ATT_04_DISP_GA_FAR_52.212-4_Addendum11302017.doc

RFQ No.:88310318Q00015

ATTACHMENT 4

NARA TERMS AND CONDITIONS

(Addenda to FAR 52.212-4, Contract Terms and Conditions)

The following additional terms and conditions are incorporated and are to remain in full force in any resultant contract and associated delivery order(s):

1. PAYMENT/REPORT SUBMISSION REQUIREMENTS

A. The Contract Specialist assigned to this contract is:

Name: Kevin Schumacher, Contract Specialist

Office of the Chief Acquisition Officer, Code Z

1 Archives Drive, Room 380

Saint Louis, MO 63138

Telephone: 314-801-0596

Email: kevin.schumacherr@nara.gov B. The Government Point Of Contact (POC) for this requirement is:

Name: TDB

FRC Ellenwood

4712 Southpark Blvd

Ellenwood, GA 30294

C. MARK FOR INFORMATION. The vendor must include the following information clearly on the shipping container address label:

Award Number: TDB

Accepting POC: TDB

Code: TDB

Room: TDB

D. The Remittance/Payment address is :

Name: TDB

National Archives and Records Administration

FRC Ellenwood

4712 Southpark Blvd

Ellenwood, GA 30294

Telephone:

Email:

E. Monthly Reports: The Contractor shall provide NARA with detailed monthly accounts of a) the volume of paper processed and recycled measured in pounds / tons; b) tare weight deductions and c) the total value of that paper based on a composite price defined in accordance with high Pulp & Paper Week (PPW) for price at the area nearest the facility/facilities or the area specifically named in the contract, for the date of pick up of the load. Each monthly report shall be provided to the CO and the COR. These reports shall be provided within 30 days of the end of the month reported. Reports shall contain data for the prior month, and shall include the relevant weigh tickets and certificates of destruction.

The Monthly Report shall be "itemized" by the contractor and shall identify the following:

1) the date(s) the shipment(s) was/were picked up by the contractor

2) the gross weight of the shipment,

3) the tare weight deduction

4) the net paper weight of the shipment

5) the going market rate as listed in PPW and the market being cited (e.g. New York)

6) the discount rate applied to the PPW

7) the dollar value of the shipment.

8) the cumulative dollar total. (if multiple shipments on the one report), and

9) the ticket number for each shipment (attach copy of all tickete for the month)

F. Weight Tickets & Certificates of Destruction (COD). The contractor shall provide both a weight ticket and a COD within 7 days of receiving a shipment to the POC in para 1.D. above. The Contractor shall weigh each load of wastepaper on the day of pick-up. The Contractor shall arrange for and pay all expenses of weighing on certified scales or other scales acceptable to the COR. Copies of weigh tickets (or equivalent) that show the weight of paper in each trailer will be included in the monthly reports. A copy of each relevant COD shall be included with the report.

G. Payment to the Records Center. The Contractor will submit a payment by the 30th day of each month for all activity during the prior month, in accordance with the Receipt of Recycling Revenues clause based on the percentage of the high Pulp and Paper Week for mixed paper at the time of receipt of the paper by the contractor (date of pick up). The contractor's payment shall include the following information and/or attached documentation:

1) Make checks payable to the “National Archives and Records Administration."

2) The ticket number for the shipment(s) being paid placed on the payment documentation, to allow for the government to easily match the payment with NARA’s shipments (tickets)

3) Name of the business concern and date

4) The complete contract number

5) Monthly Reports (See para 1.G. above for requirments) and,

6) Government Organization (s).

H. Payment shall be submitted monthly unless otherwise stated elsewhere in the contract.

I. For payment questions call the Administrative Officer FRC Atlanta Marian Jones-Smith at 404-736-2826 (End of Clause)

2. INVOICE SUBMISSION REQUIREMENTS (IPP)

A. The preferred method for invoicing is through the Invoice Processing Platform (IPP) which is a secure web-based electronic invoicing and payment information system. This service is provided by the U.S. Treasury's Bureau of the Fiscal Service free of charge to federal agencies and contractors. IPP allows contractors to view information regarding their contracts and orders, electronically submit invoices and view payment information.

B. The IPP website address is https://www.ipp.gov. Contractors can obtain enrollment assistance by contacting the Fiscal Service Accounts Payable Help Desk via e-mail at AccountsPayable@fiscal.treasury.gov or by phone at 304-480-8000, Option 7.

C. Contractors that are not able to utilize the IPP system for submitting payment requests may submit invoices electronically by e-mail to AccountsPayable@fiscal.treasury.gov. Microsoft Excel, Adobe Acrobat Portable Document Format (PDF) and Microsoft Word are acceptable formats.

D. The contractor's invoice shall include the following information and/or attached documentation:

1. Name of the business concern and invoice date;

2. The complete contract number and/or delivery/task order number preceded by the letters NAMA;

3. Description, price, and quantity of services actually delivered or rendered and segregated by CLIN and/or SUBCLIN number (s);

4. Payment Terms;

5. DUNS number;

6. Taxpayer's Identification Number (TIN);

7. Government Fund Cite; and (8) Government Organization ordering the items

E. Invoices for services shall be submitted monthly unless otherwise stated elsewhere in the contract.

F. All invoices will be paid using information from the System for Award Management (SAM). Therefore, payment will be made to the EFT information that matches the DUNS number for this award.

G. For invoice and payment questions call the Fiscal Service AP Help Desk at 304-480-8000, Option 7.

(End of Clause)

3. – FINAL PAYMENT

Before final NARA payment is made, the Contractor must furnish to the CO a written release of all claims against the Government arising by virtue of the contract, other than claims in stated amounts as may be specifically excluded by the Contractor from the operation of the release. If the Contractor’s claim to amounts payable under the contract has been assigned under the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 203, 41 U.S.C. § 15), a release may also be requested of the assignee. To ensure that all necessary adjustments for non-performance or unsatisfactory performance have been made and a release of claims has been submitted before the contract is closed out, the final NARA payment will be made in thirty (30) calendar days after receipt of a proper invoice, date of completion of performance, or receipt of release of claims by the CO, whichever is later.

(End of Clause)

4. DELIVERY

Delivery times will be as established in the orders.. Delivery must be made during regular business hours unless mutually agreed upon by NARA and the Contractor. Delivery must be made as ordered, in the specific quantities, to the specified destinations.

Items will be shipped FOB Destination to all NARA Sites as shown on Delivery Orders. The Contractor shall be responsible for risk of loss and any damages to items during shipment (see FAR 52.212-4 (j).

(End of Clause)

5. DESIGNATION OF CONTRACTING OFFICER’S REPRESENTATIVE (COR)

a.

COR: TBD

Phone: TBD

E-Mail: TBD

b. The individual named above is designated as the Contracting Officer’s Representative (COR) to assist the Contract Specialist (CO) in the discharge of the CO’s responsibilities. The COR is responsible for monitoring, giving progress reports to the CO, and overall technical surveillance of services to be performed under this purchase order and should be contacted regarding questions or problems of a technical nature. In no event will any understanding or agreement, modification, change order, or other matter deviating from the terms of the purchase order between the Vendor and any person other than the CO be effective or binding upon the Government.

c. When, in the opinion of the Vendor, the COR requests effort outside the existing scope of the purchase order, the Vendor must promptly notify the CO in writing.

d. No action will be taken by the Vendor under such technical instruction unless the CO has issued a contractual change.

e. The responsibilities of the COR include, but are not limited to, the following:

(1) Serve as the point-of-contact through which the Vendor can relay questions or problems of a technical nature to the CS and the CO;

(2) Be responsible for the inspection and acceptance of the services performed and determining the adequacy of performance by the Vendor in accordance with the terms and conditions of this purchase order;

(3) Confer with representatives of the Vendor regarding any non-performance or unsatisfactory performance; following through to assure that all non-performance or unsatisfactory performance is performed/corrected or payment adjustment is recommended to the CS and the CO;

(4) Review and certify invoices in accordance with invoicing instructions of the purchase order. Maintain a file with copies of these documents;

(5) Review and evaluate Vendor’s cost estimates, furnish comments, and recommendations to the CS and the CO;

(6) Advise the CS of any performance problems and make recommendations for corrective action to correct performance issues;

(7) Furnish the CS with any requests for change, deviation, or waiver (whether generated by Government personnel or Vendor personnel), including all supporting paperwork in connection with such change, deviation, or waiver; and

8) Submit a written evaluation to the CS and the CO within 60 days of purchase order completion or annually on the anniversary for purchase orders that include options. The evaluation must include:

(i) The quality and timeliness of the Vendor’s performance; and

(ii) A statement as to the uses made of any deliverables furnished by the Vendor.

f. In addition to the specific duties as listed above, you are also responsible for knowing the employment status of the Vendor’s employees working at the Truman Presidential Library & Museum. When you are notified that the Vendor’s employee is leaving the purchase order or the work site has changed, you must notify BX of the new status. You should also ensure that the Vendor’s employee returns the NARA issued identification when they no longer need access to the buildings. Your signature is required on the Vendor’s Identification Card Authorization in order for the Vendor’s employee to be issued a NARA identification badge and a proximity card. An identification badge a proximity card will not be issued without a signed Authorization that includes an expiration date. Please refer to NARA Directive 275 for more information on Vendor’s employees’ identification badge issuance.

6. STANDARDS OF CONDUCT

a.

The Contractor shall be responsible for maintaining satisfactory standards of employee competency, conduct, appearance, and integrity. The Contractor is also responsible for ensuring that its employees and those of its subcontractor(s) do not disturb papers on desks, open desk drawers or cabinets, use Government telephones, except as authorized, or otherwise jeopardize the security and the privacy of Government employees, its clientele, and the contents and property of the federal building(s) in which the contract work is performed. Each employee or supervisor of the Contractor is expected to adhere to standards of behavior that reflect credit on themselves, their employer, and the Federal Government.

b.

The Contractor shall be responsible for taking such disciplinary action, including suspension without pay or removal from the worksite, with respect to its employees, as may be necessary to enforce those standards.

c.

Where applicable, the requirements of this clause shall be expressly incorporated into subcontract(s) and shall be applicable to all subcontractor employees who may perform recurring services or work at the federal building and grounds of this Contract.

d.

The Government retains the right to permanently remove any employee of the Contractor from performing duties assigned under this Contract at the federal building or grounds should the employee's performance so warrant. The Government will request the Contractor to immediately remove any employee of the Contractor from the federal building/work-site should it be determined by the Contracting Officer that the individual employee of the Contractor is "unsuitable" for security reasons or for otherwise being found to be unfit for performing his assigned duty at a federal building. The following areas (not all inclusive) are considered justification for requesting the Contractor to immediately remove an employee from a federal building/work site:

(1) Neglect of assigned duty and refusing to render assistance or cooperate in upholding the integrity of the security programs at the worksite;

(2) Falsification or unlawful concealment, removal, mutilation, or destruction of any official documents or records, or concealment of material facts by willful omissions from official documents or records;

(3) Disorderly conduct, use of abusive or offensive language, quarreling, intimidation by words or actions, or fighting; participation in disruptive activities which, interfere with the normal and efficient operations of the Government;

(4) Theft, vandalism, immoral conduct, or any other criminal actions;

(5) Selling, consuming, or being under the influence of intoxicants, drugs, or controlled substances, which produce similar effects;

(6) Improper use of official authority or credentials, as a supervisor or employee of the Contractor;

(7) Violation of Agency anti-discrimination and anti-harassment policies, including but not limited to NARA 396;

(8) Violation of Agency and Contractor security procedures and regulations; and

(9) Violation of the rules and regulations governing federal public buildings and grounds set forth in 41 CFR Subpart 102-74 Conduct on Federal Property.

e.

Following a recommendation from an Agency program official or security officer, the Contracting Officer will make all determinations regarding the removal of any employee of the Contractor from and denial/termination of clearance and access to the federal building worksite for non-performance, misconduct, or failure to abide by all laws and regulations. The Contracting Officer will verbally inform the Contractor about the employee, followed by a written confirmation or determination. Specific reasons for the removal of an employee will be provided to the Contractor in writing. In the event of a dispute, the Contracting Officer will make a final determination.

f.

Upon a determination of the Government that an employee of the Contractor be removed from or denied access to a federal building worksite, the employee's clearance and access to the federal building shall be immediately revoked or otherwise terminated. Furthermore, if applicable, the building pass and/or other access device(s) previously given to the employee shall be immediately surrendered, returned, or delivered to the security officer of the federal building.

g.

During the course of this Contract, the Contractor may come into contact with data files subject to the Privacy Act. If this situation occurs, Privacy Act data must conform to the Privacy Act of 1974, 5 U.S.C. 552a, as amended. The Contractor also may come into contact with confidential documents and confidential information about documents and proposed Federal Agency actions. The Contractor, including Contractor’s personnel, Subcontractors, and consultants must not divulge or release data or information developed or obtained in performance of this Contract except to Authorized Government personnel or upon written approval of the Contracting Officer. The Contractor must not use, disclose, or reproduce proprietary data, which bears a restrictive legend, other than as required in the performance of this Contract. The limitations above do not apply to data or information that has been made public by the Government.

7. SECURITY OF INFORMATION AND PROTECTION OF CONTROLLED UNCLASSIFIED INFORMATION, INCLUDING PERSONALLY IDENTIFIABLE INFORMATION (APRIL 2017)

(a) Applicability

This clause applies to all controlled unclassified information, which may include personally identifiable information, as defined in Section B, regardless of the medium in which it is found and includes paper records.

(b) Definitions. As used in this clause:

“Breach” means the loss of control, compromise, unauthorized disclosure, unauthorized acquisition, unauthorized access, or any similar situation where persons other than authorized users, and for other than authorized purpose, have access or potential access to personally identifiable information, in usable form whether physical or electronic.

“Controlled Unclassified Information” means information the Government creates or possesses, or that an entity creates or possesses for or on behalf of the Government, that a law, regulation, or Government-wide policy requires or permits an agency to handle using safeguarding or dissemination controls. However, CUI does not include classified information or information a non-executive branch entity possesses and maintains in its own systems that did not come from, or was not created or possessed by or for, an executive branch agency or an entity acting for an agency. Law, regulation, or Government-wide policy may require or permit safeguarding or dissemination controls in three ways: Requiring or permitting agencies to control or protect the information but providing no specific controls, which makes the information CUI Basic; requiring or permitting agencies to control or protect the information and providing specific controls for doing so, which makes the information CUI Specified; or requiring or permitting agencies to control the information and specifying only some of those controls, which makes the information CUI Specified, but with CUI Basic controls where the authority does not specify.

“Personally identifiable information (PII)” means any information that permits the identity of an individual to be directly or indirectly inferred, including any other information that is linked or linkable to that individual regardless of whether the individual is a citizen of the United States, legal permanent resident, or a visitor to the United States. Examples of PII include the following:

(1) Name.

(2) Date of birth.

(3) Mailing address.

(4) Telephone number.

(5) Social Security Number.

(6) Email address.

(7) Zip code.

(8) Account numbers.

(9) Certificate/license numbers.

(10) Vehicle identifiers including license plates.

(11) Uniform resource locators (URLs).

(12) Internet protocol addresses.

(13) Biometric identifiers (e.g., fingerprints).

(14) Photographic facial images.

(15) Any other unique identifying number or characteristic.

(16) Any information where it is reasonably foreseeable that the information will be linked with other information to identify the individual.

“Sensitive personally identifiable information (sensitive PII)” means a subset of PII, which if lost, compromised or disclosed without authorization, could result in substantial harm, embarrassment, inconvenience, or unfairness to an individual.

(1) Complete social security numbers, alien registration numbers (A-number) and biometric identifiers (such as fingerprint, voiceprint, or iris scan) are considered sensitive PII even if they are not coupled with additional PII.

(2) Additional examples include any grouping of information that contains an individual’s name or other unique identifier plus one or more of the following elements:

(i) Driver’s license number, passport number, or truncated social security number (such as last 4 digits);

(ii) Date of birth (month, day, and year);

(iii) Citizenship or immigration status;

(iv) Financial information such as account numbers or electronic funds transfer information;

(v) Medical information; and/or

(vi) System authentication information such as mother’s maiden name, account passwords or personal identification numbers.

(3) Other PII may be “sensitive” depending on its context, such as a list of employees with less than satisfactory performance ratings or an unlisted home address or phone number. In contrast, a business card or public telephone directory of agency employees contains PII but it is not sensitive.

(c) Data Security.

(1) The Vendor shall limit access to the data covered by this clause to those employees and subcontractor who require the information in order to perform their official duties under this task order.

(2) The Vendor employees, and subcontractors must physically or electronically secure CUI, which may include sensitive PII, when not in use and/or under the control of an authorized individual, and when in transit to prevent unauthorized access or loss.

(3) When CUI is no longer needed or required to be retained under applicable Government records retention policies, it must be destroyed in accordance with NIST 800-88 standards.

(4) The Vendor shall only use CUI obtained under this task order for purposes of the Vendor; it shall not be disclosed, released, disseminated, or published without the prior written consent of the Contracting Officer.

(5) If it is established elsewhere in this task order that information to be utilized under this task order, or a portion thereof, is subject to the Privacy Act, The Vendor shall follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

(6) At expiration or termination of this task order, the Vendor shall turn over all CUI obtained under the Vendor that is in its possession.

(d) Systems Access. Work to be performed under this task order may require the handling of CUI, including PII. The Vendor shall provide the Government access to, and information regarding those systems handling CUI, including sensitive PII for the Government under the Vendor, when requested by the Government, as part of the Vendor’s responsibility to ensure compliance with security requirements, and shall otherwise cooperate with the Government in assuring compliance with such requirements. Government access shall include independent testing of controls, system penetration testing by the Government, Federal Information Security Management Act data reviews, and access by agency Inspectors General (IG) for IG reviews.

When requested by the NARA CO or COR or other NARA official as described herein, in connection with NARA’s efforts to ensure compliance with security requirements and to maintain and safeguard against threats and hazards to the security, confidentiality, integrity, and availability of NARA Information, Vendor shall provide NARA, including the NARA OIG, (1) access to any and all information and records, including electronic information, regarding a Covered Information System, and (2) physical access to Vendor's facilities, installations, systems, operations, documents, records, and databases. Such access may include independent validation testing of controls, system penetration testing, and FISMA data reviews by NARA or agents acting on behalf of NARA, and such access shall be provided within 72 hours of the request. Additionally, the Vendor shall cooperate with NARA’s efforts to ensure, maintain, and safeguard the security, confidentiality, integrity, and availability of NARA information.

(e) Systems Security.

(1) In performing its duties related to management, operation, and/or access of systems containing PII under this task order, the Vendor, its employees and subcontractors shall comply with all applicable security requirements and rules of conduct applicable to the agency’s systems as described in:

a) NARA Directive 1608

HYPERLINK "http://www.archives.gov/foia/directives/nara1608.pdf" \h http://www.archives.gov/foia/directives/nara1608.pdf and

b) FedRAMP baseline controls for moderate IT systems.

(2) In addition, the use of Vendor-Owned laptops or other portable storage devices to process or store sensitive PII is prohibited under this task order until the Vendor provides, and the Contracting Officer, in coordination with the Senior Agency Official for Privacy (SAOP) or the SAOP’s designee, approves the Vendor’s written acknowledgment that the following requirements are met:

(i) Laptops and other portable storage devices must employ encryption that is NIST Federal Information Processing Standard (FIPS) 140-2 validated (or its successor) http://csrc.nist.gov/publications/PubsFIPS.html, and approved.

(ii) The Vendor has developed and implemented a process to ensure that security and other applications software are kept current.

(iii) Mobile computing devices utilize anti-virus software and a host-based firewall mechanism.

(iv) Removable media, such as hard drives, flash drives, devices with flash memory, CDs and floppy disks containing CUI, which may include sensitive PII shall not be removed from a Government facility unless they are encrypted using a NIST FIPS 140-2 or successor approved product.

(v) When no longer needed, all removable media, hard drives, and flash memory shall be destroyed in accordance with Government security requirements identified in NARA’s Media Protection Methodology.

(vi) The Vendor shall maintain an accurate inventory of devices used in the performance of this task order.

(3) All NARA information obtained under this task order shall be removed from Vendor-Owned information technology assets at the direction of the Contracting Officer or Contracting Officer’s Representative. Removal must be accomplished in accordance with standard FedRAMP controls for media protection in moderate IT systems and NIST 800-88 standards. Certification of data removal will be performed by the Vendor’s Project Manager and written notification confirming acknowledgment will be delivered to the Contracting Officer within 30 days of the direction to remove the information.

(4) Back up or mirrors of any systems or files containing CUI shall be treated in the same manner as the original data containing CUI, with the same protections and obligations.

(5) The Vendor shall require FIPS 140-2 (or successor) encryption of any sensitive PII when transmitted electronically across the Internet or other public works.

(f) Breach Notification to Government.

(1) The Vendor has been provided with: NARA Directive 1608, and is aware of its roles, responsibilities, and relationship with the Government in case of data breach.

(2) In the event of any actual or suspected breach of sensitive PII, the Vendor shall immediately, and in no event later than one hour of discovery, report the breach to the Contracting Officer, the COR, the Senior Agency Official for Privacy (currently NARA’s General Counsel garymstern@nara.gov) and the Chief Information Officer (only for IT requirements) in accordance with NARA Directive 1608.

(3) The Vendor is responsible for positively verifying that notification is received and acknowledged by appropriate Government parties identified in subparagraph (2) above.

(4) In the event of a confirmed, potential or suspected Security Breach, involving unauthorized exposure, loss of control, compromise, exfiltration, manipulation, disclosure, acquisition, or accessing of any Covered Information System or any NARA Information accessed by, retrievable from, processed by stored on, or transmitted within, to or from any such system, Vendor shall immediately (and in no event later than within 1 hour of discovery) report any Confirmed Breach to the NARA CO and the CO's Representative (''COR").

(5) NARA, at its sole discretion, may obtain, and Vendor will permit, the assistance of other federal agencies and/or third party contractors or firms to aid in response activities related to any security incident, PII or Security Breach. Additionally. NARA, at its sole discretion, may require Vendor to retain, at Vendor's expense, a Third Party Assessing Organization (3PAO) acceptable to NARA, with expertise in incident response, compromise assessment, and federal security control requirements, to conduct a thorough vulnerability and security assessment of all affected Information Systems.

(6) Any report submitted in accordance with paragraphs (1), (2) and (3) above, shall identify (I) both the Information Systems and NARA Information involved or at risk, including the type, amount, and level of sensitivity of the NARA Information and, if the NARA Information contains PII, the estimated number of unique instances of Pll, (2) all steps and processes being undertaken by Vendor to minimize, remedy, and/or investigate the Security Incident, (3) any and all other information as required by the USCERT Federal Incident Notification Guidelines, including the functional impact, information impact, impact to recoverability, threat vector, mitigation details, and all available incident details; and (4) any other information specifically requested by the NARA. Vendor shall continue to provide written updates to the NARA CO regarding the status of the Security incident at least every three (3) calendar days until informed otherwise by the NARA CO.

(7) Response activities related to any security incident or PII or Security Breach undertaken by NARA, including activities undertaken by Vendor, other federal agencies, and any third-party contractors or firms at the request or direction of NARA, may include inspections, investigations, forensic reviews, data analyses and processing, and final determinations of responsibility for the Security Incident and/or liability for any additional response activities. Vendor shall be responsible for all costs and related resource a locations required for all such response activities related to any Security Incident or Breach, including the cost of any penetration testing.

(g) Personally Identifiable Information Notification Requirement

Vendor certifies that it has a security policy in place that contains procedures to promptly notify any individual whose Personally Identifiable Information ("Pll") was, or is reasonably determined by NARA to have been, compromised. Any notification shall be coordinated with the NARA CO and shall not proceed until NARA has made a determination that notification would not impede a law enforcement investigation or jeopardize national security. The method and content of any notification by Vendor shall be coordinated with, and subject to the approval of, NARA. Vendor shall be responsible for taking corrective action consistent with NARA Data Breach Notification Procedures and as directed by the NARA CO, including all costs and expenses associated already covered by above clauses added in PII clause with such corrective action, which may include providing credit monitoring to any individuals whose Pll was actually or potentially compromised.

All determinations regarding whether and when to notify individuals and/or federal agencies potentially affected by a Security Incident, Breach, or PII Breach will be made by NARA senior officials at NARA’s discretion.

(h) Flowdown of security requirements to subcontractors.

(1) The Vendor shall incorporate the substance of this clause, its terms and requirements including this paragraph (g), in all subcontracts under this task order, and require written subcontractor acknowledgement of same.

(2) Violation by a subcontractor of any provision set forth in this clause will be attributed to the Vendor.

8. INSURANCE REQUIREMENTS.

The Vendor must acquire and maintain during the entire performance period of this purchase order insurance of at least the following kinds and minimum amounts and other insurance as required by the Contracting Officer.

MINIMUM

TYPES OF INSURANCE

AMOUNT

Workmen’s Compensation and all

As required by occupational disease

State and Local Law

Employee’s Liability Insurance and all $100,000 per occupational disease when not covered accident by Workmen’s Compensation above

General Liability Insurance (Comprehensive)

Bodily Injury per occurrence $500,000

Property Damage per occurrence $50,000

9. COOPERATION WITH OTHER ONSITE NARA CONTRACTORS

a.

When the Government undertakes or awards other contracts for additional work at the facilities the Contractor shall: (1) fully cooperate with the other Contractors and Government employees and (2) carefully fit its own work to such other additional contracted work as may be directed by the COR. The Contractor shall not commit or permit any act, which will interfere with the performance of work awarded to another Contractor or with the performance of other Government employees.

b.

In any case where, in the course of fulfilling the contract requirements, the Contractor disturbs any work guaranteed under another separate contract, the Contractor shall restore such disturbed work to a condition satisfactory to the COR and guarantee such restored work to the same extent as it was guaranteed under the other contract.

10. CONFIDENTIALITY OF INFORMATION

(a) Confidential information is any information that, if subject to unauthorized access, modification, loss, or misuse could adversely affect the national interest, the conduct of Federal programs, or the privacy of individuals, but has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy. Confidential information also includes proprietary data and information for which other restrictions on access apply.

(b) The Contracting Officer and the Vendor may, by mutual consent, identify elsewhere in this purchase order specific information and/or categories of information which the Government will furnish to the Vendor or that the Vendor is expected to generate which is confidential. Similarly, the Contracting Officer and the Vendor may, by mutual consent, identify such confidential information from time to time during the performance of the purchase order. Failure to agree will be settled pursuant to the “Disputes” clause.

(c) While in the course of performance of this purchase order, the Vendor may have access to confidential information and communications, including but not limited to Personally Identifiable Information (PII). Confidential information may be contained in printed material or on electronic media. The Vendor shall preserve the confidentiality of all such information and communications and agrees not to disclose, release, disseminate, or publish any such information or communications for any purposes whatsoever without the prior approval of the Contracting Officer. Failure to comply with the provisions of this Paragraph will be grounds for Termination for Default and the Vendor may be liable for damages. This provision shall survive the expiration or termination of the period of performance of this purchase order.

(d) If it is established elsewhere in this purchase order that information to be utilized under this purchase order, or a portion thereof, is subject to the Privacy Act, The Vendor shall follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

(e) During the course of the performance of this purchase order, the Vendor may have access to and use of data and information which may be considered proprietary by other Vendors, or which may otherwise be of such a nature that its dissemination or use, other than in performance of this purchase order, would be adverse to the interest of NARA and these other Vendors.

(f) Except as may be otherwise agreed to with these other Vendors, the Vendor agrees that it will not use, disclose or reproduce proprietary data and information belonging to these other Vendors other than as required in the performance of this purchase order; provided, however, that nothing herein shall be construed as: (1) precluding the use of any such data or information independently acquired by the Vendor without such limitation; or (2) prohibiting an agreement at no cost to NARA between the Vendor and these Vendors which provides for greater rights to the Vendor.

(g) When considering a request to disclose, release, disseminate, or publish confidential information, the Contracting Officer will consult with appropriate program and legal officials.

(h) At the discretion of the Contracting Officer, the Vendor’s employees may be required to sign a non-disclosure agreement prior to performing any work under this purchase order.

(i) The terms of this paragraph apply to all Vendor employees, subcontractors and consultants and must be incorporated into any subcontract.

11. STOP WORK CANCELLATION (APRIL 2014)

The Contractor is required to report to work and resume full Contract performance within six (6) hours of receiving notification of the stop work cancellation unless otherwise instructed by the CO and/or COR.

12.

KEY PERSONNEL

a.

The Vendor agrees to assign to the purchase order those key persons whose resumes were submitted with the Vendor’s quotation as required to fill the requirements of the purchase order. No substitution or addition of personnel will be made except in accordance with this clause or by written permission by the Contracting Officer.

b.

The Vendor agrees that during the first 12 months of the purchase order, no personnel substitutions will be permitted, unless such substitutions are necessitated by an individual's sudden illness, death or termination of employment. In any of these events, the Vendor shall promptly notify the Contracting Officer and provide the information required by paragraph (d) below.

c.

If key personnel, for whatever reason, become unavailable for work under this purchase order for a continuous period exceeding thirty (30) working days, or are expected to devote substantially less effort to the work than indicated in its quotation, the Vendor shall propose a substitution of such personnel, in accordance with paragraph (d) below.

d.

All proposed key personnel substitutions shall be submitted, in writing, to the Contracting Officer at least thirty (30) days, or ninety (90) days if a security clearance is to be obtained, in prior to the proposed substitution. Each request shall provide a detailed explanation of the circumstances necessitating the proposed substitution; a complete resume(s) for the proposed substitute(s); and any other information required by the Contracting Officer to approve or disapprove the proposed substitution(s). Resumes for key personnel substitutions must be submitted in accordance with the format specified. All proposed substitutes (no matter when they are proposed during the performance period) shall have qualifications that are equal to or higher than the qualifications of the person being replaced.

e.

In the event the Vendor designates additional key personnel as deemed appropriate for the requirement, the Vendor shall submit to the Contracting Officer for approval the information required in paragraph (d) above.

f.

The Contracting Officer shall evaluate requests for substitution and addition of personnel and promptly notify the Vendor, in writing, whether a request is approved or disapproved.

g.

If the Contracting Officer determines that suitable and timely replacement of key personnel who have been reassigned, terminated, or have otherwise become unavailable to perform under the purchase order is not reasonably forthcoming, or that a resultant reduction of productive effort would impair the successful completion of the purchase order, the purchase order may be terminated by the Contracting Officer for default or for the convenience of the Government, as appropriate. Alternatively, at the Contracting Officer's discretion, if the Contracting Officer finds the Vendor to be at fault for the condition, the CO may equitably adjust (downward) the purchase order price to compensate the Government for any delay, loss or damage as a result of the Vendor's action.

13. NARA VENDOR PERSONAL IDENTITY VERIFICATION PROCEDURES

Identification/Building Pass

Photo Identification Badges will be provided to those that meet the below Physical Access Suitability requirements. The Vendor shall make its personnel available for photo identification badges on a schedule to be determined by the Contracting Officer’s Representative (COR). The badges will be made by the Government utilizing supplies, materials and equipment provided by the Government. Each Vendor employee shall sign the appropriate badge at the time of photographing.

(a) Vendor personnel designated to receive an ID/Building Pass will be subjected to NACI background investigation and must be approved in accordance with Homeland Security Presidential Directive-12 (HSPD-12) and OMB guidance M-05-24.

(b) The Vendor is responsible for ensuring that each of its employees performing work under this purchase order display their photo-identification badges at all times they are present on-duty in the building. Refusal or repeated neglect to display the photo-identification may result in an unsuitable determination.

(c) Upon termination, resignation or other event leading to a purchase order employee leaving duty under this purchase order, the Vendor is responsible for returning all Government identification, building passes, keys, and other Government property issued to that employee. Failure on the part of the Vendor may result in the Vendor's liability for all costs associated with correcting the resultant breech in building security.

(d) The Vendor shall notify the COR when the employee badges are lost. It shall be the responsibility of the Vendor to pay for replacement badges at the current replacement cost per badge.

(e) The requirements of this clause are applicable to and shall be flowed down to all subcontractors who will work at NARA facility(ies).

Physical Access Suitability

(a) The Government will have, and will exercise, full and complete control over granting, denying, withholding or terminating suitability determinations for all purchase order employees granted access to Government facilities. All employees assigned to positions requiring access to NARA facilities under this purchase order shall be subject to background investigations at the "National Agency Check with Inquiries" (NACI) level. Vendor personnel with access to NARA Desktop Common Productivity Tools shall also be required to comply with this requirement. The Government may, as it deems appropriate, authorize and grant temporary access to employees of the Vendor and its subcontractors. However, the granting of temporary access to any such employee will not be considered as assurance that full suitability determination will follow as a result or condition thereof. The granting of either temporary or full access will in no way prevent, preclude, or bar the withdrawal or termination of any such suitability determination by the Government as deemed necessary to protect facilities.

(b) Unless otherwise specified, the Vendor must submit to the COR, as soon as possible, but not later than ten (10) working days before purchase order performance is required to begin, one (1) completed Form FD 258, Fingerprint Chart; one (1) background investigation form (SF 85, SF-85-P or SF-86, as applicable)((this may be through e-QIP system with prior coordination with the NARA Personnel Security Office); one (1) Form I-9, Employment Eligibility Verification; and one (1) Declaration for Federal Employment, Optional Form 306 (OF 306) for those officers of the firm who may visit the worksite during the period of this purchase order and for all employees who have access to the buildings in the performance of the purchase order work. These forms must be submitted for replacement employees (10) days before entrance on duty. The Government will be responsible for processing these forms and adjudicating the results of the investigations. If the Government receives an unsuitable report on any employee after processing these forms, The Vendor shall be advised immediately that such employee cannot continue to work, or be assigned to work, under this purchase order. Vendors, who hire employees investigated and determined suitable during employment with preceding Vendors, are not required to submit another set of these forms, if the employee has been determined suitable within the past three (3) years, unless specifically requested to do so by the COR.

(c) During the course of this purchase order, regardless of where the work is being performed, in a NARA facility or another location authorized by the purchase order, the Vendor may come into contact with data files subject to the Privacy Act. If this situation occurs, Privacy Act data must conform to the provisions of the Privacy Act of 1974, 5 U.S.C. 552a, as amended. The Vendor also may come into contact with sensitive documents and sensitive information about documents and quoted Federal Agency actions. The Vendor, including Vendor’s personnel, Subcontractors, and consultants must not divulge or release data or information developed or obtained in performance of this task except to authorized Government personnel or upon written approval of the Contracting Officer. The Vendor must not use, disclose, or reproduce proprietary data, which bears a restrictive legend, other than as required in the performance of this task. The limitations above do not apply to data or information that has been made public by the Government.

(d) If Vendor Personnel have a completed NACI from another Federal Agency, verification of the completed NACI must be forwarded to the NARA Personnel Security Officer. This may require obtaining a copy of the completed investigation. If Vendor Personnel possess a National Security Clearance through another Federal Agency, the granting agency must provide verification of the Clearance to the NARA Personnel Security Officer. A National Security Clearance shall suffice in the event the personnel are performing work at NARA that only requires an investigation below that required for a National Security Clearance.

(e) The requirements of this clause are applicable to, and must flow down, to all subcontractors who will work at NARA facility(ies).

14. RECORDS MANAGEMENT OBLIGATIONS

A. Applicability

This clause applies to all Contractors whose employees create, work with, or otherwise handle Federal records, as defined in Section B, regardless of the medium in which the record exists.

B. Definitions

“Federal record” as defined in 44 U.S.C. § 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them. Federal record:

(1) includes [Agency] records.

(2) does not include personal files.

(3) applies to records created, received, or maintained by Contractors pursuant to their [Agency] contract.

(4) may include deliverables and documentation associated with deliverables.

C. Requirements

(1) Contractor agrees to comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format, or mode of transmission, or state of completion.

(2) In accordance with 36 C.F.R. 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

(3) In accordance with 36 C.F.R. 1222.32, Contractor must maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

(4) No disposition of Federal records will be allowed without the prior written consent of the Head of the Contracting Activity, acting in accordance with the provisions of a NARA approved agency records schedules. [Agency] and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of [Agency] or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701.

(5) The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the delivery/task order.