Vendor shall continue to provide written updates to the NARA CO regarding the status of the Security incident at least every tee (3) calendar days until informed otherwise by the NARA CO. (7) Response activities related to any security incident or PII or Security Breach undertaken by NARA, including activities undertaken by Vendor, other federal agencies, and any third-party contractors or firms at the request or direction of NARA, may include inspections, investigations, forensic reviews, data analyses and processing, and final determinations of responsibility for the Security Incident and/or liability for any additional response activities. Vendor shall be responsible for all costs and related resource a locations required for all such response activities related to any Security Incident or Breach, including the cost of any penetration testing. (g) Personally Identifiable Information Notification Requirement Vendor certifies that it has a security policy in place that contains procedures to promptly notify any individual whose Personally Identifiable Information ("PII") was, or is reasonably determined by NARA to have been, compromised. Any notification shall be coordinated with the NARA CO and shall not proceed until NARA has made a determination that notification would not impede a law enforcement investigation or jeopardize national security. The method and content of any notification by Vendor shall be coordinated with, and subject to the approval of NARA. Vendor shall be responsible for taking corrective action consistent with NARA Data Breach Notification Procedures and as directed by the NARA CO, including all costs and expenses associated already covered by above clauses added in PII clause with such corrective action, which may include providing credit monitoring to any individuals whose Pll was actually or potentially compromised. All determinations regarding whether and when to notify individuals and/or federal agencies potentially affected by a Security Incident, Breach, or PII Breach will be made by NARA senior officials at NARA's discretion. (h) Flowdown of security requirements to subcontractors. (1) The Vendor shall incorporate the substance of this clause, its terms and requirements including this paragraph (g), in all subcontracts under this task order, and require written subcontractor acknowledgement of same. (2) Violation by a subcontractor of any provision set forth in this clause will be attributed to the Vendor. 2. CONTRACTOR NOTICE TO THE GOVERNMENT OF DELAYS In the event the contractor encounters difficulty in meeting performance requirements, or when he/she anticipates difficulty in complying with the contract schedule, or whenever the contractor has knowledge that any actual or potential situation is delaying or teatens to delay the timely performance of this contract, the contractor must immediately notify the Contracting Officer and the COR, in writing, giving the pertinent details. However, the contractor's data must be informational only in character. This provision must not be construed as a waiver by the Government of any delivery schedule or date, or any rights or remedies provided by law or under this contract. 3. CONFIDENTIALITY OF INFORMATION (a) Confidential information is any information that, if subject to unauthorized access, modification, loss, or misuse could adversely affect the national interest, the conduct of Federal programs, or the privacy of individuals, but has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy. Confidential information also includes proprietary data and information for which other restrictions on access apply. (b) The Contracting Officer and the Vendor may, by mutual consent, identify elsewhere in this contract specific information and/or categories of information which the Government will furnish to the Vendor or that the Vendor is expected to generate which is confidential. Similarly, the Contracting Officer and the Vendor may, by mutual consent, identify such confidential information from time to time during the performance of the contract. Failure to agree will be settled pursuant to the "Disputes" clause. (c) While in the course of performance of this contract, the Vendor may have access to confidential information and communications, including but not limited to Personally Identifiable Information (PII). Confidential information may be contained in printed material or on electronic media. The Vendor shall preserve the confidentiality of all such information and communications and agrees not to disclose, release, disseminate, or publish any such information or communications for any purposes whatsoever without the prior approval of the Contracting Officer. Failure to comply with the provisions of this Paragraph will be grounds for Termination for Default and the Vendor may be liable for damages. This provision shall survive the expiration or termination of the period of performance of this contract. (d) If it is established elsewhere in this contract that information to be utilized under this contract, or a portion thereof, is subject to the Privacy Act, The Vendor shall follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act. (e) During the course of the performance of this contract, the Vendor may have access to and use of data and information which may be considered proprietary by other Vendors, or which may otherwise be of such a nature that its dissemination or use, other than in performance of this contract, would be adverse to the interest of NARA and these other Vendors. (f) Except as may be otherwise agreed to with these other Vendors, the Vendor agrees that it will not use, disclose or reproduce proprietary data and information belonging to these other Vendors other than as required in the performance of this contract; provided, however, that nothing herein shall be construed as: (1) precluding the use of any such data or information independently acquired by the Vendor without such limitation; or (2) prohibiting an agreement at no cost to NARA between the Vendor and these Vendors which provides for greater rights to the Vendor. (g) When considering a request to disclose, release, disseminate, or publish confidential information, the Contracting Officer will consult with appropriate program and legal officials. (h) At the discretion of the Contracting Officer, the Vendor's employees may be required to sign a non-disclosure agreement prior to performing any work under this contract. (i) The terms of this paragraph apply to all Vendor employees, subcontractors and consultants and must be incorporated into any subcontract. 4. NARA PROTECTION OF PII AND KEEP HARD DRIVE: (a) In accordance with NARA policy, NARA will take title to all electronic storage devices, including but not limited to hard drives that may contain Personally Identifiable Information (PII). NARA will not allow the removal of any electronic storage device that may contain PII data from its facilities by a contractor, including individuals performing maintenance on equipment, devices or systems. This provision applies even in the event the equipment is leased. NARA will handle the destruction of this hardware internally. This provision must flow down to all subcontracts, including those for maintenance. (b) If the Vendor comes into possession of an electronic storage device that may contain PII, the Vendor will immediately notify the Contracting Officer and return the electronic storage device to NARA. Vendor will protect the confidentiality of the electronic storage device and will not access, disclose, release, disseminate, or publish any of the information on the electronic storage device. 5. 52.212-4 -- Contract Terms and Conditions -- Commercial Items. (Oct 2018) (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 tee 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, 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 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) Reserved (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 tough 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) Alternate I (Jan 2017) When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause. (a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work. (2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties. (3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier. (4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.] (5) (i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may- (A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or (B) Terminate this contract for cause. (ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract. (6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to-- (i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or (ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified. (7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract. (8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract. (9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property. (e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause- (i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service. (ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are- (A) Performed by the contractor; (B) Performed by the subcontractors; or (C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control. (iii) Materials means- (A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control; (B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract; (C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.); (D) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and (E) Indirect costs specifically provided for in this clause. (iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders. (i) Payments. (1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer: (i) Hourly rate. (A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis. (B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer. (C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative. (D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract. (E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis. (1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated. (2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract. (3) If the Schedule provided rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer. (ii) Materials. (A) If the Contractor furnishes materials that meet the definition of a commercial item at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor's established catalog or market price, adjusted to reflect the-- (1) Quantities being acquired; and (2) Any modifications necessary because of contract requirements. (B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor- (1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or (2) Makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice. (C) To the extent able, the Contractor shall- (1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and (2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract. (D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed. (1) Other direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: [Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert "None" if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert 'None'."] (2) Indirect Costs (Material handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: [Insert a fixed amount for the indirect costs and payment schedule. Insert "tiny_mce_marker" if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert 'None'."] (2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract. (3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price. (4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer): (i) Records that verify that the employees whose time has been included in any invoice met the qualifications for the labor categories specified in the contract. (ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment- (A) The original timecards (paper-based or electronic); (B) The Contractor's timekeeping procedures; (C) Contractor records that show the distribution of labor between jobs or contracts; and (D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices. (iii) For material and subcontract costs that are reimbursed on the basis of actual cost- (A) Any invoices or subcontract agreements substantiating material costs; and (B) Any documents supporting payment of those invoices. (5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government within 30 days will pay any such increases, unless the parties agree otherwise. The Contractor's payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an invoice payment, the Contractor shall- (i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the- (A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (B) Affected contract number and delivery order number, if applicable; (C) Affected line item or subline item, if applicable; and (D) Contractor point of contact. (ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer. (6) (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, and then at the rate applicable for each six month period as established 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 in a timely manner; (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 FAR 32.60702). (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. (viii) Upon receipt and approval of the invoice designated by the Contractor as the "completion invoice" and supporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise. The completion invoice, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing) from the date of completion. (7) Release of claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions. (i) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exact statement by the Contractor. (ii) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier. (iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents. (8) 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. (9) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause. (10) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made. (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 an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that 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 that 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 written request, with adequate assurances of future performance. Subject to the terms of this contract, the Contractor shall be paid an amount computed under paragraph (i) Payments of this clause, but the "hourly rate" for labor hours expended in furnishing work not delivered to or accepted by the Government shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified in paragraph (a)(4) of this clause, the portion of the "hourly rate" attributable to profit shall be 10 percent. In the event of termination for cause, 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. End of Clause 6. 52.212-5 -- Contract Terms and Conditions Required to Implement Statutes and Executive Orders--Commercial Items. (May 2019) (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) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)). (2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91). (3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015) (4) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553). (5) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C. 3805 note)). (b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: [Contracting Officer check as appropriate.] x__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402). x__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509). x__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 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 (Oct 2018) (Pub. L. 109-282) (31 U.S.C. 6101 note). ___ (5) [Reserved] ___ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C). ___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C). x__ (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015) (31 U.S.C. 6101 note). x__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313). ___ (10) [Reserved] ___ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a). ___ (ii) Alternate I (Nov 2011) of 52.219-3. ___ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a). ___ (ii) Alternate I (Jan 2011) of 52.219-4. ___ (13) [Reserved] ___ (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644). ___ (ii) Alternate I (Nov 2011). ___ (iii) Alternate II (Nov 2011). ___ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644). ___ (ii) Alternate I (Oct 1995) of 52.219-7. ___ (iii) Alternate II (Mar 2004) of 52.219-7. x__ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)). ___ (17) (i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (15 U.S.C. 637 (d)(4)). ___ (ii) Alternate I (Nov 2016) of 52.219-9. ___ (iii) Alternate II (Nov 2016) of 52.219-9. ___ (iv) Alternate III (Nov 2016) of 52.219-9. ___ (v) Alternate IV (Aug 2018) of 52.219-9. ___ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)). ___ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)). ___ (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)). ___ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f). ___ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)). ___ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)). ___ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)). x__ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755). x__ (26) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2018) (E.O. 13126). x__ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). x__ (28) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246). ___ (ii) Alternate I (Feb 1999) of 52.222-26. x__ (29) (i) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212). ___ (ii) Alternate I (July 2014) of 52.222-35. x__ (30) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793). ___ (ii) Alternate I (July 2014) of 52.222-36. x__ (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212). x__ (32) 52.222-40, Notification of Employee Rights under the National Labor Relations Act (Dec 2010) (E.O. 13496). x__ (33) (i) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22 U.S.C. chapter 78 and E.O. 13627). ___ (ii) Alternate I (Mar 2015) of 52.222-50, (22 U.S.C. chapter 78 and E.O. 13627). x__ (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 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.) ___ (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.) ___ (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.) x__ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O.13693). ___ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693). x__ (38) (i) 52.223-13, Acquisition of EPEAT -Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514 ___ (ii) Alternate I (Oct 2015) of 52.223-13. ___ (39) (i) 52.223-14, Acquisition of EPEAT -Registered Television (Jun 2014) (E.O.s 13423 and 13514). ___ (ii) Alternate I (Jun 2014) of 52.223-14. x__ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b). x__ (41) (i) 52.223-16, Acquisition of EPEAT -Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514). ___ (ii) Alternate I (Jun 2014) of 52.223-16. x__ (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011) (E.O. 13513). x__ (43) 52.223-20, Aerosols (Jun 2016) (E.O. 13693). x__ (44) 52.223-21, Foams (Jun 2016) (E.O. 13696). x__ (45) (i) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a). ___ (ii) Alternate I (Jan 2017) of 52.224-3. x__ (46) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83). x__ (47) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (May 2014) (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). ___ (ii) Alternate I (May 2014) of 52.225-3. ___ (iii) Alternate II (May 2014) of 52.225-3. ___ (iv) Alternate III (May 2014) of 52.225-3. x__ (48) 52.225-5, Trade Agreements (Aug 2018) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note). x__ (49) 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). ___ (50) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note). ___ (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150). ___ (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150). ___ (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)). ___ (54) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)). x__ (55) 52.232-33, Payment by Electronic Funds Transfer--System for Award Management (Oct 2018) (31 U.S.C. 3332). ___ (56) 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management (Jul 2013) (31 U.S.C. 3332). ___ (57) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332). x__ (58) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a). x__ (59) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(13)). ___ (60) (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). ___ (ii) Alternate I (Apr 2003) of 52.247-64. ___ (iii) Alternate II (Feb 2006) 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.] ___ (1) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495) __ (2) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67.). __ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67). __ (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (Multiple Year and Option Contracts) (Aug 2018) (29 U.S.C.206 and 41 U.S.C. chapter 67). ___ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67). ___ (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67). ___ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67). __ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O. 13658). __ (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706). ___ (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792). (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 teshold, 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 (Jan 2019) (41 U.S.C. 3509). (ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)). (iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91). (iv) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (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 $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (v) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17. (vi) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). (vii) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246). (viii) 52.222-35, Equal Opportunity for Veterans (Oct 2019) (38 U.S.C. 4212). (ix) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793). (x) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212). (xi) 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. (xii) 52.222-41, Service Contract Labor Standards (Aug 2018), (41 U.S.C. chapter 67). (xiii) (A) 52.222-50, Combating Trafficking in Persons (Jan 2019) (22 U.S.C. chapter 78 and E.O. 13627). (B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O. 13627). (xiv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67.) (xv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67) (xvi) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989). (xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015). (xviii) 52.222-62, Paid sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706). (xix) (A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a). (B) Alternate I (Jan 2017) of 52.224-3. (xx) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note). (xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6. (xxii) 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) Alternate I (Feb 2000). As prescribed in 12.301(b)(4)(i), delete paragraph (d) from the basic clause, redesignate paragraph (e) as paragraph (d), and revise the reference to "paragraphs (a), (b), (c), or (d) of this clause" in the redesignated paragraph (d) to read "paragraphs (a), (b), and (c) of this clause". Alternate II (Jan 2019). As prescribed in 12.301(b)(4)(ii), substitute the following paragraphs (d)(1) and (e)(1) for paragraphs (d)(1) and (e)(1) of the basic clause as follows: (d) (1) The Comptroller General of the United States, an appropriate Inspector General appointed under section 3 or 8G of the Inspector General Act of 1978 (5 U.S.C. App.), or an authorized representative of either of the foregoing officials shall have access to and right to- (i) Examine any of the Contractor's or any subcontractors' records that pertain to, and involve transactions relating to, this contract; and (ii) Interview any officer or employee regarding such transactions. (e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), and (c), of this clause, the Contractor is not required to flow down any FAR clause in a subcontract for commercial items, other than- (i) Paragraph (d) of this clause. This paragraph flows down to all subcontracts, except the authority of the Inspector General under paragraph (d)(1)(ii) does not flow down; and (ii) Those clauses listed in this paragraph (e)(1). Unless otherwise indicated below, the extent of the flow down shall be as required by the clause- (A) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509). (B) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). C) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91). (D) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (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 $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (E) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). (F) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246). (G) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212). (H) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793). (I) 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. (J) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67). (K) ____ (1) 52.222-50, Combating Trafficking in Persons (Jan 2019) (22 U.S.C. chapter 78 and E.O. 13627). ___ (2) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O. 13627). (L) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67). (M) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67). (N) 52.222-54, Employment Eligibility Verification (Oct 2015) (Executive Order 12989). (O) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015). (P) 52.222-62, Paid sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706). (Q) (1) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a). (2) Alternate I (Jan 2017) of 52.224-3 (R) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note). (S) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6. (T) 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. In lieu of the clause at FAR 52.212-5, use the following clause in solicitations and contracts when utilizing FAR part 12 procedures for the acquisition of commercial items and the clause logic capability available in the Standard Procurement System. 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS-COMMERCIAL ITEMS (DEVIATION 2018-O0021) (SEP 2018) (a) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (a) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition teshold, 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. (b)(1) Notwithstanding the requirements of any other clauses of this contract, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (b) (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 (Oct 2015) (41 U.S.C. 3509). (ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)). (iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91). (iv) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (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 $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (v) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17. (vi) 52.222-21, Prohibition of Segregated Facilities (APR 2015). (vii) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246). (viii) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212). (ix) 52.222-36, Equal Opportunity for Workers with Disabilities (July 2014) (29 U.S.C. 793). (x) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212). (xi) 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. (xii) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67). (xiii)(A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627). (B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627). (xiv) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67). (xv) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67). (xvi) 52.222-54, Employment Eligibility Verification (Oct 2015) (E.O. 12989). (xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015). (xviii) 52.222-62 Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706). (xix)(A) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a). (B) Alternate I (JAN 2017) of 52.224-3. (xx) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note). (xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6. (xxii) 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) Alternate I (2018-O0021) (SEP 2018). As prescribed in 12.301(b) (4)(i), delete paragraph (a) from the basic clause, redesignate paragraph (b) (1) as paragraph (a), and redesignate paragraphs (b) (1) (i) tough (b) (1) (xiv) as paragraphs (a) (1) tough (a) (14) and redesignate paragraph (b)(2) as paragraph (b). Alternate II (2018-O0021) (Sep 2018). As prescribed in 12.301(b)(4)(ii), substitute the following paragraphs (a)(1) and (b)(1) for paragraphs (a)(1) and (b)(1) of the basic clause as follows: (a)(1) The Comptroller General of the United States, an appropriate Inspector General appointed under section 3 or 8G of the Inspector General Act of 1978 (5 U.S.C. App.), or an authorized representative of either of the foregoing officials shall have access to and right to- (i) Examine any of the Contractor's or any subcontractors' records that pertain to, and involve transactions relating to, this contract; and (ii) Interview any officer or employee regarding such transactions. (b)(1) Notwithstanding the requirements of any other clause in this contract, the Contractor is not required to flow down any FAR clause in a subcontract for commercial items, other than- (i) Paragraph (a) of this clause. This paragraph flows down to all subcontracts, except the authority of the Inspector General under paragraph (a)(1)(ii) does not flow down; and (ii) Those clauses listed in this paragraph (b)(1). Unless otherwise indicated below, the extent of the flow down shall be as required by the clause- (A) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015)(41 U.S.C. 3509). (B) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (C)Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018)(Section 1634 or Pub. L. 115-91). (D) 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 $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (E) 52.222-1, Prohibition on Segregated Facilities (Apr 2015) (F) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246). (G) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212). (H) 52.222-36, Equal Opportunity for Workers with Disabilities (July 2014) (29 U.S.C. 793). (I) 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. (J) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. Chapter 67). (K)__(1) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. Chapter 78 and E.O. 13627). __(2) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. Chapter 78 and E.O. 13627). (L) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. Chapter 67). (M) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67). (N) 52.222-54, Employment Eligibility Verification (Oct 2015)(E.O. 12989). (O) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015). (P) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017)(E.O. 13706). (Q)(1) 52.224-3, Privacy Training (Jan 2017)(5 U.S.C. 552a). (2) Alternate I (Jan 2017) of 52.224-3. (R) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016)(Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note). (S) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C.1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6. (T) 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. (End of Clause) 7. STOP WORK CANCELLATION The Vendor is required to report to work and resume full contract performance within six (6) hours of receiving notifications of the stop work cancellation unless otherwise instructed by the CO and/or COR. 8. SOLICITATION PROVISIONS: (a) The Vendor must provide the Taxpayer Identification Number in accordance with FAR 52.204-3. The Vendor must provide the Contractor Identification Number - Data Universal Numbering System (DUNS) FAR 52.204-6. (b) Exceptions Taken to any Terms and Conditions Stated in the RFQ. Complete rationale, justification, and cost impact must be included. The Government advises Vendors that it intends to evaluate quotations and award an order without discussions. Questions regarding terms and conditions should be submitted in writing to the Contract Specialist not later than 12 PM EDT on September 13, 2019. (c) 52.212-3 OFFERORS REPRESENTATIONS AND CERTIFICATIONS COMMERCIAL ITEMS (Oct. 2018) All contractors on a GSA or Other Government Contract should have the required information for this provision entered in to SAM. If your information is not entered in SAM the contractor must complete this requirement in SAM or obtain a full text copy of this clause and submit it with your quotation. (d). CONTRACTOR EVALUTATION/SELECTION: Competition for this requirement is restricted to Contractors and manufacturers that sell Rapid Capture Imaging Digital Transformation Camera Systems as described herein only. (1) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate quotations: (2) The Vendor's technical quotation requirements described in the solicitation will be evaluated in accordance with the following evaluation factors. Vendor selection will be based on the best overall value to the Government. (i) Technical capability of the item offered to meet the Government requirement; (ii) Past performance (see FAR 15.304); (iii) Price; Technical and past performance are equal, when combined, are less important when compared to price. (3) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award. (End of Provision) .
88310319Q00137 National Archives and Records Administration
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