FormSF33_(Solicitation).pdf

PAGE 1 OF 54 91990018R0004

SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED

ORDER UNDER DPAS (15 CFR 7900)

RATING

PAGE OF

PAGES

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

91990018R0004 SEALED BID (IFB)

NEGOTIATED (RFP)

7. ISSUED BY CODE CAMPCP 8. ADDRESS OFFER TO (If other than Item 7)

US Dept of ED-550 12th Street SW - Room 7169 Washington DC 20065

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

9. Sealed offers in original and 1 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in Electronic Proposal Submissions: Send proposals via email to Sadaf.Afkhami@ed.gov with a cc to Veronica.Price@ed.gov, in accordance with the Instructions to Offerors.

until 2:00 PM ET local time JAN 19, (Hour) (Date)

CAUTION - LATE Submissions, Modifications, and Withdrawls: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

B. TELEPHONE (NO COLLECT CALLS)10. FOR

INFORMATION CALL

A. NAME

Sadaf Afkhami AREA CODE

NUMBER

245-8394

EXT.

C. E-MAIL ADDRESS

sadaf.afkhami@ed.gov

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGES(S) (X) SEC. DESCRIPTION PAGE(S)

PART 1 - THE SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 - 1 X I CONTRACT CLAUSES 20 - 26

B SUPPLIES OR SERVICES AND PRICES/COSTS 6 - 7 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPECS./WORK STATEMENT 8 - 9 X J LIST OF ATTACHMENTS 27 - 27

X D PACKAGING AND MARKING 10 - 10 PART IV - REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 11 - 11 X K REPRESENTATIONS, CERTIFICATIONS AND OTHER 28 - 35

X F DELIVERIES OR PERFORMANCE 12 - 12 STATEMENTS OF OFFERORS

X G CONTRACT ADMINISTRATION DATA 13 - 14 X L INSTRS., CONDS., AND NOTICES TO OFFERORS 36 - 47

X H SPECIAL CONTRACT REQUIREMENTS 15 - 19 X M EVALUATION FACTORS FOR AWARD 48 - 54

OFFER

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS (%)

14. ACKNOWLEDGMENT OF AMENDMENTS AMENDMENT NO. DATE AMENDMENT NO. DATE

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER

15A. NAME AND

ADDRESS OF

OFFEROR

(Type or print)

15B. TELEPHONE NUMBER 15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT

AREA CODE NUMBER

EXT. FROM ABOVE - ENTER SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c) 41 U.S.C. 3304(a)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified

ITEM

24. ADMINISTERED BY (If other than Item 7) 25. PAYMENT WILL BE MADE BY CODE

26. NAME OF CONTRACTING OFFICER(Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

(Signature of Contracting Officer)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice. (Must be fully completed by offeror)

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (REV. 6/2014)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

Table of Contents

PAGE 2 OF 54 91990018R0004

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 301-3ESTIMATED COST AND FIXED FEE (APRIL 1984)

B.2 Total Contract Value

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 Scope of Work

SECTION D PACKAGING AND MARKING

D.1 303-1SHIPMENT AND MARKING (MARCH 1986)

SECTION E INSPECTION AND ACCEPTANCE

E.1 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

E.2 304-1INSPECTION AND ACCEPTANCE (FEBRUARY 1985)

SECTION F DELIVERIES OR PERFORMANCE

F.1 52.242-15 I STOP-WORK ORDER (AUG 1989)--ALTERNATE I (APR 1984)

F.2 305-4PERIOD OF PERFORMANCE (MARCH 1986)

SECTION G CONTRACT ADMINISTRATION DATA

G.1 3452.201-70 CONTRACTING OFFICER`s REPRESENTATIVE (COR) (MAY 2011)

G.2 306-1bInvoice and Contract Financing Requests Submission - IPP (December 2013)

G.3 306-8CONTRACT ADMINISTRATOR (FEB 1985)

G.4 306-9PROVISIONAL AND NEGOTIATED FINAL OVERHEAD RATES (OCTOBER 1993)

SECTION H SPECIAL CONTRACT REQUIREMENTS

H.1 3452.202-1 DEFINITIONS--DEPARTMENT OF EDUCATION (MAY 2011)

H.2 3452.209-71 CONFLICT OF INTEREST (MAY 2011)

H.3 3452.215-70 RELEASE OF RESTRICTED DATA (MAY 2011)

H.4 3452.224-70 RELEASE OF INFORMATION UNDER THE FREEDOM OF INFORMATION ACT (MAY 2011)

H.5 3452.224-71 NOTICE ABOUT RESEARCH ACTIVITIES INVOLVING HUMAN SUBJECTS (MAY 2011)

H.6 3452.227-70 PUBLICATION AND PUBLICITY (MAY 2011)

H.7 3452.227-71 ADVERTISING OF AWARDS (MAY 2011)

H.8 3452.227-72 USE AND NON-DISCLOSURE AGREEMENT (MAY 2011)

H.9 3452.237-70 SERVICES OF CONSULTANTS (MAY 2011)

H.10 3452.237-71 OBSERVANCE OF ADMINISTRATIVE CLOSURES (MAY 2011)

H.11 Addendum to 3452.237-71 Admin Closures

H.12 3452.239-72 DEPARTMENT SECURITY REQUIREMENTS (MAY 2011)

H.13 Addendum to 3452.239-72 DEPT SECURITY REQUIREMENTS

H.14 3452.242-71 NOTICE TO THE GOVERNMENT OF DELAYS (MAY 2011)

H.15 3452.242-73 ACCESSIBILITY OF MEETINGS, CONFERENCES, AND SEMINARS TO PERSONS WITH DISABILITIES

(MAY 2011)

H.16 3452.243-70 KEY PERSONNEL (MAY 2011)

H.17 31.205.70FOOD COSTS

H.18 31.205.71TRAVEL COSTS

H.19 307-12CONSENT TO SUBCONTRACT (AUGUST 1998)

H.20 307-19REDACTED PROPOSALS (DECEMBER 1998)

H.21 313.237-72CLEARANCE OF CONFERENCES/MEETINGS (FEBRUARY 2015):

SECTION I CONTRACT CLAUSES

I.1 52.203-3 GRATUITIES (APR 1984)

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I.2 52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

I.3 52.203-7 ANTI-KICKBACK PROCEDURES (MAY 2014)

I.4 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (MAY

2014)

I.5 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (MAY 2014)

I.6 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (OCT 2010)

I.7 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015)

I.8 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS (APR 2014)

I.9 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2016)

I.10 52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS (OCT 2016)

I.11 52.209-6 PROTECTING THE GOVERNMENT`S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015)

I.12 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY

2013)

I.13 52.215-2 AUDIT AND RECORDS--NEGOTIATION (OCT 2010)

I.14 52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

I.15 52.215-10 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA (AUG 2011)

I.16 52.215-11 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA--MODIFICATIONS (AUG

2011)

I.17 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (OCT 2010)

I.18 52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA--MODIFICATIONS (OCT 2010)

I.19 52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES (OCT 2009)

I.20 52.216-7 ALLOWABLE COST AND PAYMENT (JULY 2013)

I.21 52.216-8 FIXED FEE (JUN 2011)

I.22 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I.23 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I.24 52.219-4 NOTICE OF PRICE EVALUATION PREFERENCE FOR HUBZONE SMALL BUSINESS CONCERNS (OCT 2014).21

I.25 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (NOV 2016)

I.26 52.219-9 II SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2017)--ALTERNATE II (NOV 2016)

I.27 52.219-16 LIQUIDATED DAMAGES--SUBCONTRACTING PLAN (JAN 1999)

I.28 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REPRESENTATION (OCT 2014)

I.29 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015)

I.30 52.222-26 EQUAL OPPORTUNITY (SEPT 2016)

I.31 52.222-35 EQUAL OPPORTUNITY FOR VETERANS. [OCT 2015]

I.32 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014)

I.33 52.222-37 EMPLOYMENT REPORTS ON VETERANS (FEB 2016)

I.34 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

I.35 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)

I.36 52.224-2 PRIVACY ACT (APR 1984)

I.37 52.227-17 RIGHTS IN DATA--SPECIAL WORKS (DEC 2007)

I.38 52.230-2 COST ACCOUNTING STANDARDS (OCT 2015)

I.39 52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (OCT 2015)

I.40 52.232-1 PAYMENTS (APR 1984)

I.41 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)

I.42 52.232-20 LIMITATION OF COST (APR 1984)

I.43 52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014)

I.44 52.232-25 PROMPT PAYMENT (JAN 2017)

I.45 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUNE 2013)

I.46 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

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I.47 52.233-1 I DISPUTES (MAY 2014)--ALTERNATE I (DEC 1991)

I.48 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I.49 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

I.50 52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)

I.51 52.239-70ACCESS TO CONTRACTOR AND SUBCONTRACTOR INFORMATION SYSTEMS AND RELATED

I.52 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

I.53 52.242-3 PENALTIES FOR UNALLOWABLE COSTS (MAY 2014)

I.54 52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS (JAN 1997)

I.55 52.242-13 BANKRUPTCY (JUL 1995)

I.56 52.243-2 I CHANGES--COST-REIMBURSEMENT (AUG 1987)--ALTERNATE I (APR 1984)

I.57 52.244-2 I SUBCONTRACTS (OCT 2010)--ALTERNATE I (JUN 2007)

I.58 52.244-5 COMPETITION IN SUBCONTRACTING (DEC 1996)

I.59 52.246-25 LIMITATION OF LIABILITY--SERVICES (FEB 1997)

I.60 52.249-6 TERMINATION (COST-REIMBURSEMENT) (MAY 2004)

I.61 52.249-14 EXCUSABLE DELAYS (APR 1984)

I.62 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

I.63 52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

I.64 3452.224-72 RESEARCH ACTIVITIES INVOLVING HUMAN SUBJECTS (MAY 2011)

I.65 3452.242-70 LITIGATION AND CLAIMS (MAY 2011)

I.66 52.203-14 DISPLAY OF HOTLINE POSTER(S) (OCT 2015)

I.67 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS

(JAN 2017)

I.68 52.222-46 EVALUATION OF COMPENSATION FOR PROFESSIONAL EMPLOYEES (FEB 1993)

I.69 52.227-14 RIGHTS IN DATA--GENERAL (MAY 2014)

I.70 52.242-5 PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (JAN 2017)

SECTION J LIST OF ATTACHMENTS

J.1 309-1aLIST OF ATTACHMENTS

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K.1 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (SEP 2007)

K.2 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (JAN 2017)

K.3 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

K.4 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (OCT 2015)

K.5 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY 2013)

K.6 52.230-1 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (OCT 2015)

K.7 52.230-7 PROPOSAL DISCLOSURE -- COST ACCOUNTING PRACTICE CHANGES (APR 2005)

K.8 3452.209-70 CONFLICT OF INTEREST CERTIFICATION (MAY 2011)

K.9 310-9APPROVAL OF ACCOUNTING SYSTEM (MARCH 1985)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L.1 52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2016)

L.2 52.215-1 I INSTRUCTIONS TO OFFERORS--COMPETITIVE ACQUISITION (JAN 2017)--ALTERNATE I (OCT

1997)

L.3 52.215-20 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN CERTIFIED COST

OR PRICING DATA (OCT 2010)

L.4 52.215-22 LIMITATIONS ON PASS-THROUGH CHARGES -- IDENTIFICATION OF SUBCONTRACT EFFORT (OCT

2009)

L.5 52.216-1 TYPE OF CONTRACT (APR 1984)

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L.6 52.233-2 SERVICE OF PROTEST (SEP 2006)

L.7 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

L.8 3452.239-71 NOTICE TO OFFERORS OF DEPARTMENT SECURITY REQUIREMENTS (MAY 2011)

L.9 Instructions to Offerors

SECTION M EVALUATION FACTORS FOR AWARD

M.1 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

M.2 Evaluation Criteria

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SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 301-3 ESTIMATED COST AND FIXED FEE (APRIL 1984)

The estimated cost of this contract is TBD . The fixed fee (if any) is TBD . The total estimated cost and fixed fee is TBD .

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B.2 Total Contract Value

Total Contract Value

It is estimated that the total value to the Government for full performance of this contract will be

$(TBD), if all options are exercised.

The total amount obligated at time of Award, is $(TBD).

a) The total base contract value is estimated to be $(TBD).

b) The total Option Period I amount is estimated to be $(TBD).

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SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

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C.1 Scope of Work

The contractor shall furnish all personnel, materials, services, and facilities necessary to perform the requirements set forth in the Performance Work Statement, Attachment A- Performance Work Statement. This shall also be done in accordance with the specified General and Special Provisions and the contractor's final technical proposal, which are hereby incorporated by reference as a part of the contract.

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SECTION D

PACKAGING AND MARKING

D.1 303-1 SHIPMENT AND MARKING (MARCH 1986)

(a) The contract number shall be placed on or adjacent to all exterior mailing or shipping labels of deliverable items called for by the contract.

(b) Ship deliverable items to:

(The name of the Contracting Officer's Representative with a cc to the Contracting Officer and Contract Specialist to be inserted at time of award)

(c) Mark deliverables for: (The name of the Contracting Officer's Representative to be inserted at time of award)

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SECTION E

INSPECTION AND ACCEPTANCE

E.1 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

(Reference 52.246-5)

E.2 304-1 INSPECTION AND ACCEPTANCE (FEBRUARY 1985)

Pursuant to the inspection clause, Section I, final inspection and acceptance of all contracted items shall be made by the Contracting

Officer.

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SECTION F

DELIVERIES OR PERFORMANCE

F.1 52.242-15 I STOP-WORK ORDER (AUG 1989)--ALTERNATE I (APR 1984)

(Reference 52.242-15 I)

F.2 305-4 PERIOD OF PERFORMANCE (MARCH 1986)

The period of performance shall be from TBD to TBD , inclusive of all specified deliveries and/or task work.

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SECTION G

CONTRACT ADMINISTRATION DATA

G.1 3452.201-70 CONTRACTING OFFICER`s REPRESENTATIVE (COR) (MAY 2011)

(a) The Contracting Officer`s Representative (COR) is responsible for the technical aspects of the project, technical liaison with the contractor, and any other responsibilities that are specified in the contract. These responsibilities include inspecting all deliverables, including reports, and recommending acceptance or rejection to the contracting officer.

(b) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes that affect the contract price, terms, or conditions. Any contractor requests for changes shall be submitted in writing directly to the contracting officer or through the COR.

No such changes shall be made without the written authorization of the contracting officer.

(c) The COR`s name and contact information: (to be inserted at time of award)

(d) The COR may be changed by the Government at any time, but notification of the change, including the name and address of the successor COR, will be provided to the contractor by the contracting officer in writing.

(End of Clause)

G.2 306-1b Invoice and Contract Financing Requests Submission - IPP (December 2013)

(a) Payments shall be rendered in accordance with the identified payment schedule(s), and any other incorporated payment clause(s), specified rates, and/or fixed price amounts.

(b) The contractor shall submit invoices electronically by means of the web-based system, Invoice Processing Platform (IPP) that can be accessed at: http://www.ipp.gov/. All submitted invoices must be accompanied by supporting documentation in accordance with the contract's terms and conditions.

The supporting documentation shall be submitted in the following formats: Adobe Acrobat (pdf), Microsoft Word (doc), Pictures (jpeg), Microsoft Excel (excel), and Microsoft Outlook message (msg).

(c) Invoice Number Format - The format for the invoice shall be the contract number followed by the invoice number. The invoice number shall have no spaces, dashes, or other special characters. The invoice number cannot exceed 21 characters. Examples of acceptable invoice number formats are as follows:

Example 1, Definitive Contract:

Contract Number: ED-ABC-13-C-1234 Contractor's Invoice No.: 15897126341 IPP Invoice No.: EDABC13C1234158971263 (Note that the "-" characters were removed due to the requirement of not having special characters and the last two digits ["41"] from the contractor's invoice number were removed due to the 21 character limitation)

Example 2, Task/Delivery Order Contract:

Contract Number: ED-CDE-13-A-4567/0001 Contractor's Invoice No.: 158971263 IPP Invoice No.: EDCDE13A4567000115897 (Note that the "/" and "-" characters were removed due to the requirement of not having special characters and the last four digits ["1263"] from the contractor's invoice number were removed due to the 21 character limitation)

(d) If the Contractor has not already established an IPP account that is active, an IPP account will be automatically created on behalf of the Contractor. The automatically created IPP account will be issued to the Designated Primary Administrator, which will be the individual that has been identified in the "Accounts Receivable POC" Section of the Contractor's System for Award Management (SAM) registration located at https://www.sam.gov/portal/public/SAM/.

(e) Within ten (10) business days of the Contractor entering or updating the Accounts Receivable POC information within the Contractor's SAM registration, the Designated Primary Administrator will receive an email from the IPP Customer Support Team containing the Designated Primary Administrator's IPP username. Within 24 hours of receiving the initial email, the Designated Primary Administrator will receive a second email containing their IPP password. Once both emails have been received, the Designated Primary Administrator must log into IPP and complete the registration process.

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(f) The Contractor's Designated Primary Administrator will be authorized to further designate other administrators under the Contractor's IPP account who may submit invoices on behalf of the Contractor.

(g) The Contractor must ensure that the "Accounts Receivable POC" Section of its SAM registration is accurate and up to date.

(h) In the event that an invoice is rejected, the contractor shall make the necessary corrections and resubmit the invoice by means of IPP. Any questions, concerns, or issues regarding the use of IPP should be directed to IPP Customer Support Team, as identified at http://www.ipp.gov/

G.3 306-8 CONTRACT ADMINISTRATOR (FEB 1985)

The Contractor shall designate one individual to be contacted during the period of the contract for prompt contract administration.

TO BE FILLED IN AT TIME OF AWARD

G.4 306-9 PROVISIONAL AND NEGOTIATED FINAL OVERHEAD RATES (OCTOBER 1993)

(a) Pending the establishment of final indirect cost rates, as required by the clause entitled "Allowable Cost and Payment" FAR 52.216-7, the Contractor shall be reimbursed for its indirect costs on the basis of the negotiated provisional, or billing, rates as set forth below. Those rates shall remain in effect until the contract is modified to incorporate either negotiated final indirect rates, as directed by either paragraph (d) or (f) of the same clause, as applicable, or revised provisional indirect cost rates, as explained in paragraph (e).

(b) The provisional overhead rate(s) applicable to this contract:

TO BE FILLED IN AT TIME OF AWARD

PAGE 15 OF 54 91990018R0004

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 3452.202-1 DEFINITIONS--DEPARTMENT OF EDUCATION (MAY 2011)

(a) The definitions at FAR 2.101 are appended with those contained in Education Department Acquisition Regulations (EDAR) 3402.101.

(b) The EDAR is available via the Internet at www.ed.gov/policy/fund/reg/clibrary/edar.html.

H.2 3452.209-71 CONFLICT OF INTEREST (MAY 2011)

(Reference 3452.209-71)

H.3 3452.215-70 RELEASE OF RESTRICTED DATA (MAY 2011)

(Reference 3452.215-70)

H.4 3452.224-70 RELEASE OF INFORMATION UNDER THE FREEDOM OF INFORMATION ACT (MAY 2011) (Reference 3452.224-70)

H.5 3452.224-71 NOTICE ABOUT RESEARCH ACTIVITIES INVOLVING HUMAN SUBJECTS (MAY 2011) (Reference 3452.224-71)

H.6 3452.227-70 PUBLICATION AND PUBLICITY (MAY 2011)

(a) Unless otherwise specified in this contract, the contractor is encouraged to publish and otherwise promote the results of its work under this contract. A copy of each article or work submitted by the contractor for publication shall be promptly sent to the contracting officer`s representative. The contractor shall also inform the representative when the article or work is published and furnish a copy in the published form.

(b) The contractor shall acknowledge the support of the Department of Education in publicizing the work under this contract in any medium. This acknowledgement shall read substantially as follows:

"This project has been funded at least in part with Federal funds from the U.S. Department of Education under contract number TBD The content of this publication does not necessarily reflect the views or policies of the U.S. Department of Education nor does mention of trade names, commercial products, or organizations imply endorsement by the U.S. Government."

H.7 3452.227-71 ADVERTISING OF AWARDS (MAY 2011)

(Reference 3452.227-71)

H.8 3452.227-72 USE AND NON-DISCLOSURE AGREEMENT (MAY 2011)

(Reference 3452.227-72)

H.9 3452.237-70 SERVICES OF CONSULTANTS (MAY 2011)

(Reference 3452.237-70)

H.10 3452.237-71 OBSERVANCE OF ADMINISTRATIVE CLOSURES (MAY 2011)

(Reference 3452.237-71)

H.11 Addendum to 3452.237-71 Admin Closures The following holidays are classified by the Office of Personnel and Management as Federal Holidays:

New Year’s Day Birthday of Martin Luther King, Jr.

Washington’s Birthday Memorial Day Independence Day Labor Day

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Columbus Day Veterans Day Thanksgiving Day Christmas Day

H.12 3452.239-72 DEPARTMENT SECURITY REQUIREMENTS (MAY 2011)

(a) The contractor and its subcontractors shall comply with Department security policy requirements as set forth in the "Bidder`s Security Package: Security Requirements for Contractors Doing Business with the Department of Education" at www.ed.gov/fund/contract/about/bsp.html.

(b) The following are the contractor employee positions required under this contract and their designated risk levels:

High Risk (HR): See addendum Moderate Risk (MR): See addendum Low Risk (LR): See addendum

(c) All contractor employees must undergo personnel security screening if they will be employed for 30 days or more, in accordance with Departmental Directive OM:5-101, "Contractor Employee Personnel Security Screenings." The type of screening and the timing of the screening will depend upon the nature of the contractor position, the type of data to be accessed, and the type of information technology (IT) system access required. Personnel security screenings will be commensurate with the risk and magnitude of harm the individual could cause.

(d) The contractor shall--

(1) Ensure that all non-U.S. citizen contractor employees are lawful permanent residents of the United States or have appropriate work authorization documents as required by the Department of Homeland Security, Bureau of Immigration and Appeals, to work in the United States.

(2) Ensure that no employees are assigned to high risk designated positions prior to a completed preliminary screening.

(3) Submit all required personnel security forms to the contracting officer`s representative (COR) within 24 hours of an assignment to a Department contract and ensure that the forms are complete.

(4) Ensure that no contractor employee is placed in a higher risk position than that for which he or she was previously approved, without the approval of the contracting officer or the COR, the Department personnel security officer, and the Department computer security officer.

(5) Ensure that all contractor employees occupying high-risk designated positions submit forms for reinvestigation every five years for the duration of the contract or if there is a break in service to a Department contract of 365 days or more.

(6) Report to the COR all instances of individuals seeking to obtain unauthorized access to any departmental IT system, or sensitive but unclassified and/or Privacy Act protected information.

(7) Report to the COR any information that raises an issue as to whether a contractor employee`s eligibility for continued employment or access to Department IT systems, or sensitive but unclassified and/or Privacy Act protected information, promotes the efficiency of the service or violates the public trust.

(8) Withdraw from consideration under the contract any employee receiving an unfavorable adjudication determination.

(9) Officially notify each contractor employee if he or she will no longer work on a Department contract.

(10) Abide by the requirements in Departmental Directive OM:5-101, "Contractor Employee Personnel Security Screenings."

(e) Further information including definitions of terms used in this clause and a list of required investigative forms for each risk designation are contained in Departmental Directive OM:5-101, "Contractor Employee Personnel Security Screenings" available at the Web site listed in the first paragraph of this clause.

(f) Failure to comply with the contractor personnel security requirements may result in a termination of the contract for default.

PAGE 17 OF 54 91990018R0004

H.13 Addendum to 3452.239-72 DEPT SECURITY REQUIREMENTS

Addendum to 3452.239-72 DEPARTMENT SECURITY REQUIREMENTS (MAY 2011)

Contractor Personnel Listing – Comprehensive Literacy Program Evaluation

Personnel Position Description of Relevant Responsibilities Risk

Level

Project Leadership (Project

Director, Deputy Project Director, Principal Investigator)

Leads the managerial team in planning, conducting, monitoring, and evaluating the work. Has access to sensitive but unclassified or Privacy Act-protected information.

MR

Researcher (Analyst, Programmer, Statistician, Research Assistant)

Sensitive

Prepares, programs, and/or analyzes data that include sensitive but unclassified or Privacy Act-protected information.

MR

Site Outreach Staff (Site

Recruiter, Site Coordinator, Site

Liaison)

Sensitive

Responsible for working with grantees, districts and schools participating in the evaluation. Has access to sensitive but unclassified or Privacy Act-protected information.

MR

Data Collector (Data Coordinator, Test Proctor, Survey

Administrator, Site Visitor, Interviewer, Classroom Observer, Data Coder)

Obtains data on teachers or students included in the evaluation from study sites and/or inputs these data into database. Has access to sensitive but unclassified or Privacy Act-protected information.

MR

Site Outreach Staff (Site

Recruiter, Site Coordinator, Site

Liaison)

No Risk

Works with grantees, districts and schools participating in the evaluation. Has no access to sensitive or Privacy Act-protected information.

N/A

Researcher (Analyst, Programmer, Statistician, Research Assistant)

No Risk

Analyzes information from data collection activities that include no sensitive or Privacy Act-protected information. This includes the analysis of publicly-available data. Prepares reports; reports provide no sensitive but unclassified or Privacy

Act-protected information.

N/A

Study Advisor Provides technical advice to the project leadership (for instance, regarding assessment selection or analysis plans).

Has no access to sensitive or Privacy Act-protected information.

N/A

Support staff (Writer/Editor, Technical/Graphics Designer, Administrative Assistant /

Clerical Support Staff)

Writes, edits, and supervises the production of deliverables.

Provides design and production services for deliverables.

Carries out administrative work or provides clerical assistance.

Has no access to sensitive or Privacy Act-protected information.

N/A

Survey and Instrumentation

Design/Developer

Designs surveys or instruments. Has no access to sensitive or

Privacy Act-protected information.

N/A

PAGE 18 OF 54 91990018R0004

H.14 3452.242-71 NOTICE TO THE GOVERNMENT OF DELAYS (MAY 2011)

(Reference 3452.242-71)

H.15 3452.242-73 ACCESSIBILITY OF MEETINGS, CONFERENCES, AND SEMINARS TO PERSONS WITH DISABILITIES

(MAY 2011)

(Reference 3452.242-73)

H.16 3452.243-70 KEY PERSONNEL (MAY 2011)

(a) The personnel designated as key personnel in this contract are considered to be essential to the work being performed hereunder. Prior to diverting any of the specified individuals to other programs, or otherwise substituting any other personnel for specified personnel, the contractor shall notify the contracting officer reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the contract effort. No diversion or substitution shall be made by the contractor without written consent of the contracting officer; provided, that the contracting officer may ratify a diversion or substitution in writing and that ratification shall constitute the consent of the contracting officer required by this clause. The contract shall be modified to reflect the addition or deletion of key personnel.

(b) The following personnel have been identified as Key Personnel in the performance of this contract:

Labor Category Name

TBD TBD

H.17 31.205.70 FOOD COSTS

No food may be provided under this contract or in association with this contract unless consent is provided below. The cost of food under this contract is unallowable unless the contractor receives written consent from the Contracting Officer prior to the incurrence of the cost. If the contractor wishes to be reimbursed for a food cost, it must make a request in writing at least 21 days prior to the day that costs would be incurred. The contractor shall include in its request the following:

the purpose of the event at which the food will be served, why the food is integral to fulfill a government requirement in the contract, and the proposed costs. The lack of a timely response from the Contracting Officer shall not constitute constructive acceptance of the allowability of the proposed charge. Consent is hereby given to the contractor to Not Appplicable .

H.18 31.205.71 TRAVEL COSTS

No invitational travel (defined as: Official government travel conducted by a non-federal employee in order to provide a "direct service" [i.e. presenting on a topic, serving as a facilitator, serving on a Federal Advisory Committee Act, or advising in an area of expertise] to the government) may be provided under this contract or in association with this contract unless consent is provided below. The cost of invitational travel under this contract is unallowable unless the contractor receives written consent from the Contracting Officer prior to the incurrence of the cost. If the contractor wishes to be reimbursed for a cost related to invitational travel, it must make a request in writing at least 21 days prior to the day that costs would be incurred. The contractor shall include in its request the following: why the invitational travel cost is integral to fulfill a government requirement in the contract, and the proposed cost that must be in accordance with federal travel regulations . The lack of a timely response from the Contracting Officer shall not constitute constructive acceptance of the allowability of the proposed charge. Consent is hereby given to the contractor to TBD .

H.19 307-12 CONSENT TO SUBCONTRACT (AUGUST 1998)

Consent is hereby given to the contractor to subcontract with TBD in the amount stated in its final proposal revision.

H.20 307-19 REDACTED PROPOSALS (DECEMBER 1998)

The contractor shall provide a redacted copy of its successful technical proposal to the Contracting Officer within five (5) days after contract award. The redacted proposal shall be suitable for release by the Government under a Freedom of Information Act (FOIA) request. The redacted proposal shall be submitted in an electronic format that is readable by Microsoft Office applications.

PAGE 19 OF 54 91990018R0004

H.21 313.237-72 CLEARANCE OF CONFERENCES/MEETINGS (FEBRUARY 2015):

Any hotel/venue contract that the Contractor negotiates must be reviewed by and receive concurrence from a Conference Policy and Operations Team member prior to final agreement. All hotel/venue contracts shall be submitted electronically via email to the cognizant Contracting Officer's Representative, with a carbon copy to the Contracting Officer, who will ensure Conference Policy and Operations reviews the contract.

Complimentary Items "Comps": The Contractor does not have authority to negotiate or accept room upgrades for Department or Contractor staff. However, the Contractor is authorized to exercise its best efforts to obtain other Comps of necessary items/services that the Department would otherwise seek to procure in furtherance of the conference/meeting (i.e., meeting rooms, sleeping rooms, audio-visual equipment, etc.) Dual Compensation: Contractors are prohibited from receiving compensation from both the Department and any other source for conference planning performed pursuant to the terms of this Contract. If the Contractor receives any compensation from another source as a result of conference services performed for the Department, the Contractor shall report this compensation to the Contracting Officer and offset its invoice to the Department in an equal amount.

PAGE 20 OF 54 91990018R0004

SECTION I

CONTRACT CLAUSES

I.1 52.203-3 GRATUITIES (APR 1984)

(Reference 52.203-3)

I.2 52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

(Reference 52.203-5)

I.3 52.203-7 ANTI-KICKBACK PROCEDURES (MAY 2014)

(Reference 52.203-7)

I.4 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (MAY 2014) (Reference 52.203-8)

I.5 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (MAY 2014) (Reference 52.203-10)

I.6 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (OCT 2010) (Reference 52.203-12)

I.7 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015)

(Reference 52.203-13)

I.8 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS (APR 2014)

(Reference 52.203-17)

I.9 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2016)

(Reference 52.204-13)

I.10 52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS (OCT 2016)

(Reference 52.204-14)

I.11 52.209-6 PROTECTING THE GOVERNMENT`S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015)

(Reference 52.209-6)

I.12 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY 2013) (Reference 52.209-9)

I.13 52.215-2 AUDIT AND RECORDS--NEGOTIATION (OCT 2010)

(Reference 52.215-2)

I.14 52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

(Reference 52.215-8)

I.15 52.215-10 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA (AUG 2011) (Reference 52.215-10)

I.16 52.215-11 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA--MODIFICATIONS (AUG 2011) (Reference 52.215-11)

I.17 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (OCT 2010)

(Reference 52.215-12)

I.18 52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA--MODIFICATIONS (OCT 2010)

PAGE 21 OF 54 91990018R0004

(Reference 52.215-13)

I.19 52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES (OCT 2009)

(Reference 52.215-23)

I.20 52.216-7 ALLOWABLE COST AND PAYMENT (JULY 2013)

(Reference 52.216-7)

I.21 52.216-8 FIXED FEE (JUN 2011)

(Reference 52.216-8)

I.22 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 60 days of contract expiration. The labor rates in effect at the time of any extension of services shall be applied during the extension period(s).

I.23 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 60 days provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

Option Period I

Period of Performance: October 1, 2018 to February 17, 2023

Total Value: TBD

I.24 52.219-4 NOTICE OF PRICE EVALUATION PREFERENCE FOR HUBZONE SMALL BUSINESS CONCERNS (OCT 2014) (Reference 52.219-4)

I.25 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (NOV 2016)

(Reference 52.219-8)

I.26 52.219-9 II SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2017)--ALTERNATE II (NOV 2016) (Reference 52.219-9 II)

I.27 52.219-16 LIQUIDATED DAMAGES--SUBCONTRACTING PLAN (JAN 1999)

(Reference 52.219-16)

I.28 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REPRESENTATION (OCT 2014)

(Reference 52.219-28)

I.29 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015)

(Reference 52.222-21)

PAGE 22 OF 54 91990018R0004

I.30 52.222-26 EQUAL OPPORTUNITY (SEPT 2016)

(Reference 52.222-26)

I.31 52.222-35 EQUAL OPPORTUNITY FOR VETERANS. [OCT 2015]

(Reference 52.222-35)

I.32 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014)

(Reference 52.222-36)

I.33 52.222-37 EMPLOYMENT REPORTS ON VETERANS (FEB 2016)

(Reference 52.222-37)

I.34 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

(Reference 52.223-6)

I.35 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)

(Reference 52.224-1)

I.36 52.224-2 PRIVACY ACT (APR 1984)

(Reference 52.224-2)

I.37 52.227-17 RIGHTS IN DATA--SPECIAL WORKS (DEC 2007)

(Reference 52.227-17)

I.38 52.230-2 COST ACCOUNTING STANDARDS (OCT 2015)

(Reference 52.230-2)

I.39 52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (OCT 2015)

(Reference 52.230-3)

I.40 52.232-1 PAYMENTS (APR 1984)

(Reference 52.232-1)

I.41 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)

(Reference 52.232-9)

I.42 52.232-20 LIMITATION OF COST (APR 1984)

(Reference 52.232-20)

I.43 52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014)

(Reference 52.232-23)

I.44 52.232-25 PROMPT PAYMENT (JAN 2017)

(Reference 52.232-25)

I.45 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUNE 2013)

(Reference 52.232-39)

I.46 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013) (Reference 52.232-40)

I.47 52.233-1 I DISPUTES (MAY 2014)--ALTERNATE I (DEC 1991)

(Reference 52.233-1 I)

I.48 52.233-3 PROTEST AFTER AWARD (AUG 1996)

(Reference 52.233-3)

I.49 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

(Reference 52.233-4)

PAGE 23 OF 54 91990018R0004

I.50 52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)

(Reference 52.239-1)

I.51 52.239-70 ACCESS TO CONTRACTOR AND SUBCONTRACTOR INFORMATION SYSTEMS AND RELATED

(a) Privacy and security inspections. In accordance with the terms of this contract and as authorized by law, the Government carries out a program of privacy and information security inspections. Such inspections may be undertaken for various purposes, including but not limited to:

(1) Examination of the security of federal information systems or of contractor information systems that process, store or transmit Government data, Government-related data, or controlled unclassified information, or which provide security protection for such systems (including vulnerability testing);

(2) Information Technology security reviews;

(3) Investigation and audit of administrative, technical, and physical safeguards taken to protect against threats and hazards to the integrity, confidentiality, and availability of Government data, Government-related data, or controlled unclassified information, or to the function of computer systems operated on behalf of the Government;

(4) Review of contractor policies, procedures and practices for handling Government data, Government-related data, controlled unclassified information and other sensitive data;

(5) Investigation of incidents involving actual or suspected improper releases of information (including cyber security incident response and reporting);

(6) Conduct of forensic analyses, investigation of computer crime, or the preservation of evidence of computer crime; or

(7) Review of the contractors performance for compliance with the terms and conditions in the contract governing privacy and the security of information and information systems.

(b) Requirement to provide access to information systems and related resources. The contractor shall afford the Government, any Federal agency and its subcomponents including the Office of Inspector General, the Comptroller General of the United States, and their authorized third-party representatives, full and timely access to contractor information systems and related resources to the extent required to carry out privacy and information security inspections. The contractor resources to which Government inspectors shall have access shall include the contractors installations, facilities, infrastructure, data centers, equipment (including but not limited to all servers, computing devices, and portable media), operations, documentation (whether in electronic, paper, or other forms) including full and complete certification and accreditation records, databases, and personnel used in the performance of this contract.

In the case of security audits, access shall be provided to all systems, components, network devices, virtualized devices, and the like, for the purposes of evaluating the security postures and controls implemented to prevent unauthorized access, modification, or destruction to Government data and systems. In addition, the contractor shall provide the Government the following information upon request:

(1) any or all user-ids;

(2) any or all system and/or database administrator passwords used for the operation and maintenance of the system or environment, and

(3) security credentials, encryption keys, security algorithms, and the like;

to the extent needed to allow unfettered access to conduct a security audit or other privacy or information security inspection specified by the Government. The contractor shall also provide the Government access to all user passwords and all password files to the extent necessary to validate the contractor�s password policy. The contractor agrees to provide user ids and passwords regardless of whether the user is a Federal employee or not, so long as the user works in support of a Government contract, or may have access to Government data or Government related data.

In addition to providing such access, the contractor agrees to fully cooperate with the Government in its conduct of privacy and information security inspections. That cooperation shall include, among other things, timely and complete production of data, metadata, information, and records, and making employees of the contractor available for interview upon request. Cooperation also includes allowing the Government to make reproductions or copies of information and equipment,including, if necessary, collecting a machine or system image capture.

What constitutes timely access for purposes of compliance with this clause will depend on the circumstances surrounding the inspection being performed, the urgency of the matter under inspection, the procedures governing the inspection, logistical considerations, and other factors.

PAGE 24 OF 54 91990018R0004

In some cases, such as when investigating an on-going cyber security breach, access may be required within minutes of the Governments request. In other cases, access provided by the contractor within a few days of a request may be acceptable. In the event of an information security incident, including, but not limited to, incidents involving the loss or potential loss of Personally Identifiable information in physical or electronic form, the contractor must respond (as required by other provisions of this contract, Departmental Directive OM: 6-107 External Breach Notification Policy and Plan and Handbook OCIO-14 Handbook for Information Security Incident Response and Reporting Procedures within specified time frames. Access to the contractor and subcontractors information systems under this clause shall be provided when, and as necessary, to meet any applicable information security incident response times.

(c) Access to subcontractor information systems and related resources and clause flow-down. Access shall also be provided to information systems and related resources of subcontractors at any tier that are providing information technology which requires security of information technology, and/or is designing, developing, or operating a system of records using commercial information technology services or support services. The fact that an information system is owned or operated by a subcontractor shall not excuse the prime contractor from ensuring full and timely access to such information systems and related resources to the extent necessary to conduct privacy and information security inspections under this contract or as authorized by law.

The contractor shall ensure that it retains operational and configurational control over any information system (whether operated by the contractor or a subcontractor) as needed to conduct privacy and information security inspections.

The Contractor shall include the substance of this clause, including this paragraph (c), in all subcontracts, including subcontracts for commercial items.

(d) Cost of compliance. The aforementioned access and cooperation shall be provided by the contractor at no additional cost to the Government. However, if a Government inspection unduly delays the contractors performance of the contract, the Contracting Officer may grant a contractors request for a non-compensable delay, as appropriate and provided the contractor submits information adequate to support the request.

(e) Access to information systems where a cloud or a co-mingled data environment is used. When the contractor will perform all or part of the work using commercial cloud computing services (whether directly or through a subcontract), or where Government data, Government related data or controlled unclassified information will be comingled with non-Government data, the contractor shall ensure that appropriate measures and controls are in place to allow Government inspectors to search the information systems and access information needed to conduct required privacy and information security inspections. The contractor may choose to create (at no cost to the Government) a segregated data space where inspections may take place without undue interference with non-Government data.

However, the fact that Government data and non-Government data is co-mingled in the contractors information system shall not excuse the contractor from affording the Government full and timely access and cooperation as needed to conduct privacy and information security inspections.

The Government shall protect against the unauthorized use or release of information obtained from the Contractor (or derived from information obtained from the Contractor) under this clause that includes Contractor proprietary information. To the extent practicable, the Contractor shall identify and mark proprietary information. In making an authorized release of such information, the Government will implement appropriate procedures to minimize the Contractor proprietary information that is included in such authorized release, seeking to include only that information that is necessary for the authorized purpose(s) for which the information is being released.

(f) Miscellaneous. The access obligations under this clause will survive the expiration or termination of this contract, and this term is not to be less than 3 years following the final disposition and close out of the contract.

(g) Remedies for breach. A breach of the obligations or restrictions set forth in this clause may subject the Contractor to a Termination for Default, in addition to any other appropriate remedies under the contract.

(h) Relation to other requirements. The requirements of this clause are in addition to those required by any other inspection or audit clause of this contract. To the extent that requirements imposed by Federal law, regulation, Executive Orders, Office of Management and Budget (OMB) guidance, or

PAGE 25 OF 54 91990018R0004

standards promulgated by the National Institute of Standards and Technology (NIST) are in direct and irreconcilable conflict with the requirements of this clause, those other requirements, standards, laws, or regulations shall take precedence.

In conducting its security testing the Government intends to follow NIST Special Publication 800-115 Technical Guide to Information Security Testing and Assessment and other appropriate testing and assessment standards.