Draft IIMS RFP 693JJ320R000017 March 30 2020 BetaSams post.pdf

REQUEST FOR PROPOSAL (RFP)

Issuing Office: US Department of Transportation (DOT) Federal Highway Administration IT Acquisition Center of Excellence

1200 New Jersey, Ave., SE Washington, DC 20590-0001

Agency Contact: Mark Miller, Contract Specialist mark.miller@dot.gov

Title: DOT Federal Motor Carrier Safety Administration (FMCSA) Integrated Inspection Management System (IIMS) Service

Solicitation Number: DRAFT 693JJ320R000017

Solicitation Release Date: TBD

Technical Questions Due: TBD Eastern Standard Time (EST) TBD to mark.miller@dot.gov

Proposal Due Date: TBD Eastern Standard Time (EST) TBD to HCFA- 24SRI@dot.gov and cc: mark.miller@dot.gov mailto:mark.miller@dot.gov mailto:mark.miller@dot.gov mailto:24SRI@dot.gov mailto:mark.miller@dot.gov

SECTION B - Supplies or Services/Prices

B.I GENERAL INFORMATION TO OFFERORS

The Government intends for this Request for Proposal (RFP) to result in the award of one Firm- Fixed-Price (FFP) Contract in accordance with FAR Part 12.1, Acquisition of Commercial Items

– General. However, the Government reserves the right to make no award depending on the quality of the proposal submitted or changes in the requirements, if in the best interest of the Government. The Government solicits a proposal to provide non-personal support services, as described in Section C, Performance Work Statement (PWS), (In attachment 1).

B.2 Communication

Pre-award communications shall be conducted electronically by e-mail to the Agency Contact identified on Page 2. The due date for questions regarding this RFP and Proposals is listed on Page 2. Questions and Proposal responses received after the cut-off date and time will generally not be considered.

B.3 FAR 52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a Firm-Fixed Price contract resulting from this solicitation.

B.4 CONTRACT LINE ITEM NUMBER (CLIN) STRUCTURE

The Contractor shall furnish the services described in this RFP in accordance with the PRICING TABLE below (B.5), which will be incorporated into the resulting Contract with complete, approved prices.

NOTE: Offeror shall complete the following table and submit as part of the Price Proposal.

B.5 SCHEDULE OF SERVICES AND PRICE

The following abbreviations are used in this price schedule:

CLIN Contract Line Item Number QTY Quantity MUP Monthly Unit Price TBD To Be Determined

B.5.0 BASE PERIOD

CLIN Description Qty. Unit Monthly Unit Price

(MUP)

Total Price

00001 The Contractor shall provide a Firm Fixed Price (FFP) for a Commercial Off the Shelf Software solution and support for the Integrated Inspection Management System (IIMS), including labor, development, and release developments in accordance with the Performance Work Statement (PWS), Section C.

12 MO $ $

00002 The Contractor shall provide Helpdesk Support in accordance with Section 2.5 of the PWS.

12 MO $ $

00003 The Contractor shall provide User Access Fees in accordance with Section

2.2.8 of the PWS. (# of users TBD)

12 MO $ $

00004 ODC – Includes Travel, Section 1.5.5 NTE $25,000.00

Base Period Total

B.5.1 OPTION PERIOD 1

(MUP)

Total Price

10001 The Contractor shall provide a Firm Fixed Price (FFP) for a Commercial Off the Shelf Software solution and support for the Integrated Inspection Management System (IIMS), including labor, development, and release developments in accordance with the Performance Work Statement (PWS), Section C.

12 MO $ $

10002 The Contractor shall provide Helpdesk Support in accordance with Section 2.5 of the PWS.

12 MO $ $

10003 The Contractor shall provide User Access Fees in accordance with Section

2.2.8 of the PWS. (# of users TBD)

12 MO $ $

10004 ODC – Includes Travel, Section 1.5.5 NTE $13,000

Option Period 1 Total $

B.5.2 OPTION PERIOD 2

(MUP)

Total Price

20001 The Contractor shall provide a Firm Fixed Price (FFP) for a Commercial Off the Shelf Software solution and support for the Integrated Inspection Management System (IIMS), including labor, development, and release developments in accordance with the Performance Work Statement (PWS), Section C.

12 MO $ $

20002 The Contractor shall provide Helpdesk Support in accordance with Section 2.5 of the PWS.

12 MO $ $

20003 The Contractor shall provide User Access Fees in accordance with Section

2.2.8 of the PWS. (# of users TBD)

12 MO $ $

20004 ODC – Includes Travel Section 1.5.5 NTE

Option Period 2 Total $

B.5.3 OPTION PERIOD 3

(MUP)

Total Price

30001 The Contractor shall provide a Firm Fixed Price (FFP) for a Commercial Off the Shelf Software solution and support for the Integrated Inspection Management System (IIMS), including labor, development, and release developments in accordance with the Performance Work Statement (PWS), Section C.

12 MO $ $

30002 The Contractor shall provide Helpdesk Support in accordance with Section 2.5 of the PWS.

12 MO $ $

30003 The Contractor shall provide User Access Fees in accordance with Section

2.2.8 of the PWS. (# of users TBD)

12 MO $ $

30004 ODC – Includes Travel Section 1.5.5 NTE

Option Period 3 Total $

B.5.4 OPTION PERIOD 4

(MUP)

Total Price

40001 The Contractor shall provide a Firm Fixed Price (FFP) for a Commercial Off the Shelf Software solution and support for the Integrated Inspection Management System (IIMS), including labor, development, and release developments in accordance with the Performance Work Statement (PWS), Section C.

12 MO $ $

40002 The Contractor shall provide Helpdesk Support in accordance with Section 2.5 of the PWS.

12 MO $ $

40003 The Contractor shall provide User Access Fees in accordance with Section 2.2.8 of the PWS. (# of users TBD)

12 MO $ $

40004 ODC – Includes Travel Section 1.5.5 NTE $13,000

Option Period 4 Total $ Grand Total Base and all Option CLINS including ODCs $

(End of Section B)

SECTION C – PERFORMANCE WORK STATEMENT

See Attachment 1 - PERFORMANCE WORK STATEMENT (PWS)

(End of Section C)

SECTION D - Packaging and Marking

D.1 PACKAGING

Preservation, packing, and packaging of items for shipment shall be in accordance with best commercial practices and adequate for acceptance by common carrier for safe transportation at the most economical rates.

The contractor shall clearly mark each shipment with the company name, the contract number, Task Order number (if applicable), and as appropriate, the item identification, quantity of items, and notice of partial or final delivery.

(End of Section D)

SECTION E - Inspection and Acceptance

E.1 52.246-4 INSPECTION OF SERVICES - FIXED-PRICE. (AUG 1996)

E.2 ACCEPTANCE

Acceptance of the final deliverables shall be made in writing by the Contracting Officer’s Representative (TBD).

E.3 GOVERNMENT ACCEPTANCE PERIOD

Unless stated elsewhere, the COR will have 14 calendar days to review draft deliverables and make comments. The Contractor shall have 10 calendar days to make corrections and return the corrected deliverable to the government. Upon receipt of the final deliverables, the COR will have 14 calendar days for final review prior to acceptance or providing documented reasons for non-acceptance.

(End of Section E)

SECTION F - Deliveries or Performance

F.1 52.242-15 STOP-WORK ORDER. (AUG 1989)

F.2 52.242-17 GOVERNMENT DELAY OF WORK. (APR 1984)

F.3 52.247-34 F.O.B. DESTINATION. (NOV 1991)

F.4 PERIOD OF PERFORMANCE

The anticipated period of performance for this contract will be from the date of award for one 12-month base period and four 12-month option periods. The last exercised option period shall include a 15-business day transition period.

F.5 PLACE OF DELIVERY

All deliverables, except the annual and quarterly progress report shall be delivered to the COR at the following address:

To Be Filled-in at Award

The quarterly progress reports shall be delivered to COR and Contract Specialist at the following address:

To Be Filled-in at Award

F.6 PLACE OF PERFORMANCE

The primary place of performance is expected to be offsite at the Contractor’s facility; however, the Government may designate some tasks to be performed at the Department of Transportation facility in Washington, DC. When requested, Contractor staff shall be available for onsite meetings with DoT staff, via teleconference, when approved by the COR. The vendor will be given reasonable notice prior to the necessary meeting. On occasion, travel outside of Washington, DC may be required and will be coordinated with FMCSA.

(End of Section F)

SECTION G - Contract Administration Data

G.1 CONTRACTING OFFICER’S REPRESENTATIVE (COR)

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

(b) The Contracting Officer shall designate a Contracting Officer’s Representative (COR) by written notice to the Contractor. The COR’s responsibilities shall include technical monitoring of the Contractor’s performance and inspecting and accepting deliveries under the contract.

The COR shall be appointed in writing, at which time ALL of the responsibilities of the COR shall be detailed, and a copy of the appointment memorandum shall be furnished to the Contractor. Any changes to the COR delegation shall be made in writing, either by changes to the existing memorandum, or by issuance of a new appointment memorandum. Copies of any changes shall be provided to the Contractor.

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

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

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

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

(4) Terminate, for any reason, the Contractor’s right to proceed, or issue any order causing the Contractor to stop work; or

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

(d) The Contractor shall comply with the written or oral direction of the Contracting Officer or authorized representative(s) acting within the scope and authority of the appointment memorandum. The Contractor need not proceed with direction that it considers to have been issued without proper authority. The Contractor shall notify the Contracting Officer in writing, with as much detail as possible, when the COR has taken an action or has issued direction (written or oral) that the Contractor considers to exceed the COR’s appointment, within 3 days of the occurrence. Unless otherwise provided in this contract, the Contractor assumes all costs, risks, liabilities, and consequences of performing any work it is directed to perform that falls within any of the categories defined in paragraph (c) prior to receipt of the Contracting Officer’s response issued under paragraph (e) of this clause.

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

(f) The Contractor shall provide copies of all correspondence to the Contracting Officer and the

COR.

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

G.2 TECHNICAL DIRECTION

Performance of the work under this contract is subject to the Technical Direction of the COR.

The term “Technical Direction” is defined to include, without limitation, the following:

(a) Direction to the Contractor which redirects the efforts, shifts work emphasis between work areas, requires pursuit of certain lines of inquiry, fills in details or otherwise serves to accomplish the statement of work;

(b) Provision of information to the Contractor that assists in the interpretation of drawings, specifications or technical portions of the work description; and,

(c) Review and approval/rejection of technical reports, drawings, specifications and technical information to be delivered by the Contractor.

All Technical Direction must be within the general scope of work stated in the contract. The COR does not have the authority to and may not issue any Technical Direction that:

(i) constitutes an assignment of additional work outside the general scope of the base contract;

(ii) constitutes a change as defines in the base contract clause entitled “Changes”;

(iii) in any manner causes an increase or decrease in prices set forth in Section B; or

(iv) changes any of the expressed terms, conditions or specifications of the contract.

All Technical Direction must be issued in writing, or shall be confirmed in writing by the COR within 3 working days after issuance. The Contractor shall proceed promptly with the performance of duly issued Technical Directions. However, if in the opinion of the Contractor, the direction issued but the COR is within one of the prescribed categories in (i) through (iv) above, the Contractor shall not proceed, but shall notify the Contracting Officer in writing, within 3 working days after receipt of any such direction. The Contracting Officer will determine if the Technical Direction is proper, or if a contract modification would be required to properly implement the direction. Failure of the parties to agree upon the nature of the direction or upon the contract action to be taken with respect thereto shall be subject to the clause included in Section I entitled “Disputes.”

G.3 CONTRACTOR SUPERVISION

The Contractor shall provide total supervision of its staff. Government personnel are not authorized or permitted to supervise any contractor personnel. The contractor's Project Manager for this contract is [Fill-in at Award], who shall communicate with the COR to determine the

Government's work requirements as set forth in the Statement of Work and shall assure that these requirements are fulfilled. In the event the designated Project Manager is incapacitated due to illness or injury or otherwise is to be removed by the Contractor during the contract performance, replacement of the incumbent Project Manager shall be subject to the approval of the CO.

G.4 NON-PERSONAL SERVICES

It is expressly agreed and understood that this is a non-personal services contract as defined in Federal Acquisition Regulation 37.101, under which the services performed by the Contractor are rendered in its capacity as an independent Contractor. The Government will evaluate the quality of the services provided, but retains no control over the Contractor’s employees or agents. The Contractor is solely liable for, and expressly agrees to indemnify the Government with respect to any liability producing acts or omissions by it or by its employees or agents.

G.5 GOVERNMENT FURNISHED INFORMATION

The FMCSA will provide to the Contractor access to any information under its purview necessary to complete any requirements under this contract that is not publicly available.

G.6 PAYMENT

After the FMCSA’s acceptance of the services delivered and upon the submission of proper invoices, the Government will pay the Contractor in accordance with prices stipulated in the contract award.

G.7 INVOICES

Submit all invoices to one of the following invoice addresses:

All invoices and required supporting documents shall be sent via e-mail to the following e-mail addresses: 9-AMC-AMZ-FMCSA-Invoices@faa.gov and FMCSAAcquisitionsManagement@dot.gov.

(a) Include the invoice and supporting documentation as an attached PDF document Supporting documentation shall include:

1. Name and address of the Contractor.

2. Invoice number, invoice date, and contract number.

3. Period of work billed.

4. Amount billed by CLIN with any established milestone payments clearly labeled.

5. Total amount of billing and cumulative total billed for all work.

6. Name, title, phone number, and mailing address of person to be contacted in the event of a defective invoice.

7. Name of the CO.

(b) Include in the e-mail subject line the following:

1. Invoice No.

2. Contract Number mailto:9-AMC-AMZ-FMCSA-Invoices@faa.gov mailto:FMCSAAcquisitionsManagement@dot.gov

3. Name of your Company/Organization

4. Attention: [Insert Contract Specialist Name]

Example: Invoice No. 35 – 693JJ418C000002 – Contractor Name – Attention: [Insert Contract Specialist Name]

If the invoice and supporting documents exceed 8 MB as an e-mail attachment, the Contractor must select one of the other submission options presented below:

Invoices submitted via an overnight service must use the following physical address:

NOTE: The Contractor shall submit invoices, no more frequently than monthly, as specified above.

(End of Section G)

SECTION H - Special Contract Requirements

H.1 ORGANIZATIONAL CONFLICT OF INTEREST

Contractor and subcontract personnel performing work under this Contract may receive, have access to, or participate in the development of proprietary or source selection information (e.g., cost or pricing information, specifications or work statements, etc.), or perform evaluation services which may create a current or subsequent Organizational Conflict of Interests (OCI) as defined in FAR Subpart 9.5. The Contractor shall notify the CO immediately whenever he/she becomes aware that such access or participation may result in any actual or potential OCI, and may merit the submittal of a plan to the CO to avoid or mitigate any such OCI. This mitigation plan would be determined to be acceptable solely at the discretion of the CO, and in the event the CO unilaterally determines that any such OCI cannot be satisfactorily avoided or mitigated, the Contracting Officer may affect other remedies as he or she deems necessary, including prohibiting the Contractor from participation in subsequent contracted requirements which may be affected by the OCI.

H.2 DISSEMINATION OF CONTRACT INFORMATION

The Contractor shall not publish, permit to be published, or distribute for public consumption, any information, oral or written, concerning the results or conclusions made pursuant to the performance of this contract, without the prior written consent of the Contracting Officer. Two copies of any material proposed to be published or distributed shall be submitted to the Contracting Officer and one copy to the Contracting Officer’s Representative.

H.3 IDENTIFICATION OF CONTRACTOR EMPLOYEES

All Contract personnel attending meetings, answering Government telephones, responding to email communication, and working in other situations where their Contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression in the minds of members of the public that they are Government officials. They must also ensure that all documents or reports produced by Contractors are suitably marked as Contractor products or that Contractor participation is appropriately disclosed. Contractors shall also wear badges identifying them as Contractor personnel when meeting with FMCSA personnel during the performance of this Task Order.

H.4 CONTRACTOR’S FAILURE TO PERFORM REQUIRED SERVICES

The rights of the Government and remedies described in this section are in addition to all other rights and remedies set forth in the contract. Specifically, the Government reserves its rights under the Inspection of Services and Termination Clauses. Any reductions in the Contractor’s invoice shall reflect the contract’s reduced value resulting from the Contractor’s failure to perform required services. The Contractor shall not be relieved of full performance of the services hereunder and may be terminated for default based upon inadequate performance of services, even if a reduction was previously taken for any inadequate performance.

H.5 POST-AWARD EVALUATION OF CONTRACTOR PERFORMANCE

Contractor Performance Evaluations

(a) Interim and final evaluation of Contractor performance will be prepared on this contract in accordance with FAR 42.1502 and TAM 1242.1502. The final performance evaluations will be prepared at the time of completion of work.

(b) The Contractor can elect to review the evaluation and submit additional information or a rebuttal statement. The Contractor will be permitted 60 calendar days to respond. Contractor response is voluntary. If the Contractor does not respond within 60 days, the Government will presume that the Contractor has no comment. Any disagreement between the parties regarding an evaluation will be referred to an individual at a level above the CO, whose decision is final.

(c) Copies of the evaluations, Contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

The Federal Motor Carrier Safety Administration utilizes the Contractor Performance Assessment Reporting System (CPARS) to record and maintain past performance information.

CPARS is used to document Contractor performance information that is required by Federal Regulations.

CPARS reference material can be accessed at http://www.cpars.gov/.

The registration process requires the Contractor to identify an individual that will serve as a primary contact. This individual will be authorized access to the evaluation for review and comment. In addition, the Contractor is encouraged to identify a secondary contact in the event the primary contact is unavailable to process the evaluation within the required 60-day time period. After FMCSA registers the contract in CPARS, the Contractor will receive a system generated e-mail notifying him/her that the contract is registered. A system generated e-mail will also provide the Contractor with a User ID if the person does not already have a CPARS User

ID.

Once a performance evaluation has been prepared and is ready for comment, the Contractor representative will receive a system generated e-mail notification that the performance evaluation is electronically available for review and comment. The Contractor representative will receive an automated e-mail whenever an assessment is completed and can subsequently retrieve the completed assessment from CPARS.

Contractors may access evaluations at http://www.cpars.gov/ for review and comment in

CPARS.

H.6 CLOSEOUT OF CONTRACT FILES

http://www.cpars.gov/ http://www.cpars.gov/

The Government will initiate the administrative closeout of the Contract after receiving evidence that all technical requirements have been completed. The Contractor shall furnish all required documents in support of the closeout of this contract. The Government anticipates the timeframe to complete administrative close out of this Contract will not exceed 6 months.

H.7 REQUIREMENTS FOR IMPLEMENTING SECTION 508 STANDARDS

The following applies to all FMCSA Contracts issued on or after June 25, 2001, for Preparation of Technical reports or other documents that FMCSA plans to post on a website.

In addition to the work requirements specified in this Performance Work Statement, vendors must ensure that all electronic documents that they prepare will meet the requirements of Section 508 of the Rehabilitation Act. The act requires that all electronic products prepared for the Federal Government be accessible to persons with disabilities, including those with vision, hearing, cognitive, and mobility impairments. Vendors can view Section 508 of the Rehabilitation Act (http://www.access-board.gov/508.htm) and the Federal IT Accessibility Initiative (Home Page) (http://section508.gov/) for detailed information.

Applicable Standards:

The following standards have been determined to be applicable to this contract.

X_ 1194.21 Software applications and operating systems.

X_ 1194.22 Web-based intranet and Internet information and applications.

1194.23 Telecommunications products.

1194.24 Video and multimedia products.

1194.25 Self-contained, closed products.

1194.26 Desktop and portable computers.

The standards are available at http://www.access-board.gov/508.htm. The standards do not require the installation of specific accessibility-related software or the attachment of an assistive technology device, but merely require that the Electronic and Information Technology (EIT) be compatible with such software and devices so that it can be made accessible, if so required by the agency, in the future.

The following paragraphs summarize the requirements for preparing FMCSA reports in conformance with Section 508 for eventual posting by FMCSA to an FMCSA-sponsored website.

Electronic documents with images:

Provide a text equivalent for every non-text element in all publications prepared in electronic format. Use descriptions (such as, "alt" and "long desc") for all non-text images or place them in element content. For all documents prepared, vendors must prepare one standard HTML format (as described in this statement of work) AND one text format that includes descriptions for all non-text images. “Text equivalent” means text sufficient to reasonably describe the image. For http://www.access-board.gov/508.htm) http://section508.gov/) http://www.access-board.gov/508.htm example, an image that is merely decorative requires only a very brief “text equivalent” description. However, if the image conveys information that is important to the content of the report, then text sufficient to reasonably describe that image and its purpose within the context of the report must be provided.

Electronic documents with complex charts or data tables:

When preparing tables that are heavily designed, provide adequate alternate information so that assistive technologies can read them out. Identify row and column headers for data tables.

Provide the information in a non-linear form. Markup shall be used to associate data cells and header cells for data tables that have two or more logical levels of row or column headers.

Electronic documents with forms:

When electronic forms are designed to be completed on-line, the form shall allow people using assistive technology to access the information, field elements, and functionality required for completion and submission of the form, including all directions and cues.

All web-based deliverables shall conform to the Minimum Requirements for FMCSA Web Pages and be compatible with the current FMCSA web platform of Adobe ColdFusion (version 10 compatible) and Microsoft SQL (server 2012 or higher compatible). Deliverables will be evaluated for Section 508 compliance, including graceful degradation when JavaScript is disabled and color contrast tests. Deliverables shall meet W3C coding standards (http://www.w3.org/), FMCSA coding standards, and conform to DOT Secure Web Application standards to prevent cross-site scripting (XSS) and SQL Injection.

H.8 ACKNOWLEDGEMENT OF SUPPORT AND DISCLAIMER

An acknowledgment of FMCSA support and a disclaimer must appear in any publication of any material, whether copyrighted or not, based on or developed under this contract in the following terms:

“This material is based upon work supported by the Federal Motor Safety Administration (FMCSA) under contract number [To Be Determined]

Additionally, all materials must contain the following statement:

“Any opinions, findings and conclusions or recommendations expressed in this publication are those of the author(s) and do not necessarily reflect the views of the Federal Motor Carrier Safety Administration.”

H.9 NON-PERSONAL SERVICES CONTRACT

This contract is a non-personal services contract as defined in the FAR at subpart 37.101. It is understood and agreed that the Contractor and/or Contractor’s employees and subcontractors:

(1) shall perform the services specified herein as independent contractors, not as employees of http://www.w3.org/) the government; (2) shall be responsible for their own management and administration of the work required and bear sole responsibility for complying with any and all technical, schedule, or financial requirements or constraints attendant to the performance of this contract; (3) shall be free from supervision or control by any government employee with respect to the manner or method of performance of the services specified; but (4) shall, pursuant to the government’s right and obligation to inspect, accept or reject the work, comply with such general direction of the Contracting Officer, or the duly authorized representative of the Contracting Officer, as is necessary to ensure accomplishment of the contract objectives.

H.10 KEY PERSONNEL

The following are the minimum personnel who shall be designated as “Key.” The Government does not intend to dictate the composition of the ideal team to perform this Contract. The Key Personnel must meet the minimum criteria stated in the PWS.

A) Project Manager B) IT Lead Developer

(A) Certain skilled experienced professional and/or technical personnel are essential for successful contractor accomplishment of the work to be performed under this contract. These are defined as "Key Personnel" and are those persons whose resumes were submitted for evaluation of the proposal. The contractor agrees that such personnel shall not be removed from the contract work or replaced without compliance with paragraphs (b) and (c) hereof.

(B) If one or more of the key personnel for whatever reason becomes, or is expected to become, unavailable for work under this contract for a continuous period exceeding thirty (30) work days, or is expected to devote substantially less effort to the work than indicated in the proposal or initially anticipated, the contractor shall immediately notify the Contracting Officer and shall, subject to the concurrence of the Contracting Officer or his authorized representative, promptly replace such personnel with personnel of at least substantially equal ability and qualifications.

(C) All requests for approval of substitutions hereunder must be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitutions. They must contain a complete resume for the proposed substitute, and any other information requested by the Contracting Officer or needed by him to approve or disapprove the proposed substitution. The Contracting Officer or his authorized representative will evaluate such requests and promptly notify the contractor of his approval or disapproval thereof in writing.

(D) If the Contracting Officer determines that suitable and timely replacement of key personnel who have been reassigned, terminated or have otherwise become unavailable for the contract work is not reasonably forthcoming or that the resultant reduction of productive effort would be so substantial as to impair the successful completion of the contract or the services ordered, the contract may be terminated by the Contracting Officer for default or for the convenience of the Government, as appropriate, or, at the discretion of the Contracting Officer if he finds the contractor at fault for the condition, the contract price or fixed fee may be equitably adjusted downward to compensate the Government for any resultant delay, loss, or damage.

(End of Section H)

SECTION I - Clauses

FAR 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):

www.acquisition.gov

The following additional FAR Clauses will apply to this Contract and are incorporated by reference:

FAR 52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018)

FAR 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)

FAR 52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (JUL 2016)

FAR 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (JUL 2016)

FAR 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Dec 2019)

FAR 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

FAR 52.212-4 Contract Terms and Conditions – Commercial Items (OCT 2018)

FAR 52.209-12 CERTIFICATION REGARDING TAX MATTERS (FEB 2016)

FAR 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS

(DEC 2013)

FAR 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

The following FAR Clauses are incorporated by full text:

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders- Commercial Items. (JAN 2020)

(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 items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in http://www.acquisition.gov/ https://www.acquisition.gov/content/52203-19-prohibition-requiring-certain-internal-confidentiality-agreements-or-statements#i52_203-19 subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108- 77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

(1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

_X_ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

(4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5)[Reserved].

(6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

(7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

(8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

(9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

https://www.acquisition.gov/content/52204-23-prohibition-contracting-hardware-software-and-services-developed-or-provided-kaspersky-lab-and-other-covered-entities#id189A70O0P1N https://www.acquisition.gov/content/52204-25-prohibition-contracting-certain-telecommunications-and-video-surveillance-services-or-equipment#id1989I600I4C https://www.acquisition.gov/content/52209-10-prohibition-contracting-inverted-domestic-corporations#i1062680 https://www.acquisition.gov/content/52233-3-protest-after-award#i1048661 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52233-4-applicable-law-breach-contract-claim#i1048698 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52203-6-restrictions-subcontractor-sales-government#i1063319 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52203-13-contractor-code-business-ethics-and-conduct#i1063504 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52203-15-whistleblower-protections-under-american-recovery-and-reinvestment-act-2009#i1063607 https://www.acquisition.gov/content/52204-10-reporting-executive-compensation-and-first-tier-subcontract-awards#i1064087 http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/content/52204-14-service-contract-reporting-requirements#i1064214 https://www.acquisition.gov/content/52204-15-service-contract-reporting-requirements-indefinite-delivery-contracts#i1064243 https://www.acquisition.gov/content/52209-6-protecting-government%E2%80%99s-interest-when-subcontracting-contractors-debarred-suspended-or-proposed-debarment#i1062590 http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title31-section6101&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/content/52209-9-updates-publicly-available-information-regarding-responsibility-matters#i1062651 http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-section2313&num=0&edition=prelim

(10)[Reserved].

(11)

(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C.657a).

(ii) Alternate I (Nov 2011) of 52.219-3.

(12)

(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

(ii) Alternate I (Jan 2011) of 52.219-4.

(13)[Reserved]

(14)

(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C.644).

(ii) Alternate I (Nov 2011).

(iii) Alternate II (Nov 2011).

(15)

(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

(ii) Alternate I (Oct 1995) of 52.219-7.

(iii) Alternate II (Mar 2004) of 52.219-7.

(16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

(17)

(i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (15 U.S.C. 637(d)(4))

(ii) Alternate I (Nov 2016) of 52.219-9.

(iii) Alternate II (Nov 2016) of 52.219-9.

(iv) Alternate III (Nov 2016) of 52.219-9.

(v) Alternate IV (Aug 2018) of 52.219-9

(18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

(19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C.637(a)(14)).

https://www.acquisition.gov/content/52219-3-notice-hubzone-set-aside-or-sole-source-award#i1057314 http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title15-section637a&num=0&edition=prelim https://www.acquisition.gov/content/52219-3-notice-hubzone-set-aside-or-sole-source-award#i1057314 https://www.acquisition.gov/content/52219-4-notice-price-evaluation-preference-hubzone-small-business-concerns#i1057352 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-4-notice-price-evaluation-preference-hubzone-small-business-concerns#i1057352 https://www.acquisition.gov/content/52219-6-notice-total-small-business-set-aside#i1057393 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-7-notice-partial-small-business-set-aside#i1057419 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-7-notice-partial-small-business-set-aside#i1057419 https://www.acquisition.gov/content/52219-7-notice-partial-small-business-set-aside#i1057419 https://www.acquisition.gov/content/52219-8-utilization-small-business-concerns#i52_219-8 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-9-small-business-subcontracting-plan#i52_219-9 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-9-small-business-subcontracting-plan#i52_219-9 https://www.acquisition.gov/content/52219-9-small-business-subcontracting-plan#i52_219-9 https://www.acquisition.gov/content/52219-9-small-business-subcontracting-plan#i52_219-9 https://www.acquisition.gov/content/52219-9-small-business-subcontracting-plan#i52_219-9 https://www.acquisition.gov/content/52219-13-notice-set-aside-orders#i1057715 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-14-limitations-subcontracting#i1057730 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3

(20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

(21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Oct 2019) (15 U.S.C. 657f).

(22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

(23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

(24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

_X_ (25) 52.222-3, Convict Labor (June 2003) (E.O.11755).

(26) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2020) (E.O.13126).

_X_ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_X_ (28) (i) 52.222-26, Equal Opportunity (Sept 2016) (E.O.11246).

(ii) Alternate I (Feb 1999) of 52.222-26.

(29) (i) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

(ii) Alternate I (July 2014) of 52.222-35.

_X_ (30) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C.793).

(ii) Alternate I (July 2014) of 52.222-36.

(31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

(32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X_ (33) (i) 52.222-50, Combating Trafficking in Persons (Jan 2019) (22 U.S.C. chapter 78 and E.O. 13627).

(ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

(34) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

(35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA– https://www.acquisition.gov/content/52219-16-liquidated-damages-subcontracting-plan#i1057758 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-27-notice-service-disabled-veteran-owned-small-business-set-aside#i1057823 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-28-post-award-small-business-program-rerepresentation#i1057874 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-29-notice-set-aside-or-sole-source-award-economically-disadvantaged-women-owned-small-business-concerns#i1057902 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-30-notice-set-aside-or-sole-source-award-women-owned-small-business-concerns-eligible-under-women-owned-small-business-program#i1057947 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52222-3-convict-labor#i1055332 https://www.acquisition.gov/content/52222-19-child-labor-cooperation-authorities-and-remedies#i1055664 https://www.acquisition.gov/content/52222-21-prohibition-segregated-facilities#i1055713 https://www.acquisition.gov/content/52222-26-equal-opportunity#i1055793 https://www.acquisition.gov/content/52222-26-equal-opportunity#i1055793 https://www.acquisition.gov/content/52222-35-equal-opportunity-veterans#i1056230 http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title38-section4212&num=0&edition=prelim https://www.acquisition.gov/content/52222-35-equal-opportunity-veterans#i1056230 https://www.acquisition.gov/content/52222-36-equal-opportunity-workers-disabilities#i1056250 http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title29-section793&num=0&edition=prelim https://www.acquisition.gov/content/52222-36-equal-opportunity-workers-disabilities#i1056250 https://www.acquisition.gov/content/52222-37-employment-reports-veterans#i1056265 http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title38-section4212&num=0&edition=prelim https://www.acquisition.gov/content/52222-40-notification-employee-rights-under-national-labor-relations-act#i1056304 https://www.acquisition.gov/content/52222-50-combating-trafficking-persons#i1056535 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52222-50-combating-trafficking-persons#i1056535 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52222-54-employment-eligibility-verification#i1056753 https://www.acquisition.gov/content/221803-contract-clause#i1095479 https://www.acquisition.gov/content/52223-9-estimate-percentage-recovered-material-content-epa-designated-items#i1053138

Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

(ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

(36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

(37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

(38) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (Oct 2015) of 52.223-13.

(39) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (Jun 2014) of 52.223-14.

(40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

(41) (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

(ii) Alternate I (Jun 2014) of 52.223-16.

_X_ (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 13513).

(43) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

(44) 52.223-21, Foams (Jun 2016) (E.O. 13693).

_X_ (45) (i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a).

(ii) Alternate I (Jan 2017) of 52.224-3.

_X_ (46) 52.225-1, Buy American-Supplies (May 2014) (41 U.S.C. chapter 83).

(47) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109- 283, 110-138, 112-41, 112-42, and 112-43.

(ii) Alternate I (May 2014) of 52.225-3.

(iii) Alternate II (May 2014) of 52.225-3.

http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52223-9-estimate-percentage-recovered-material-content-epa-designated-items#i1053138 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52223-11-ozone-depleting-substances-and-high-global-warming-potential-hydrofluorocarbons#i1053180 https://www.acquisition.gov/content/52223-12-maintenance-service-repair-or-disposal-refrigeration-equipment-and-air-conditioners#i1053196 https://www.acquisition.gov/content/52223-13-acquisition-epeat%C2%AE%E2%80%93registered-imaging-equipment#i1053207 https://www.acquisition.gov/content/52223-13-acquisition-epeat%C2%AE%E2%80%93registered-imaging-equipment#i1053207 https://www.acquisition.gov/content/52223-14-acquisition-epeat%C2%AE-registered-televisions#i1053232 https://www.acquisition.gov/content/52223-14-acquisition-epeat%C2%AE-registered-televisions#i1053232 https://www.acquisition.gov/content/52223-15-energy-efficiency-energy-consuming-products#i1053246 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52223-16-acquisition-epeat%C2%AE-registered-personal-computer-products#i1053274 https://www.acquisition.gov/content/52223-16-acquisition-epeat%C2%AE-registered-personal-computer-products#i1053274 https://www.acquisition.gov/content/52223-18-encouraging-contractor-policies-ban-text-messaging-while-driving#i1053316 https://www.acquisition.gov/content/52223-20-aerosols#i52_223_20 https://www.acquisition.gov/content/52223-21-foams#id1668D08086F https://www.acquisition.gov/content/52224-3-privacy-training#i52_224_3 https://www.acquisition.gov/content/52224-3-privacy-training#i52_224_3 https://www.acquisition.gov/content/52225-1-buy-american-supplies#i1053372 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52225-3-buy-american-free-trade-agreements-israeli-trade-act#i1053446 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3…