DRAFT_Solicitation_BEP-RFP-16-0440.pdf

Draft

SOLICITATION NO. BEP-RFP-16-0440

SECTION B – SCHEDULE OF SUPPLIES

B.1 SCHEDULE OF ITEMS AND PRICES - COST-PLUS-FIXED-FEE (CPFF) -

RESEARCH AND DEVELOPMENT (R&D)

CLIN SUPPLIES/SERVICES UOM* UNIT PRICE

BASE PERIOD: To be completed at award

0001 Technology Development DL $_________________

OPTION PERIOD I: To be completed at award

0002 Continued Technology Development DL $_________________

OPTION PERIOD II: To be completed at award

0003 Continued Technology Development DL $_________________

TOTAL AMOUNT OF THE CONTRACT: DL $_________________

*Unit of Measure is in Dollars (DL).

B.2 ESTIMATED COST AND FIXED FEE

(a) The estimated cost (exclusive of fixed fee) of this contract is $ (TO BE COMPLETED UPON

AWARD).

(b) The fixed fee for this contract is $ (TO BE COMPLETED UPON AWARD). The fixed fee shall be paid in installments based on the percentage of completion of work, as determined by the Contracting Officer, and subject to the withholding provisions of the clauses FAR 52.216-7

“ALLOWABLE COST AND PAYMENT” and FAR 52.216-8 “FIXED FEE” incorporated herein. The fixed fee will be subject to the limitations set forth in FAR 15.404-4(c)(4)(A).

(c) The government’s obligation, represented by the sum of the estimated cost plus the fixed fee, is $ (TO BE COMPLETED UPON AWARD).

Cost Fixed Fee Total

(d) Total funds currently available for payment and allotted to this contract are $ (TO BE

COMPLETED UPON AWARD), of which $ (TO BE COMPLETED UPON AWARD) represents the estimated costs, and $ (TO BE COMPLETED UPON AWARD) represents the fixed fee.

(e) It is estimated that the amount currently allotted will cover performance of the contract through completion.

(f) The Contracting Officer (CO) may allot additional funds to the contract without the concurrence of the Contractor. For further provisions on funding, see FAR 52.232-20, “Limitation of Cost”; FAR 52.216-7, “Allowable Cost and Payment”; and, FAR 52.216-8, “Fixed Fee.” These clauses are incorporated into the contract.

SECTION C – PERFORMANCE-BASED STATEMENT OF OBJECTIVES

C.1 GENERAL REQUIREMENTS

(a) Background: The Bureau of Engraving and Printing (BEP) is a component of the Department of the Treasury that designs, engraves, and prints U.S. currency and other U.S. security products.

U.S. currency manufacturing occurs at BEP’s Eastern Currency Facility (ECF) located in

Washington, DC and Western Currency Facility (WCF) located in Fort Worth, TX. The BEP’s primary customer is the Federal Reserve Board (FRB).

(b) Objective: The objective of this requirement is to obtain the most advanced micro optic array technology for use as features in U.S. currency by having the vendor develop fully functioning optical features exemplars applied onto paper.

(c) Scope: The Contractor shall furnish all facilities, labor, and materials to provide Research &

Development (R&D) services in accordance with the terms and conditions herein (see

Attachment H of this contract - Statement of Objectives (SOO)).

SECTION D – PACKAGING AND MARKING

D.1 PACKAGING AND MARKING

Preservation, packaging, and marking for all items delivered hereunder shall be in accordance with standard commercial shipping practices and FAR 47.208-2.

a. Contract Number/Purchase Order Number

b. Package number, description, and quantity of items contained therein

c. COR’s name and telephone number

d. Room number

e. Contractor’s name

D.2 SAFETY

State "Right to Know" laws and 29 CFR 1910.1200, Employee Hazard Communication

Program, require manufacturers, importers and suppliers to label containers of toxic substances or hazardous chemicals with the chemical name and appropriate hazard warning and to provide

Material Safety Data Sheets (MSDS) for these substances. Hazard Material Information System

(HMIS) data shall be provided, as required, on all packaging. Materials not meeting this requirement will not be accepted (off-loaded) by the BEP.

SECTION E – INSPECTION AND ACCEPTANCE

E.1 FAR CLAUSE 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/far

(End of Clause)

CLAUSE

NUMBER TITLE DATE

52.246-8

INSPECTION OF RESEARCH AND DEVELOPMENT –

COST REIMBURSEMENT MAY 2001

E.2 FAR CLAUSE 52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)

(a) Title to supplies furnished under this contract shall pass to the Government upon formal acceptance, regardless of when or where the Government takes physical possession, unless the contract specifically provides for earlier passage of title.

(b) Unless the contract specifically provides otherwise, risk of loss of or damage to supplies shall remain with the Contractor until, and shall pass to the Government upon—

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Acceptance by the Government or delivery of the supplies to the Government at the destination specified in the contract, whichever is later, if transportation is f.o.b. destination.

(c) Paragraph (b) of this clause shall not apply to supplies that so fail to conform to contract requirements as to give a right of rejection. The risk of loss of or damage to such nonconforming supplies remains with the Contractor until cure or acceptance. After cure or acceptance, paragraph (b) of this clause shall apply.

(d) Under paragraph (b) of this clause, the Contractor shall not be liable for loss of or damage to supplies caused by the negligence of officers, agents, or employees of the Government acting within the scope of their employment.

E.3 INSPECTION AND ACCEPTANCE

Inspection and acceptance of the supplies to be provided hereunder, shall be made by the BEP appointed Contracting Officer’s Representative (COR) in accordance with the FAR clause

52.246-8 and FAR clause 52.232-25, Attachments A-I of this contract, and will be performed unless otherwise necessary at the place of delivery.

E.4 QUALITY ASSURANCE

(a) General: Unless otherwise specified in the contract, the Contractor is responsible for the performance of all inspection and testing requirements as stated in the specification. Except as otherwise specified, the Contractor may utilize its own facilities or any commercial laboratory acceptable to the Government.

(b) Quality Assurance Plan Requirements: If any of the work required under the contract is subcontracted, the Contractor shall require that the subcontractor submit and adhere to a Quality

Assurance Plan.

SECTION F – DELIVERIES OR PERFORMANCE

F.1 FAR 52.252-2 - CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

available. Also, the full text of a clause may be accessed electronically at this/these address(es):

52.247-34 F.o.b. DESTINATION NOV 1991

F.2 PLACE OF DELIVERY

Deliverables as required during the performance of the CLINS specified in Section B of this contract shall be delivered f.o.b. destination within consignee’s premises in accordance with

Attachment H of this contract. The consignee for receipt of the deliverables is specified in

Section G.2 below.

F.3 BEP YEAR END SHUTDOWN (YES) PERIOD AND FEDERAL HOLIDAYS

(a) The BEP observes the federal holidays that are listed on the Office of Personnel Management

(OPM) website at: https://www.opm.gov/fedhol/. The Presidential Inauguration Day is applicable only to the ECF and deliveries to the WCF will not be affected.

(b) The BEP’s YES Period typically occurs December 25th through January 1st of each calendar year.

F.4 PROGRAM MILESTONES

Milestone events during the performance of this contract (including Configuration Reviews and

Audits) are established. These events are referred to as Program Milestones and are set forth below:

https://www.opm.gov/fedhol/

Program Milestones Completion Date

Kick-Off meeting Within 30 days of Contract Award at TBD

Quarterly Tech/Exemplar Review TBD

Quarterly Tech/Exemplar Review TBD

Quarterly Tech/Exemplar Review TBD

Complete Technical Effort/Final Program Review TBD

Physical delivery of most advanced feature exemplars TBD

Presentation to the BEP’s stakeholders TBD

Contract Period of Performance Ends TBD

F.5 GUARANTEED FINAL REPORT/SAMPLES

If this contract is terminated prior to completion, the Contractor agrees to provide the most advanced feature exemplars in accordance with the SOO and a final summary report of exemplar activities from the last quarterly report. During the life of the contract, the Contractor shall continuously reserve sufficient funds from the amount allotted to guarantee the preparation and delivery of said advanced feature exemplars.

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 CONTRACT ADMINISTRATION OFFICE

This contract will be administered by:

Bureau of Engraving and Printing

Office of Acquisition (OA)

14th and C Streets, S.W.

Washington, D.C. 20228-0001

Written communication to the CO shall make reference to this contract number.

G.2 DTAR CLAUSE 1052.201-70 - CONTRACTING OFFICER REPRESENTATIVE (COR)

APPOINTMENT AND AUTHORITY (APR 2015)

(a) The COR is [to be appointed at contract award] and he/she can be reached at:

Bureau of Engraving and Printing

Office of Technology Development (OTD)

Attn: [to be inserted at contract award]

14th and C Streets, S.W.

Washington, DC 20228-0001

Telephone: [to be inserted at contract award]

E-Mail: [to be inserted at contract award]

(b) Performance of work under this contract is subject to the technical direction of the COR identified above, or a representative designated in writing. The term “technical direction” includes, without limitation, direction to the Contractor that directs or redirects the labor effort, shifts the work between work areas or locations, and/or fills in details and otherwise serves to ensure that tasks outlined in the work statement are accomplished satisfactorily.

(c) Technical direction must be within the scope of the contract specification(s)/work statement.

The COR does not have authority to issue technical direction that:

(1) Constitutes a change of assignment or additional work outside the contract specification(s)/work statement;

(2) Constitutes a change as defined in the clause entitled “Changes”;

(3) In any manner causes an increase or decrease in the contract price, or the time required for contract performance;

(4) Changes any of the terms, conditions, or specification(s)/work statement of the contract;

(5) Interferes with the Contractor’s right to perform under the terms and conditions of the contract; or

(6) Directs, supervises or otherwise controls the actions of the Contractor’s employees.

(d) Technical direction may be oral or in writing. The COR must confirm oral direction in writing within five workdays, with a copy to the Contracting Officer.

(e) The Contractor shall proceed promptly with performance resulting from the technical direction issued by the COR. If, in the opinion of the Contractor, any direction of the COR or the designated representative falls within the limitations of (c) above, the Contractor shall immediately notify the Contracting Officer no later than the beginning of the next Government work day.

(End of clause)

G.3 DTAR CLAUSE 1052.232-7003 ELECTRONIC SUBMISSION OF PAYMENT

REQUESTS (APR 2015)

(a) Definitions. As used in this clause—

(1) “Payment request” means a bill, voucher, invoice, or request for contract financing payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR 32.905(b), “Content of Invoices” and the applicable

Payment clause included in this contract.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests electronically using the Invoice Processing Platform (IPP). Information regarding IPP, including IPP Customer Support contact information, is available at www.ipp.gov or any successor site.

(c) The Contractor may submit payment requests using other than IPP only when the Contracting

Officer authorizes alternate procedures in writing in accordance with Treasury procedures.

http://www.ipp.gov/

(d) If alternate payment procedures are authorized, the Contractor shall include a copy of the

Contracting Officer's written authorization with each payment request.

G.4 FAR CLAUSE 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTS (DEC 2013)

(a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the

Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 TYPE OF CONTRACT

The Government contemplates award of a Cost-Plus-Fixed-Fee (CPFF) R&D contract with a base period of twelve (12) months and two (2) twelve (12) month option periods that may be exercised. Pursuant to the “Limitation of Cost” clause (FAR 52.232-20), the total amount allotted to this contract is $(to be inserted at time of award), and it is estimated that this amount is sufficient for contract performance.

H.2 INTERPRETATION OF CONTRACT REQUIREMENTS

No interpretation of any provision of this contract, including applicable specification(s)/work statement, shall be binding on the Government unless furnished or agreed to in writing by the

CO.

H.3 NON-DISCLOSURE OF INFORMATION & DATA

(a) The Contractor agrees that all information provided by representatives of the BEP, either before or after contract award, concerning the design, manufacture, processing or transporting of

United States banknote currency is nonpublic. Such information will be shared only with employees or agents of the company that are required to have knowledge of this requirement, and shall not be disclosed to other persons without the written consent of the CO.

(b) During the period of performance of the contract, the Contractor may be granted access to sensitive information and data, which is the sole property of the BEP, as well as proprietary information and data, which is the sole property of entities other than the contracting parties. The

Contractor agrees to maintain the confidentiality of all such information and data and shall not disclose any information and data, interpretations of, and/or derivatives of, such information and data to any unauthorized party without the express written approval of the CO, or of the party in which title is wholly vested. The Contractor hereby agrees to include this clause in all subcontracts or consulting agreements relating to work under this contract.

(c) The Contractor will be required to execute a Non-Disclosure Agreement (NDA) with the BEP and it shall be incorporated as Attachment A.

H.4 INTELLECTUAL PROPERTY

The U.S. Code requires the use of distinctive materials on FRNs, including distinctive paper and distinctive counterfeit deterrent technologies. It is the U.S. Government’s intent that the

Contractor develops several security features, which may be based on the Contractor’s existing technology for use in FRNs that may be patentable or otherwise protectable under title 35 of the

U.S. Code. In the event the security feature or any aspect of it is patentable, it would be considered a “subject invention” made in the performance of work under this contract as defined in FAR Part 52.227-11(a). The security features and/or the “subject invention” shall be novel, useful, and non-obvious to a person having ordinary skill in the pertinent art. The desired security feature and/or “subject invention” is a micro-optic security device including a combination of one or more micro-optic effects and production technology methodologies that is clearly distinguishable from any invention and/or technology available in the global market.

The security feature and/or the “subject invention” shall conform to the requirement provided in

31 C.F.R. Part 601. The design of the security feature utilizing the “subject invention” in FRNs per se is not the “subject invention”.

A security feature and/or “subject invention” shall cease to be a security feature and/or “subject invention” when it is not covered by a contract and/or agreement between the BEP and the

Contractor. Hence, a security feature and/or “subject invention” that is covered by a contract and/or agreement between the BEP and the Contractor but that has not been adopted for use in

FRNs can be a counterfeit deterrent technology made in the performance of work under this contract. The U.S. Government will not acquire rights in the Contractor’s intellectual property regarding any existing technology or non-subject inventions. The Contractor’s existing technology consists of [INSERT DESCRIPTION OF TECHNOLOGY BASE].

This section addresses the allocation and protection of rights in the following areas: 1) patents and inventions, copyrights and trade secrets, and other data generated or used in the performance of the contract; 2) the U.S. Government authorization and consent to use the Contractor’s intellectual property generated or used in the performance of the contract under the condition that the Contractor ensures the security feature and/or “subject invention” are for exclusive use of the U.S.

Government; and 3) the Contractor’s liability for licensing any of its intellectual property generated under the performance of the contract or disclosing any data related to the security features and/or “subject inventions” to third parties without the consent of the U.S. Government.

The Contractor will incorporate the substance of this clause, its terms, and requirements in all subcontracts under this contract.

(a) License

(1) Patents and Inventions: With respect to any patent that is granted with claims covering any of the “subject invention(s)” developed under this contract, the U.S. Government shall obtain an exclusive, nontransferable, irrevocable, paid-up license to use the “subject invention”. “Subject inventions” include inventions first conceived or actually reduced to practice during the performance of the contract. In those cases where the U.S. Government receives title to the

“subject invention”, the Contractor will not obtain a license to practice the “subject invention” and will provide the U.S. Government with any data and/or information generated during the performance of the contract that is required to file a patent application.

(2) Copyrights and Trade Secrets: Copyright and Trade Secrets license rights related to any security feature and/or “subject invention” developed under this contract are jointly referred to as data rights as defined in FAR Part 52.227-14. The U.S. Government shall obtain an exclusive, nontransferable, irrevocable, paid-up license to use, prepare derivative works, perform, display, reproduce, or distribute any data related to a security feature and/or “subject invention”. With respect to any copyright and/or trade secret related to a security feature and/or “subject invention” created or developed during the performance of work under this contract, the

Contractor shall not use, prepare derivative works, perform, display, reproduce, or distribute any data related thereto. The Contractor acknowledges that any data and/or information concerning a security feature and/or “subject invention” created during the performance of this contract and before a patent application is filed is a trade secret as defined in title 18 of the U.S. Code. If the

Contractor elects not to file a patent application on a “subject invention” all data, discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports related thereto, and all other proprietary information and all similar or related information in any format (whether or not patentable) that relates to a security feature and/or “subject invention” shall be deemed to constitute a trade secret for exclusive use of the

U.S. Government.

(3) Other Data: In the performance of this contract, the U.S. Government may provide the

Contractor with Sensitive but Unclassified (SBU) information. SBU information provided to the

Contractor shall be marked with a restrictive notice and shall be protected by the Contractor in accordance with the contract. In addition, the Contractor may not assert intellectual property rights in any information provided by the U.S. Government.

(b) Exclusivity of Use

For the U.S. Government to consider a security feature and/or “subject invention”, the Contractor must adhere to this exclusivity clause for the duration of any contract and/or agreement between the BEP and the Contractor covering the security feature and/or “subject invention” (the

“Exclusivity Period”). The Contractor gives the U.S. Government exclusive authorization and consent (without prejudice to any rights of indemnification) for all use and manufacture of the security feature and/or “subject invention” covered by any intellectual property made under this contract. The Contractor may not enter into contracts and/or agreements regarding a security feature and/or “subject invention” with third parties during the Exclusivity Period. If the

Contractor fails to adhere to this exclusivity prerequisite, the U.S. Government may decide to cease all work with the Contractor and not use the security feature and/or “subject invention” being developed herein in FRNs. In addition, the U.S. Government expects the Contractor to adhere to the exclusivity requirement regarding the security feature(s) and/or “subject invention(s)” incorporated in FRNs in perpetuity, in accordance with 18 U.S.C. § 474A. If the

Contractor seeks to disclose or use a security feature and/or “subject invention” or any intellectual property related thereto developed under this contract in any other business opportunity, the Contractor shall submit, in writing, a letter notifying the CO and COR, as soon as reasonably possible, of its plan for use of the security feature and/or “subject invention” and/or any intellectual property developed by the Contractor under this contract.

(c) Contractor’s Liability

Any distinctive counterfeit deterrent technology (whether or not patentable) developed under this contract will be governed by 31 C.F.R. Part 601 and 18 U.S.C. § 474A. The Contractor shall be liable throughout the development of the security feature(s) and/or “subject invention(s)” for its disclosure of any information or data related thereto since such disclosure may destroy the value of the distinctive counterfeit deterrents technology use in FRNs. In addition, the Contractor acknowledges that it shall be liable to the U.S. Government for, without express written permission from the U.S. Government, licensing to third parties any intellectual property rights and/or data generated under the performance of this contract pertaining to the security feature(s) and/or “subject invention(s)” adopted for use in FRNs or covered by a contract and/or agreement between the BEP and the Contractor but that has not been adopted for use in FRNs. In case of such violation, the Contractor shall be liable to the U.S. Government for the costs affiliated with such a violation, including but not limited to recovery of the costs of this and other related contracts and other costs the U.S. Government determines appropriate.

H.5 NOTICE TO THE GOVERNMENT OF DELAYS

In the event the Contractor encounters difficulty in meeting performance requirements, or when it anticipates difficulty in complying with the contract or any Delivery order delivery schedule or date, or whenever the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract or of a Delivery order, the

Contractor shall immediately notify the CO and the COR, in writing. The notice shall give pertinent details, provided; however, that this data shall be informational only in character and that receipt thereof shall, in no event, be construed as a waiver by the BEP of any delivery schedule or date or of any rights or remedies provided by law or under this contract. The notice must be provided in no less than thirty (30) days before the performance/delivery/completion date specified in the order.

H.6 SECURITY

The Contractor shall meet and comply with all requirements and instructions from the BEP’s

Office of Security.

(a) The BEP’s facilities are considered to be secure Government facilities; therefore, BEP visitors may be given a visitor’s security badge by security personnel and escorted by

Government authorized personnel. Visitor security badges shall be worn above the waist, clearly visible, with picture or front side front forward at all times. Visitor security badges are to be returned upon leaving the site.

(b) Contractor and subcontractor employees requiring access to the BEP shall be subject to a background investigation and favorable adjudication. They must also be “identity proofed” in accordance with Homeland Security Presidential Directive 12 (HSPD 12). Personal identity verification (PIV) will be performed before assignment to perform work under the contract. All positions under the contract will be assigned a “position sensitivity level.” Position sensitivity levels range from HIGH-RISK to LOW-RISK. Position sensitivity levels are determined based on access to currency manufacturing areas and processes required by the position.

(1) The Project Manager and all personnel performing within a supervisory or lead role shall be capable of passing a HIGH-RISK – Full background check.

(2) All other personnel shall be capable of passing a MEDIUM-Risk background check.

The COR will notify the Contractor of any changes to the position sensitivity level for personnel performing under the contract. The COR will also coordinate with the BEP Security Division concerning any adjustments to the position sensitivity levels. If any adjustments are made the

COR will notify the Contractor.

(c) Upon contract award the Contractor shall furnish the BEP COR a list of persons under employment consideration, to include the full legal name, social security numbers, date of birth, city, state and country of birth. The BEP’s Personnel Security Branch will establish an electronic profile of the individual within the Electronic Questionnaires for Investigative Processing system

(hereinafter referred to as “e-QIP") and provide a packet with instructions and additional forms that must be returned to the BEP Personnel Security Branch. The COR is notified when the individual Contractor has completed an initial review of the information provided in e-QIP. The

COR will then notify the Contractor to come in to the BEP for fingerprinting. At that time the

Contractor will bring in the additionally completed paperwork and the printed forms from e-QIP.

At the time of fingerprinting, the Contractor will begin the process of PIV by providing a certified copy of a birth certificate, passport or Certificate of Citizenship (to prove citizenship status) and two (2) forms of identification as outlined in Form I-9 “List of acceptable documents.” (NOTE: One ID must be a Federal, State or Local Government picture ID). Once completed, the contract employee will be allowed to perform limited assignments pending completion of the background investigation and adjudication; however, the contract employee must be escorted in all facility areas and will not be granted access to sensitive systems. Interim access may be granted after receipt of fingerprint results. Once favorably adjudicated, the COR will be notified and the contract employee will be brought back in to complete the PIV process and receive a BEP picture badge with level of access to the area of contract work. If the contract employee does not meet the requirements for a favorable determination for level of access required, the Contractor shall replace him/her at no additional cost to the Government.

(d) The Bureau reserves the right to deny access to its facilities and security systems, in accordance with adjudicative guidelines set forth in Executive Order 10450, its amendments, and any applicable supplemental directives (in particular, Title 5, Code of Federal Regulations, Section 731), to any individual about whom an adverse suitability determination is made.

Failure to submit the required security package or to truthfully answer all questions shall constitute grounds for denial of access clearance. The Contractor shall not provide access to employees, until the BEP Security Division, provides written access clearance through the COR.

(e) The Contractor is responsible for reporting adverse information (i.e., arrests, bankruptcy, etc.)

that may affect the employment suitability of their employees who provide services on behalf of the Contractor to the BEP. This information shall be reported to the COR within five (5) days of the Contractor becoming aware of the situation.

(f) Upon approval of the security access, the Contractor shall be given written confirmation from either the COR or the CO that the individual(s) have been cleared to work at the BEP.

(g) Contractor employees or subcontractor employees who have been cleared and are working on-site at the BEP’s facility will be subject to an annual criminal history check. The results of the annual criminal history check will be reviewed according to the same standards as the initial investigation conducted by the BEP Security Division. The annual criminal history checks will be utilized to identify potentially disqualifying suitability issues. Access to the Bureau’s product or premises will be withdrawn if annual criminal history checks identify disqualifying suitability issues. Access to the Bureau’s product or premises will be withdrawn if annual criminal history checks cannot be performed by the BEP due to non-submission of the required information by

Contractor employees.

(h) The Contractor must provide the COR with the full legal name, SSN, date of birth, city, state and country of birth of each potential, qualified, new hire who will replace an employee previously cleared to work at the BEP. The COR or CO will notify the Contractor in writing that an interim access clearance has been approved and the potential employee can be employed on this contract. The employee will be allowed to perform limited assignments; however, the employee must be escorted in all facility areas and will not be granted access to sensitive systems. If the employee does not meet the requirements for a favorable access determination for the risk level requested, the Contractor shall replace him/her at no additional cost to the

Government. The COR or CO will notify the Contractor in writing that a final access has been approved and the potential employee will be issued an identification badge and allowed access to previously restricted areas.

(i) Some of the work to be performed will require access to restricted data and classified National

Security information, compartmentalized information, restricted physical areas, and classified systems. All individuals proposed by the Contractor to perform requirements involving such access on a need-to-know-basis must have the appropriate security clearances (i.e. national security clearance at the Secret level), as designated by the BEP, at the time that the specific tasking is initiated. These requirements will be identified on a case-by-case basis and discussed between the COR, CO and the BEP Personnel Security Manager prior to the start of the assignment. The Contractor must show how these requirements will be met and the depth of corporate resources available to respond to ongoing requirements.

(j) The Contractor shall exercise due diligence in pre-screening all employees for employment suitability prior to submission to the BEP for agency access clearance. The Government will provide, after contract award, an example of the types of questions the Contractor may ask in screening potential employees. The questions are derived from the questionnaire Contractor employees will be required to complete online for initiating their agency access clearance. The

BEP will initiate the agency access procedure upon contract award for all direct labor employees where the BEP facility access is necessary for performance under the contract. If a proposed

Contractor employee or subcontractor employee is denied an agency access clearance or if for any reason a proposed application is withdrawn during the agency access clearance process, the contract price shall be reduced by $1,500.00 for each additional Critical Sensitive or High-Risk background investigation the BEP must conduct, $1,000.00 for each additional Moderate-Risk background investigation and $500.00 for each additional Low-Risk background investigation the BEP must conduct. This subparagraph does not apply to Javits-Wagner-O'Day (JWOD) contractors or non-profit entities.

(k) If during the performance of the contract, a Contractor or subcontractor employee is replaced, the Contractor shall coordinate with the BEP to initiate the agency access clearance investigation. If the BEP denies an agency access clearance to a Contractor or subcontractor employee proposed as a replacement, the contract price shall be reduced as described in section

(j) above.

H.7 ORGANIZATIONAL CONFLICTS OF INTEREST

(a) The Contractor warrants that, to the best of the Contractor’s knowledge and belief, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest

(OCI), as defined in FAR 9.5, Organizational and Consultants Conflicts of Interest, or that the

Contractor has disclosed all such relevant information.

(b) The Contractor agrees that if an actual or potential OCI is discovered after award, the

Contractor shall make a full disclosure in writing to the Contracting Officer. This disclosure must include a description of actions, which the Contractor has taken or proposes to take, after consultation with the Contracting Officer, to avoid, mitigate, or neutralize the actual or potential conflict.

(c) The Contracting Officer may terminate this contract for convenience, in whole or in part, if it deems such termination necessary to avoid an OCI. If the Contractor was aware of a potential

OCI prior to award or discovered an actual or potential conflict after award and did not disclose or misrepresented relevant information to the Contacting Officer, the Government may terminate the contract for default, debar the Contractor from Government contracting, or pursue such other remedies as may be permitted by law or this contract.

(d) The Contractor must include this clause in all subcontracts and in lower tier subcontracts unless a waiver is requested from, and granted by, the Contracting Officer.

(e) In the event that a requirement changes in such a way as to create a potential conflict of interest for the Contractor, the Contractor must:

(1) Notify the Contracting Officer of a potential conflict, and;

(2) Recommend to the Government an alternate approach which would avoid the potential conflict, or

(3) Present for approval a conflict of interest mitigation plan that will:

(i) Describe in detail the changed requirement that creates the potential conflict of interest;

and

(ii) Outline in detail the actions to be taken by the Contractor or the Government in the performance of the task to mitigate the conflict, division of subcontractor effort, and limited access to information, or other acceptable means.

(4) The Contractor must not commence work on a changed requirement related to a potential conflict of interest until specifically notified by the Contracting Officer to proceed.

(5) If the Contracting Officer determines that it is in the best interest of the Government to proceed with work, notwithstanding a conflict of interest, a request for waiver must be submitted in accordance with FAR 9.503.

H.8 DISCLOSURE OF CONFLICTS OF INTEREST

It is the BEP policy to award contracts to only those Offerors whose objectivity is not impaired because of any related past, present, or planned interest, financial or otherwise, in organizations regulated by the BEP or in organizations whose interests may be substantially affected by

Departmental activities. Based on this policy, if at any time during the performance of this contract the Contractor knows of any Conflict of Interest situation affecting the organization, any of its officers or Key Persons working under this contract, has reason to believe that a conflict of interest situation might arise, or is made aware of an actual or potential conflict of interest situation:

(a) The Contractor shall immediately provide to the Contracting Officer a written statement which describes in a concise manner all past, present or planned organizational, financial, contractual or other interest(s) with that organization regulated by the BEP, or with that organization or individual whose interests may be substantially affected by Departmental activities, and which is related to the work under this contract. The interest(s) described shall include those of the Contractor, its affiliates, consultants, subcontractors and key personnel of any of the above. Past interest shall be limited to within one (1) year of the date of the Offeror's technical proposal. Key personnel shall include any person owning more than 20% interest in the organization, and the organization's corporate officers, its senior managers and any employee who is responsible for making a decision or taking an action on this contract where the decision or action can have an economic or other impact on the interests of a regulated or affected organization.

(b) The Contractor shall describe in detail when it became aware of the actual or potential conflict of interest, what action the organization has taken or proposes to take to mitigate and/or rectify the situation, and why it believes, in light of the interest(s) identified in (a) above, that performance of the contract can still be accomplished in an impartial and objective manner.

(c) In the absence of any relevant interest identified in (a) above, the Contractor shall certify in its statement that to its best knowledge and belief no affiliation exists relevant to possible conflicts of interest. The Contractor must obtain the same information from any potential subcontractors prior to award of a subcontract.

(d) The Contracting Officer will review the statement submitted and may require additional relevant information from the Contractor. All such information, and any other relevant information known to the BEP, will be used to determine whether a conflict of interest exists or a situation exists that may create a conflict of interest. If any such conflict of interest is found to exist, the Contracting Officer may (1) terminate the contract, or (2) determine that it is otherwise in the best interest of the United States to continue the contract with the Contractor and (3) modify the contract to include appropriate provisions to mitigate or avoid such conflicts in the contract.

(e) If the Contractor refuses to provide the written statement called for in paragraph (a), or any additional information that the Contracting Officer may require, the Contracting Officer may terminate the Contract for convenience if he or she deems that termination is in the best interest of the Government.

H.9 CONTROL AND DISPOSAL OF HAZARDOUS CHEMICALS

The Contractor shall comply with the Occupational Safety and Health Administration (OSHA) regulations 29 CFR Parts 1910 and 1926. Attention is directed to the control of hazardous material, Section 1910.1200 of the OSHA regulations and the Environmental Protection Agency regulations concerning the disposal of hazardous waste [Solid Waste Disposal Act, as amended by the Resources Conservation Act of 1976, as amended (42 U.S.C. 6901 et seq.)].

H.10 INDEMNIFICATION

(a) Responsibility for Government Property: The Contractor assumes full responsibility for and shall indemnify the Government against any and all losses or damage of whatsoever kind and nature to any and all Government property, including any equipment, supplies, accessories, or parts furnished, while in his custody and care for storage, repairs, or service to be performed under the terms of this contract, resulting in whole or in part from the negligent acts or omissions of the Contractor, any subcontractor, or any employee, agent or representative of the Contractor or subcontractor.

If due to the fault, negligent acts (whether of commission or omission) and/or dishonesty of the

Contractor or its employees, any Government-owned or controlled property is lost or damaged as a result of the Contractor's performance of this contract, the Contractor shall be responsible to the Government for such loss or damage, and the Government, at its option, may in lieu of payment thereof, require the Contractor to replace at his own expense, all property lost or damaged.

(b) Hold Harmless and Indemnification Agreement: The Contractor shall save and hold harmless and indemnify the Government against any and all liability claims, and cost of whatsoever kind and nature for injury to or death of any person or persons and for loss or damage to any

Contractor property or property owned by a third party occurring in connection with or in any way incident to or arising out of the occupancy, use, service, operation, or performance of work under the terms of this contract, resulting in whole or in part from the acts or omissions of the

Contractor, any subcontractor, or any employee, agent, or representative of the Contractor or subcontractor.

(c) Government's Right of Recovery: Nothing in the above paragraphs shall be considered to preclude the Government from receiving the benefits of any insurance the Contractor may carry which provides for the indemnification of any loss or destruction of, or damages to property in the custody and care of the Contractor where such loss, destruction or damage is to Government property. The Contractor shall do nothing to prejudice the Government's right to recover against third parties for any loss, destruction of, or damage to Government property, and upon the request of the Contracting Officer shall, at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including assistance in the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery.

(d) Government Liability: The Government shall not be liable for any injury to the Contractor's personnel or damage to the Contractor's property unless such injury or damage is due to negligence on the part of the Government and is recoverable under the Federal Torts Claims Act, or pursuant to other Federal statutory authority.

H.11 POST AWARD MEETING

At its discretion, the BEP may schedule and conduct a post-award meeting with the Contractor after contract award. The objectives of this meeting would be to; introduce key participants and explain their roles, review Deliverables, review the performance work statement and tasks to ensure a common understanding of the requirements and objectives, as well as other matters of importance and relevance. The day(s) and time(s) of any such meeting will be determined after contract award.

H.12 KEY PERSONNEL

(a) Contractor personnel authorized and approved to perform services under this contract are considered to be Key personnel and the Contractor shall provide immediate notification prior to the removal or replacement of any employees working on this project.

(b) Should the Contractor need to remove or replace any individual from the contract (e.g., promotion, attrition, firing, long-term illness, death, etc.) they shall notify the COR and CO in writing immediately upon realizing that a change is imminent. The Contractor shall include in the written notification an explanation as to why the removal or replacement is necessary, including the name of the individual(s) being removed or replaced, the expected date the change is to occur, a plan for maintaining current support and/or a plan for transitioning support as well as any other important information.

(c) The resume(s) of the proposed replacement(s) and/or substitute(s) shall be submitted for the

BEP to review and assess. The proposed replacement's qualifications and experience shall be at least equal to those of the individual(s) being replaced.

(1) The CO will notify the Contractor upon completion of the BEP’s review. The Contractor can then proceed with submitting the individuals’ information in accordance with the Security requirements and process described in Section H.6 above of this contract

(2) The Government may accept individuals with lesser qualifications and experience, but will request the Contractor to adjust its pricing.

SECTION I - CONTRACT CLAUSES

52.202-1 DEFINITIONS NOV 2013

52.203-3 GRATUITIES APR 1984

52.203-5 COVENANT AGAINST CONTINGENT FEES MAY 2014

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SEP 2006

SALES TO THE GOVERNMENT

52.203-7 ANTI-KICKBACK PROCEDURES MAY 2014

52.203-8 CANCELLATION, RESCISSION, AND MAY 2014

RECOVERY OF FUNDS FOR ILLEGAL

OR IMPROPER ACTIVITY

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL MAY 2014

OR IMPROPER ACTIVITY

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE OCT 2010

CERTAIN FEDERAL TRANSACTIONS

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER APR 2014

RIGHTS AND REQUIREMENT TO INFORM

EMPLOYEES OF WHISTLEBLOWER RIGHTS

RECYCLED PAPER

52.204-9 PERSONAL IDENTITY VERIFICATION OF JAN 2011

CONTRACTOR PERSONNEL

52.204-10 REPORTING EXECUTIVE COMPENSATION OCT 2015

AND FIRST-TIER SUBCONTRACT AWARDS

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST OCT 2015

WHEN SUBCONTRACTING WITH

CONTRACTORS DEBARRED, SUSPENDED,

OR PROPOSED FOR DEBARMENT

52.209-7 INFORMATION REGARDING RESPONSIBILITY JUL 2013

MATTERS

52.209-9 UPDATES OF PUBLICLY AVAILABLE JUL 2013

INFORMATION REGARDING RESPONSIBILITY

MATTERS

52.211-5 MATERIAL REQUIREMENTS AUG 2000

52.215-2 AUDIT AND RECORDS NEGOTIATION OCT 2010

52.215-8 ORDER OF PRECEDENCE – OCT 1997

UNIFORM CONTRACT FORMAT

52.215-10 PRICE REDUCTION FOR DEFECTIVE AUG 2011

CERTIFIED COST OR PRICING DATA

52.215-12 SUBCONTRACTOR CERTIFIED COST OCT 2010

OR PRICING DATA

52.215-14 INTEGRITY OF UNIT PRICES -- ALTERNATE I OCT 2010

52.215-19 NOTIFICATION OF OWNERSHIP CHANGES OCT 1997

52.215-20 REQUIREMENTS FOR CERTIFIED COST OR OCT 2010

PRICING DATA AND DATA OTHER THAN

52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES OCT 2009

52.216-7 ALLOWABLE COST AND PAYMENT JUN 2013

52.216-8 FIXED FEE JUN 2011

52.217-5 EVALUATION OF OPTIONS JUL 1990

52.217-8 OPTION TO EXTEND SERVICES NOV 1999

52.219-1 SMALL BUSINESS PROGRAM OCT 2014

REPRESENTATIVE

52.219-8 UTILIZATION OF SMALL BUSINESS OCT 2014

CONCERNS

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN OCT 2015

52.219-16 LIQUIDATED DAMAGES JAN 1999

– SUBCONTRACTING PLAN

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM JUL 2013

REREPRESENTATION

52.222-2 PAYMENT FOR OVERTIME PREMIUMS JUL 1990

52.222-3 CONVICT LABOR JUN 2003

52.222-19 CHILD LABOR--COOPERATION WITH JAN 2016

AUTHORITIES AND REMEDIES

52.222-21 PROHIBITION OF SEGREGATED FACILITIES APR 2015

52.222-26 EQUAL OPPORTUNITY APR 2015

52.222-35 EQUAL OPPORTUNITY FOR VETERANS OCT 2015

52.222-36 AFFIRMATIVE ACTION FOR WORKERS JUL 2014

WITH DISABILITIES

52.222-37 EMPLOYMENT REPORTS ON VETERANS JUL 2014

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER DEC 2010

THE NATIONAL LABOR RELATIONS ACT

52.222-41 SERVICE CONTRACT ACT OF 1965 MAY 2014

52.222-50 COMBATING TRAFFICKING IN PERSONS MAR 2015

52.223-2 AFFIRMATIVE PROCUREMENT OF BIOBASED SEP 2013

PRODUCTS UNDER SERVICE AND

CONSTRUCTION CONTRACTS

52.223-6 DRUG-FREE WORKPLACE MAY 2001

52.223-18 ENCOURAGING CONTRACTOR POLICIES AUG 2011

TO BAN TEXT MESSAGING WHILE DRIVING

52.224-1 PRIVACY ACT NOTIFICATION APR 1984

52.224-2 PRIVACY ACT APR 1984

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN JUN 2008

PURCHASES

52.227-1 ALT I AUTHORIZATION AND CONSENT DEC 2007

52.227-2 NOTICE AND ASSISTANCE REGARDING DEC 2007

PATENT AND COPYRIGHT INFRINGEMENT

52.227-11 PATENT RIGHTS--OWNERSHIP BY MAY 2014

THE CONTRACTOR

52.227-14 RIGHTS IN DATA--GENERAL MAY 2014

52.228-7 INSURANCE--LIABILITY TO THIRD PERSONS MAR 1996

52.232-9 LIMITATION ON WITHHOLDING PAYMENTS APR 1984

52.232-17 INTEREST MAY 2014

52.232-18 AVAILABILITY OF FUNDS APR 1984

52.232-23 ASSIGNMENT OF CLAIMS MAY 2014

52.232-25 PROMPT PAYMENT JUL 2013

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER JUL 2013

SYSTEM FOR AWARD MANAGEMENT

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED JUN 2013

OBLIGATIONS

52.233-1 DISPUTES MAY 2014

52.233-3 ALT I PROTEST AFTER AWARD AUG 1996

52.233-4 APPLICABLE LAW FOR BREACH OF OCT 2004

CONTRACT CLAIM

52.242-1 NOTICE OF INTENT TO DISALLOW COSTS APR 1984

52.242-3 PENALTIES FOR UNALLOWABLE COSTS MAY 2014

52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS JAN 1997

52.242-13 BANKRUPTCY JUL 1995

52.243-2 CHANGES—COST-REIMBURSEMENT AUG 1987

52.244-5 COMPETITION IN SUBCONTRACTING DEC 1996

52.245-1 GOVERNMENT PROPERTY APR 2012

52.245-9 USE AND CHARGES APR 2012

52.246-24 LIMITATION OF LIABILITY— FEB 1997

HIGH-VALUE ITEMS

52.247-68 REPORT OF SHIPMENT (REPSHIP) FEB 2006

52.249-6 TERMINATION (COST-REIMBURSEMENT) MAY 2004

52.249-14 EXCUSABLE DELAYS APR 1984

52.253-1 COMPUTER GENERATED FORMS JAN 1991

52.252-2 CLAUSES INCORPORATED BY REFERENCE FEB 1998

available. Also, the full text of a clause may be accessed electronically at this/these address(es):

I.2 FAR 52.204-2 SECURITY REQUIREMENTS (AUG. 1996)

(a) This clause applies to the extent that this contract involves access to information classified

“Confidential,” “Secret,” or “Top Secret.”

(b) The Contractor shall comply with --

(1) The Security Agreement (DD Form 441), including the National Industrial Security

Program Operating Manual (DoD…