47QFHA21R0005_SF1449_Solicitation_DLIFLC_Testing_Services_20210205.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

47QFHA21R0005

David Smisek 816-823-2932

47QFHA 100

Net 30 days

W1EC USA ELM HQ DLI

289 FORT MERVINE PLACE

BLDG 235, Presidio of Monterey , CA 93944-5006

Same as Block 9

General Services Administration (FUND) via ITSS

SEE SCHEDULE

David J Smisek

611710

$16.5M

02/05/2021

03/08/2021

11:00 AM

W62KP4

GSA FAS

AAS Region 6 2300 Main Street, Kansas City, MO 64108

Solicitation 47QFHA21R0005

Section A - Solicitation/Contract Form

1. TITLE: Defense Language Institute Foreign Language Center (DLIFLC) Testing Services

2. PERIOD OF PERFORMANCE (BASE PERIOD + FOUR OPTION YEARS): 05/14/2021 – 05/13/2026

3. NAICS CODE: 611710 SIZE STANDARD: $16.5M

4. PROCUREMENT SET-ASIDE: 100% HUBZone Set-aside in accordance with FAR 19.1305

IMPORTANT NOTE: THIS IS A RE-RELEASE OF SOLICITATION 47QFHA21R0001, WHICH WAS

CANCELLED ON FEBRUARY 5, 2021 WITHOUT AN ASSOCIATED AWARD. ANY CONTRACTOR THAT

SUBMITTED A PROPOSAL IN RESPONSE TO 47QFHA21R0001 THAT REMAINS INTERESTED IN THIS

ACQUISITION MUST SUBMIT A NEW PROPOSAL PACKAGE. NEW PROPOSALS, INCLUDING PAST

PERFORMANCE QUESTIONNAIRES (PPQs), MUST BE SUBMITTED USING THE DOCUMENTS

ASSOCIATED WITH 47QFHA21R0005. THE GOVERNMENT MAY DEEM AS NON-RESPONSIVE ANY

PROPOSALS RECEIVED WITH REFERENCE TO 47QFHA21R0001.

5. This will be a Firm Fixed Price Definitive contract. It is the intent of the Government to award this contract to a single offeror.

6. PROPOSALS ARE DUE BY: March 8, 2021, 11:00 AM Central (see SF1449 Block 8). Technical questions are due by February 18, 2021, 10:00 AM Central (see Section L – Instructions to Offerors)

7. See Section L and M of this solicitation for proposal submission requirements and the basis for award.

8. This procurement is being awarded and administered by the General Services Administration, Region 6 Assisted Acquisition Services, Kansas City, MO, in support of the Defense Language Institute Foreign Language Center (DLIFLC), Monterey, CA. Prior to award, the selected offeror must be registered in GSA’s AASBS Portal, formerly IT-Solutions Shop (ITSS), https://portal.fas.gsa.gov/group/aasbs-portal/itss-home. Contact the AASBS registration desk at 877-472-4877 to complete your registration.

9. Applicable Wage Determination: 2015-5633 Revision #10 dated 07/14/2020. Each contractor submitting a proposal is responsible for determining the appropriate staffing necessary and associated labor categories to perform the contract work. The Government has attached a Wage Determination to the solicitation because it believes Service Contract Act covered job categories (test proctoring at a minimum) comprise a substantial part of the contract. For positions a contractor feels are not SCA Exempt but needs to classify any class of service employee not listed in the Wage Determination, refer to FAR 22.109 and 52.222-41 for SCA Conformance procedures.

10. Safeguarding Covered Defense Information and Cyber Incident Reporting (DFARS 204.73): This DFARS subpart applies to contracts and subcontracts requiring contractors and subcontractors to safeguard covered defense information that resides in or transits through covered contractor information systems by applying specified network security requirements. It also requires reporting of cyber incidents. “Covered defense information” means unclassified controlled technical information or other information (as described in the Controlled Unclassified Information (CUI) Registry at http://www.archives.gov/cui/registry/category-list.html) that requires safeguarding or dissemination controls pursuant to and consistent with law, regulations, and Governmentwide policies. At the time of solicitation, the Government does not feel contract performance will require covered defense information to reside in or transmit through a contractor information system. As such, the measures of DFARS provision 252.204-7019 “Notice of NIST SP 800-171 DoD Assessment Requirements”, and clause 252.204-7020 “NIST SP 800-171 DoD Assessment Requirements” which require contractors at the time of award to have at least a Basic NIST SP 800-171 DoD Assessment, do not apply to this solicitation.

11. Points of Contact for this solicitation are David J. Smisek, david.smisek@gsa.gov, 816-823-2932, Khamoy "Dee" Sysengchanh, dee.sysengchanh@gsa.gov, 816-223-7796, and Katie Doll, . katie.doll@gsa.gov, 816-823-1939

12. This solicitation is issued in accordance with FAR Part 12 Commercial Acquisition Procedures as supplemented by FAR Part 15.3.

(End of Section A - Solicitation/Contract Form)

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 12 Month

Base Year: Test Administration/Proctoring

FFP

Labor for Test Administration/Proctoring in accordance with the Performance work Statement.

FOB: Destination

NET

AMOUNT

0002 12 Month

Base Year: Oral Proficiency Interview and Web-Based DLPT5 Scheduling

FFP

Labor for Oral Proficiency Interview and Web-Based DLPT5 Scheduling in accordance with the Performance work Statement.

0003 12 Month

Base Year: Program Management and Oral Proficiency Interview Facilitation

Labor for Program Management and Oral Proficiency Interview Facilitation in accordance with the Performance work

1001 12 Month

Option Year One: Test Administration/Proctoring

FFP

1002 12 Month

Option Year One: Oral Proficiency Interview and Web-Based DLPT5 Scheduling

1003 12 Month

Option Year One: Program Management and Oral Proficiency

2001 12 Month

Option Year Two: Test Administration/Proctoring

FFP

2002 12 Month

Option Year Two: Oral Proficiency Interview and Web-Based

2003 12 Month

Option Year Two: Program Management and Oral Proficiency

3001 12 Month

Option Year Three: Test Administration/Proctoring

FFP

3002 12 Month

Option Year Three: Oral Proficiency Interview and Web- Based DLPT5 Scheduling

3003 12 Month

Option Year Three: Program Management and Oral Proficiency Interview Facilitation

4001 12 Month

Option Year Four: Test Administration/Proctoring

FFP

4002 12 Month

Option Year Four: Oral Proficiency Interview and Web-Based

4003 12 Month

Option Year Four: Program Management and Oral Proficiency

Summary of Contract Amounts

Base Year $

Option Year 1 $

Option Year 2 $

Option Year 3 $

Option Year 4 $

Total $

(End of Section B - Supplies or Services and Prices)

Section C - Description/Specifications

Refer to Section J - Contract Attachment 01 - Performance Work Statement (PWS)

(End of Section C - Description/Specifications)

Section D - Packaging and Marking

Not applicable

(End of Section D - Packaging and Marking)

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 1001 Destination Government Destination Government 1002 Destination Government Destination Government 1003 Destination Government Destination Government 2001 Destination Government Destination Government 2002 Destination Government Destination Government 2003 Destination Government Destination Government 3001 Destination Government Destination Government 3002 Destination Government Destination Government 3003 Destination Government Destination Government 4001 Destination Government Destination Government 4002 Destination Government Destination Government

Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

252.246-7000 Material Inspection And Receiving Report MAR 2008

(End of Section E - Inspection and Acceptance)

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 POP 14-MAY-2021

TO 13-MAY-2022

N/A W1EC USA ELM HQ DLI

W1EC USA ELM HQ DLI

289 FORT MERVINE PLACE

BLDG 235

PRESIDIO OF MONTEREY CA

93944-5006 757-788-5125

W62KP4

0002 POP 14-MAY-2021

TO 13-MAY-2022

N/A (SAME AS PREVIOUS

LOCATION)

0003 POP 14-MAY-2021

TO 13-MAY-2022

N/A (SAME AS PREVIOUS

1001 POP 14-MAY-2022

TO 13-MAY-2023

N/A (SAME AS PREVIOUS

1002 POP 14-MAY-2022

TO 13-MAY-2023

N/A (SAME AS PREVIOUS

1003 POP 14-MAY-2022

TO 13-MAY-2023

N/A (SAME AS PREVIOUS

2001 POP 14-MAY-2023

TO 13-MAY-2024

N/A (SAME AS PREVIOUS

2002 POP 14-MAY-2023

TO 13-MAY-2024

N/A (SAME AS PREVIOUS

2003 POP 14-MAY-2023

TO 13-MAY-2024

N/A (SAME AS PREVIOUS

3001 POP 14-MAY-2024

TO 13-MAY-2025

N/A (SAME AS PREVIOUS

3002 POP 14-MAY-2024

TO 13-MAY-2025

N/A (SAME AS PREVIOUS

3003 POP 14-MAY-2024

TO 13-MAY-2025

N/A (SAME AS PREVIOUS

4001 POP 14-MAY-2025

TO 13-MAY-2026

N/A (SAME AS PREVIOUS

4002 POP 14-MAY-2025

TO 13-MAY-2026

N/A (SAME AS PREVIOUS

4003 POP 14-MAY-2025

TO 13-MAY-2026

N/A (SAME AS PREVIOUS

52.242-15 Stop-Work Order AUG 1989 52.242-17 Government Delay Of Work APR 1984

(End of Section F - Deliveries or Performance)

Section G - Contract Administration Data

252.201-7000 Contracting Officer's Representative DEC 1991

252.204-7006 Billing Instructions OCT 2005

CLAUSES INCORPORATED BY FULL TEXT

LOCAL GSA CLAUSE - ELECTRONIC SUBMISSION THROUGH ITSS OF PAYMENT REQUESTS AND

RECEIVING REPORTS

1. Electronic Submission of Invoices

Contractors shall electronically submit invoices and supporting documentation through the GSA web-based procurement system ITSS/ASSIST, Central Invoice Service (CIS). The contractor shall submit invoices electronically by logging into the ITSS/ASSIST portal (https://portal.fas.gsa.gov), navigating to the appropriate order, and creating the invoice for that order. This is the only acceptable means for invoice submissions. Detailed invoice submission instruction can be found at the ITSS/ASSIST portal

No paper invoices shall be accepted. For additional assistance and for problem and or error resolution contact the ASSIST Helpdesk at 877-472-4877.

2. Invoice Content/Information

The invoice attached in CIS shall be submitted on official letterhead and shall include the following information at a minimum.

Invoice Number ITSS Order ID/Solicitation Number Contract Number Order Number ACT/Requisition Number (Axxxxxxxx) POC and contact information Period of Performance for Billing Period Remittance Address Prompt Payment Discount (if offered) Total Invoice Amount Charges, identified by deliverable or line item(s), with a narrative description of the service performed. Deliverables, reimbursable costs, and other charges (e.g., G&A) Travel Itemized by Individual and Trip (if applicable)

The invoice shall be structured per the awarded pricing schedule. The contractor shall invoice for work performed the prior month no later than 10 business days of the next month in accordance with the approved fixed price billing schedule.

3. Travel Invoicing (if applicable)

Travel shall be approved in advance per the terms and conditions of the contract via the Post Award Collaboration Tool in ITSS. Travel invoices shall be submitted with all receipts for airfare, rental car, lodging, and all other receipts directly being charged for over $75.00 shall be submitted as support/back up documentation with the invoice submittal. NO PAYMENT WILL BE MADE WITHOUT DOCUMENTATION and RECEIPTS.

4. Revised Invoices

If the contractor submits a revised invoice, the revised invoice must include: 1) a unique invoice number (The unique number could just be adding a R or an A to the original invoice number) , 2) a brief explanation, and 3) a cross-reference to any previous invoice submittals for tracking purposes and avoiding duplication.

5. Final Invoice/Order Closeout Procedures

Invoices for final payment must be so identified and submitted when the contract has been completed and no further charges are to be billed. The contractor shall submit a final invoice within sixty (60) calendar days after the end of the Performance Period. All invoices shall be received within this period. The contracting officer shall not extend the period of performance, or the invoice submittal period to wait on subcontractors to bill the prime contractor. All rates are negotiated at the time of award, and the contractor shall control and account for all time by their own personnel and their subcontractor or CTA personnel to allow for timely billing in accordance with the terms expressed in this section. The Government reserves the right to require a release of claims at the end of the performance period, after all payments have been completed. **NOTE: No rates agreed to under the terms of this contract are subject to DCAA or other “final” audited rates.

6. Unilateral Closeout Modifications:

The Government reserves the right to issue unilateral close out modifications to close out the contractual agreements, after the contractor has acknowledged the order is closed and that no further liability exists on behalf of the parties. The Government also reserves the right under the unilateral close out modification to de-obligate money after full payment has been made to the contractor for their services/materials under this contract.

(End of clause)

CONTRACT ADMINISTRATION

RESPONSIBILITY FOR ADMINISTRATION OF CONTRACT

a. The Contracting Officer is responsible for the administration of this contract. The Contracting Officer alone is authorized to the extent indicated in the contract to take action on behalf of the government which results in changes in the terms of the contract, including deviations from specifications, details and delivery schedules. Communications pertaining to contractual administrative matters will be addressed to the Contracting Officer. No changes in or deviation from the scope of work shall be effected without a written modification to the contract executed by the Contracting Officer.

b. No oral statement of any person will in any manner or degree shall modify or otherwise affect the terms of this contract. The Contracting Officer is the only person authorized to approve changes in any of the requirements under this contract, and notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely with the Contracting Officer.

c. All matters pertaining to Government administration of this contract should be directed to:

ATTN: David Smisek Contracting Officer Region 6 Assisted Acquisition Services 2300 Main Street Kansas City, MO 64108 Phone: 816-823-2923 Fax: 816-823-5441

Email: david.smisek@gsa.gov

ATTN: Khamoy "Dee" Sysengchanh Contract Specialist Region 6 Assisted Acquisition Services 2300 Main Street Kansas City, MO 64108 Phone: 816-223-7796 Fax: 816-823-5441 Email: dee.sysengchanh@gsa.gov

ATTN: Katie Doll Program Manager Region 6 Assisted Acquisition Services 2300 Main Street Kansas City, MO 64108 Phone: 816-823-1939 Fax: 816-823-5441

Email: katie.doll@gsa.gov

OTHER POINTS OF CONTACT

Contractor POC: TBD

Government Customer POC: TBD

(End of Section G - Contract Administration Data)

Section H - Special Contract Requirements

5152.204-4001 KEY PERSONNEL REQUIREMENTS (MAR 2009) (LOCAL POM CLAUSE)

(a) Certain experienced professional and/or technical personnel are essential for successful accomplishment of the work to be performed under this contract. These "Key Personnel" were identified by name within the contractor’s proposal and their resumes were submitted for evaluation during the source selection process. The contractor agrees that such personnel shall not be removed or replaced within the performance of this contract unless the following measures are taken:

(1) If one or more of the key personnel, for any reason, becomes or is expected to become unavailable for work under this contract for a continuous period exceeding 30 work days, or is expected to devote substantially less effort to the work than indicated in the proposal or initially anticipated, the contractor shall, subject to the concurrence of the Contracting Officer (KO) or designated Contracting Officer Representative (COR), promptly replace personnel with personnel who possess equal, or better, qualifications as the original employee.

(2) All requests for approval of substitutions hereunder must be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitutions. The request must contain a resume for the proposed substitute, and any other information requested by the KO or designated COR. The KO or designated COR must concur in writing with the change.

(b) If the KO or designated COR determines that suitable and timely replacement of Key Personnel who have been reassigned, terminated or have otherwise become unavailable for the contract work is not reasonably forthcoming or that the resultant reduction of productive effort would be so substantial as to impair successful completion of the contract, the KO may terminate the contract for default or for the convenience of the Government, as appropriate, or make an equitable adjustment to the contract to compensate the Government for any resultant delay, loss or damage.

(c) The Key Personnel in this contract are as follows: [fill-in at time of award].

(End of Clause)

5152.223-4000, ENVIRONMENTAL MANAGEMENT SYSTEM (MAY 2010) (LOCAL POM CLAUSE)

Presidio of Monterey (POM) has implemented an Environmental Management System (EMS) to proactively manage the environmental impacts of its processes, activities, and services in accordance with Executive Order 13423. POM uses the ISO 14001:2004 as the standard for its EMS. All personnel performing work for or on behalf of POM must read and comply with POM’s Environmental Policy. POM offers EMS General Awareness Training on its public web site (http://www.fortmeade-ems.org/. All contractors and their employees including subcontract employees working on Presidio of Monterey are required to view EMS General Awareness Training and be aware of their roles and responsibilities with regard to the EMS and how these requirements affect the work performed under the contract.

Contractors are also responsible for ensuring all subcontractors hired on their behalf receive EMS General Awareness Training. The contractor is also responsible to ensure that all goods and services used by the contractor or any of its subcontractors do not deviate from the installation Environmental Policy, objectives and targets of the EMS.

In the event of non-compliance with POM’s legal or other requirements, or non-conformance with the installation EMS, the contractor is required to take immediate corrective action, perform a root-cause analysis of the non-compliance/non-conformance and develop a preventive action to keep the non-compliance/non-conformance from recurring at no cost to the Government. For more information regarding EMS requirements, contact DPW- Environmental Division at 301-677-9648.

Presidio of Monterey Environmental Management System shall include measurable environmental goals, objectives and targets that are reviewed and updated annually. The Contracting Officer Representative is responsible to advise the

Contractor of these environmental goals, objectives and targets, and inspect for compliance. It is not the responsibility of the Contractor to develop environmental goals, objectives and/or targets. The Contractor shall be responsible for complying with Presidio of Monterey’s environmental goals, objectives and targets effective the date of contract award.

The Contractor shall not be responsible for Environment goals implemented after contract award unless agreed to in a bi-lateral modification.

LOCAL INSTRUCTIONS

1. RESTRICTIVE USE OF CAMERAS, VIDEOS, AND DIGITAL CAMERA DEVICES

Installation security measures prohibit prospective bidders and contractors from taking pictures and/or videos on Post unless prior permission is sought and received from the Contracting Officer. Permission may be sought by contacting the Contracting Officer verbally or in writing. Use of cameras or other picture taking devices without proper approval may be considered a violation of Installation Security and prosecution of such violations may be subsequently induced.

2. SAFETY AND ACCIDENT PREVENTION

In performing work under this contract the Contractor shall--

a. Conform to the specific safety requirements established by this contract;

b. Comply with the safety rules of the Government installation that concern related activities not directly addressed in this contract;

c. Take all reasonable steps and precautions to prevent accidents and preserve the life and health of Contractor and Government personnel performing or in any way coming in contact with the performance of this contract; and

d. Take such additional immediate precautions as the Contracting Officer may reasonably require for safety and accident prevention purposes.

The installation Safety Officer will be responsible for monitoring the Contractor in the area of safety and accident prevention.

3. CONDUCT OF EMPLOYEES

The contractor is fully responsible for the performance and conduct of his employees at all times while on post performing under this contract. The contractor shall not allow any employee to perform work under this contract while under the influence of alcohol, drugs, or any other incapacitating agent. Military police and other law enforcement personnel on post have the right to deny entry to post or remove from post any contractor employee for misconduct which endangers the health or safety of people or property or for reasons of security. In addition, the Post Commander may bar any individual from entering the post under the authority of 18 U.S.C. 1382. Removal from post of a contractor employee in accordance with the above shall not relieve the contractor from the requirements to meet all of the terms and conditions of the contract; nor shall such removal be grounds for the contractor to file a claim.

4. OPERATIONS AND COMMUNICATIONS SECURITY

Contractor personnel will comply with the following Operations and Communications Security procedures:

a. All draft deliverables under this Performance Work Statement (PWS) and working papers associated with them will be shredded prior to recycling or disposal. Drafts in electronic media will be deleted or erased prior to reusing the diskette or space on a Personal Computer (PC) hard drive or shared server space. Final versions of products under this PWS will be delivered to the government as specified elsewhere.

b. Contractor personnel may disclose to non-DoD personnel, other than contractor personnel executing this same PWS, only the general nature of their work under this PWS (i.e. “I work for providing automation support for Army training programs.”)

c. Contractor personnel may transmit sensitive information over unclassified information networks using encryption.

Contractor personnel should consult with the COR if they are uncertain whether particular information may be transmitted over Unclassified but Sensitive Internet Protocol Router Network (NIPRNET) using encryption.

d. Government furnished telecommunication and electronic communication systems and equipment, specifically including electronic mail systems, are for official use only in furtherance of the PWS.

e. Contractor personnel will limit internet access to the minimum time necessary to accomplish the official inquiry or research in furtherance of the PWS.

f. Contractor personnel will respect all electronic communication advisories, virus warnings, and use restrictions on government-furnished telecommunications and electronic communications systems and equipment and give access to government automation security and maintenance personnel upon request.

g. Contractor personnel shall review the provisions of Army Regulation (AR) 25-2, Information Assurance, prior to using government-furnished telecommunications and electronic communications systems and equipment. The contractor shall provide evidence of this review to the COR for each member of the contractor staff working on the

PWS.

h. Contractor personnel having access to classified information will have the appropriate security clearance and shall handle classified information consistent with Army information security standards as instructed by the COR.

5. RELEASE OF NEWS INFORMATION

No news release (including photographs and films, public announcements or denial or confirmation of same) on any part of the subject matter of this contract shall be made without the prior written approval of the Contracting Officer.

6. PROOF OF INSURANCE

At all times during performance, the Contractor shall maintain with the Contracting Officer either:

a. A current Certificate of Insurance (COI) showing at least the insurance required by local policy or law and providing for a firm 30 day written notice to the Contracting Officer by the Insurance Company prior to cancellation or any material change in policy coverage. The statement that "failure to provide such notice relieves the insurance company of any liability" shall not be written into the COI.

b. A Certificate of Compliance, executed by an officer of the Contractor's firm, certifying that the firm will always comply with the insurance requirements stated in this contract during performance

A Certificate of Insurance from the Contractor's insurance company or a Certificate of Compliance shall be furnished to the Contracting Officer ten (10) calendar days prior to performance. Failure to maintain the required coverage may result in termination of the contract.

(End of Section H - Special Contract Requirements)

Section I - Contract Clauses

FAR 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 three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, 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 as 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 User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

THE FOLLOWING CLAUSES ARE INCORPORATED BY ADDENDUM TO FAR 52.212-4:

FAR CLAUSE TITLE DATE

52.202-1 Definitions NOV 2013

52.203-3 Gratuities APR 1984

52.203-12 Limitation on Payments to Influence Certain

Federal Transactions

JUN 2020

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper

MAY 2011

52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011

52.204-13 System for Award Management Maintenance OCT 2016

52.204-18 Commercial and Government Entity Code Maintenance JUL 2016

52.204-21 Basic Safeguarding of Covered Contractor Information Systems JUN 2016

52.224-1 Privacy Act Notification APR 1984

52.224-2 Privacy Act APR 1984

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013

52.228-5 Insurance-Work on a Government Installation JAN 1997

52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2013

52.237-3 Continuity of Services JAN 1991

DFARS CLAUSE TITLE DATE

252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7003 Agency Office of the Inspector General DEC 2012

252.204-7000 Disclosure of Information OCT 2016

252.204-7003 Control of Government Personnel Work Product APR 1992

252.204-7004 Level I Antiterrorism Awareness Training for Contractors FEB 2019

252.204-7009 Limitations on the Use or Disclosure of Third-Party

Contractor Reported Cyber Incident Information

OCT 2016

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident

Reporting

DEC 2019

252.204-7015 Notice of Authorized Disclosure of Information for

Litigation Support

MAY 2016

252.205-7000 Provision of Information to Cooperative Agreement Holders DEC 1991

252.222-7999 Combating Race and Sex Stereotyping

(DEVIATION 2021-O0001)

NOV 2020

252.225-7012 Preference For Certain Domestic Commodities DEC 2017

252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns

SEP 2004

252.227-7015 Technical Data--Commercial Items FEB 2014

252.227-7016 Rights in Bid or Proposal Information JAN 2011

252.227-7025 Limitations on the Use or Disclosure of Government- Furnished

Information Marked with Restrictive Legends

MAY 2013

252.227-7030 Technical Data--Withholding Of Payment MAR 2000

252.227-7037 Validation of Restrictive Markings on Technical Data SEP 2016

252.232-7003 Electronic Submission of Payment Requests and

Receiving Reports

JUN 2012

252.232-7010 Levies on Contract Payments DEC 2006

252.237-7010 Prohibition on Interrogation of Detainees by

Contractor Personnel

JUN 2013

252.243-7002 Requests for Equitable Adjustment DEC 2012

252.244-7000 Subcontracts for Commercial Items JUN 2013

252.247-7028 Transportation of Supplies by Sea APR 2014

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

As part of price evaluation, the Government will evaluate its option to extend services (see FAR clause 52.217-8) by adding six (6) months of the offeror's final option period price to the offeror's total price. Offerors are required only to price the base and option periods. Offerors shall not submit a price for the potential six month extension of services period. The Government may choose to exercise the Extension of Services at the end of any performance period (base or option periods), utilizing the rates of that performance period.

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 15 days before the contract expires; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 42 months.

52.219-3 NOTICE OF HUBZONE SET-ASIDE OR SOLE SOURCE AWARD

(a) Definitions. See 13 CFR 125.1 and 126.103 for definitions of terms used in the clause.

(b) Applicability. This clause applies only to-

(1) Contracts that have been set aside or awarded on a sole source basis to, HUBZone small business concerns;

(2) Part or parts of a multiple-award contract that have been set aside for HUBZone small business concerns;

(3) Orders set-aside for HUBZone small business concerns under multiple-award contracts as described in 8.405- 5 and 16.505(b)(2)(i)(F); and

(4) Orders issued directly to HUBZone small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii).

(c) General.

(1) Offers are solicited only from HUBZone small business concerns. Offers received from concerns that are not HUBZone small business concerns will not be considered.

(2) Any award resulting from this solicitation will be made to a HUBZone small business concern.

(d) Limitations on subcontracting. The Contractor shall spend—

(1) For services (except construction), at least 50 percent of the cost of contract performance incurred for personnel on its own employees or employees of other HUBZone small business concerns;

(2) For supplies (other than acquisition from a nonmanufacturer of the supplies), at least 50 percent of the cost of manufacturing, excluding the cost of materials, on the concern or other HUBZone small business concerns;

(3) For general construction—

(i) At least 15 percent of the cost of contract performance incurred for personnel on its own employees;

(ii) At least 50 percent of the cost of the contract performance incurred for personnel on its own employees or on a combination of its own employees and employees of HUBZone small business concern subcontractors; and

(iii) No more than 50 percent of the cost of contract performance incurred for personnel on concerns that are not HUBZone small business concerns; or

(4) For construction by special trade contractors—

(i) At least 25 percent of the cost of contract performance incurred for personnel on its own employees;

(ii) At least 50 percent of the cost of the contract performance incurred for personnel on its own employees or on a combination of its own employees and employees of HUBZone small business concern subcontractors;

(iii) No more than 50 percent of the cost of contract performance to be incurred for personnel will be subcontracted to concerns that are not HUBZone small business concerns.

(e) A HUBZone small business contractor shall comply with the limitations on subcontracting as follows:

(1) For contracts, in accordance with paragraph (b)(1) or (2) of this clause— [Contracting Officer check as appropriate.] _ By the end of the base term of the contract and then by the end of each subsequent option period; or _ By the end of the performance period for each order issued under the contract.

(2) For orders, in accordance with paragraph (b)(3) or (4) of this clause, by the end of the performance period for the order.

(f) A HUBZone joint venture agrees that, in the performance of the contract, the applicable…