Solicitation_FAD.doc

EEO FINAL AGENCY DECISION (FAD) WRITER SOLICITATION

PART 1 – COVER SHEET AND SCHEDULE

ACKNOWLEDGMENT OF AMENDMENTS

INVOICE AND PAYMENT PROCESSING FOR FAD WRITING SERVICES

SUPPLIER CLEARANCE REQUIREMENTS

POST-EMPLOYMENT RESTRICTIONS

PROHIBITION AGAINST CONTRACTING WITH POSTAL SERVICE EMPLOYEES AND

THEIR IMMEDIATE FAMILIES

DELIVERY AND PERFORMANCE

ANNUAL CAP ON TOTAL VALUE OF TASK ORDERS

NAICS SELF-CERTIFICATION

PRIVACY ACT STATEMENT

PART 2 – PROVISIONS

PROVISION A-1 Restriction on Disclosure and Use of Data (March 2006) PROVISION 1-1 Supplier Clearance Requirements (March 2006) PROVISION 1-4 Prohibition Against Contracting with Former Postal Service Officers or PCES

Executives (March 2006)

PROVISION 4-1 Standard Solicitation Provisions (November 2007) PROVISION 4-2 Evaluation (March 2006) PROVISION 4-3 Representations and Certifications (Revised)

PART 3 – AGREEMENT CLAUSES

CLAUSE B-3 Contract Type (March 2006) CLAUSE B-25 Advertising of Contract Awards (Revised) CLAUSE B-39 Indemnification (Revised) CLAUSE 1-1 Privacy Protection (July 2007) CLAUSE 1-7 Organizational Conflicts of Interest (Revised) CLAUSE 1-11 Prohibition Against contracting with Former Officers or PCES Executive

(March 2006)

CLAUSE 2-19 Option to Extend (Services Contract) (Revised) CLAUSE 2-39 Ordering (Revised) CLAUSE 4-1 General Terms and Conditions (Revised) CLAUSE 4-2 Contract Terms and Conditions Required to Implement Policies, Statutes or

Executive Orders (July 2009)

CLAUSE 4-4 Nondisclosure (Professional Services) (March 2006) CLAUSE 4-5 Inspection of Professional Services (Revised) CLAUSE 4-7 Records Ownership (March 2006) CLAUSE 4-19 Application Information Security Requirements (August 2008) CLAUSE 6-1 Contracting Officer’s Representative (March 2006)

AUTHORIZED ORDERING OFFICIALS

PART C – STATEMENT OF WORK

PART 1 - COVER SHEET AND SCHEDULE

ACKNOWLEDGMENT OF AMENDMENTS

The offeror acknowledges receipt of amendments to the solicitation numbered and dated as follows:

Amendment Number Date Amendment Number Date

REMITTANCE ADDRESS

Remittance Address (if different from Block 16, PS Form 8203)

INVOICE AND PAYMENT PROCESSING FOR FAD WRITING SERVICES

The supplier must complete all required portions of the invoice format and return the invoice to the billing address listed in Block 17. All requests for reimbursement of travel expenses must be supported with documentation of actual costs incurred as well as documented approval from the Manager, National EEO Services.

SUPPLER CLEARANCE REQUIREMENTS

The task orders resulting from this solicitation require the contractor at times to have access to occupied postal facilities, and/or to postal information and resources, including postal computer systems. Clearance in accordance with Administrative Support Manual 272.3 will be required before that access will be permitted. It is the contractor’s obligation to obtain and supply to the Postal Service the forms and information required by that regulation.

POST-EMPLOYMENT RESTRICTIONS

The post-employment restrictions found in 18 U.S.C. § 207 and 5 C.F.R. Part 2641 apply to former executive branch employees, including former Postal Service employees. It is your responsibility to determine whether these restrictions would apply to you prior to entering into this agreement with the Postal Service. Former Postal Service employees may contact the Postal Service Ethics Office for more information on the post-employment restrictions.

PROHIBITION AGAINST CONTRACTING WITH POSTAL SERVICE EMPLOYEES AND THEIR IMMEDIATE FAMILIES

The Postal Service will not award an ordering agreement under this solicitation to: (1) a current Postal Service employee, (2) a member of his or her immediate family, (3) a current Federal employee, or (4) a business organization substantially owned or controlled by a Postal Service employee or his or her immediate family. A Postal Service employee is any Postal Service officer or any employee working on a full-time or part-time basis in a career or non-career position, specifically persons in temporary positions such as Postmaster replacements and rural carrier reliefs. “Immediate family” refers to the spouse of, minor child or children of, or other individual related by blood to an employee and residing in the employee's household.

DELIVERY AND PERFORMANCE REQUIREMENTS

Delivery and performance of EEO counseling and mediation services, investigative services for EEO investigations, Fact-Finder and Harassing Conduct investigations, Title VI investigations (including Title IX and other nondiscrimination statues), and writing Final Agency Decisions (FAD) on the merits of a discrimination complaint, (including EEO and Title VI discrimination complaints) will be in accordance with the a Statement of Work for each service.

a. The supplier will be given a Statement of Work for each service the supplier is qualified to perform.

b. The supplier must successfully complete the Postal Service required training for each service to be considered qualified to perform each service.

c. Utilization of qualified suppliers on multiple services is at the Postal Service’s discretion.

d. Work under this Agreement is to be performed by the supplier only and not by any subordinate, employee, or subcontractor or by any other person or legal entity.

e. Travel by suppliers for any reason must be pre-approved by the Manager, National EEO Services. For pre-approved travel, the investigator will be reimbursed by the Postal Service in accordance with the USPS Travel and Relocation Handbook, F-15 as updated by Postal Bulletins.

f.

The supplier must use the U.S. Postal Service to transact business in connection with this Ordering Agreement and its accompanying Statement of Work.

g.

The supplier will be available upon a reasonable notice unless advance notice of unavailability is given.

ANNUAL CAP ON TOTAL VALUE OF TASK ORDERS

The work awarded under any task orders issued as a result of an ordering agreement awarded under this solicitation will be based on case load and supplier performance with a Not to Exceed (NTE) amount of $130,000 per year.

NAICS SELF-CERTIFICATION

For supplier self-certification, NAICS code 541612, Human Resources Consulting Services, is applicable to this solicitation/award (for more information visit www.sba.gov).

PRIVACY ACT STATEMENT

To the extent that the information you provide is about an individual, the Privacy Act will apply. Collection of that information is authorized by 39 USC 401. As a routine use, the information may be disclosed to an appropriate government agency, domestic or foreign, for law enforcement purposes; where pertinent, in a legal proceeding to which the USPS is a party or has an interest; to a government agency in order to obtain information relevant to a USPS decision concerning employment, security clearances, contracts, licenses, grants, permits, or other benefits; to a government agency upon its request when relevant to its decision concerning employment, security clearances, security, or suitability investigations, contracts, licenses, grants, or other benefits; to a congressional office at your request; to an expert, consultant, or other person under contract with the USPS to fulfill an agency function; to the Federal Records Center for storage; to the Office of Management and Budget for review of private relief legislation; to an independent certified public accountant during an official audit of USPS finances; to an investigator, administrative judge or complaints examiner appointed by the Equal Employment Opportunity Commission for investigation of a formal EEO complaint under 29 CFR 1614; to the Merit Systems Protection Board or Office of Special Counsel for proceedings or investigations involving personnel practices and other matters within their jurisdiction; to a labor organization as required by the National Labor Relations Act; to a federal, state or local agency, financial institution or other appropriate entity for the purpose of verifying an individual's or entity's eligibility or suitability for engaging in a transaction. In addition, the following disclosures may be made to any person: a solicitation mailing list when a purchase is highly competitive and competitions will not be harmed by release, or to provide an opportunity for potential subcontractors seeking business; a list of lessors of real or personal property to the Postal Service; a list of entities with whom the Postal Service transacts for goods or services, interests in real property, construction, financial instruments, or intellectual property; and the identity of the successful offeror. Completion of this form is voluntary; however, if this information is not provided, we will be unable to process your request.

PART 2 - PROVISIONS

PROVISION A-1 Restriction on Disclosure and Use of Data (March 2006)

Offerors that include in their proposals data they do not want used or disclosed by the Postal Service for any purpose other than proposal evaluation may take the following steps:

a. Include on the front page or in the introductory material of their proposal the following: "This proposal includes data that may not be duplicated, used, or disclosed outside the Postal Service - in whole or in part - for any purpose other than to evaluate this proposal. If, however, a contract is awarded to this offeror as a result of - or in connection with - the submission of such data, the Postal Service will have the right to duplicate, use, or disclose the data to the extent provided in the resulting contract. This restriction does not limit the Postal Service's right to use information contained in the data if it is obtained from another source without restriction. The data subject to this restriction are contained in sheets (Offeror insert numbers or other identification of sheets)."

b. Mark each sheet of data they wish to restrict with the following legend: "Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal."

PROVISION 1-1 Supplier Clearance Requirements (Revised)

The contract resulting from this solicitation will require the contractor to have access to occupied postal facilities, and/or to postal information and resources, including postal computer systems. Clearance in accordance with Administrative Support Manual 272.3 will be required before that access will be permitted. It is the contractor's obligation to obtain and supply to the Postal Service the forms and information required by that regulation.

Offerors must familiarize themselves with the requirements of that section, taking into account in their office the time and paperwork associated with the screening.

PROVISION 1-4: Prohibition Against Contracting with Former Postal Service Officers or PCES Executives (March 2006) The offeror represents that former Postal Service officers or Postal Career Executive Service (PCES) executives will not be employed as key personnel, experts or consultants in the performance of the contract if such individuals, within 1 year of their retirement from the Postal Service, will be performing substantially the same duties as they performed during their career with the Postal Service. In addition, no contract resulting from this solicitation may be awarded to such individuals or entities in which they have a substantial interest, for 1 year after their retirement from the Postal Service, if the work called for in the solicitation requires such individuals to perform substantially the same duties as they performed during their career with the Postal Service.

PROVISION 4-1 Standard Solicitation Provisions (Revised)

a. Submission of Offers. Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified on this solicitation. Offers may be submitted on PS Form 8203, Order/Solicitation/Offer/Award, letterhead stationary, or as otherwise specified in the solicitation. As a minimum offers must show:

(1) Solicitation number;

(2) The name, address and telephone number of the offeror;

(3) A technical description of the items being offered in sufficient detail to evaluate compliance with the requirements in the solicitation.

(4) "Remit to" address, if different than mailing address;

(5) A completed copy of the representations and certifications;

(6) Acknowledgment of Solicitation Amendments;

(7) Past performance information, when included as an evaluation factor, to include recent and relevant contracts for the same or similar items, and other references (including contract numbers, point of contact, with telephone numbers, and other relevant information); and

(8) If the offer is not submitted on PS Form 8203, include a statement specifying the extent of agreement with all terms and conditions and provisions included in the solicitation. Offers that fail to furnish required representations or information, or reject the terms and conditions of the solicitation, may be excluded from consideration.

b. Business Disagreements. Business disagreements may be lodged with the Supplier Disagreement Resolution Official (SDR Official) if the supplier and the contracting officer have failed to resolve the disagreement as described in 39 CFR Part 601 (available for review at www.gpoaccess.gov/ecfr). The SDR Official will consider the disagreement only if it is lodged in accordance with the time limits and procedures described in 39 CFR Part 601. The SDR Official's decisions are available for review at usps.com.

c. Late Offers. Offers or modifications of offers received at the address specified for the receipt of offers after the exact time specified for receipt of offers will not be considered unless determined to be in the best interests of the Postal Service.

d. Type of Contract. The Postal Service plans to award a Firm Fixed-price ordering agreement under this solicitation. Alternate proposals based on other contract types will [ ] will not [X] be considered.

e. Contract Award. The Postal Service may evaluate offers and award an ordering agreement without discussions with offerors. Therefore, the offeror's initial offer should contain the offeror's best terms from a technical standpoint. Discussions may be conducted if the Postal Service determines they are necessary. The Postal Service may reject any or all offers if such action is in the best interest of the Postal Service; and waive informalities and minor irregularities in offers received.

f. Incorporation by Reference. Wherever in this solicitation or contract a standard provision or clause is incorporated by reference, the incorporated term is identified by its title, the provision or clause number assigned to it, and its date. The text of incorporated terms may be found at: http://about.usps.com/manuals/pm3/pm/pmb.pdf. If checked, the following provision is incorporated in this solicitation by reference:

X Provision 3-1: Notice of Small, Minority, and Woman-owned Business Subcontracting Requirements (March 2006)

PROVISION 4-2 Evaluation (March 2006)

a. General. The Postal Service will award an ordering agreement resulting from this solicitation to the offeror whose offer conforming to the solicitation is deemed to offer the Postal Service the best value and other factors as specified considered.

The following performance evaluation factors will be used in the evaluation of offers:

1. Supplier capability (70%)

2. Supplier past performance (30 %)

b. Options. The Postal Service will consider four two-year renewal options.

c. Notice of Award. The Postal Service may accept an offer (or part of an offer), whether or not there are discussions after its receipt, before an offer's specified expiration time, unless a written notice of withdrawal is received before award. 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, will result in a binding contract without further action by either party.

PROVISION 4-3 Representations and Certifications (Revised)

a. Type of Business Organization. The offeror, by checking the applicable blocks, represents that it:

(1) Operates as:

__ a corporation incorporated under the laws of the state of ____________________; or country of ____________________, if incorporated in a country other than the United States of America.

__ an individual;

__ a partnership;

__ a joint venture;

__ a limited liability company;

__ a nonprofit organization; or

__ an educational institution; and

(2) Is (check all that apply)

__ a small business concern;

__ a minority business (indicate minority below):

__ Black American

__ Hispanic American

__ Native American

__ Asian American:

__ a woman-owned business; or

__ none of the above entities.

(3) Small Business Concern. A small business concern for the purposes of Postal Service purchasing means a business, including an affiliate, that is independently owned and operated, is not dominant in producing or performing the supplies or services being purchased, and has no more than 500 employees, unless a different size standard has been established by the Small Business Administration (see 13 CFR 121, particularly for different size standards for airline, railroad, and construction companies). For subcontracts of $50,000 or less, a subcontractor having no more than 500 employees qualifies as a small business without regard to other factors.

(4) Minority Business. A minority business is a concern that is at least 51 percent owned by, and whose management and daily business operations are controlled by, one or more members of a socially and economically disadvantaged minority group, namely U.S. citizens who are Black Americans, Hispanic Americans, Native Americans, or Asian Americans. (Native Americans are American Indians, Eskimos, Aleuts, and Native Hawaiians. Asian Americans are U.S. citizens whose origins are Japanese, Chinese, Filipino, Vietnamese, Korean, Samoan, Laotian, Kampuchean (Cambodian), Taiwanese, in the U.S. Trust Territories of the Pacific Islands or in the Indian subcontinent.)

(5) Woman-owned Business. A woman-owned business is a concern at least 51 percent of which is owned by a woman (or women) who is a U.S. citizen, controls the firm by exercising the power to make policy decisions, and operates the business by being actively involved in day-to-day management.

(6) Educational or Other Nonprofit Organization. Any corporation, foundation, trust, or other institution operated for scientific or educational purposes, not organized for profit, no part of the net earnings of which inures to the profits of any private shareholder or individual.

b. Parent Company and Taxpayer Identification Number

A parent company is one that owns or controls the basic business polices of an offeror. To own means to own more than 50 percent of the voting rights in the offeror. To control means to be able to formulate, determine, or veto basic business policy decisions of the offeror. A parent company need not own the offeror to control it; it may exercise control through the use of dominant minority voting rights, proxy voting, contractual arrangements, or otherwise.

Enter the offeror's U.S. Taxpayer Identification Number (TIN) in the space provided. The TIN is the offeror’s Social Security number or other Employee Identification Number (EIN) used on the offeror’s Quarterly Federal Tax Return, U.S. Treasury Form 941, or as required by Internal Revenue Service (IRS) regulations. Offeror’s TIN: ________________

Check this block if the offeror is owned or controlled by a parent company: ______________

If the block above is checked, provide the following information about the parent company:

Parent Company’s Name:_______________________________ Parent Company’s Main Office:__________________________ Address:_____________________________________________ No. and Street:________________________________________ City:________________ State:______ ZIP Code:_____________ Parent Company’s TIN:__________________________________

If the offeror is a member of an affiliated group that files its federal income tax return on a consolidated basis (whether or not the offeror is owned or controlled by a parent company, as provided above) provide the name and TIN of the common parent of the affiliated group Name of Common Parent: ______________________________ Common Parent’s TIN: _________________________________

c. Certification Regarding Debarment, Proposed Debarment, and Other Matters (This certification must be completed with respect to any offer with a value of $100,000 or more.)

(1) The offeror certifies, to the best of its knowledge and belief, that it or any of its principals:

(a) Are ___ are not ___ presently debarred or proposed for debarment, or declared ineligible for the award of contracts by any Federal, state, or local agency;

(b) Have ____ have not ___, within the three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property;

(c) Are ___ are not ___ presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in subparagraph (b) above;

(d) Have ___ have not ___ within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in conjunction with obtaining, attempting to obtain, or performing a public (Federal, state or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion or receiving stolen property; and

(e) Are ___ are not ___ presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in subparagraph (d) above.

(2) The offeror has ___ has not ___, within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal, state, or local agency.

PART 3 - AGREEMENT CLAUSES

CLAUSE B-3 Contract Type (March 2006)

This is a firm fixed-price ordering agreement.

CLAUSE B-25 Advertising of Contract Awards (Revised)

Except with the contracting officer's prior approval, the supplier agrees not to refer in its commercial advertising to the fact that it was awarded a Postal Service agreement or to imply in any manner that the Postal Service endorses its products.

CLAUSE B-39 Indemnification (Revised)

The supplier must save harmless and indemnify the Postal Service and its officers, agents, representatives, and employees from all claims, losses, damage, actions, causes of action, expenses, and/or liability resulting from, brought for, or on account of any personal injury or property damage received or sustained by any person, persons or property growing out of, occurring, or attributable to any work performed under or related to this agreement, resulting in whole or in part from negligent acts or omissions of the supplier, any subcontractor, or any employee, agent, or representative of the supplier or any subcontractor.

CLAUSE 1-1 Privacy Protection (July 2007)

In addition to other provisions of this contract, the supplier agrees to the following:

a. Privacy Act. If the supplier operates a system of records on behalf of the Postal Service, the Privacy Act (5 U.S.C. 522a) and Postal Service regulations at 39 CFR Parts 266-267 apply to those records. The supplier is considered to operate a system of records if it manages records (including collecting, revising, or disseminating records) from which information is retrieved by the name of an individual or by some number, symbol, or other identifier assigned to the individual. The supplier agrees to comply with the Act and the Postal Service regulations in designing, developing, and operating the system of records, including ensuring that records are current and accurate for their intended use, and incorporating adequate safeguards to prevent misuse or improper disclosure of personal information. Violations of the Act may subject the violator to criminal penalties.

b. Customer or Employee Information. If the supplier has access to Postal Service customer or employee information, including address information, whether collected online or offline by the Postal Service or by a supplier acting on its behalf, the supplier must comply with the following:

(1) General. With regard to the Postal Service customer information to which it has access pursuant to this contract, the supplier has that access as an agent of the Postal Service and must adhere to its postal privacy policy at www.usps.com/common/docs/privpol.htm.

(2) Use, Ownership, and Nondisclosure. The supplier may use Postal Service customer or employee information solely for purposes of this contract, and may not collect or use such information for non-Postal Service marketing, promotion, or any other purpose without the prior written approval of the contracting officer. The supplier must restrict access to such information to those employees who need the information to perform work under this contract, and must ensure that each such employee (including subcontractors' employees) sign a nondisclosure agreement, in a form suitable to the contracting officer, prior to being granted access to the information. The Postal Service retains sole ownership and rights to its customer or employee information. Unless the contract states otherwise, upon completion of the contract the supplier must turn over all Postal Service customer or employee information in its possession to the Postal Service, and must certify that no Postal Service customer or employee information has been retained unless otherwise authorized in writing by the contracting officer.

(3) Security Plan. When applicable, and unless waived in writing by the contracting officer, the supplier must work with the Postal Service to develop and implement a security plan that addresses the protection of customer or employee information. The plan will be incorporated into the contract and followed by the supplier, and must, at a minimum, address notification to the Postal Service of any security breach. If the contract does not include a security plan at the time of contract award, it must be added within 60 days after contract award.

(4) Breach Notification. If there is a breach of any nature in the security of Postal Service data, including customer or employee data, the supplier must follow the breach notification requirements included in the security plan discussed in (3) above. The supplier will be required to follow Postal Service policies regarding breach notification to customers and/or employees.

(5) Legal Demands for Information. If a legal demand is made for Postal Service customer or employee information (such as by subpoena), the supplier must immediately notify the contracting officer and the nearest office of the Postal Inspection Service. After notification, the Postal Service will determine whether and to what extent to comply with the legal demand. Should the Postal Service agree to or unsuccessfully resist a legal demand, the supplier may, with the written permission of the contracting officer, release the information specifically demanded.

c. Online Assistance. If the supplier assists in the design, development, or operation of a Postal Service customer Web site, or if it designs or places an ad banner, button, or link on a Postal Service Web site or any Web site on the Postal Service's behalf, the supplier must comply with the limitations in subparagraph b(1) above relating to ad banners, buttons, or links, and the use of cookies, web beacons, or other web analysis tools. Exceptions to these limitations require the prior written approval of the contracting officer and the Postal Service's Chief Privacy Officer.

d. Marketing E-Mail. If the supplier assists the Postal Service in conducting a marketing e-mail campaign, the supplier does so as an agent of the Postal Service and must adhere to the Postal Service policies set out in Postal Service Management Instruction AS-350-2004-4, Marketing E-mail. Suppliers wishing to conduct marketing email campaigns to postal employees must first obtain the prior written approval of the contracting officer.

e. Audits. The Postal Service may audit the supplier's compliance with the requirements of this clause, including through the use of online compliance software.

f. Indemnification. The supplier will indemnify the Postal Service against all liability (including costs and fees) for damages arising out of violations of this clause.

g. Flow-down. The supplier will flow this clause down to subcontractors that would be covered by any portion of this clause if they were the supplier.

CLAUSE 1-7 Organizational Conflicts of Interest (Revised)

a. To the best of his/her knowledge and belief, the supplier must refrain from conducting any EEO counseling, mediation, investigation, or drafting any FAD that involves an organizational or personal conflict of interest that would diminish his/her capacity to provide impartial, technically sound, and objective services. Representation of a party in any lawsuit or claim against the USPS is a conflict of interest under this paragraph.

b. Warranty Against Existing Conflicts of Interest. The supplier warrants and represents that, to the best of its knowledge and belief, it does not presently have organizational conflicts of interest that would diminish its capacity to provide impartial, technically sound, objective research assistance or advice, or would result in a biased work product, or might result in an unfair competitive advantage, except for advantages flowing from the normal benefits of performing this agreement.

c. Restrictions on Contracting. The supplier agrees that during the term of this agreement, any extensions thereto, and for a period of 2 years thereafter, neither the supplier nor its affiliates will perform any of the following:

(1) Compete for any Postal Service contract for production of any product for which the supplier prepared any work statement or specifications or conducted any studies or performed any task under this agreement.

(2) Contract (as the provider of a component or the provider of research or consulting services) with any offeror competing for any Postal Service contract for production of any product for which the supplier prepared any work statements or specifications or conducted any studies or performed any task under this agreement.

(3) Contract (as the provider of a component or the provider of research or consulting services) with the offeror which wins award of a Postal Service contract for production of any product for which the supplier prepared any work statement or specifications or conducted any studies or performed any task under this agreement.

d. Possible Future Conflicts of Interest. The supplier agrees that, if after award of this agreement, it discovers any organizational conflict of interest that would diminish its capacity to provide impartial, technically sound, objective research assistance or advice, or would result in a biased work product, or might result in an unfair competitive advantage, except advantages flowing from the normal benefits of performing this agreement, the supplier will make an immediate and full disclosure in writing to the contracting officer, including a description of the action the supplier has taken or proposes to take to avoid, eliminate, or neutralize this conflict of interest.

e. Nondisclosure of Confidential Material

(1) The supplier recognizes that, in performing this agreement, it may receive confidential information. To the extent that and for as long as the information is confidential, the supplier agrees to take the steps necessary to prevent its disclosure to any third party without the prior written consent of the contracting officer.

(2) The supplier agrees to indoctrinate its personnel who will have access to confidential information as to the confidential nature of the information, and the relationship under which the supplier has possession of this information.

(3) The supplier agrees to limit access to the confidential information obtained, generated, or derived, and to limit participation in the performance of orders under this agreement to those employees whose services are necessary for performing them.

(4) Postal Service Remedy. If the supplier breaches or violates any of the warranties, covenants, restrictions, disclosures or nondisclosures set forth under this clause, the Postal Service may terminate this agreement, in addition to any other remedy it may have for damages or injunctive relief.

(5) The supplier agrees to limit access to the confidential information obtained, generated, or derived, and to limit participation in the performance of orders under this agreement to only the supplier,

(6) No Disclosure. Supplier agrees to control and restrict access to confidential information, through password protection, to persons with a need to know in order to perform EEO Services related to discrimination complaints and to prohibit the reproduction of the confidential information. In signing this ordering agreement, the supplier agrees to the Non-Disclosure of confidential material before being granted access to this information.

(7) Legal Demands for Information. If a legal demand is made for supplier’s information (such as by subpoena), the supplier will immediately notify the Postal Service who will notify the Postal Service Law Department. After notification, the Postal Service will determine whether and to what extent to resist the legal demand.

CLAUSE 1-11 Prohibition Against Contracting with Former Officers or PCES Executives (Revised) During the performance of this ordering agreement, former Postal officers or Postal Career Executive Service (PCES) executives are prohibited from employment by the supplier as key personnel, experts or consultants, if such individuals, within 1 year after their retirement from the Postal Service, would be performing substantially the same duties as they performed during their career with the Postal Service.

CLAUSE 2-19 Option to Extend (Services Agreement) (Revised)

The Postal Service may require the supplier to continue to perform any or all services under this Agreement within the limits stated in the Schedule. The contracting officer may exercise this option, at any time within the period specified in the Schedule, by giving written notice to the supplier. The rates set forth in the Schedule will apply to any extension made under this option clause.

CLAUSE 2-39 Ordering (Revised)

a. Services to be furnished in connection with this agreement will be ordered by authorized Postal Service employees assigned to the National EEO Investigative Services Office through the issuance of written Task Orders for specific work to be performed in accordance with the standards established in the Statement of Work.

b. Suppliers will indicate their acceptance of the Task Order by signing it and returning the original to the National EEO Investigative Services Office.

c. All orders are subject to the terms and conditions of this Agreement and the accompanying Statement of Work. If there is any conflict between an order and this agreement, this agreement is controlling.

CLAUSE 4-1 General Terms and Conditions (Revised)

a. Inspection and Acceptance. The supplier will only tender for acceptance those items that conform to the requirements of this ordering agreement and its accompanying Statement of Work. The Postal Service reserves the right to inspect services that have been tendered for acceptance. The Postal Service may require reperformance of nonconforming services at no increase in contract price. The Postal Service must exercise its post acceptance rights (1) within a reasonable period of time after the defect was discovered or should have been discovered and (2) before any substantial change occurs in the condition of the items, unless the change is due to the defect in the item.

b. Assignment. If this agreement provides for payments aggregating $10,000 or more, claims for monies due or to become due from the Postal Service under it may be assigned to a bank, trust company, or other financing institution, including any federal lending agency, and may thereafter be further assigned and reassigned to any such institution. Any assignment or reassignment must cover all amounts payable and must not be made to more than one party, except that assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in financing this agreement. No assignment or reassignment will be recognized as valid and binding upon the Postal Service unless a written notice of the assignment or reassignment, together with a true copy of the instrument of assignment, is filed with:

(1) The contracting officer;

(2) The surety or sureties upon any bond; and

(3) The office, if any, designated to make payment, and the contracting officer has acknowledged the assignment in writing.

(4) Assignment of this agreement or any interest in this agreement other than in accordance with the provisions of this clause will be grounds for termination of the contract for default at the option of the Postal Service.

c. Changes

(1) If there are any changes to this ordering agreement affecting the cost of performance or the terms of delivery, the Contracting Officer will consider any necessary adjustments to the terms and standards established in the Statement of Work.

(2) This provision does not provide for any equitable adjustment to the terms or standards established in the Statement of Work in connection with work performed under a Task Order.

d. Reserved

e. Reserved

f. Reserved

g. Invoices

(1) The supplier's invoices must be submitted before payment can be made. The supplier agrees that submission of an invoice to the Postal Service for payment is a certification that:

(a) Any services being billed for have been performed in accordance with the requirements set forth by the task order resulting from this ordering agreement; and

(2) To ensure prompt payment, an original invoice (or electronic invoice, if authorized) must be submitted to the address designated in the task order to receive invoices for each destination and shipment. The invoice which must be used is included as an attachment to this ordering agreement.

h. Payment. Payment will be made for items accepted by the Postal Service that have been delivered to the delivery destinations set forth in this ordering agreement and the accompanying Statement of Work. The Postal Service will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR 1315. Payments under this ordering agreement may be made by the Postal Service either by electronic funds transfer (EFT), check, or government credit card at the option of the Postal Service. When the EFT payment method is selected, the Postal Service will provide the supplier with Form 3881, Supplier's Electronic Funds Transfer Enrollment Form, at award. The supplier must complete the form and submit it to the designated Postal Accounting Service Center to ensure the proper routing of payments.

i. Intentionally Deleted.

j. Taxes. The ordering agreement price includes all applicable federal, state, and local taxes and duties.

k. Termination for the Postal Service's Convenience. The Postal Service reserves the right to terminate this agreement, contracts formed under this agreement, or any part hereof, for its sole convenience. In the event of such termination, the supplier must immediately stop all work. In the event of such termination, supplier will be paid in accordance with Section 1.1. The supplier will not be paid for any work performed or costs incurred which reasonably could have been avoided.

l. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the supplier will not be liable to the Postal Service for consequential damages resulting from any defect or deficiencies in accepted items.

m. Other Compliance Requirements. The supplier will comply with all applicable Federal, State, and local laws, executive orders, rules and regulations applicable to its performance under this ordering agreement.

n. Order of Precedence. Any inconsistencies in this ordering agreement will be resolved by giving precedence in the following order; (1) the schedule of supplies and services; (2) the Assignment, Disputes, Payments, Invoice, Other Compliances and Compliance with Laws Unique to the Postal Service Contracts paragraphs of this clause; (3) the clause at 4-2 Contract Terms and Conditions Required to Implement Policies, Statutes or Executive Orders; (4) addenda to this ordering agreement, including any license agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this clause; (7) Form 8203; (8) other documents, exhibits, and attachments, and (9) the specifications.

CLAUSE 4-2 Contract Terms and Conditions Required to Implement Policies, Statutes or Executive Orders (July 2009)

a. Incorporation by Reference

(1) Wherever in this solicitation or agreement a standard provision or clause is incorporated by reference, the incorporated term is identified by its title, the provision or clause number assigned to it in the Postal Service Supplying Practices. The text of incorporated terms may be found at http://about.usps.com/manuals/spp/spp.pdf. The following clauses are incorporated in this agreement by reference:

(1) Clause 1-5, Gratuities or Gifts (March 2006)

(2) Clause B-9, Claims and Disputes (March 2006)

(3) Clause B-25, Advertising of Contract Awards (March 2006)

(4) Clause 9-1, Convict Labor (March 2006)

(5) Clause 9-5, Contract Work Hours and Safety Standards Act - Safety Standards (March 2006)

(2) If checked, the following additional clauses are also incorporated in this agreement by reference: (contracting officer will check as appropriate.)

(1) [ ] Clause 1-1, Privacy Protection (July 2007)

(2) [ ] Clause 1-6, Contingent Fees (March 2006)

(3) [ ] Clause 1-9, Preference for Domestic Supplies (March 2006)

(4) [ ] Clause 1-10, Preference for Domestic Construction Materials (March 2006)

(5) [ ] Clause 3-1, Small, Minority, and Woman-owned Business Subcontracting Requirements (March 2006)

(6) [ ] Clause 3-2, Participation of Small, Minority, and Woman-owned Businesses (March 2006)

(7) [ ] Clause 9-2, Contract Work Hours and Safety Standards Act - Overtime Compensation (March 2006)

(8) [ ] Clause 9-3, Davis-Bacon Act (March 2006)

(9) [ ] Clause 9-6, Walsh-Healey Public Contracts Act (March 2006)

(10) [ ] Clause 9-7, Equal Opportunity (March 2006)

(11) [ ] Clause 9-10, Service Contract Act (March 2006)

(12) [ ] Clause 9-11, Service Contract Act - Short Form (March 2006)

(13) [ ] Clause 9-12, Fair Labor Standards Acts and Services Contract Act - Price Adjustments (February 2010)

(14) [ ] Clause 9-13, Affirmative Action for Handicapped Workers (March 2006)

(15) [ ] Clause 9-14, Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (February 2010)

b. Examination of Records.

(1) Records. "Records" includes books, documents, accounting procedures and practices, and other data, regardless of type and regardless of whether such items are in written form, in the form of computer data, or in any other form.

(2) Examination of Costs. If this is a cost-type agreement, the supplier must maintain, and the Postal Service will have the right to examine and audit all records and other evidence sufficient to reflect properly all costs claimed to have been incurred or anticipated to be incurred directly or indirectly in performance of this agreement. This right of examination includes inspection at all reasonable times of the supplier's plants, or parts of them, engaged in the performance of this contract.

(3) Cost or Pricing Data. If the supplier is required to submit cost or pricing data in connection with any pricing action relating to this agreement, the Postal Service, in order to evaluate the accuracy, completeness, and currency of the cost or pricing data, will have the right to examine and audit all of the supplier's records, including computations and projections, related to:

(a) The proposal for the agreement, subcontract, or modification;

(b) The discussions conducted on the proposal(s), including those related to negotiating;

(c) Pricing of the agreement, subcontract, or modification; or

(d) Performance of the agreement, subcontract or modification.

(4) Reports. If the supplier is required to furnish cost, funding or performance reports, the contracting officer or any authorized representative of the Postal Service will have the right to examine and audit the supporting records and materials, for the purposes of evaluating:

(a) The effectiveness of the supplier's policies and procedures to produce data compatible with the objectives of these reports; and

(b) The data reported.

(5) Availability. The supplier must maintain and make available at its office at all reasonable times the records, materials, and other evidence described in paragraphs (a) through (d) of this clause, for examination, audit, or reproduction, until three years after final payment under this agreement or any longer period required by statute or other clauses in this agreement. In addition:

(a) If this agreement is completely or partially terminated, the supplier must make available the records related to the work terminated until three years after any resulting final termination settlement; and

(b) The supplier must make available records relating to appeals under the claims and disputes clause or to litigation or the settlement of claims arising under or related to this agreement. Such records must be made available until such appeals, litigation or claims are finally resolved.

c. Payment Offsets. As required by 31 U.S.C. 3716, the Postal Service participates in the Treasury Offset Program of the Department of Treasury's Financial Management Service. Payments under this agreement are subject to offset in whole or in part for the supplier's delinquent tax and non-tax debts owed to the United States and the states and for delinquent child support payments. Suppliers with questions concerning a payment offset should contact the Treasury Offset Program call center at: 1/800-304-3107.

CLAUSE 4-4 Nondisclosure (Professional Services) (March 2006)

The supplier acknowledges that confidential information might be generated or made available during the course of performance of this agreement. In addition to the restrictions on disclosure established under the supplier's code of ethics, the supplier specifically agrees not to disclose any information received or generated under this agreement, unless its release is approved in writing by the contracting officer. The supplier further agrees to assert any privilege allowed by law and to defend vigorously Postal Service rights to confidentiality.

CLAUSE 4-5 Inspection of Professional Services (Revised)

a. The contracting officer may, at any time or place, inspect the services performed and the products, including documents and reports. No matter what type of agreement is employed, and in addition to any specific standards of quality set out in this agreement, the contracting officer may reject any services or products that do not meet the highest standards of professionalism. No payment will be due for any services or products rejected under this clause.

b. Acceptance of any product or service does not relieve the supplier of the duties imposed by supplier's code of professional ethics, and the supplier remains liable for the period allowed under federal law for claims by the United States, for any errors or omissions occurring during performance. All partners or principals agree that they will be jointly and severally liable for such errors and omissions.

CLAUSE 4-7 Records Ownership (March 2006)

Notwithstanding any state law providing for retention of rights in the records, the supplier agrees that the Postal Service may, at its option, demand and take without additional compensation all records relating to the services provided under this agreement. The supplier must turn over all such records upon request but may retain copies of documents produced by the supplier.

Clause 4-19 Application Information Security Requirements (August 2008)

The Postal Service is committed to creating and maintaining an environment that protects Postal Service application systems from accidental or intentional unauthorized use, modification, disclosure, or destruction. Handbook AS-805, Information Security, establishes Postal Service information security policies. Handbook AS-805-A, Application Information Security Assurance (ISA) Process, provides the process for identifying the sensitivity and criticality of the application system, determining information security requirements for protecting the application system, and ensuring appropriate, cost-effective information security controls, mechanisms, and procedures are implemented to protect the application system. If the supplier has not already performed the following, it must, following contract award and before beginning contract performance:

Comply with the policies delineated in Handbook AS-805, Information Security, and processes defined in Handbook AS-805-A, Application Information Security Assurance (ISA) Process.

Cooperate with the Postal Service in completing the application Business Impact Assessment (BIA) to identify the sensitivity and criticality of the application and to…