CUI-SP-Procure_Final RFP_Coaching Managers at all Levels.pdf

Coaching Managers at all Levels Solicitation Number: 9100312FQ0007

Original Set Aside: Total Small Business Set-Aside (FAR 19.5)

NAICS Code: 611430 - Professional and Management Development Training

Place of Performance: USA

Description

This is a combined synopsis/solicitation for commercial services prepared in accordance with the format in Federal Acquisition Regulation (FAR) 12.6 as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested, and a written solicitation will not be issued. This solicitation is a request for proposals (RFP). The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2024-05. The associated North American Industrial Classification System (NAICS) code for this procurement is 611430, with a small business size standard of $13M. The Government will award a firm-fixed price.

(FFP) contract resulting from this combined synopsis/solicitation to the responsible offeror whose offer, conforming to the synopsis/solicitation, will be most advantageous to the Government (as determined by the solicitation evaluation criteria). The Department of Education, Office of Federal Student Aid is seeking to acquire a management development course that supports and enhances FSA manager’s communication and performance. All interested companies must provide proposal(s), for the following:

Background Developing FSA supervisors and managers is an essential component to the overall health and performance of the agency. Supervisors and managers play a key role in developing our workforce, leading mission critical initiatives, and contributing to the global development and implementation of FSA’s strategic plan. Managers are also required to complete a set number of developmental hours annually per the Department of Education’s training policy, so it is key to provide managers and supervisors with a variety of learning opportunities and resources to meet the requirement.

Statement of Need FSA is seeking services for a vendor to provide an instructor-led performance management course that supports managers in coaching and developing employees at all performance levels (high performers, under performers, and mid-level performers). The course needs to focus on coaching strategies/tools for development and motivating, communication, and holding accountable individual contributors at various performance levels (see Task 2 for specific course component). The course should be no more than 16 training hours (E.g., Four four-hour half-days, two 6–8-hour days, or etc.) and delivered two times per performance year.

Overall Goal: Provide a management development course that supports and enhances manager communication and performance in alignment with FSA’s strategic goals.

Some Key Objectives:

o Understand the benefits of coaching/developing individual contributors at all levels.

o Understand the risk to individual contributors, team, and the agency of not developing staff at all performance levels and holding them accountable.

o Understand the Three-skill Approach to Leadership (Technical/Relational (Human)/Conceptual skills) Model by Dr Robert Katz to better understand how a manager’s time is distributed and should be used for employee development.

o Apply strategies and tools to conduct developmental conversations with employees at all levels.

o Apply strategies to prepare for and follow-up after a developmental conversation (Like to see managers plan for an actual employee conversation with a performer at all levels).

o Understand the importance of setting clear expectations and holding employees accountable.

o Understand the importance of holding yourself and your manager accountable.

o Apply strategies for holding employees accountable through setting clear expectations.

o Understand the value of setting a psychologically safe environment to build trust.

o Understand the term productive conflict and the benefits of conflict.

o Apply strategies to navigate through conflict to bring positive resolution.

o Set an action plan with at least three goals for continuing to develop their communication and coaching skills.

o Conduct a capstone role-play coaching conversation.

The specific tasks for this proposal are stated below.

Task 1: Facilitation The contractor will provide a facilitator with at least 10 years of subject matter expertise in employee relations, performance management, communications, and coaching managers in the government sector preferably. (See the Key Personnel section for additional instructor qualifications.) FSA will deliver this course two times during the performance year. Please provide instructor resumes as an attachment.

The facilitator will conduct the training virtually and/or in person at FSA’s DC headquarters (See Place of Performance for the specific training location.) As a result, the facilitator must have experience in delivering training in a traditional classroom or through virtual learning or meeting platforms.

Task 2: Development The contractor will provide their material to deliver the course. The course material should align to FSA’s goal and objectives and include various learning components to enhance and support the objectives of the course and allow participants to demonstrate application of learning and receive feedback from the facilitator (e.g., a combination of but not limited to scenario-based learning, group discussions, exercises, assignments, case studies and other hands-on activities). Note: In-class assignments are preferable; however, pre-work assignments are also acceptable.

The contractor will work with FSA to incorporate FSA-specific materials (examples, samples, style guides, etc.) into the course content prior to course delivery. In addition, relevant tools and job aids should be included in the training for participants to use post-course. The contractor should indicate in the proposal the cost to tailor the course, provide consultation services (as needed), and any additional fees (e.g., shipping of materials. The contractor will also provide electronic and/or printed facilitator and participant course guidebooks. All course materials should include the FSA logo.

The vendor should provide an instructional design worksheet to show the objectives and outline for the courses and alignment to FSA strategic goals. The outline should include the course objectives and a description of the course modules, learning activities, and evaluations administered in the course. The outline should also identify where FSA training objectives align in the vendor’s course material.

Task 3: Assessment and Evaluation FSA will use and administer our standard Level 1 (Reaction) post-course evaluation. The contractor will include an end-of-course capstone activity for participants to apply and demonstrate their learning (Level 2 (Knowledge). The contractor will support FSA in developing the framework for Level 3 (Behavior) assessment, as needed.

Task 4: Pre and Post Meetings

Kick-off Meeting: The contractor will participate in a virtual (or in-person if circumstances allow) kick-off meeting (up to one hour in length) with FSA staff to discuss course objectives, roles and responsibilities, timelines, logistics, and schedule any follow-up meetings. The kick-off meeting should occur within five

(5) business days after contract award. Prior to the meeting, the contractor will provide via email any additional information or course material relevant to review during the kick-off meeting.

Close-out Meeting: The contractor will also participate in a virtually or in-person (up to one hour in length) close-out meeting to debrief the training conducted in the performance period within 10 business days after the final course delivery.

The contractor will provide in writing but not be limited to, an overview of the training session conducted, and lessons learned or recommendations for future course offerings. The write-up will be discussed at the close-out meeting. The write-up shall be emailed to FSA at least two (2) business days prior to the close-out meeting.

Project Meetings: The contractor will participate in up to three (3) virtual meetings, as needed, to discuss the course content, training dates, and preparations for course delivery.

Estimated Schedule of Deliverables/Due Dates The schedule of events and identified deliverables for each activity are identified below:

Deliverables Due Date in Business Days

Responsible Party

Acceptance Criteria

1 The contractor shall participate in a virtual (or in-person) kick-off meeting to discuss the training requirements and deliverables.

Within 5 business days after award

Contractor Briefing presentation not to exceed seven slides that includes, but not limited to, overview of vendor’s key personnel and POCs for the contract, course overview and objectives, and how the course objectives and activities are aligned to FSA’s objectives

2 The contractor will provide an Instructional Design worksheet to identify the objectives, course objective alignment to FSA strategic goals, description of the course modules, learning activities, and evaluations administered in the course

Three business days after initial kick-off meeting

Contractor ID worksheet with identified criteria

3 The contractor shall provide any draft materials (e.g., job aids, learning guides, pre/post assessments) developed to support courses under the Setting Employees Up for Success Learning Series in Word or PDF electronic format.

At least 30 business days before course delivery

Contractor Draft materials provided 30 business days before course delivery following the below “Other Requirements” and “508 Compliance” sections

4 The contractor shall provide any final materials (e.g., job aids, learning guides, pre/post assessments) developed to support courses under the Setting Employees Up for Success Learning Series in Word or PDF electronic format.

At least 5 business days before course delivery

Contractor Changes made to materials as communicated by FSA in writing or verbally

4 The contractor shall participate in up to three (3) virtual meetings, as needed, to discuss the course content, training dates, and preparations for course delivery in the performance year.

To be scheduled at kick-off meeting between FSA and contractor

Contractor and FSA

Meeting notes that highlight project action items and their progress and key dates and consensus decisions

5 The contractor shall facilitate the course twice in the performance year.

Scheduled day of training

Contractor Course delivered twice with at least an 80% satisfaction rating for each session and participants participating in capstone coaching conversation

6 The contractor shall support FSA in the development of Level 2 and/or Level 3 evaluation indicators and/or assessments.

Within 2 business days after course delivery

Contractor Level 2 capstone activity developed, and Level 3 framework developed

7 The contractor shall provide a write-up with lessons learned and recommendations for enhancement to course.

Within 10 business days after course delivery

Contractor Write-up should include title page, should not exceed five pages in length, follow Plain Language standards, and follow the below 508 Compliance section

8 The contractor shall participate in a virtual close-out meeting to debrief the trainings conducted in the performance period.

Within 10 business days after the final course delivery

Contractor End of performance period write-up as outlined in deliverable seven and Task 3, “Close- Out Meeting”

It is important to note that FSA uses a collaborative style and approach both within its own organization and when interfacing with its stakeholders, customers, and service providers. All products and services developed and delivered under this agreement will be expected to be developed and delivered collaboratively, integrated within the FSA culture, and aligned with current performance and human capital plans. All deliverables shall be provided in draft and final versions as applicable.

All deliverables and materials developed under this agreement will be owned by the U.S. Department of Education and may be distributed to other federal agencies without restrictions. In addition, the Department, at its discretion, may place all products on an external web site maintained by another government agency or by a contractor where Department employees access the training products through user identification and password rights. Written/video products may be shared with other federal agencies without restrictions, including any materials prepared in alternative formats to meet Section 508 requirements.

Other Requirements All training content, activities, and other deliverables such as reports and feedback exchanges shall use Plain Language; and be concise, accurate (error-free), complete, and relevant. Any changes to the course content shall be reviewed by FSA at least 30 business days prior to the start of the training. FSA will review and provide feedback to the material. All final workshop materials (guides, job aides, etc.)

shall be delivered to FSA at least five (5) business days prior to the planned start date of the training.

All training materials provided under this agreement shall be compatible with the Microsoft Office 360 application suite. All documents shall be delivered electronic and/or hardcopy format.

Training materials can be printed in black and white, but color printing is preferred for content or visuals that would be better enhanced in color print (e.g., key flow charts, diagrams, or pictures).

FSA will be responsible for providing workshop participants, classroom space, audio-visual equipment, flip chart paper and markers, and reviewing workshop materials and other deliverables. If the training is conducted virtually, FSA and the contractor will determine how and who will host the training sessions through their virtual learning or meeting platforms. The contractor will need to have access to a virtual learning or meeting platform.

Key Personnel:

The following individuals are considered key personnel by the government. The qualifications for all Key Personnel are listed below:

(1) Senior Instructor/Facilitator

a. More than 10 years of experience in executive coaching of senior level and first line managers preferably in the federal government.

b. More than 10 years of experience facilitating training related communication, conflict resolution/management, performance management, and other management topics for management preferably in the federal government.

c. Knowledge of Human Resources related subjects such as management science, performance management, employee relations and labor relations.

d. Knowledge of adult learning methodology and best practices.

e. Experience developing and facilitating Kirkpatrick’s levels of evaluation and using the data to guide instruction.

f. Minimum of 10 years of experience in developing in-person, virtual, or hybrid trainings.

g. Experience facilitating instruction through in-person classroom, virtual platforms (Microsoft

Teams, WebEx, VTC, etc.), and hybrid learning environments.

h. Strong oral and written communication skills.

(2) Senior Instructional Designer (SID)

a. A minimum of 10 years of experience in developing scenario and/or role play based leadership development or supervisory training or programs.

b. Experience using adult learning methodologies and best practices.

c. Experience in developing instruction for in-person classroom, virtual platforms (Microsoft

Teams, WebEx, VTC, etc.), and hybrid learning environments.

d. Experience developing Kirkpatrick’s levels of evaluation and using the data to guide instruction.

e. Experience in using and applying industry standard graphic design software and principles necessary to develop effective instructional/learning materials.

Period of Performance

• Base Year: September 16, 2024 - September 15, 2025

• Option Year 1: September 16, 2025 – September 31, 2026

• Option Year 2: September 16, 2026 - September 31, 2027

Place of Performance The work will be performed virtually and/or in person at FSA’s DC headquarters. The client’s headquarters facility is located at: U.S. Department of Education, Federal Student Aid, 830 First Street, N.E., Washington DC.

Target Audience FSA executive leaders (C-suite), managers, supervisors, team leads, and/or other management officials.

Class Size Up to 25 participants

Operating Constraints The contractor may be required to attend meetings virtually or at the government facility to discuss course material and review training requirements.

Vendor Requirements The contractor(s) shall be United States citizens.

508 Compliance Training materials, especially web-based content may be subject to 508 testing. All training materials must be 508 compliant per the Department of Education standards.

Non-Disclosure Statement All selected contractor personnel assigned to work on this project shall be required to sign a Non- Disclosure Agreement regarding key aspects of the project and project content.

Clauses Incorporated by Reference (FAR 52.252-2) (FEB 1998)

This contract incorporates the following provisions and clauses by reference with the same force and effect as if they were given in full text. Upon request, the CO will make their full text available. Also, the full text can be accessed electronically at the following internet address:

https://www.acquisitions.gov

FAR Provisions by Reference:

52.212-1 Instructions to Offerors -Commercial Products and Commercial Services (Sept 2023) 52.212-2 Evaluations-Commercial Products and Commercial Services (Nov 2021)

FAR Clauses by Reference:

52.246-2 Inspection of Supplies (Aug 1996) 52.246-4 Inspection of Services - Fixed Price (AUG 1996)

FAR Clause No. Title Clause Incorporated by Full Text This section contains additional clauses incorporated by full text. Additional clauses include Federal Acquisition Regulation clauses begin with the acronym “FAR”, Federal Student Aid Local clauses began with the acronym “FSA”, and Department of Education Acquisition Regulation clauses begin with the acronym “EDAR”.

FEDERAL ACQUISITION REGULATION CLAUSES (FSA)

FAR 52.212-3 Offeror Representations and Certifications—Commercial Products and Commercial Services (May 2024)

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically in the System for Award Management (SAM) accessed through https://www.sam.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (v) of this provision.

https://www.acquisitions.gov/ https://www.sam.gov/

FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders— Commercial Products and Commercial Services (May 2024)

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

The following subparagraphs of FAR 52.212-5 are applicable:

52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021)

52.203-17, Contractor Employee Whistleblower Rights (NOV 2023)

52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020)

52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021

52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021)

52.219-6, Notice of Total Small Business Set-Aside (NOV 2020)

52.219-8, Utilization of Small Business Concerns (FEB 2024)

52.219-28, Post Award Small Business Program Representation (FEB 2024)

52.222-3, Convict Labor (JUN 2003)

52.222-21, Prohibition of Segregated Facilities (APR 2015)

52.222-26, Equal Opportunity (SEP 2016)

52.222-35, EQUAL OPPORTUNITY FOR VETERANS (JUN 2020)

52.222-36, EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUN 2020)

52.222-37, EMPLOYMENT REPORTS ON VETERANS (JUN 2020)

52.222-40, NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010)

52.222-41, Service Contract Labor Standards (AUG 2018)

52.222-50, Combating Trafficking in Persons (NOV 2021)

52.222-54, Employment Eligibility Verification (MAY 2022)

52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (JAN 2022).

52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022)

52.224-3 Privacy Training (JAN 2017)

52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) https://www.acquisition.gov/far/52.203-13#FAR_52_203_13 https://www.acquisition.gov/far/52.203-17#FAR_52_203_17 https://www.acquisition.gov/far/52.204-10#FAR_52_204_10 https://www.acquisition.gov/far/52.204-25#FAR_52_204_25 https://www.acquisition.gov/far/52.209-6#FAR_52_209_6 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 https://www.acquisition.gov/far/52.219-8#FAR_52_219_8 https://www.acquisition.gov/far/52.219-28#FAR_52_219_28 https://www.acquisition.gov/far/52.222-3#FAR_52_222_3 https://www.acquisition.gov/far/52.222-21#FAR_52_222_21 https://www.acquisition.gov/far/52.222-26#FAR_52_222_26 https://www.acquisition.gov/far/52.222-35#FAR_52_222_35 https://www.acquisition.gov/far/52.222-36#FAR_52_222_36 https://www.acquisition.gov/far/52.222-37#FAR_52_222_37 https://www.acquisition.gov/far/52.222-40#FAR_52_222_40 https://www.acquisition.gov/far/52.222-41#FAR_52_222_41 https://www.acquisition.gov/far/52.222-50#FAR_52_222_50 https://www.acquisition.gov/far/52.222-54#FAR_52_222_54 https://www.acquisition.gov/far/52.222-55#FAR_52_222_55 https://www.acquisition.gov/far/52.222-62#FAR_52_222_62 https://www.acquisition.gov/far/52.224-3#FAR_52_224_3 https://www.acquisition.gov/far/52.225-13#FAR_52_225_13

52.226-8, Encouraging Contractor Policies to Ban Text Messaging While Driving (MAY 2024)

52.232-33, Payment by Electronic Funds Transfer-System for Award Management (OCT 2018)

Additional applicable FAR clauses:

FAR 52.217-8 Option to Extend Services (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 14 business days.

(End of clause)

FAR 52.217-9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 7 business days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 14 business days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 3 year and 6 months.

(End of clause)

FAR 52.227-14 Rights in Data-General (May 2014)

(a) Definitions. As used in this clause- Computer database or "database means" a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software.

Computer software-

(1) Means

(i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and https://www.acquisition.gov/far/52.226-8#FAR_52_226_8 https://www.acquisition.gov/far/52.232-33#FAR_52_232_33

(ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled.

(2) Does not include computer databases or computer software documentation.

Computer software documentation means owner’s manuals, user’s manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software.

Data means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

Form, fit, and function data means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating and attachment characteristics, functional characteristics, and performance requirements.

For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software.

Limited rights mean’s the rights of the Government in limited rights data as set forth in the Limited Rights Notice of paragraph (g)(3) if included in this clause.

Limited rights data means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications.

Restricted computer software means computer software developed at private expense and that is a trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer software, including minor modifications of the computer software.

Restricted rights, as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software.

Technical data means recorded information (regardless of the form or method of the recording) of a scientific or technical nature (including computer databases and computer software documentation).

This term does not include computer software or financial, administrative, cost or pricing, or management data or other information incidental to contract administration. The term includes recorded information of a scientific or technical nature that is included in computer databases (See 41 U.S.C. 116).

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

Unlimited rights mean’s the rights of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

(b) Allocation of rights.

(1) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in-

(i) Data first produced in the performance of this contract;

(ii) Form, fit, and function data delivered under this contract;

(iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and

(iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause.

(2) The Contractor shall have the right to-

(i) Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(1) of this clause;

(ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause;

(iii) Substantiate the use of, add, or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and

(iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause.

(c) Copyright-

(1) Data first produced in the performance of this contract.

(i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may, without prior approval of the Contracting Officer, assert copyright in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical, or professional journals, symposia proceedings, or similar works. The prior, express written permission of the Contracting Officer is required to assert copyright in all other data first produced in the performance of this contract.

(ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402, and an acknowledgment of Government sponsorship (including contract number).

(iii) For data other than computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly by or on behalf of the Government. For computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly (but not to distribute copies to the public) by or on behalf of the Government.

(2) Data not first produced in the performance of this contract. The Contractor shall not, without the prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract unless the Contractor-

(i) Identifies the data; and

(ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in paragraph (c)(1) of this clause or, if such data are restricted computer software, the Government shall acquire a copyright license as set forth in paragraph (g)(4) of this clause (if included in this contract) or as otherwise provided in a collateral agreement incorporated in or made part of this contract.

(3) Removal of copyright notices. The Government will not remove any authorized copyright notices placed on data pursuant to this paragraph (c) and will include such notices on all reproductions of the data.

(d) Release, publication, and use of data. The Contractor shall have the right to use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, except-

(1) As prohibited by Federal law or regulation (e.g., export control or national security laws or regulations).

(2) As expressly set forth in this contract; or

(3) If the Contractor receives or is given access to data necessary for the performance of this contract that contain restrictive markings, the Contractor shall treat the data in accordance with such markings unless specifically authorized otherwise in writing by the Contracting Officer.

(e) Unauthorized marking of data.

(1) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if any data delivered under this contract are marked with the notices specified in paragraph (g)(3) or (g)

(4) if included in this clause, and use of the notices is not authorized by this clause, or if the data bears any other restrictive or limiting markings not authorized by this contract, the Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore the markings. However, pursuant to 41 U.S.C. 4703, the following procedures shall apply prior to canceling or ignoring the markings.

(i) The Contracting Officer will make written inquiry to the Contractor affording the Contractor 60 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings.

(ii) If the Contractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 60-day period (or a longer time approved in writing by the Contracting Officer for good cause shown), the Government shall have the right to cancel or ignore the markings at any time after said period and the data will no longer be made subject to any disclosure prohibitions.

(iii) If the Contractor provides written justification to substantiate the propriety of the markings within the period set in paragraph (e)(1)(i) of this clause, the Contracting Officer will consider such written justification and determine whether or not the markings are to be cancelled or ignored. If the Contracting Officer determines that the markings are authorized, the Contractor will be so notified in writing. If the Contracting Officer determines, with concurrence of the head of the contracting activity, that the markings are not authorized, the Contracting Officer will furnish the Contractor a written determination, which determination will become the final agency decision regarding the appropriateness of the markings unless the Contractor files suit in a court of competent jurisdiction within 90 days of receipt of the Contracting Officer’s decision. The Government will continue to abide by the markings under this paragraph (e)(1)(iii) until final resolution of the matter either by the Contracting Officer’s determination becoming final (in which instance the Government will thereafter have the right to cancel or ignore the markings at any time and the data will no longer be made subject to any disclosure prohibitions), or by final disposition of the matter by court decision if suit is filed.

(2) The time limits in the procedures set forth in paragraph (e)(1) of this clause may be modified in accordance with agency regulations implementing the Freedom of Information Act ( 5 U.S.C. 552) if necessary to respond to a request thereunder.

(3) Except to the extent the Government’s action occurs as the result of final disposition of the matter by a court of competent jurisdiction, the Contractor is not precluded by paragraph (e) of the clause from bringing a claim, in accordance with the Disputes clause of this contract, that may arise as the result of the Government removing or ignoring authorized markings on data delivered under this contract.

(f) Omitted or incorrect markings.

(1) Data delivered to the Government without any restrictive markings shall be deemed to have been furnished with unlimited rights. The Government is not liable for the disclosure, use, or reproduction of such data.

(2) If the unmarked data has not been disclosed without restriction outside the Government, the Contractor may request, within 6 months (or a longer time approved by the Contracting Officer in writing for good cause shown) after delivery of the data, permission to have authorized notices placed on the data at the Contractor’s expense. The Contracting Officer may agree to do so if the Contractor-

(i) Identifies the data to which the omitted notice is to be applied.

(ii) Demonstrates that the omission of the notice was inadvertent.

(iii) Establishes that the proposed notice is authorized; and

(iv) Acknowledges that the Government has no liability for the disclosure, use, or reproduction of any data made prior to the addition of the notice or resulting from the omission of the notice.

(3) If data has been marked with an incorrect notice, the Contracting Officer may-

(i) Permit correction of the notice at the Contractor’s expense if the Contractor identifies the data and demonstrates that the correct notice is authorized; or

(ii) Correct any incorrect notices.

(g) Protection of limited rights data and restricted computer software.

(1) The Contractor may withhold from delivery qualifying limited rights data or restricted computer software that are not data identified in paragraphs (b)(1)(i), (ii), and (iii) of this clause. As a condition to this withholding, the Contractor shall-

(i) Identify the data being withheld; and

(ii) Furnish form, fit, and function data instead.

(2) Limited rights data that are formatted as a computer database for delivery to the Government shall be treated as limited rights data and not restricted computer software.

(3) [Reserved]

(h) Subcontracting. The Contractor shall obtain from its subcontractors all data and rights therein necessary to fulfill the Contractor’s obligations to the Government under this contract. If a subcontractor refuses to accept terms affording the Government those rights, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer.

(i) Relationship to patents or other rights. Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government.

(End of clause)

FAR 52.227-18 Rights in Data-Existing Works (Dec 2007)

(a) Except as otherwise provided in this contract, the Contractor grants to the Government, and others acting on its behalf, a paid-up nonexclusive, irrevocable, worldwide license to reproduce, prepare derivative works, and perform publicly and display publicly, by or on behalf of the Government, for all the material or subject matter called for under this contract, or for which this clause is specifically made applicable.

(b) The Contractor shall indemnify the Government and its officers, agents, and employees acting for the Government against any liability, including costs and expenses, incurred as the result of (1) the violation of trade secrets, copyrights, or right of privacy or publicity, arising out of the creation, delivery, publication, or use of any data furnished under this contract; or (2) any libelous or other unlawful matter contained in such data. The provisions of this paragraph do not apply unless the Government provides notice to the Contractor as soon as practicable of any claim or suit, affords the Contractor an opportunity under applicable laws, rules, or regulations to participate in the defense of the claim or suit, and obtains the Contractor’s consent to the settlement of any claim or suit other than as required by final decree of a court of competent jurisdiction; and do not apply to material furnished to the Contractor by the Government and incorporated in data to which this clause applies.

(End of clause)

FAR 52.237-3 Continuity of Services (JAN 1991)

(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to-

(1) Furnish phase-in training; and

(2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

(d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

(End of clause)

DEPARTMENT OF EDUCATION ACQUISITION REGULATION CLAUSES (EDAR)

EDAR 3452.201-70 Contracting Officer's Representative (COR) (MAR 2011)

(a) The Contracting Officer's Representative (COR) is responsible for the technical aspects of the project, technical liaison with the contractor, and any other responsibilities that are specified in the contract.

These responsibilities include inspecting all deliverables, including reports, and recommending acceptance or rejection to the contracting officer.

(b) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes that affect the contract price, terms, or conditions. Any contractor requests for changes shall be submitted in writing directly to the contracting officer or through the COR. No such changes shall be made without the written authorization of the contracting officer.

(c) The COR's name and contact information: To be determined at contract award.

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

(End of clause)

EDAR 3452.204-72 Contractor Security Vetting Requirements. (DEVIATION) (JUN 2021)

(a) The contractor and its subcontractors shall comply with Department of Education personnel, cyber, privacy, security policy requirements as set forth in “Contractor Security Vetting Requirements” at http://www.ed.gov/fund/contract/about/bsp.html.

(b) Contractor employees who will have access to proprietary or sensitive ED information including “Controlled Unclassified Information” as defined in 32 CFR Part 2002.4(h), ED IT systems, contractor systems operated with ED data or interfacing with ED systems, ED facilities or space, and/or perform duties in a school or in a location where children are present, must undergo a personnel security screening and a receive favorable determination and are subject to reinvestigation as described in the “Contractor Vetting Security Requirements.” Compliance with the “Contractor Vetting Security Requirements,” as amended, is required.

(c) The type of security investigation required to commence work on an ED contract is dictated by the position designation determination assigned by ED. All ED contractor positions are designated commensurate with their position risk/sensitivity, in accordance with Title 5 Code of Federal Regulations (5 CFR 731.106) and OPM’s Position Designation Tool (PDT) located at: https://pdt.nbis.mil/. The position designation determines the risk level and the corresponding level of background investigations required.

(d) The contractor shall comply with all contractor position designations established by ED.

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

High Risk (HR): (“Not Applicable”) Moderate Risk (MR): (Senior Instructor/Facilitator and Senior Instructional Designer) Level 5C Low Risk (LR): (“Not Applicable”) http://www.ed.gov/fund/contract/about/bsp.html https://pdt.nbis.mil/

(f) For performance-based contracts where ED has not identified required labor categories for contractor positions, ED considers the risk sensitivity of the services to be performed and the access to ED facilities and systems that will be required during performance, to determine the uniform contractor position risk level designation for all contractor employees who will be providing services under the contract. The uniform contractor position risk level designation applicable to this performance-based contract is:

(Contracting Officer to complete with overall risk level; or insert “Not Applicable”)

(g) Only U.S. citizens will be eligible for employment on contracts requiring a Moderate Risk/Public Trust, High Risk/Public Trust, or a National Security designation.

(h) Permanent resident aliens may be eligible for employment on contracts requiring Low Risk/ Public Trust access.

(i) An approved waiver, in accordance with “Contractor Vetting Security Requirements” is required for any exception to the requirements of paragraphs (g) and (h) above.

(j) The Contractor shall-

(1) Comply with the Principal Office (PO) processing requirements for personnel security screening,

(2) Ensure that no contractor employee is placed in a higher risk position than for which he or she is approved,

(3) Ensure contractor employees submit required security forms for reinvestigation in accordance with the timeframes set forth in the “Contractor Vetting Security Requirements,”

(4) Report to the COR any information (i.e., personal conduct, criminal conduct, financial difficulties, etc.)

that would raise a concern about the suitability of a contractor or whether a contractor employee’s continued employment would promote the efficiency of the service or violate the public trust,

(5) Protect sensitive and Privacy Act-protected, including “Controlled Unclassified Information” as defined in 32 CFR Part 2002.4(h), from unauthorized access, use or misuse by its contractor employees, prevent unauthorized access by others, and report any instances of unauthorized access, use or misuse to the

COR,

(6) Report to the COR within two business days any removal of a contractor employee from a contract; or within one business day if removed for cause,

(7) Upon the occurrence of any of the events listed under paragraph (b) of FAR Clause 52.204-9, Personal Identity Verification of Contractor Personnel, return a PIV ID to the COR within seven business days of the contractor employee’s departure: and

(8) Report to the COR any change to job activities that could result in a change in the contractor employee’s position or the need for increased security access.

(k) Failure to comply with any of the personnel security requirements, set forth in “Contractor Security Vetting Requirements” at http://www.ed.gov/fund/contract/about/bsp.html, may result in a termination of the contract for default or cause.

(End of Clause)

EDAR 3452.227-72 Use and Non-Disclosure Agreement (MAR 2011)

(a) Except as provided in paragraph (b) of this clause, proprietary data, technical data, or computer software delivered to the Government with restrictions on use, modification, reproduction, release, performance, display, or disclosure may not be provided to third parties unless the intended recipient completes and signs the use and non-disclosure agreement in paragraph (c) of this clause prior to release or disclosure of the data.

(1) The specific conditions under which an intended recipient will be authorized to use, modify, reproduce, release, perform, display, or disclose proprietary data or technical data subject to limited rights, or computer software subject to restricted rights must be stipulated in an attachment to the use and non-disclosure agreement.

(2) For an intended release, disclosure, or authorized use of proprietary data, technical data, or computer software subject to special license rights, modify paragraph (c)(1)(iv) of this clause to enter the conditions, consistent with the license requirements, governing the recipient's obligations regarding use, modification, reproduction, release, performance, display, or disclosure of the data or software.

(b) The requirement for use and non-disclosure agreements does not apply to Government contractors that require access to a third party's data or software for the performance of a government contract that contains the 3452.227–73 clause, Limitations on the use or disclosure of Government-furnished information marked with restrictive legends.

(c) The prescribed use and non-disclosure agreement is included in attachment 2.

(End of clause)

EDAR 3452.239-71 Department Information Security and Privacy Requirements (DEVIATION) (NOV 2022)

(a) The Contractor shall, at all times, maintain compliance with the most current version of Department security requirements as set forth in “Department Information Security and Privacy Requirements.”

These requirements are posted at http://www.ed.gov/fund/contract/about/bsp.html.

(b) The Contractor shall incorporate the substance of this clause, its terms, and requirements, including this paragraph, in all subcontracts, and require written subcontractor acknowledgement of the same.

Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.

(c) Failure to comply with this clause, including the embedded Department Information Security and Privacy Requirements, may result in a termination of the contract for default or cause.

(d) Performance of this…