Att_1_IDIQ_Terms_&_Conditions.pdf

CUSTOMER EXPERIENCE IMPROVEMENT

INDEFINITE DELIVERY INDEFINITE QUANTITY (IDIQ)

SECTION 1 – SUPPLIES OR SERVICES AND PRICE/COSTS

1.1 Contract / Task Order Types

This is a single award indefinite delivery, indefinite quantity (IDIQ) contract. All services will be obtained through the issuance of firm-fixed-price (FFP), labor hour (LH), and time and material (T&M) Task Orders. Task Orders will be issued by a Contracting Officer (CO) with the Small Business Administration (SBA), Acquisitions Division.

1.2 Services and Supplies

The required services of the Performance Work Statement (PWS) shall be provided in accordance with the requirements specified in Section 2 of the IDIQ contract and any Task Order issued. The Contractor shall not begin performance prior to the issuance of a Task Order. Under no circumstances shall the cumulative value of all Task Orders exceed the stated maximum in the IDIQ contract.

1.3 Price/Costs

1.3.1 Contract Line Item Numbers (CLIN) and Descriptions

1.3.1.1 Labor

Labor rates established within this IDIQ and utilized on individual Task Orders may decrease at any time without the Contracting Officer’s (CO’s) approval, however, rate changes resulting in an increase to the agreed upon rates require written approval of the CO. If the Contractor and/or CO do not agree on pricing, this IDIQ shall not be utilized.

The labor categories and hourly rates identified by calendar year under this IDIQ shall not exceed the following [Contractor’s proposed labor categories and rates will be included at time of award. There is no prescribed number of labor categories.]:

CLIN Labor Category 2019 Rate CLIN Labor Category 2020 Rate 0001 TBD $xx.xx 1001 TBD $xx.xx 0002 TBD $xx.xx 1002 TBD $xx.xx 0003 TBD $xx.xx 1003 TBD $xx.xx 0004 TBD $xx.xx 1004 TBD $xx.xx 0005 TBD $xx.xx 1005 TBD $xx.xx 0006 TBD $xx.xx 1006 TBD $xx.xx 0007 TBD $xx.xx 1007 TBD $xx.xx 0008 TBD $xx.xx 1008 TBD $xx.xx 0009 TBD $xx.xx 1009 TBD $xx.xx

0010 TBD $xx.xx 1010 TBD $xx.xx

CLIN Labor Category 2021 Rate CLIN Labor Category 2022 Rate 2001 TBD $xx.xx 3001 TBD $xx.xx 2002 TBD $xx.xx 3002 TBD $xx.xx 2003 TBD $xx.xx 3003 TBD $xx.xx 2004 TBD $xx.xx 3004 TBD $xx.xx 2005 TBD $xx.xx 3005 TBD $xx.xx 2006 TBD $xx.xx 3006 TBD $xx.xx 2007 TBD $xx.xx 3007 TBD $xx.xx 2008 TBD $xx.xx 3008 TBD $xx.xx 2009 TBD $xx.xx 3009 TBD $xx.xx 2010 TBD $xx.xx 3010 TBD $xx.xx

CLIN Labor Category 2023 Rate 4001 TBD $xx.xx 4002 TBD $xx.xx 4003 TBD $xx.xx 4004 TBD $xx.xx 4005 TBD $xx.xx 4006 TBD $xx.xx 4007 TBD $xx.xx 4008 TBD $xx.xx 4009 TBD $xx.xx 4010 TBD $xx.xx

If during the life of the IDIQ contract a different labor category is needed to accomplish a Task Order, it may be proposed and possibly added to the IDIQ via a modification.

1.3.1.2 Long distance travel

CLIN [TBD at time of award] - Long distance travel costs will be reimbursed on an actual cost basis, in accordance with the limitations contained at Federal Acquisition Regulation (FAR) Subsection 31.205-46. Long distance travel is defined as travel over 50 miles. Local travel will not be reimbursed.

1.3.1.3 Other direct costs (ODCs)

CLIN [TBD at time of award] - ODCs purchased specifically for and are identifiable solely with performance under a Task Order awarded under this IDIQ contract will be reimbursed on an actual cost basis.

1.3.1.4 Indirect Burdens

CLIN [TBD at time of award] - Long distance travel and ODCs may be burdened with the Contractor’s indirect rates in accordance with the Contractor’s disclosed practices. The indirect rates over the term of the IDIQ shall not exceed the rates specified below:

Indirect Burden 2019 Rate 2020 Rate 2021 Rate 2022 Rate 2023 Rate

TBD TBD TBD TBD TBD TBD

TBD TBD TBD TBD TBD TBD

[Contractor’s applicable, not to exceed, indirect rates by calendar year. If no indirect rate is allowable, in accordance with the Contractor’s disclosed practices, no indirect/material handling rate shall be applied to or reimbursed on these costs].

1.3.2 Minimum and Maximum Amounts

1.3.2.1 Minimum Amount

The Government agrees to order a guaranteed contract minimum of $175,000.00.

1.3.2.2 Maximum Amount

The cumulative amount of all Task Orders placed under this contract shall not exceed $5,000,000.00.

Exceeding the ceiling price of the this contract or subsequent Task Orders is at the risk of the Contractor.

SECTION 2 – DESCRIPTION/SPECIFICATIONS/PERFORMANCE WORK STATEMENT

2.1 General

The United States (U.S.) Small Business Administration (SBA) is looking to comply with the Office of Management and Budget (OMB) guidance set under OMB’s Circular A-11 Section 280 to help federal agencies manage the customer experience (CX) and improve service delivery to organizations identified as a High Impact Service Provider (HISP). While only the SBA’s Office of Field Operations (OFO) was identified as a HISP, the SBA would like to enhance the overall Agency’s CX and capabilities and establish itself as a more CX-mindful culture.

CX refers to a combination of factors that result from touchpoints between an individual, business, or organization and the Federal Government over the duration of an interaction and relationship.

These factors include ease/simplicity, efficiency/speed, and equity/transparency of the process, quality of the service itself, and the helpfulness of service delivery employees. Similar to their application in the private sector, these factors can drive the overall satisfaction and confidence/trust with the program, agency, and the government at large.

This is a non-personal services contract to provide general management consulting services to help manage the customer experience and improve service delivery. The Government shall not exercise any supervision or control over the individuals performing the services herein. Such individuals shall be accountable solely to the Contractor, who in turn is responsible to the Government.

It is the intention of the SBA to utilize this IDIQ as the formal contract to obtain general management consulting services. The terms and conditions are set forth herein. Please note that Federal Acquisition Regulation (FAR) Part 13.303-1 and FAR Part 12 apply to this IDIQ.

This is a Small Business Set Aside under the National American Industry Classification System (NAICS) code 541611, “Administrative Management and General Management Consulting.”

2.2 Scope

2.2.1 Customer Understanding

Implementing activities and conducting qualitative and quantitative research across organizational silos to map intra-agency customer journeys, as well as inter-agency journeys where applicable, to build and continually refine a knowledge base of the agency’s customer segments and needs.

2.2.2 Business Process Model and Notation

Mapping out complex business processes to create shared understanding of complex programs and systems. The vendor may be asked to establish requirements that may be used for future IT development.

2.2.3 Outreach and Communication Materials

To support the implementation of Section 2.1, the vendor shall develop an internal communications plan to update key stakeholders throughout the project and completion of select milestones/deliverables. This includes providing support for the conceptualization, development (including initial drafting, editing, and design) production and distribution of marketing through a variety of mediums. The vendor may be asked to provide external outreach and marketing support for any recommended actions identified in the customer journey map final report.

2.2.4 Workforce Development

Through the completion of the customer journey mapping activity, internal customer (SBA staff) pain points may appear and revolve around workforce development. To improve their customer experience, some implementing activities may include a clear SOP, desk guide, training and other workforce development activities.

2.3 Description of Services / Objectives

The Contractor may be required to provide project planning and framing, internal communications, research and synthesizing, prioritization and planning, project closeout and continuous improvement implementation. While specifics methods are not prescribed, tasks may include:

2.3.1 Project Planning & Problem Framing

2.3.1.1 Facilitating meetings with project sponsors and key stakeholders to develop project plans that will lead to a common understanding of root problems, scope, and the context for change. Collaboratively defining and determining the most feasible and impactful areas of the customer journey map project. Developing project plans and documentation of insights from custom sessions.

2.3.1.2 Conducting stakeholder analysis and mapping.

2.3.1.3 Creating a research plan that clearly outlines milestones and deliverables, including recommended internal communications per milestone/deliverable.

2.3.1.4 Conducting a data audit of relevant literature, analogs, and precedents within the relevant office(s). Documenting insights and assumptions in the form of provisional personas, maps, or reports to provide a base of current knowledge.

2.3.1.5 Creating personas using a mix of recommended approaches/solutions so that each persona has its own corresponding journey map.

2.3.2 Internal Communications

Developing an internal communications plan to update key stakeholders throughout the project and completion of select milestones/deliverables.

2.3.3 Researching and Synthesizing

2.3.3.1 Creating interview scripts, surveys, or other qualitative and quantitative survey methods. Creating an interviewee recruitment plan.

2.3.3.2 Conducting interviews, observations, audits, and other inquiries with critical stakeholders (employees and users) to better understand their needs, insights, and experiences. Conducting research aimed at root cause analysis and stakeholder journeys based on framing workshop results.

2.3.3.3 Creating journey map(s) representing the experiences of key stakeholders and distinguishing both the front and backstage actors (participants), the emotional state, and “moments of truth” through the end to end process, including pain points and technical issues.

2.3.4 Prioritization and Planning

2.3.4.1 Analyzing the current state main issues and findings to identify ideas/improvements on how the new customer experience will look like (future state design).

2.3.4.2 Capturing a holistic vision for a new end-to end user experience.

2.3.4.3 Developing recommendations for opportunity areas and framing potential design interventions.

2.3.4.4 Prioritizing identified recommendations using an impact-effort matrix that will be translated into concrete implementation action plans.

2.3.4.5 Building a projected roadmap that explains potential next phases of work and frame proposed interventions within context, including any guidance on metrics, using the customer journey map for onboarding, or any follow up customer experience surveys.

2.3.5 Project Closeout and Continuous Improvement Implementation

2.3.5.1 Wrapping up projects and implementing identified planned actions.

2.3.5.2 Based on recommendations for implementation the use of IT products or services such as dashboards or chatbots to improve customer experience may be executed.

This may include creation of a CX dashboard to help the agency aggregate data and track feedback and trends from customer satisfaction surveys.

2.3.6 Business Process Model and Notation

Mapping out complex business processes to create shared understanding of complex programs and systems. The vendor may be asked to establish requirements that may be used for future IT development.

2.3.7 Weekly Reporting Requirement

For each Task Order issued against the IDIQ contract, the Contractor shall furnish weekly status reports detailing work that has been accomplished and upcoming work to be done.

2.4 Meetings and Conferences

The Contractor agrees to attend any post award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation Subpart 42.5.

The Contracting Officer, Contracting Officers Representative (COR), and other Government personnel, as appropriate, may meet periodically with the Contractor to review the contractor's performance. At these meetings the Contracting Officer will apprise the Contractor of how the Government views the Contractor's performance and the Contractor will apprise the Government of problems, if any, that are being experienced. Appropriate action shall be taken to resolve outstanding issues. These meetings shall be at no additional cost to the government.

2.5 Travel

Travel to SBA facilities may be required and will be specified in specific Task Orders. All long distance travel requirements (including plans, agenda, itinerary, or dates) shall be pre-approved by the Government (subject to local policy and procedures).

2.5.1 Pre-approval requests shall include, at a minimum, the Task Order number, number of persons in the party, traveler name, destination, duration of stay, purpose, and estimated cost.

2.5.2 Pre-approval requests shall be submitted in advance of the travel with sufficient time to permit review and approval.

2.5.3 The Contractor shall use only the minimum number of travelers and rental cars needed to accomplish the task(s). Travel shall be scheduled during normal duty hours whenever possible.

2.6 Recognized Holidays

New Year’s Day Labor Day Martin Luther King Jr’s Birthday Columbus Day President’s Day Veteran’s Day Memorial Day Thanksgiving Day Independence Day Christmas Day

2.7 Hours of Operation / Overtime

2.7.1 The Contractor is responsible for conducting business, between the hours of 9 a.m. through 6 p.m. EST Monday thru Friday except Federal holidays or when Government facilities are closed due to local or national emergencies, administrative closings, or similar Government directed facility closings. The Contractor must, at all times, maintain an adequate workforce for the uninterrupted performance of all tasks defined within this PWS when the Government facility is not closed for the aforementioned reasons. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce are essential.

2.7.2 Work is to be accomplished at the authorized Government or Contractor facilities. Work to be performed at other than these locations shall be approved by the Contracting Officer or the COR prior to performance.

2.7.3 All requests by the Contractor for overtime shall be in writing and reviewed and approved by the Contracting Officer prior to the Contractor working overtime. Overtime (OT) premium is not subject to profit. Premium pay is limited to Service Contract Labor Standards personnel and employees who are exempt from the Fair Labor Standards Act. Overtime must be authorized at the task order level.

SECTION 3 – PACKAGING AND MARKING

3.1 Packaging

All deliverables called for shall be packed and shipped in accordance with the best commercial practices in a manner that shall afford adequate protection against physical and environmental deterioration and damage during shipment.

3.2 Marking

All information submitted to the Contracting Officer, Contracting Officer’s Representative, or the Program Manager shall clearly indicate the IDIQ number, Task Order number, and attention to the specific addressee, as applicable.

3.2 SBA Branding

All deliverables must follow SBA brand guidance.

SECTION 4 – INSPECTION AND ACCEPTANCE

4.1 Place of Inspection and Acceptance

Inspection and acceptance of all work performance, reports, and other deliverables under this IDIQ shall be performed by the Contracting Officer’s Representative (COR) named in each Task Order.

4.2 Scope of Inspection

All deliverables will be inspected for content, completeness, accuracy, and conformance to Task Order requirements by the COR. Inspection may include validation of information or software through the use of automated tools, testing, or inspections of the deliverables, as specified in the Task Order. The scope and nature of this inspection will be sufficiently comprehensive to ensure the completeness, quality, and adequacy of all deliverables.

The Government requires a period not to exceed 15 workdays after receipt of final deliverable items for inspection and acceptance or rejection.

4.3 Basis of Acceptance

The basis for acceptance shall be compliance with the requirements set forth in each Task Order, the Contractor’s quote and relevant terms and conditions of the IDIQ. Deliverable items rejected shall be corrected in accordance with the applicable clauses.

Reports, documents, and narrative-type deliverables will be accepted when all discrepancies, errors, or other deficiencies identified in writing by the Government have been corrected. If the draft deliverable is adequate, the Government may accept the draft and provide comments for incorporation into the final version. All of the Government's comments on deliverables must either be incorporated in the succeeding version of the deliverable, or the Contractor must demonstrate to the Government's satisfaction why such comments should not be incorporated.

If the Government finds that a draft or final deliverable contains spelling errors, grammatical errors, or improper format, or otherwise does not conform to the requirements stated within the IDIQ and/or Task Order, the document may be immediately rejected without further review and returned to the Contractor for correction and resubmission. If the Contractor requires additional Government guidance to produce an acceptable draft, the Contractor shall arrange a meeting with the COR.

4.4 Draft Deliverables

The Government will provide written acceptance, comments, and/or change requests, if any, within 15 workdays (unless specified otherwise in Section 5 - Deliverables or Performance) from Government receipt of the draft deliverable.

Upon receipt of the Government comments, the Contractor shall have ten workdays to incorporate the Government's comments and/or change requests and to resubmit the deliverable in its final form.

4.5 Written Acceptance/Rejection by the Government

The CO and/or COR will provide written notification of acceptance or rejection of all final deliverables within 15 workdays (unless specified otherwise in Section 5 - Deliverables or Performance). All notifications of rejection will be accompanied with an explanation of the specific deficiencies causing the rejection.

4.6 Non-Conforming Products or Services

Non-conforming products or services will be rejected. Deficiencies will be corrected, by the Contractor, within ten workdays of the rejection notice. If the deficiencies cannot be corrected within ten workdays, the Contractor shall immediately notify the COR of the reason for the delay and provide a proposed corrective action plan within ten workdays.

If the Contractor does not provide products or services that conform to the requirements of the IDIQ and Task Order, the Government will not pay the fixed price associated with the non-conforming products or services.

4.7 Notice Regarding Late Delivery

In the event the Contractor anticipates difficulty in complying with any delivery dates, the Contractor shall notify the COR and the Contracting Officer, in writing, no less than five (5) working days prior to the scheduled delivery date. In the written notification, the Contractor shall identify pertinent details, including the date by which it expects to make delivery. This data shall be informational in nature and receipt thereof shall not be construed as a waiver by the Government of any schedule, rights, or remedy.

SECTION 5 – DELIVERABLES OR PERFORMANCE

5.1 Deliverables

5.3.1 All deliverables and reports must be print-ready, web-ready, and 508 compliant for public viewing.

5.3.2 The Contractor may be requested to submit electronic versions of the deliverables by email.

Electronic formats must be compatible with Microsoft Windows Suite.

5.3.3 The Contractor shall notify the Task Order’s COR as soon as it becomes apparent to the

Contractor that a scheduled delivery will be late. The Contractor shall include the rationale for late delivery, the expected date for the delivery, and the project impact of the late delivery. The Task Order’s COR will review the new schedule and provide guidance to the Contractor. Such notification in no way limits any Government contractual rights or remedies including, but not limited to, termination.

5.2 Place of Performance

The services to be performed under this IDIQ will be performed at the Vendor’s facility.

5.3 Period of Performance

5.3.1 The IDIQ contract ordering period of performance is as follows:

[The ordering period is anticipated to be five years from date of award. Specific dates will replace this text in the final contact].

5.3.2 The period of performance for each individual Task Order will be specified within the Order.

Task Orders may contain Options. The period of performance of all Task Orders shall end no more than 12-months following the end of the IDIQ contract ordering period of performance.

SECTION 6 – CONTRACT ADMINISTRATION DATA

6.1 Contract Management

Notwithstanding the Contractor's responsibility for total management during the performance of this Contract, the administration of the Contract will require maximum coordination between the Government and the Contractor. The following individuals will be the Government points of contact during the performance of the Contract.

6.1.1 Contracting Officer (CO) / Contract Administrator (CA)

The CO and CA for this requirement will be:

Rachelle Colon-Serna, Contracting Officer U.S. Small Business Administration OCFO/Acquisitions Division 721 19th Street Denver, CO 80202 Phone: (303) 844-4752 Email: rachelle.colon-serna@sba.gov

6.1.2 Contracting Officer’s Representative (COR)

The CO will appoint a COR in writing for each TO through a COR Appointment Letter that will be provided to the contractor upon award. The COR will receive, for the Government, all work called for by the Task Order and will represent the CO in the technical phases of the work. The COR will provide no supervisory or instructional assistance to contractor personnel.

The COR is not authorized to change any of the terms and conditions, scope, schedule, and price of the Contract or the Task Order. Changes in the scope of work will be made only by the CO by properly executed modifications to the Contract or the Task Order.

The COR for this requirement will be [to be completed at time of award]:

[POC Name, Title Company Name Address 1 Address 2 City, State Zip Code Phone: (xxx) xxx-xxxx Email: email address]

6.1.3 Contractor’s Contract Administrator / Program Manager

The Contractor’s Contract Administrator / Program Manager will be [to be completed at time of award]:

[POC Name, Title Company Name Address 1 Address 2 City, State Zip Code Phone: (xxx) xxx-xxxx Email: email address]

6.2 Invoice submission and requirements

An itemized invoice shall be submitted at least monthly or upon expiration of this IDIQ, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. These invoices need not be supported by copies of delivery tickets.

Invoices will only be accepted via IPP. Vendors must enroll at https://www.ipp.gov/.

Contractors are solely responsible for ensuring invoices are received by the SBA. In addition, it is recommended Contractors notify the CO and Technical POC or COR when invoicing.

Do not submit invoice(s) prior to start date of the period of performance.

Failure to cite the following information may result in non-payment/rejection of invoice.

When submitting invoice(s) the following information (if applicable) is required on every invoice:

A. Vendor Name and address B. Invoice Date C. Invoice Number D. IDIQ Number https://gcc01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.ipp.gov%2F&data=02%7C01%7CRachelle.Colon-Serna%40sba.gov%7Cb5322660942945b9ce6b08d6c43b4787%7C3c89fd8a7f684667aa1541ebf2208961%7C1%7C0%7C636912156234573223&sdata=VUDmoxMi8frlyC%2B43x0O4SKBHhsq3a4RGL7Qziti484%3D&reserved=0

E. Task Order Number F. Requisition Number G. Description, quantity, unit of measure, unit price, and extended price of items delivered H. Terms of any discount for prompt payment offered I. Name, title, and phone number of person to notify in event of rejected invoice J. Any other information requested by the Contracting Officer on the Award document

SECTION 7 – SPECIAL CONTRACT REQUIREMENTS

7.1 Extent of Obligation

This IDIQ does not obligate any funds. Funds shall be obligated when Task Orders are placed against this IDIQ by an SBA Contracting Officer (CO). The Government is obligated only to the extent of authorized Task Orders made under the IDIQ.

7.2 Purchase Limitation

No single Task Order shall exceed $500,000.00. The aggregate of all Task Orders issued against this IDIQ should not exceed $5,000,000.00.

7.3 IDIQ Authorities

7.3.1 Users

Any program office within the SBA may request for the SBA Acquisitions Division to create a Task Order off of this IDIQ. However, authorization for placing and administering Task Orders under this IDIQ lay solely with the SBA Acquisitions Division and personnel who possess the appropriate warrant.

7.3.2 CO’s Authority

SBA COs are the ONLY personnel authorized to approve changes to the terms and conditions under this IDIQ. In the event the Contractor effects an unauthorized change, at the direction of any person other than an SBA CO, implementation of such change shall be considered made without authority and solely at the risk of the Contractor.

7.3.3 Contractor’s Authority

The Contractor shall not accept any instructions issued by Government personnel other than those given by the CO or the Contracting Officer’s Representative (COR) acting within the limit of his/her written authority. The Contractor shall not in any way represent that he/she is a part of the U.S. Government or that he/she has any authority to contract or procure services under the account of the United States of America or the SBA.

7.4 Quality Control

The Contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with the Performance Work Statement (PWS). The Contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The Contractor’s quality control program is the means by which the company assures that the support provided complies with the requirement of the IDIQ.

7.5 Quality Assurance

The Government shall evaluate the Contractor’s performance under this IDIQ in accordance with the Quality Assurance Surveillance Plan. This plan is primarily focused on what the Government must do to ensure that the Contractor has performed in accordance with the performance standards.

It defines how the performance standards will be applied, the frequency of the surveillance, and the minimum acceptable defect rate(s).

7.6 Task Order Procedures

Each Task Order shall be in accordance with the following procedures:

7.6.1 The Government requirement will be communicated to the Contractor in a Request for Quote

(RFQ).

7.6.2 If the Contractor is unable to perform the requirement, the Contractor may “No Bid” the Task Order RFQ. All “No Bids” shall include a brief statement as to why the Contractor is unable to perform.

7.6.3 The Government will evaluate the Task Order quotes, to include Option periods, on the basis of the Contractor’s technical and management approach, staff qualifications, and cost/price.

Based on these factors, the Government will determine the acceptability of the technical and management approach and staff qualifications and the fair and reasonableness of the cost/price. The Government reserves the right to change these evaluation factors and will inform the Contractor of any variations from this paragraph at the time the individual Task Order quotes are requested.

7.6.4 Task Order Content

Each Task Order issued will include:

1. Effective date of the Task Order

2. Contract and Task Order Number

3. Type of Task Order

4. Line item number, description, quantity, and unit price

5. Total price

6. Scope, including reference to applicable (contract) specifications

7. Delivery or performance schedule

8. Place of delivery or performance

9. Any packaging, packing, and shipping instructions

10. Accounting and appropriate data

11. Method of payment and payment office

12. Other information as appropriate to be made available for performance of the Task Order.

7.6.5 Unauthorized Work

The Contractor is not authorized to commence task performance prior to issuance of a signed Task Order or written approval provided by the CO to begin work.

7.6.6 Task Funding Restrictions

No unfunded tasks are allowed.

7.6.7 Task Order Issuance

Task Orders will be issued by electronic mail on an OF 347, Order for Supplies and Services.

7.6.8 Incremental Funding

Task Orders may be incrementally funded under the authority of FAR 52.232-22, Limitation of Funds.

7.6.9 Deficiencies

The Contractor is expected to correct deficiencies brought to its attention by the Government or otherwise known by the contractor in as expedient of a manner as possible.

7.6.10 Invoices

The Contractor shall prepare and submit invoices in accordance with Section 6.6 of this

IDIQ.

7.6.11 In Progress Reviews (IPRs)

The Contractor agrees to attend IPRs as scheduled by the CO and/or the COR. IPRs are anticipated to be held no more than semi-annually.

7.7 Task Order Quotes

The Contracting Officer will issue a PWS describing all services to be performed or supplies to be delivered so the full cost or price for the performance of the work can be established when the Task Order is placed. Task Orders shall be within the scope, issued within the period of performance, and be within the maximum value of the IDIQ contract. A proposal response time and date will be cited in the RFQ.

7.7.1 Format

Task Order quotes will be submitted in the format delineated below, however, the Government reserves the right to change the RFQ format. Any variations will be announced at the time when individual Task Order quotes are requested.

7.7.1.1 Technical and Management Approach

The Contractor shall submit a narrative describing the technical and management approach to meeting the Government’s objectives, a personnel and staffing plan, proposed labor categories, and the availability of the proposed resources (i.e. within X days of order). The narrative shall identify and address assumptions affecting the technical proposal citing the component(s) of the proposal to which they pertain. The Government reserves the right to reject any quote that includes any assumption that adversely impacts the Government’s requirements (5-pages maximum).

7.7.1.2 Personnel Matrix

The Contractor shall submit a one-page matrix that identifies all personnel proposed to the Task Order, the tasks numbers in the Task Order PWS that each individual will be responsible for and/or assisting with, and the number of proposed hours. If a proposed individual is currently charged to another Government Contract or Order, or proposed as such in response to an RFQ, the proposal shall specifically note which Contract, Order, and/or RFQ and the number of hours dedicated to that effort. Plans for satisfying all requirements shall be discussed (1 page maximum). In addition, the Contractor shall submit resumes for Key Personnel (3-page limit per resume) proposed as part of the Task Order.

7.7.1.3 Price Quotes

The Contractor shall submit a price quote, in a Microsoft Excel compatible format, which includes a list of each proposed labor category, the proposed number of hours and the corresponding hourly labor rate for each period of performance. Pricing shall be in accordance with the terms and conditions set forth in the IDIQ contract. The price quote should include all calculations/formulas used to develop the costs/price (no page limit).

7.7.2 Clarifications

The Contractor shall submit all requests for clarification in writing to the Contracting Officer by the date/time listed in the RFQ and furnish a copy to the COR.

7.7.3 RFQ Costs

All costs associated with the development, presentation and negotiation of the Contractor’s quote will be at the Contractor’s exepense. It is the Government’s intent to issue Task Orders for all quotes requested, however, circumstances may arise that will prevent the Government from issuing a Task Order, i.e. funding issues, or the effort may no longer be required.

7.7.4 Period of Performance

The period of performance for Task Orders placed against this IDIQ are expected to commence on the date specified in the Task Order unless the Contractor notifies the Government why the Task Order cannot be fulfilled as requested.

7.8 Key Personnel

The following are the minimum personnel who shall be designated as “Key.” The Government does not intend to dictate the composition of the ideal team to coordinate and monitor performance for this IDIQ.

[Name and title of Key Personnel to be completed at time of award]

The Government desires that Key Personnel be assigned for the duration of the IDIQ. Key Personnel may be replaced or removed subject to Section 7.9 - Special Contract Requirements, Key Personnel Substitution.

7.9 Key Personnel Substitution

7.9.1 The Contractor shall not replace any personnel designated as Key Personnel without the written concurrence of the CO.

7.9.2 Prior to utilizing personnel other than those specified in each Task Order, the Contractor shall notify the CO and the COR of the existing Task Order. This notification shall be no later than ten calendar days in advance of any proposed substitution and shall include justification (including resume(s) and labor category of proposed substitution(s)) in sufficient detail to permit evaluation of the impact on the Task Order’s performance.

Substitute personnel qualifications shall be equal to, or greater than, those of the personnel being substituted. If the CO and COR determine that a proposed substitute personnel is unacceptable, or that the reduction of effort would be so substantial as to impair the successful performance of the work under the Task Order, the Contractor may be subject to termination for cause as prescribed by FAR 52.212-4.

7.10 Government Furnished Resources

7.10.1 Services

The Government will provide the Contractor will email addresses and SBA brand guidance.

7.10.2 Materials

The Government will provide materials to be analyzed for any data audits such as Standard Operating Procedures and Desk Guides.

7.11 Contractor Furnished Items and Responsibilities

The Contractor shall provide the necessary resources and infrastructure to manage, perform, and administer the contract which includes, but is not limited to, all supplies, equipment, software, facilities and services.

7.12 Contractor Personnel, Disciplines, and Responsibilities

The Contractor shall accomplish the assigned work by employing and utilizing qualified personnel with appropriate combinations of education, training, and experience. The Contractor shall match personnel skills to the work or task with a minimum of under/over employment of resources. The Contractor shall ensure the labor categories, rates, and man-hours utilized in the performance of each Task Order issued hereunder will be the minimum necessary to accomplish the task.

7.13 Personnel Administration

The Contractor shall provide the following management and support as required.

7.12.1 The Contractor shall maintain the currency of their employees by providing initial and refresher training as required to meet the PWS requirements. The Contractor shall make necessary travel arrangements for employees.

7.12.2 The Contractor shall provide administrative support to employees in a timely fashion (time keeping, leave processing, pay, emergency needs).

7.14 Organizational Conflict of Interest

If the Contractor has or is currently providing support or anticipates providing support to the SBA that creates or represents an actual or potential organizational conflict of interest (OCI), the Contractor shall immediately disclose this actual or potential OCI in accordance with FAR Subpart

9.5. The Contractor is also required to complete and sign an Organizational Conflict of Interest Statement in which the Contractor (and any subcontractors, consultants or teaming partners) agrees to disclose information concerning the actual or potential conflict with any quote for any solicitation relating to any work in the IDIQ and subsequent Task Orders. All actual or potential OCI situations shall be handled in accordance with FAR Subpart 9.5.

7.15 Section 508 Compliance Requirements

7.15.1 Unless the Government invokes an exemption, all Electronic and Information Technology

(EIT) products and services provided shall fully comply with Section 508 of the Rehabilitation Act of 1973, per the 1998 Amendments, 29 United States Code (U.S.C.)

794d, and the Architectural and Transportation Barriers Compliance Board’s Electronic and Information Technology Accessibility Standards at 36 Code of Federal Regulations

(CFR) 1194.

7.15.2 The Contractor shall identify all EIT products and services provided, identify the technical standards applicable to all products and services proposed, and state the degree of compliance with the applicable standards.

7.15.3 The Contractor must clearly indicate where the information pertaining to Section 508 compliance can be found (e.g., Vendor’s or other exact web page location).

7.15.4 The Contractor must ensure that the list is easily accessible by typical users beginning at time of award.

7.16 Security and Safety

7.16.1 All contractor personnel with access to the SBA’s unclassified information systems, including e-mail, shall have at a minimum, a favorable National Agency Check (NAC).

7.16.2 Any Government furnished information shall not be retained nor shared with outside companies.

7.17 Subcontracting

Establishments proposed for subcontracting shall meet all of the terms, conditions, and specifications of services in this IDIQ.

7.18 System for Award Management (SAM)

The Contractor must be registered in the System for Award Management website (https://www.sam.gov) and maintain their registration currency by renewing their registration annually.

7.19 Acquisition of Equipment and Supplies

Equipment and supplies not originally proposed that cost $3,000.00 or more per item shall be acquired competitively in accordance with the FAR. If items are not available competitively, the Contractor shall submit a sole source justification to the Contracting Officer. The following information shall be included on the justification: (i) Vendor's name, (ii) Vendor's address, (iii) telephone number, (iv) business size, (v) cost of each item (to include shipping), (vi) total cost of the order, and (vii) a justification explaining why the items cannot be obtained through competition.

7.20 Disclosure of Information

7.20.1 Performance under this IDIQ contract may require the Contractor to access data and information proprietary to a Government agency, another Government Contractor, or of such nature that its dissemination or use other than as specified in this IDIQ contract would be adverse to the interests of the Government or others. Neither the Contractor, nor Contractor personnel, shall divulge nor release data or information developed or obtained under performance of the IDIQ contract except to authorize Government personnel or upon written approval of the Contracting Officer. The Contractor shall not use, disclose, or reproduce proprietary data that bears a restrictive legend, other than as specified in the

7.20.2 To the extent the Contractor receives or is given access to proprietary data, data protected by the Privacy Act of 1974, or other classified or privileged technical, business or financial information under this PWS, the Contractor shall treat and protect Privacy Act information in accordance with any restrictions imposed on such data. Such information and materials will be protected. Access includes the functions of record management, data handling, storage, electronic transmission and physical distribution.

7.20.3 As required by the Contracting Officer or designee, the Contractor shall agree to enter into a written agreement with any firm whose proprietary data is used in conjunction with performance of this PWS. The Contractor shall furnish the Contracting Officer with executed copies of such agreements and shall not use any proprietary information for any purpose other than which it was provided.

7.20.4 Neither the Contractor nor the Contractor's employees shall disclose, or cause to be disseminated, any information concerning the operations of the activity that could result in, or increase the likelihood of, the possibility of a breach of the activity's security or interrupt the continuity of its operation.

7.20.5 All inquiries received by the Contractor for information concerning work performed under this IDIQ contract shall be referred to the Government for evaluation. The determination of whether records will be released will remain with the Government. The Contractor shall assist the COR in compiling information or records for submission upon request by the Government.

7.20.6 The Contractor shall not release any information (including photographs, files, public announcements, statements, denials or confirmations) on any part of the subject matter of this contract or any phase of any program there under without the prior written approval of the COR. All documentation showing individual's names or other personal information shall be controlled and protected.

7.20.7 The Contractor shall use any data furnished by the Government only for performance under this PWS, and shall return copies of such data to the Government upon completion of this effort.

7.20.8 Data pertaining to other contracts/services may reside on IT systems utilized or accessed by other Government organizations where Contractor personnel may be performing.

Contractor personnel shall in no way divulge this information or use this information for its gain. The Contractor shall notify the Contracting Officer of any potential conflicts of interest.

7.20.9 All Contractor personnel shall sign non-disclosure agreements to protect all Government information to which he or she have access to both during and after contract performance is completed. The non-disclosure agreements will provide that the Contractor's employees will not disclose the information at any time.

7.21 Representation and Certifications of Offerors

The Representations, Certifications and Other Statements of Offerors will not be distributed with the IDIQ contract; however, the documents are incorporated by reference and form a part of the resultant IDIQ contract as though furnished in full text.

7.22 Definitions

Contracting Officer (CO): The ONLY Government official with the authority to modify, change, cancel or otherwise deviate from the Contract in any manner.

Contracting Officer’s Representative (COR): Designated Government Official appointed, in writing, by the CO to act with limited roles and responsibilities. This individual has authority to provide technical direction to the Contractor as long as that direction is within the scope of the contract, does not constitute a change, and has no funding implications. This individual does NOT have authority to change the terms and conditions of the contract.

Deficiency: A material failure to meet a Government requirement or a service output that does not meet the standard of performance associated with the Performance Work Statement.

Deliverable: Anything that can be physically delivered, but may include non-manufactured things such as meeting minutes, reports, plans, raw data, surveys, guides, etc.

Federal Acquisition Regulations (FAR): Federal regulations governing the implementation of this BPA.

Indefinite Delivery Indefinite Quantity (IDIQ) contract: A legally binding contract between the Government and a contractor providing for an indefinite delivery and indefinite quantity or specific supplies or services during a fixed period, with deliveries to be scheduled by placing orders for individual requirements with the Contractor.

Modification (MOD or P000XX): A written change to the contract that can be uni-laterally or bi-laterally agreed to by both parties.

Obligation: A definite commitment that creates a legal liability of the government for the payment of goods and services ordered or received.

Subcontractor: One that enters into a contract with a prime contractor. The Government does not have privity of contract with the subcontractor.

SECTION 8 – CONTRACT CLAUSES

8.1 FAR 52.252-2 Clauses Incorporated by Reference (Feb 1998)

This IDIQ incorporates the following clauses by reference with the same force and effect as if they were given in full text. The full text of a provision text of each provision and clause can be accessed electronically at: https://www.acquisition.gov/far/

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights (Apr 2014) 52.204-7 System for Award Management (Oct 2018) 52.204-13 System for Award Management Maintenance (Oct 2018) 52.204-16 Commercial and Government Entity Code Reporting (Jul 2016) 52.204-18 Commercial and Government Entity Code Maintenance (Jul 2016) 52.212-4 Contract Terms and Conditions-Commercial Items (Oct 2018), Alt I (Jan 2017) 52.217-8 Option to Extend Services (Nov 1999) 52.217-9 Option to Extend the Term of the Contract (Mar 2000) 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Dec 2013)

8.2 FAR 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the System for Award Management viahttps://www.sam.gov.

(b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L. 111-212), all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consists of two segments-

(1) The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by-

(i) Government personnel and authorized users performing business on behalf of the Government; or

(ii) The Contractor, when viewing data on itself; and

(2) The publicly-available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a waiting period of 14 calendar days, except for-

(i) Past performance reviews required by subpart 42.15;

(ii) Information that was entered prior to April 15, 2011; or

(iii) Information that is withdrawn during the 14-calendar-day waiting period by the Government official who posted it in accordance with paragraph (c)(1) of this clause.

(c) The Contractor will receive notification when the Government posts new information to the Contractor’s record.

(1) If the Contractor asserts in writing within 7 calendar days, to the Government official who posted the information, that some of the information posted to the non-public segment of FAPIIS is covered by a disclosure exemption under the Freedom of Information Act, the Government official who posted the information must within 7 calendar days remove the posting from FAPIIS and resolve the issue in accordance with agency Freedom of Information procedures, prior to reposting the releasable information. The contractor must cite 52.209-9and request removal within 7 calendar days of the posting to FAPIIS.

(2) The Contractor will also have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3) As required by section 3010 of Pub. L. 111-212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available.

(d) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.

(End of clause)

8.3 FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items (Oct 2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

https://www.sam.gov/ https://acquisition.gov/content/part-42-contract-administration-and-audit-services#i1074222 https://acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1062651

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L.

115-91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(4) 52.233-3, Protest After Award (Aug 1996) (31U.S.C.3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and

108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

___ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C.