B02_Attachment 1_SOW_5 Mar 2025.docx

Solicitation: 73351025R0023

SINGLE AWARD SOLICITATION

Small Business Administration Acquisition Division, on behalf of the Office of Capital Access (OCA)/Office of Financial Programs Operation (OFPO) SBA Project Name: Filing COVID-19 EIDL Uniform Commercial Code (UCC) Continuation Statements

Issued to

NAICS: 541611- Administrative Management and General Management Consulting Services Product Service Code (PSC) of R499 - Support- Professional: Other

Important Due Dates:

RFP issued on: March 6, 2025

Questions by: March 12, 2025 at 1:00 PM ET.

RFP Responses due:

· Phase One by March 17, 2025, at 1:00 PM ET.

· Phase Two by April 8, 2025 at 1:00 PM ET, advisory down select will be provided by April 11, 2025

· Oral Presentations: April 18-20, 2025

Performance begins: Estimated April 28, 2025

1. Background The Small Business Administration (SBA) obtained a security agreement and filed a Uniform Commercial Code (UCC) financing statements on all personal property for all COVID-19 Economic Injury Disaster Loans (COVID EIDLs) that were made in loan amounts greater than $25,000. The UCC financing statement covers all tangible and intangible personal property, with certain exceptions including registered copyrights, certain non-inventory titled goods, and farm products.

The Uniform Commercial Code (as adopted by most states and territories in some form) requires a "continuation statement" to be filed within 6 months before the 5-year anniversary of the original filing date. A continuation statement is an amendment of a financing statement which:

(A) identifies, by its file number, the initial financing statement to which it relates; and

(B) indicates that it is a continuation statement for, or that it is filed to continue the effectiveness of, the identified financing statement.

As of February 14, 2025, the COVID EIDL portfolio comprises 1.47 million active loans, not charged off or paid in full, in the following categories:

2. Scope The Contractor must provide all resources necessary to accomplish the tasks and deliverables described in this work statement. The Contractor must file timely and correct UCC continuation statements to extend the effectiveness of the original UCC financing statements that were filed at loan origination.

3. Specific Tasks / Objectives Task 1. Pre-Filing Check. SBA will provide the Contractor with data files containing the information needed to check UCC financing statements against Secretary of State records and to file correct UCC continuation statements. Data for UCC filings eligible for renewal in FY2025 will be provided within 10 days after award.

Data, including a monthly breakdown of projected numbers, for FY2026 and FY2027 will be provided within 10 days at the start of each FY.

SBA may provide to the Contractor supplements to the data during each fiscal year, but not later than 30 days prior to the individual UCC filing deadlines. The Contractor will not be responsible for filings that are not provided in advance of 30 days prior to the individual UCC filing deadlines. The data files will include UCC filing numbers, date of initial filing and location of filing (state) and will be provided to the Contractor in a CSV, txt file or similar format.

Upon the direction from the Government the contractor must file the UCC continuation statements on designated loans in disbursed amounts of greater than $500,000 which also are secured by real estate. Also, at its option at any time during the contract, SBA may direct the Contractor to file UCC continuation statements on designated loans in other categories, including as follows:

· >$500,000

· >$200,000 to $500,000

· >$50,000 to $200,000

· >$25,000 to $50,000 See Exhibit A for projected number of COVID EIDLs in each of these categories.

Prior to submitting a UCC continuation statement, Contractor must verify with the Secretary of State’s office the accuracy of the following:

I. Initial financing statement number II. Debtor’s name - check that the name of the entity is spelled correctly against what the state is showing in its corporate name database, and check if the entity is Domestic (formed in the state SBA is filing in) or Foreign (formed in a different state than the one SBA is filing in).

III. Jurisdiction - Verify that the filing was made in the correct state or territory by determining where the business is legally organized.

Contractor must provide SBA with report by the last day of each month of all inaccuracies resulting from the Pre-Filing Check. The report must be in SBA’s predetermined format detailing the loan number, the State checked, the Debtor’s name checked, and a description of the inaccuracy.

Task 2: File UCC Continuation Statements. The Contractor must submit, file and obtain a confirmation of filing (collectively referred to herein as “file” or “filing”) of correct UCC continuation statements on designated active COVID EIDLs in disbursed loan amounts as provided by SBA that have a valid UCC financing statement (not rejected by the Secretary of State for incorrect borrower name or state of incorporation). SBA will provide instructions to the Contractor on which COVID EIDLs will require filing correct UCC continuation statements. The filing must be made as early as the first business day after 6 months before the 5-year anniversary of the filing date of the original UCC financing statement, but not later than the day before the 5-year anniversary of the filing date of the original UCC financing statement.

If the data file is produced by SBA over 6 months prior to the filing date, the objective is 100% of the filing volume will be completed by the contractor within 150-179 days, but not later than 30 days prior to the 5-year anniversary date.

If the data file is produced by SBA less than 6 months prior to the filing date, then the objective will be that the contractor will complete at least 100% of the filings prior to the 30th day of the 5-year anniversary date and must complete all filings not later than the day prior to the 5-year anniversary date.

If a UCC continuation statement is not filed by the 5-year anniversary date for any reason other than an identification on the prefiling rejection report, the Contractor must incur all fees and costs to file a new UCC1 within 10 days of identification of the failure. The Contractor will not be reimbursed for these fees or costs. See Task 5 for more information on UCC1 filings.

Task 3: Monthly Reject Report. The Contractor must provide SBA with a report by the last day of each month in SBA’s predetermined format of each UCC continuation statement that was rejected detailing the loan number, the State checked, the Debtor’s name checked, and a description of the rejection. If the rejection can be cured, SBA will provide corrected information to the Contractor not later than 30 days prior to the UCC filing deadline. The Contractor must file corrected continuation statements for an effective filing date of no later than the day before the 5-year anniversary of the filing date of the original UCC financing statement.

Task 4: Record of Filed UCC Continuation Statements. The Contractor must deliver to SBA a record by the last day of each month in SBA’s predetermined format of each UCC continuation statement that was filed detailing the financing statement number, the state in which the UCC was filed, the filing date, the filing fee cost, and all confirmation data and documentation received by the Contractor upon filing. The Contractor should have capability to invoke SBA's Application Program Interface (APIs) or provide an API that SBA can invoke to securely transfer data between the organizations. These APIs may need customized input and output requirements based on SBAs reporting needs.

Task 5. File New UCC1 Financing Statements. The Contractor must file new UCC1 Financing Statements on an as-needed basis as directed by SBA. SBA will provide the Contractor with data files containing the location of filing (which Secretary of State) and data fields 1 – 5 of the Form UCC1. A Sample Form UCC1 is attached as Exhibit B to this SOW for reference, but forms may vary by jurisdiction. Fields 6a, 6b and 7 are to be left unchecked on this version of the form. If an alternative form will be used, Contractor will coordinate with SBA to obtain any additional necessary data, including entity type. The data will be provided to the Contractor in a CSV, txt file or similar format. The Contractor must file the UCC1 within 10 days of SBA delivering the data file to the Contractor. The Contractor must deliver to SBA a record by the last day of each month in SBA’s predetermined format and content of: (a) each UCC1 financing statement that was filed detailing the financing statement number, the state in which the UCC was filed, the filing date, the filing fee cost and all confirmation data and documentation received by the Contractor upon filing , and (b) each UCC1 financing statement that was rejected and the reason for rejection.

Task 6. Ad Hoc Reports. The Contractor must deliver ad-hoc reports to the SBA on an as-needed basis.

4. Deliverables/Delivery Schedule Table 1: Deliverables

SBA

5. Inspection and Acceptance The government will review, for completeness, preliminary or draft deliverables submitted by the Contractor, and may return them to the Contractor for correction. Absence of comments by the government will not relieve the Contractor of the responsibility for complying with the requirements of this work statement. Final approval and acceptance of deliverables required herein must be provided to the Contractor in writing by the designated government official. The Contractor must not construe any letter of acknowledgment of receipt as a waiver of review, or as an acknowledgment that a deliverable is in conformance with this work statement. Any approval given during preparation of a deliverable, or approval for shipment does not guarantee the final acceptance of the completed deliverable.

6. Quality Control Plan The contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with this work statement. The contractor shall implement procedures to identify, prevent, and ensure non-recurrence of defective services. The contractor’s quality control program is the means by which it assures that contractor performance complies with the requirements of the contract. After acceptance of the quality control plan, the contractor shall receive the contracting officer’s acceptance in writing of any proposed change to its quality control system.

7. Quality Assurance The Government shall evaluate the contractor’s performance under this contract in accordance with the Quality Assurance Surveillance Plan. This plan is primarily focused on what the Government must do to ensure that the Contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s). The Contractor is required to provide satisfactory performance in all areas of the contract. Before invoices can be paid, a determination by the COR must first be made that satisfactory services have been received.

Required Services (Tasks)

8. Security

a. Physical Security The Contractor must establish and comply with appropriate administrative, technical, and physical safeguards to protect all Government data, property, facilities, and personnel.

i. Data All electronic data and documentation provided or made accessible by the Government, and all electronic data and documentation produced during performance of the services associated with this award are the property of, and are owned by, the Government.

The Contractor must not disclose and must safeguard all data and personnel work products that are obtained or generated in the performance of this contract. The Contractor must not access data or documentation that is not required in the performance of services awarded via this contract/task order, even if the data or documentation is available to Contractor personnel. The Contractor must immediately report any instance of non-compliance with this requirement to the Contracting Officer.

The government may authorize Contractor access to controlled, sensitive, classified, or other government information for use in performance of this contract. The term “government information” includes information furnished by the government and information acquired or developed by the Contractor in performance of the contract. The Contractor must provide immediate written notification the Contracting Officer if a breach of any of the requirements in this section occurs.

The Contractor must not publish or otherwise divulge government information, in whole or in part, in any manner or form, or authorize or permit others to do so, taking such measures as are necessary to restrict access to such information to only those employees needing the information to perform work required by the contract, i.e., on a “need to know” basis. The Contractor is cautioned that its employees and subcontractors have no blanket authorization for access to government information based on their employment status.

Government data, including electronic data, must not be removed from the Government facility without the expressed and written permission of the Contracting Officer or the Contracting Officer’s Representative. Government data including documentation must be surrendered to the Government upon contract completion and upon request. Government personnel, including government security personnel, have the express right to inspect documentation for any reason and at any time during the term of this award. The Contractor must ensure that direct and subcontract employees:

· Only access information required to perform their tasks as specified in this contract, and do not access information that is not required to perform these tasks.

· Ensure continuous government access to their work product in support of this contract.

· Do not email government information to non-government email accounts.

· Do not discuss government information with non-government personnel (including the Contractor employee’s management).

· Do not remove, or conspire to remove, government information out of a government facility or system, either physical and electronic, without written Contracting Officer or Contracting Officer Representative authorization.

· Comply with non-disclosure agreements.

· Protect the confidentiality of government information, and do not disclose government information to any unauthorized person.

ii. Facilities The Contractor and all associated subcontractors’ employees must comply with all facility access and use policies and procedures, including security policies and procedures. Questions must be referred to the Contracting Officer’s Representative. The Contractor must provide all information required for background checks to meet facility access requirements. The Contractor must comply with all personal identity verification requirements associated with facility access. Should the security procedures at any individual facility change, the Government may require changes in Contractor security matters or processes.

iii. Property and Personnel The Contractor must report threats to government property and personnel employed by or supporting the Government.

To help ensure the protection of the life and health of all persons, and to help prevent damage to property, the Contractor must comply with all Federal, State, and local laws and regulations applicable to the work being performed under this contract. These laws are implemented or enforced by the Environmental Protection Agency, Occupational Safety and Health Administration (OSHA) and other regulatory/enforcement agencies at the Federal, State, and local levels.

The Contractor agrees to use only qualified, responsible, ethical, and capable people to perform the work. Contractor employees must perform services at all times in a professional, ethical manner. Unprofessional, unethical, or threatening conduct will not be tolerated. Contractor employees with knowledge of unprofessional, unethical, or threatening behavior or conduct by any person must immediately report such behavior or conduct to the Contractor. The Contractor must immediately report receipt of a report concerning such behavior or conduct to the Contracting Officer.

The Contractor and its employees must only conduct business covered by this contract during periods paid for by the government and must not conduct any other business on government premises or government time. The Contractor must not use government time, equipment, materials except for the express purpose of providing government support.

Contract personnel attending meetings, answering Government telephones, and working in other situations where their contractor status is not obvious to third parties must identify themselves as contractors to avoid creating an impression that they are Government officials. The Contractor must also ensure that all documents or reports produced by the Contractor are suitably marked as Contractor products or that Contractor participation is appropriately disclosed.

The Contractor must, at its own expense, immediately remove employees who have displayed or are displaying or engaging in unprofessional, unethical, or threatening behavior or conduct. The Contracting Officer may require that the Contractor remove from the job at its own expense, employees who jeopardize or interfere with mission accomplishment, or endanger or threaten to endanger persons or property, or whose continued employment under this contract is inconsistent with the interest of agency security.

9. Government Furnished Property/Equipment/Information SBA will not be providing government furnished property or equipment to the Contractor. SBA will provide the Contractor with the following information:

10. Type of Contract The Government anticipates award of a Firm-Fixed-Price/Cost Reimbursement type contract.

11. Period of Performance The period of performance consists of a base year and 2 one-year option periods.

Table 2 – Period of Performance

12. Place of Performance The primary place of performance will be at the Contractor facility or approved alternate work site. Contractor employees are permitted to telework in accordance with the contract terms and conditions.

13. Hours of Operation The Contractor is responsible for maintaining an adequate work force for the uninterrupted performance of all tasks and objectives defined within this work statement. When hiring personnel, the Contractor must keep in mind the stability and continuity of the work force are essential.

14. Federal Holidays SBA observes the Federal holidays that are listed below and on the Office of Personnel Management website at https://www.opm.gov/policy-data-oversight/pay-leave/pay- administration/factsheets/holidays-work-schedules-and-pay/. Except as specified by the CO, services must not be required on the following Federal holidays:

New Year’s Day, January 1 Inauguration Day (Washington, DC only), January 20 Martin Luther King’s Birthday, third Monday in January President’s Day, third Monday in February Memorial Day, last Monday in May Juneteenth, June 19 Independence Day, July 4 Labor Day, first Monday in September Columbus Day, second Monday in October Veterans’ Day, November 11 Thanksgiving Day, fourth Thursday in November Christmas Day, December 25 Holidays falling on Saturdays are observed the Friday preceding the holiday, while those falling on Sundays are observed on the Monday following the holiday. Holidays must also include any additional day(s) granted by executive order.

15. Travel and Other Direct Costs (ODC) Travel is not required in support of the requirements in this work statement.

16. Conflicts of Interest No potential organizational conflicts of interest have been identified by the government. The Contractor must ensure that neither the Contractor or any subcontractor is biased because of financial, contractual, organizational, or other interests which relate to the work under this contract. The Contractor agrees it will make an immediate and full disclosure, in writing, to the Contracting Officer of any potential or actual organizational conflict of interest or the existence of any facts that may cause a reasonably prudent person to question the Contractor's impartiality because of the appearance or existence of bias or an unfair competitive advantage. Such disclosure must include a description of the actions the Contractor has taken or proposes to take to avoid, neutralize, or mitigate any resulting conflict of interest.

17. Transition Plan The Contractor must have an internal transition plan in place with little to no impact on the timely filing of UCC continuation statements to include the following:

Phase-in Identification of critical steps and technical specifications in assuming full functionality of service as defined in the statement of work, as to not cause any break in the filing of UCC continuation statements.

Back-Up Plan in the event of delays in assuming full functionality of service.

Phase-out Transition out procedures at end of the contract terms, including options.

In case of contract termination, the Contractor must provide SBA with a complete and comprehensive record of all successful filings and a separate complete and comprehensive record of all rejected filings, not previously provided. The records must be sortable in format and must include the loan numbers, old and new financing statement numbers, dates of filing, costs and all information and data received from the filing offices. The Contractor must cooperate timely with reasonable requests by SBA in the phase out. The contractor must submit this information to the government within 10 days of notice of termination.

18. SBA Local Terms and Conditions

18.0.1 SBA201-70 Authorities and Delegations (OCT 2022)

(a) The Contracting Officer is the only individual authorized to enter into or terminate this contract, modify any term or condition of this contract, waive any requirement of this contract, or accept nonconforming work.

(b) The Contracting Officer may designate a Contracting Officer's Representative (COR) at the time of award. The COR will be responsible for technical monitoring of the contractor's performance and deliveries. The COR will be appointed in writing, and a copy of the appointment will be furnished to the Contractor. Changes to this delegation will be made by written changes to the existing appointment or by issuance of a new appointment.

(c) The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(4) Terminate, for any reason, the contractor's right to proceed;

(5) Obligate in any way, the payment of money by the Government.

(d) The contractor must comply with the written or oral direction of the Contracting Officer or authorized representative(s) acting within the scope and authority of the appointment memorandum. The contractor need not proceed with direction that it considers to have been issued without proper authority. The contractor must notify the Contracting Officer in writing, within three days of occurrence and with as much detail as possible, when the COR has taken an action or has issued direction (written or oral) that the contractor considers to exceed the COR's appointment. Unless otherwise provided in this contract, the contractor assumes all costs, risks, liabilities, and consequences of performing any work it is directed to perform that falls within any of the categories defined in paragraph (c) prior to receipt of the Contracting Officer's response issued under paragraph (e) of this clause.

(e) The Contracting Officer must respond in writing within 30 days to any notice made under paragraph (d) of this clause or as soon as practicable thereafter. A failure of the parties to agree upon the nature of a direction, or upon the contract action to be taken with respect thereto, must be subject to the provisions of the Disputes clause of this contract.

(f) The Contractor must provide copies of all correspondence to the Contracting Officer and the COR.

(g) Any action(s) taken by the Contractor, in response to any direction given by any person acting on behalf of the Government or any Government official other than the Contracting Officer or the COR acting within his or her appointment, must be at the Contractor's risk.

18.0.2 SBA203-70 Restrictions on Endorsements (OCT 2022)

The Contractor must not refer to contracts/agreements/orders awarded by the SBA in commercial advertising, as defined in FAR 31.205-1, in a manner which states or implies that the product or service provided is approved or endorsed by the Government or is considered by the Government to be superior to other products or services. This restriction is intended to avoid the appearance of preference by the Government toward any product or service. The Contractor may request that the Contracting Officer make a determination as to the propriety of promotional material.

18.0.3 SBA204-70 Preservation of and Access to Contract Records (OCT 2022) “Contract records” means information created or maintained by the contractor in the performance of the contract. Contract records include documents required to be retained in accordance with FAR 4.703 and other information generated or maintained by the contractor that is pertinent to the contract and its performance including, but not limited to: email and attachments; formal and informal correspondence; calendars; notes; reports; memoranda; spreadsheets; tables; telephone logs; forms; surveys; books; papers; photographs; drawings; machine-readable materials; and data. Contract records may be maintained as electronically stored information or as tangible materials. Contract records may exist in either final or any interim version (e.g., drafts that have been circulated for official purposes and contain unique information, such as notes, edits, comments, or highlighting).

(a) “Electronically stored information (ESI)” means any contract records that are stored on, or generated by, an electronic device, or contained in electronically accessible media, either owned by the contractor, subcontractor(s), or employees of the contractor or subcontractor(s) regardless of the physical location of the device or media (e.g., offsite servers or data storage).

(b) “ESI devices and media” include, but must not be limited to:

(1) Computers (mainframe, desktop, and laptop);

(2) Network servers, including shared and personal drives;

(3) Individual e-mail accounts of the contractor’s and any subcontractors’ principals, officers, and employees including all folders contained in each email account such as “Inbox,” “Outbox,” “Drafts,” “Sent,” “Trash,” “Archive,” and any other folders;

(4) Personal data assistants (PDAs);

(5) External data storage devices including portable devices (e.g., flash drive); and

(6) Data storage media (magnetic, e.g., tape; optical, e.g., compact disk; microfilm; etc.).

(c) “Tangible materials” means contract records that exist in a physical (i.e., non-electronic) state.

(d) If during the period of performance of this contract, SBA becomes or anticipates becoming a party to any litigation concerning matters related to records maintained or generated by the contractor in the performance of this contract, the contracting officer may provide the contractor with a written (either hardcopy or email) preservation hold and certification of compliance with preservation hold. Upon receipt of the hold, the contractor must immediately take the following actions:

(1) Discontinue any alteration, overwriting, deletion, or destruction of all tangible materials and ESI;

(2) Preserve tangible materials and ESI. The contractor must preserve ESI in its “native” form to preserve metadata (i.e., creation and modification history of a document);

(3) Identify all individuals who possess or may possess, tangible materials and ESI related to this matter, including contractor employees, subcontractors, and subcontractor employees. The contractor must provide the names of all such individuals via email to the SBA official indicated in the notice;

(4) Document in writing the contractor’s efforts to preserve tangible materials ESI. It may be useful to maintain a log documenting preservation efforts;

(5) Complete the certification of compliance with litigation hold upon receipt and return it to the identified contact person; and

(6) Upon the request of the contracting officer, provide to the contracting officer or other SBA official designated by the contracting officer with any of the information described in this requirement. The contractor must immediately confirm receipt of such request. The contractor must describe in detail any records that the contractor knows or believes to be unavailable and provide a detailed explanation of why they are unavailable, and if known, their location.

(e) Increases in cost or price. (1) If any request for records pursuant to paragraph (b)(6) of this requirement causes an increase in the estimated cost or price, or the time required for performance of any part of the work under this contract, or otherwise affects any other terms and conditions of this contract, the contracting officer may make an equitable adjustment in any one or more of the following and will modify the contract accordingly:

(i) Contract price.

(ii) Delivery schedule.

(iii) Other affected terms.

(2) The contractor must assert its right to an adjustment under this requirement within 30 days from the date of receipt of the contracting officer’s request made pursuant to paragraph (b)(6) of this requirement. However, if the contracting officer decides that the facts justify it, the contracting officer may receive and act upon a request submitted before final payment of the contract.

(3) Failure to agree to any adjustment must be a dispute under the Disputes clause. However, nothing in this requirement must excuse the contractor from providing the records requested by the contracting officer.

(f) The contractor must include the terms of this requirement in all subcontracts awarded under this contract.

18.0.4 SBA204-71 Contractor Personal Identity Verification (PIV) Credentials and Background Investigations (OCT 2022)

(a) The Contractor must ensure that all contract employees requiring access to SBA facilities or SBA information resources must obtain a Government-issued PIV credential (PIV Card). The contractor must coordinate with the Contracting Officer’s Representative (COR) to facilitate COR sponsorship of each employee requiring a PIV Card.

(1) All contractor (and subcontractor) contract employees must undergo security processing before being eligible to work on the premises of any SBA owned, leased, or controlled facility; to access Government or other contractor data, reports, or other information; or to obtain access to a SBA IT system.

(i) The Contractor must comply with the SBA Cybersecurity and Privacy Policy specified in Standard Operating Procedures (SOP) 90 47 5. The Contractor must submit the information contained in paragraphs (A) through (H) below to the COR for each employee requiring access. All documentation must be completely filled out with accurate, true data. The contractor must submit documentation or information on a recurring basis as directed by the COR or SBA security personnel.

(A) An email providing the following information for each contractor employee:

(1) Name.

(2) Position Title.

(3) Risk Level.

(4) Program Office.

(5) Duty Location.

(6) Selecting Official.

(7) COR Name.

(B) Standard Form 85P (SF-85P), Questionnaire for Public Trust Positions.

(C) Completed Contractor Electronic Questionnaire for Investigations Processing (E-QIP).

(D) Job Description Worksheet or Statement of Work clearing showing the duties and access required.

(E) OPM Position Risk Designation Summary (signed by manager/supervisor). See link: Position Designation Tool (opm.gov);

(F) SBA Form 2044, Credit Report Release for Employment, if the position is Moderate Risk or higher and the form was provided by the COR for completion.

(G) Resume.

(H) Digitally completed SBA form 1228, Network Access Request Form, (completed in its entirety – must annotate to include access and expiration dates, if the form was provided by the COR for completion.

(ii) Security processing will consist of personal background inquiries. The Agency has the option to repeat the security processing on any contract employee at its sole discretion.

(iii) Upon completion of security processing, the COR will notify the contractor of a contract employee’s eligibility to be provided access to an SBA facility or IT system.

(iv) Positions for these services are determined to be: (Contracting Officer to check appropriate position risk) ☒ Moderate Risk ☐ Low Risk

(v) If the SBA receives disqualifying information on a contract employee, the COR will be notified. The COR, in coordination with the Contracting Officer, will immediately remove the contract employee from duties requiring access to Agency facilities and/or IT systems. Contract employees may be barred from working on the premises of a facility for any of the following:

(A) Failure to meet CFR 731 equivalent fitness standards;

(B) Conviction of a felony crime of violence or of a misdemeanor involving moral turpitude;

(C) Falsification of information entered on security screening forms or on other documents submitted to the Agency;

(D) Improper conduct once performing on the contract, including offensive, unlawful, criminal, infamous, dishonest, amoral, unethical, devious, or notoriously disgraceful conduct or other conduct prejudicial to the Government, regardless of whether the conduct was directly related to contract performance; or

(E) Any behavior judged to pose a potential threat to Agency information systems, personnel, property, or other assets.

(b) The Contactor must ensure that all contract employees safeguard their PIV Card.

(c) The Contractor must ensure that contract employees schedule an appointment with an enrollment/activation center via http://www.fedidcard.gov if a Personal Identification Number (PIN) reset is needed.

(d) In the event that a PIV Card is or may have been lost, damaged, compromised, or stolen, the Contactor must immediately notify the COR and the SBA PIV Security Office at PIV@sba.gov. Instructions for obtaining a replacement will be provided.

(e) The Contractor must ensure return of employee PIV Cards to the COR or the COR’s designee on the employee’s final day of contract performance. The contractor must provide the actual separation date and reason its employee will no longer support the contract.

(f) The Contractor must ensure return of PIV Cards in accordance with FAR clause 52.204-9, Personal Identity Verification of Contractor Personnel, which is incorporated herein by reference, on the contract employee’s last day of contract performance. In the event that a contract employee fails to turn the PIV Card over to the Government on the last day of work, the Contractor must ensure return of the employee’s PIV Card within one working day.

(g) This requirement must be incorporated into any subcontracts that require subcontractor personnel to have routine and regular unsupervised access to a federally controlled facility for more than 180 calendar days or unsupervised access to a federally controlled Level 3 or 4 information systems.

18.0.5 SBA209-70 Organizational Conflict of Interest (OCT 2022) The contractor must ensure that neither the contractor nor any subcontractor is biased because of financial, contractual, organizational, or other interests which relate to the work under this contract. The contractor must also ensure that neither the contractor nor any subcontractor obtains any unfair competitive advantage over other parties based on performance of this contract.

(a) The restrictions described herein must apply to performance or participation by the Contractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as “contractor”) in the activities covered by this clause as a prime contractor, subcontractor, cosponsor, joint venture, consultant, or in any similar capacity. For the purpose of this clause, affiliation occurs when a business concern is controlled by, or has the power to control another, or when a third party has the power to control both.

(b) The warrant and disclosure requirements of this paragraph apply with full force to both the contractor and all subcontractors. By signature on this contract or contract performance, the contractor warrants that, to the best of the contractor's knowledge and belief, there are no relevant facts or circumstances which would give rise to an organizational conflict of interest, as defined in FAR subpart 9.5, and that the contractor has disclosed all relevant information regarding any actual or potential conflict. The contractor agrees it must make an immediate and full disclosure, in writing, to the Contracting Officer of any potential or actual organizational conflict of interest or the existence of any facts that may cause a reasonably prudent person to question the contractor's impartiality because of the appearance or existence of bias or an unfair competitive advantage. Such disclosure must include a description of the actions the contractor has taken or proposes to take in order to avoid, neutralize, or mitigate any resulting conflict of interest.

(c) The contractor must obtain from its subcontractors or consultants the disclosure required in FAR Part 9.507-1 and must determine in writing whether the interests disclosed present an actual, or significant potential for, an organizational conflict of interest. The contractor must identify and avoid, neutralize, or mitigate any subcontractor organizational conflict prior to award of the contract to the satisfaction of the Contracting Officer. If the subcontractor's organizational conflict cannot be avoided, neutralized, or mitigated, the contractor must obtain the written approval of the Contracting Officer prior to entering into the subcontract. If the contractor becomes aware of a subcontractor's potential or actual organizational conflict of interest after contract award, the contractor agrees that the Contractor may be required to eliminate the subcontractor from its team, at the contractor's own risk.

(d) The Contracting Officer may terminate this contract for convenience, in whole or in part, if the Contracting Officer deems such termination necessary to avoid, neutralize or mitigate an actual or apparent organizational conflict of interest. If the contractor fails to disclose facts pertaining to the existence of a potential or actual organizational conflict of interest or misrepresents relevant information to the Contracting Officer, the Government may terminate the contract for default, suspend and/or debar the contractor from Government contracting, or pursue such other remedies as may be permitted by law or this contract.

18.0.6 SBA209-71 Access to Nonpublic Information (OCT 2022)

(a) Definition. Nonpublic information, as used in this clause, means any Government or third-party information that—

(1) Is exempt from disclosure under the Freedom of Information Act (5 U.S.C. 552) or otherwise protected from disclosure by statute, Executive order, or regulation; or

(2) Has not been disseminated to the general public, and the Government has not yet determined whether the information can or will be made available to the public.

(b) Restrictions on the use and disclosure of nonpublic information.

(1) The restrictions provided herein are intended to protect both the Government and third-party owners of nonpublic information from unauthorized use or disclosure of such information.

(i) The Contractor must indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys’ fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of any nonpublic information to which it is given access during performance of this contract.

(ii) Third-party owners of nonpublic information to which the Contractor may have access during performance of this contract are third-party beneficiaries with respect to the terms of this clause who, in addition to any other rights they may have, may have the right of direct action against the Contractor to seek damages from any violation of the terms of this clause or to otherwise enforce the terms of this clause.

(2) With regard to any nonpublic information to which the Contractor is given access in performance of this contract, whether the information comes from the Government or from third parties, the Contractor must—

(i) Utilize the nonpublic information only for the purposes of performing the services specified in this contract, and not for any other purposes;

(ii) Safeguard the nonpublic information from unauthorized use and disclosure;

(iii) Limit access to the nonpublic information to only those persons who need it to perform services under this contract;

(iv) Inform persons who may have access to nonpublic information about their obligations to utilize it only to perform the services specified in this contract and to safeguard it from unauthorized use and disclosure;

(v) Obtain a signed nondisclosure agreement, which at a minimum includes language substantially the same as that found in paragraphs (b)(1) and (b)(2)(i) through (vi) herein, from each person who may have access to the nonpublic information;

(vi) Provide a copy of any such nondisclosure agreement to the contracting officer upon request; and

(vii) Report to the contracting officer any violations of requirements (i) through (vi) of this paragraph as soon as the violation is identified. This report must include a description of the violation and the proposed actions to be taken by the contractor in response to the violation, with follow-up reports of corrective actions taken as necessary.

(3) If the Contractor receives information that is marked in a way that indicates the Contractor should not receive this information, the Contractor must—

(i) Notify the Contracting Officer;

(ii) Use the information only in accordance with the instructions of the Contracting Officer; and

(iii) Comply with any other notification provisions contained in this contract.

(c) Applicability.

(1) The obligations and prohibitions of paragraph (b) do not apply if the Contractor can demonstrate to the Contracting Officer that the information—

(i) Was in the public domain at the time the information was accessed by the Contractor;

(ii) Was published, after having been accessed by the Contractor, or otherwise becomes part of the public domain through no fault of the Contractor;

(iii) Was lawfully in the Contractor's possession at the time the Contractor accessed it and was not acquired directly or indirectly—

(A) From the Government; or

(B) Under another Government contract;

(iv) Was received by the Contractor from a party, other than the information owner, who has the authority to release the information and did not require the Contractor to hold it in confidence.

(v) Is or becomes available, on an unrestricted basis in a lawful manner, to a third party from the information owner or someone acting under the control of the information owner;

(vi) Is developed by or for the Contractor independently of the information received from the Government or the information owner and such independent development can be shown;

(vii) Becomes available to the Contractor by wholly lawful inspection or analysis of products offered for sale by the information owner or someone acting under the information owner's control, or an authorized third-party reseller or distributor; or

(viii) Is provided to a third party by the Contractor with the prior written approval of the information owner.

(2) The Contractor may release nonpublic information to which the Contractor is given access in performance of this contract to a third party pursuant to the lawful order or rules of a United States Court or Federal administrative tribunal or body of competent jurisdiction, provided that the Contractor gives to the information owner prior written notice of such obligation and the opportunity to oppose such disclosure. The Contractor must provide a copy of the notice to the Contracting Officer at the same time as notice is given to the information owner.

(d) Other contractual restrictions on information. This clause is subordinate to all other contract clauses or requirements that specifically address the access, use, handling, or disclosure of information. If any restrictions or authorizations in this clause are inconsistent with a requirement of any other clause of this contract, the requirement of the other clause must take precedence over the requirement of this clause.

(e) Remedies available to a third-party information owner. The Contractor's failure to comply with the requirements of this clause may provide grounds for independent legal action or other remedies available to a third-party information owner based on the protections of paragraph (b)(1) of this clause (third-party beneficiary).

(f) Subcontracts. The Contractor must include this clause, including this paragraph (f), in subcontracts under which a subcontractor may have access to nonpublic information, The terms “contract,” “contractor,” and “contracting officer” must be appropriately modified to preserve the Government's rights.

18.0.7 SBA219-70 Limitations on Subcontracting (Deviation) (APR 2022)

(a) This clause does not apply to the…