PIRLS_Solicitation__3_10_14.pdf

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

ORDER UNDER DPAS (15 CFR 700)

RATING

PAGE OF

PAGES

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

ED-IES-13-R-0034 SEALED BID (IFB)

NEGOTIATED (RFP)

MAR 10, 2014

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

Contracts & Acquisitions Mgt., Group D US Dept of Education, 550 12th St SW - 7th Floor Washington DC 20202-4230

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

SOLICITATION

9. Sealed offers in original and 4 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in until 11:30

AM ET

local time APR 10, (Hour) (Date)

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

10. FOR

INFORMATION CALL

A. NAME

Joseph Gibbs

B. TELEPHONE (NO COLLECT CALLS)

202-245-6016

C. E-MAIL ADDRESS

Joseph.Gibbs@ed.gov

11. TABLE OF CONTENTS

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

PART 1 - THE SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 - 1 X I CONTRACT CLAUSES 30 - 37

X B SUPPLIES OR SERVICES AND PRICES/COSTS 2 - 9 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPECS./WORK STATEMENT 10 - 10 X J LIST OF ATTACHMENTS 38 - 38

X D PACKAGING AND MARKING 11 - 11 PART IV - PRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 12 - 13 X K REPRESENTATIONS, CERTIFICATIONS AND OTHER 39 - 51

X F DELIVERIES OR PERFORMANCE 14 - 14 STATEMENTS OF OFFERORS

X G CONTRACT ADMINISTRATION DATA 15 - 16 X L INSTRS., CONDS., AND NOTICES TO OFFERORS 52 - 71

X H SPECIAL CONTRACT REQUIREMENTS 17 - 29 X M EVALUATION FACTORS FOR AWARD 72 - 76

OFFER

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

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

13. DISCOUNT FOR PROMPT PAYMENT

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

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

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

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

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

15A. NAME AND

ADDRESS OF

OFFEROR

DUNS: (Type or print)

15B. TELEPHONE NUMBER

15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM

ABOVE - ENTER SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

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

See Schedule

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

10 U.S.C 23004(c) ( ) 41 U.S.C 253(c) ( )

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

ITEM

24. ADMINISTERED BY CODE 25. PAYMENT WILL BE MADE BY CODE

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

(Signature of Contracting Officer)

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

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (REV. 9-97)

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

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

PAGE 2 OF 76 ED-IES-13-R-0034

Core Tasks 1, 2, 4, 5: Firm-Fixed Price 0001 Core Tasks 1, 2, 4, 5: Firm-Fixed Price

1.00 SE

Core Task 3: Cost-Reimbusrement Value

0002 Core Task 3: Cost-Reimbusrement Value

0.00 SE

Optional Tasks 6, 8, 9: Firm-Fixed Price

0003 Optional Tasks 6, 8, 9: Firm-Fixed Price

Optional Task 7: Cost-Reimbursement Value

0004 Optional Task 7: Cost-Reimbursement Value

Optional Task 10: Firm-Fixed Price

0005 Optional Task 10: Firm-Fixed Price

Optional Task 11: Firm-Fixed Price

0006 Optional Task 11: Firm-Fixed Price

Optional Task 12: Firm-Fixed Price

0007 Optional Task 12: Firm-Fixed Price

Optional Task 13: Firm-Fixed Price

0008 Optional Task 13: Firm-Fixed Price

Optional Task 14: Cost-Reimbursement Value

0009 Optional Task 14: Cost-Reimbursement Value

Table of Contents

PAGE 3 OF 76 ED-IES-13-R-0034

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 Contract Type

B. 2 Total Contract Value

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 302-2 SCOPE OF WORK (FEBRUARY 1985)

SECTION D PACKAGING AND MARKING

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

SECTION E INSPECTION AND ACCEPTANCE

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

E. 2 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

E. 3 304-1 INSPECTION AND ACCEPTANCE (FEBRUARY 1985)

SECTION F DELIVERIES OR PERFORMANCE

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

F. 2 52.242-15 I STOP-WORK ORDER (AUG 1989)--ALTERNATE I (APR 1984)

F. 3 305-2 REPORT OF CONSULTANTS (MARCH 1986)

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

F. 5 305-6 DELIVERABLES (MARCH 1986)

SECTION G CONTRACT ADMINISTRATION DATA

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

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

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

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

SECTION H SPECIAL CONTRACT REQUIREMENTS

H. 1 3452.208-71 PRINTING (MAY 2011)

H. 2 3452.208-72 PAPERWORK REDUCTION ACT (MAY 2011)

H. 3 3452.209-71 CONFLICT OF INTEREST (MAY 2011)

H. 4 3452.215-70 RELEASE OF RESTRICTED DATA (MAY 2011)

H. 5 3452.216-70 ADDITIONAL COST PRINCIPLES (MAY 2011)

H. 6 3452.224-70 RELEASE OF INFORMATION UNDER THE FREEDOM OF INFORMATION ACT (MAY 2011)

H. 7 3452.224-72 RESEARCH ACTIVITIES INVOLVING HUMAN SUBJECTS (MAY 2011)

H. 8 3452.227-70 PUBLICATION AND PUBLICITY (MAY 2011)

H. 9 3452.227-71 ADVERTISING OF AWARDS (MAY 2011)

H. 10 3452.227-72 USE AND NON-DISCLOSURE AGREEMENT (MAY 2011)

H. 11 3452.228-70 REQUIRED INSURANCE (MAY 2011)

H. 12 3452.237-71 OBSERVANCE OF ADMINISTRATIVE CLOSURES (MAY 2011)

H. 13 3452.239-71 NOTICE TO OFFERORS OF DEPARTMENT SECURITY REQUIREMENTS (MAY 2011)

H. 14 3452.239-72 DEPARTMENT SECURITY REQUIREMENTS (MAY 2011)

H. 15 3452.242-70 LITIGATION AND CLAIMS (MAY 2011)

H. 16 3452.242-71 NOTICE TO THE GOVERNMENT OF DELAYS (MAY 2011)

H. 17 3452.242-73 ACCESSIBILITY OF MEETINGS, CONFERENCES, AND SEMINARS TO PERSONS WITH

DISABILITIES (MAY 2011)

H. 18 3452.243-70 KEY PERSONNEL (MAY 2011)

H. 19 3452.247-70 FOREIGN TRAVEL (MAY 2011)

H. 20 31.205.70 FOOD COSTS

PAGE 4 OF 76 ED-IES-13-R-0034

H. 21 31.205.71 TRAVEL COSTS

H. 22 301-20 PROHIBITION OF DISCRIMINATION AGAINST INDIVIDUALS WITH DISABILITIES (FEB 1995)

H. 23 307-3 DUAL COMPENSATION (MARCH 1985)

H. 24 307-5 PAYMENT OF TRAVEL EXPENSES AND FEES FOR ED EMPLOYEES (MARCH 1985)

H. 25 307-12 CONSENT TO SUBCONTRACT (AUGUST 1998)

H. 26 307-19 REDACTED PROPOSALS (DECEMBER 1998)

H. 27 307-24 CONSULTANT SERVICES AND CONSENT (APRIL 1986)

H. 28 316-1 ACCESSIBILITY OF SOFTWARE (OCTOBER 1999)

SECTION I CONTRACT CLAUSES

I. 1 52.203-3 GRATUITIES (APR 1984)

I. 2 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)

I. 3 52.203-7 ANTI-KICKBACK PROCEDURES (OCT 2010)

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

(JAN 1997)

I. 5 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

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

I. 7 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (APR 2010)

I. 8 52.203-14 DISPLAY OF HOTLINE POSTER(S) (DEC 2007)

I. 9 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)

I. 10 52.204-7 SYSTEM FOR AWARD MANAGEMENT (JUL 2013)

I. 11 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (JULY 2013). 30

I. 12 52.209-6 PROTECTING THE GOVERNMENT` INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (AUG 2013)

I. 13 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY

2013)

I. 14 52.210-1 MARKET RESEARCH (APR 2011)

I. 15 52.215-2 AUDIT AND RECORDS--NEGOTIATION (OCT 2010)

I. 16 52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

I. 17 52.215-17 WAIVER OF FACILITIES CAPITAL COST OF MONEY (OCT 1997)

I. 18 52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN CERTIFIED

COST OR PRICING DATA--MODIFICATIONS (OCT 2010)

I. 19 52.215-22 LIMITATIONS ON PASS-THROUGH CHARGES -- IDENTIFICATION OF SUBCONTRACT EFFORT (OCT

2009)

I. 20 52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES (OCT 2009)

I. 21 52.216-7 ALLOWABLE COST AND PAYMENT (JULY 2013)

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

I. 23 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (JUL 2013)

I. 24 52.219-9 II SMALL BUSINESS SUBCONTRACTING PLAN (JUL 2013)--ALTERNATE II (OCT 2001)

I. 25 52.219-16 LIQUIDATED DAMAGES--SUBCONTRACTING PLAN (JAN 1999)

I. 26 52.222-3 CONVICT LABOR (JUN 2003)

I. 27 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

I. 28 52.222-26 EQUAL OPPORTUNITY (MAR 2007)

I. 29 52.222-35 EQUAL OPPORTUNITY FOR VETERANS. [SEP 2010]

I. 30 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (OCT 2010

I. 31 52.222-50 COMBATING TRAFFICKING IN PERSONS (FEB 2009)

I. 32 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (AUG 2012)

I. 33 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

I. 34 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)

I. 35 52.224-2 PRIVACY ACT (APR 1984)

PAGE 5 OF 76 ED-IES-13-R-0034

I. 36 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)

I. 37 52.225-20 PROHIBITION ON CONDUCTING RESTRICTED BUSINESS OERATIONS IN SUDAN--CERTIFICATION

(AUG 2009)

I. 38 52.227-17 RIGHTS IN DATA--SPECIAL WORKS (DEC 2007)

I. 39 52.230-2 COST ACCOUNTING STANDARDS (MAY 2012)

I. 40 52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (MAY 2012)

I. 41 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (JUN 2010)

I. 42 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)

I. 43 52.232-17 INTEREST (OCT 2010)

I. 44 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

I. 45 52.232-22 LIMITATION OF FUNDS (APR 1984)

I. 46 52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986)

I. 47 52.232-25 PROMPT PAYMENT (JUL 2013)

I. 48 52.233-1 DISPUTES (JUL 2002)

I. 49 52.233-1 I DISPUTES (JUL 2002)--ALTERNATE I (DEC 1991)

I. 50 52.233-2 SERVICE OF PROTEST (SEP 2006)

I. 51 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I. 52 52.233-3 I PROTEST AFTER AWARD (AUG 1996)--ALTERNATE I (JUN 1985)

I. 53 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

I. 54 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

I. 55 52.242-13 BANKRUPTCY (JUL 1995)

I. 56 52.243-1 I CHANGES--FIXED-PRICE (AUG 1987)--ALTERNATE I (APR 1984)

I. 57 52.243-2 I CHANGES--COST-REIMBURSEMENT (AUG 1987)--ALTERNATE I (APR 1984)

I. 58 52.244-2 I SUBCONTRACTS (OCT 2010)--ALTERNATE I (JUN 2007)

I. 59 52.246-23 LIMITATION OF LIABILITY (FEB 1997)

I. 60 52.247-34 F.O.B. DESTINATION (NOV 1991)

I. 61 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (APR 2012)

I. 62 52.249-6 TERMINATION (COST-REIMBURSEMENT) (MAY 2004)

I. 63 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (APR 1984)

I. 64 52.249-14 EXCUSABLE DELAYS (APR 1984)

I. 65 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

I. 66 52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

I. 67 3402.2 SUBPART 3402.2--DEFINITIONS CLAUSE

I. 68 3452.202-1 DEFINITIONS--DEPARTMENT OF EDUCATION (MAY 2011)

I. 69 3452.208-71 PRINTING (MAY 2011)

I. 70 3452.208-72 PAPERWORK REDUCTION ACT (MAY 2011)

I. 71 3452.232-70 LIMITATION OF COST OR FUNDS (MAY 2011)

I. 72 3452.237-70 SERVICES OF CONSULTANTS (MAY 2011)

I. 73 3452.242-70 LITIGATION AND CLAIMS (MAY 2011)

I. 74 3452.242-71 NOTICE TO THE GOVERNMENT OF DELAYS (MAY 2011)

I. 75 3452.242-73 ACCESSIBILITY OF MEETINGS, CONFERENCES, AND SEMINARS TO PERSONS WITH

DISABILITIES (MAY 2011)

I. 76 52.252-2a CLAUSES INCORPORATED BY REFERENCE (MAY 2001)

I. 77 52.202-1 DEFINITIONS (JAN 2012)

I. 78 52.219-4 NOTICE OF PRICE EVALUATION PREFERENCE FOR HUBZONE SMALL BUSINESS CONCERNS (JAN

2011)

I. 79 52.232-99 PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS (DEVIATION) (AUG

2012)

SECTION J LIST OF ATTACHMENTS

PAGE 6 OF 76 ED-IES-13-R-0034

J. 1 309-1a LIST OF ATTACHMENTS (APRIL 1984)

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

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

TRANSACTIONS (SEP 2007)

K. 2 52.204-5 WOMEN-OWNED BUSINESS (OTHER THAN SMALL BUSINESS) (MAY 1999)

K. 3 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (JULY 2013)

K. 4 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (APR 2010)

K. 5 52.215-6 PLACE OF PERFORMANCE (OCT 1997)

K. 6 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (APR 2012)

K. 7 52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999)

K. 8 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

K. 9 52.230-1 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (MAY 2012)

K. 10 3452.209-70 CONFLICT OF INTEREST CERTIFICATION (MAY 2011)

K. 11 310-1 REPRESENTATION AUTHORITY (JANUARY 2005)

K. 12 310-6 DUPLICATION OF COST (MARCH 1985)

K. 13 310-9 APPROVAL OF ACCOUNTING SYSTEM (MARCH 1985)

K. 14 310-10 GENERAL FINANCIAL AND ORGANIZATIONAL INFORMATION (APRIL 1984)

K. 15 310-16 POST EMPLOYMENT CONFLICT OF INTEREST (MARCH 1985)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L. 1 52.215-1 I INSTRUCTIONS TO OFFERORS--COMPETITIVE ACQUISITION (JAN 2004)--ALTERNATE I (OCT

1997)

L. 2 52.215-16 FACILITIES CAPITAL COST OF MONEY (JUN 2003)

L. 3 52.222-24 PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE EVALUATION (FEB 1999)

L. 4 311-4a BUSINESS PROPOSAL INSTRUCTIONS (AUG 2007)

L. 5 311-5 FORMS CLEARANCE PROCESS (MARCH 1986)

L. 6 311-6 CLARIFICATION QUESTIONS (APRIL 1998)

L. 7 311-7 PROVISION FOR EVALUATION FACTOR AMENDMENTS (MARCH 1986)

L. 8 311-9 COMMENTS ON SMALL BUSINESS REGULATORY ENFORCEMENT(JUNE 1998)

L. 9 314-1 PAST PERFORMANCE REPORT (MAR 1996)

L. 10 Instructions to Offerors

SECTION M EVALUATION FACTORS FOR AWARD

M. 1 Evaluation Criteria

PAGE 7 OF 76 ED-IES-13-R-0034

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 Contract Type

PAGE 8 OF 76 ED-IES-13-R-0034

The Government contemplates award of a hybrid contract including both fixed-price tasks and cost-reimbursement tasks from this solicitation.

Firm-Fixed-Price Tasks:

Task 1 Contract Administration

Task 2 Preparations for Assessments

Task 4 Training Data Collectors and Delivering Data

Task 5 Scoring and Coding

Task 6 Prepare and Disseminate Results

Optional Tasks

Task 7 Utilize expert help

Task 8 Comparison of NAEP/PIRLS

Task 9 State benchmarking

Cost-Reimbursement Tasks:

Task 3 Recruiting, schools, teachers, and students, and Collecting Data

Optional Tasks

Task 10 Parent Questionnaire – Learning to Read Survey

B. 2 Total Contract Value

PAGE 9 OF 76 ED-IES-13-R-0034

Total Contract Value:

1) It is estimated that the total value to the Government for full performance of this contract will be $ TBD.

a) For the Cost Plus Fixed Fee tasks, it is estimated that the total cost to the Government for the full performance of this contract will be $ TBD of which the following amounts represent :

Reimbursable Costs: $TBD

Fixed Fee: $ TBD

b) For the Fixed Price tasks, the total is $ TBD.

PAGE 10 OF 76 ED-IES-13-R-0034

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 302-2 SCOPE OF WORK (FEBRUARY 1985)

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

PAGE 11 OF 76 ED-IES-13-R-0034

SECTION D

PACKAGING AND MARKING

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

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

(b) Ship deliverable items to:

TBA, Contracting Officer's Representative (COR) U.S. Department of Education, K-Street, Joseph Gibbs, Contract Specialist (CS) U.S. Department of Education 550 12th Street, SW, 7th Floor, Mail Stop 4230 Washington, DC 20202

(c) Mark deliverables for: TBA, COR; Joseph Gibbs, CS

PAGE 12 OF 76 ED-IES-13-R-0034

SECTION E

INSPECTION AND ACCEPTANCE

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

(a) "Definitions." "Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may--

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

(f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may--

(1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such service; or

(2) Terminate the contract for default.

(End of Clause)

E. 2 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

(a) "Definition." "Services," as used in this clause, includes services performed, workmanship, and material furnished or used in performing services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all places and times during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If any of the services performed do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, for no additional fee. When the defects in services cannot be corrected by reperformance, the Government may--

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce any fee payable under the contract to reflect the reduced value of the services performed.

(e) If the Contractor fails to promptly perform the services again or take the action necessary to ensure future performance in conformity with contract requirements, the Government may--

(1) By contract or otherwise, perform the services and reduce any fee payable by an amount that is equitable under the circumstances; or

(2) Terminate the contract for default.

PAGE 13 OF 76 ED-IES-13-R-0034

E. 3 304-1 INSPECTION AND ACCEPTANCE (FEBRUARY 1985)

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

Officer.

PAGE 14 OF 76 ED-IES-13-R-0034

SECTION F

DELIVERIES OR PERFORMANCE

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

(Reference 52.242-15)

F. 2 52.242-15 I STOP-WORK ORDER (AUG 1989)--ALTERNATE I (APR 1984)

(Reference 52.242-15 I)

F. 3 305-2 REPORT OF CONSULTANTS (MARCH 1986)

The contractor must maintain a written report for the files on the results of all consultations charged to this contract. This report must include, at a minimum: (1) the consultant's name, dates, hours and amount charged to the contract, (2) the names of the contractor or subcontractor staff to whom the services are provided, and (3) the results of the subject matter of the consultations.

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

The period of performance shall be from from the time of award to 60 months , inclusive of all specified deliveries and/or task work.

F. 5 305-6 DELIVERABLES (MARCH 1986)

All deliverables shall be submitted in accordance with the kinds, quantities and dates indicated in the attached Statement of

Work.

PAGE 15 OF 76 ED-IES-13-R-0034

SECTION G

CONTRACT ADMINISTRATION DATA

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

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

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

(c) The COR`s name and contact information: TBD

(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.

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

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

(b) The contractor shall submit invoices electronically by means of the web-based system, Invoice Processing Platform (IPP) that can be accessed at: http://www.ipp.gov/. All submitted invoices must be accompanied by supporting documentation in accordance with the contract's terms and conditions. The supporting documentation shall be submitted in the following formats: Adobe Acrobat (pdf), Microsoft Word (doc), Pictures (jpeg), Microsoft Excel (excel), and Microsoft Outlook message (msg).

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

Example 1, Definitive Contract:

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

Example 2, Task/Delivery Order Contract:

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

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

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

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

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

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

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

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

TO BE FILLED IN AT TIME OF AWARD

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

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

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

TO BE FILLED IN AT TIME OF AWARD

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SECTION H

SPECIAL CONTRACT REQUIREMENTS

H. 1 3452.208-71 PRINTING (MAY 2011)

Unless otherwise specified in this contract, the contractor shall not engage in, nor subcontract for, any printing (as that term is defined in Title I of the Government Printing and Binding Regulations in effect on the effective date of this contract) in connection with the performance of work under this contract; except that performance involving the duplication of fewer than 5,000 units of any one page, or fewer than 25,000 units in the aggregate of multiple pages, shall not be deemed to be printing. A unit is defined as one side of one sheet, one color only (with black counting as a color), with a maximum image size of 10 3/4 by 14 1/4 inches on a maximum paper size of 11 by 17 inches. Examples of counting the number of units: black plus one additional color on one side of one page counts as two units. Three colors (including black) on two sides of one page count as six units.

H. 2 3452.208-72 PAPERWORK REDUCTION ACT (MAY 2011)

(a) The Paperwork Reduction Act of 1995 applies to contractors that collect information for use or disclosure by the Federal government. If the contractor will collect information requiring answers to identical questions from 10 or more people, no plan, questionnaire, interview guide, or other similar device for collecting information may be used without first obtaining clearance from the Chief Acquisition Officer (CAO) or the CAO`s designee within the Department of Education (ED) and the Office of Management and Budget (OMB). Contractors and Contracting Officers` Representatives shall be guided by the provisions of 5 CFR part 1320, Controlling Paperwork Burdens on the Public, and should seek the advice of the Department`s Paperwork Clearance Officer to determine the procedures for acquiring CAO and OMB clearance.

(b) The contractor shall obtain the required clearances through the Contracting Officer`s Representative before expending any funds or making public contacts for the collection of information described in paragraph (a) of this clause. The authority to expend funds and proceed with the collection shall be in writing by the contracting officer. The contractor must plan at least 120 days for CAO and OMB clearance. Excessive delay caused by the Government that arises out of causes beyond the control and without the fault or negligence of the contractor will be considered in accordance with the Excusable Delays or Default clause of this contract.

H. 3 3452.209-71 CONFLICT OF INTEREST (MAY 2011)

(a)

(1) The contractor, subcontractor, employee, or consultant, has certified that, to the best of its knowledge and belief, there are no relevant facts or circumstances that could give rise to an organizational or personal conflict of interest, (see FAR Subpart 9.5 for organizational conflicts of interest), (or apparent conflict of interest) for the organization or any of its staff, and that the contractor, subcontractor, employee, or consultant has disclosed all such relevant information if such a conflict of interest appears to exist to a reasonable person with knowledge of the relevant facts (or if such a person would question the impartiality of the contractor, subcontractor, employee, or consultant). Conflicts may arise in the following situations:

(i) Unequal access to information - A potential contractor, subcontractor, employee, or consultant has access to non-public information through its performance on a government contract.

(ii) Biased ground rules - A potential contractor, subcontractor, employee, or consultant has worked, in one government contract, or program, on the basic structure or ground rules of another government contract.

(iii) Impaired objectivity - A potential contractor, subcontractor, employee, or consultant, or member of their immediate family (spouse, parent, or child) has financial or other interests that would impair, or give the appearance of impairing, impartial judgment in the evaluation of

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government programs, in offering advice or recommendations to the government, or in providing technical assistance or other services to recipients of Federal funds as part of its contractual responsibility. "Impaired objectivity" includes but is not limited to the following situations that would cause a reasonable person with knowledge of the relevant facts to question a person`s objectivity:

(A) Financial interests or reasonably foreseeable financial interests in or in connection with products, property, or services that may be purchased by an educational agency, a person, organization, or institution in the course of implementing any program administered by the Department;

(B) Significant connections to teaching methodologies that might require or encourage the use of specific products, property, or services; or

(C) Significant identification with pedagogical or philosophical viewpoints that might require or encourage the use of a specific curriculum, specific products, property, or services.

(2) Offerors must provide the disclosure described above on any actual or potential conflict (or apparent conflict of interest) of interest regardless of their opinion that such a conflict or potential conflict (or apparent conflict of interest) would not impair their objectivity.

(3) In a case in which an actual or potential conflict (or apparent conflict of interest) is disclosed, the Department will take appropriate actions to eliminate or address the actual or potential conflict (or apparent conflict of interest), including but not limited to mitigating or neutralizing the conflict, when appropriate, through such means as ensuring a balance of views, disclosure with the appropriate disclaimers, or by restricting or modifying the work to be performed to avoid or reduce the conflict. In this clause, the term "potential conflict" means reasonably foreseeable conflict of interest.

(b) The contractor, subcontractor, employee, or consultant agrees that if "impaired objectivity", or an actual or potential conflict of interest (or apparent conflict of interest) is discovered after the award is made, it will make a full disclosure in writing to the contracting officer. This disclosure shall include a description of actions that the contractor has taken or proposes to take, after consultation with the contracting officer, to avoid, mitigate, or neutralize the actual or potential conflict (or apparent conflict of interest).

(c) Remedies. The Government may terminate this contract for convenience, in whole or in part, if it deems such termination necessary to avoid the appearance of a conflict of interest. If the contractor was aware of a potential conflict of interest prior to award or discovered an actual or potential conflict (or apparent conflict of interest) after award and did not disclose or misrepresented relevant information to the contracting officer, the Government may terminate the contract for default, or pursue such other remedies as may be permitted by law or this contract.

These remedies include imprisonment for up to five years for violation of 18 U.S.C. 1001 and fines of up to $5000 for violation of 31 U.S.C. 3802. Further remedies include suspension or debarment from contracting with the Federal government. The contractor may also be required to reimburse the Department for costs the Department incurs arising from activities related to conflicts of interest.

An example of such costs would be those incurred in processing Freedom of Information Act requests related to a conflict of interest.

(d) In cases where remedies short of termination have been applied, the contractor, subcontractor, employee, or consultant agrees to eliminate the organizational conflict of interest, or mitigate it to the satisfaction of the contracting officer.

(e) The contractor further agrees to insert in any subcontract or consultant agreement hereunder, provisions that conform substantially to the language of this clause, including specific mention of potential remedies and this paragraph (e).

H. 4 3452.215-70 RELEASE OF RESTRICTED DATA (MAY 2011)

(a) Offerors are hereby put on notice that regardless of their use of the legend set forth in FAR 52.215-1(e), Restriction on Disclosure and Use of Data, the Government may be required to release certain data contained in the proposal in response to a request for the data under the Freedom of Information Act (FOIA). The Government`s determination to withhold or disclose a record will be based upon the particular circumstance involving the data in question and whether the data may be exempted from disclosure under FOIA. In accordance with Executive Order 12600 and to the extent permitted by law, the Government will notify the offeror before it releases restricted data.

(b) By submitting a proposal or quotation in response to this solicitation:

(1) The offeror acknowledges that the Department may not be able to withhold or deny access to data requested pursuant to FOIA and that the Government`s FOIA officials shall make that determination;

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(2) The offeror agrees that the Government is not liable for disclosure if the Department has determined that disclosure is required by FOIA;

(3) The offeror acknowledges that proposals not resulting in a contract remain subject to FOIA;

and

(4) The offeror agrees that the Government is not liable for disclosure or use of unmarked data and may use or disclose the data for any purpose, including the release of the information pursuant to requests under FOIA.

(c) Offerors are cautioned that the Government reserves the right to reject any proposal submitted with:

(1) A restrictive legend or statement differing in substance from the one required by the solicitation provision in FAR 52.215-1(e), Restriction on Disclosure and Use of Data, or

(2) A statement taking exceptions to the terms of paragraphs (a) or (b) of this provision.

(End of Provision)

H. 5 3452.216-70 ADDITIONAL COST PRINCIPLES (MAY 2011)

(a) Bid and Proposal Costs. Bid and proposal costs are the immediate costs of preparing bids, proposals, and applications for potential Federal and non-Federal grants, contracts, and other agreements, including the development of scientific, cost, and other data needed to support the bids, proposals, and applications. Bid and proposal costs of the current accounting period are allowable as indirect costs; bid and proposal costs of past accounting periods are unallowable as costs of the current period. However, if the organization`s established practice is to treat these costs by some other method, they may be accepted if they are found to be reasonable and equitable. Bid and proposal costs do not include independent research and development costs or pre-award costs.

(b) Independent research and development costs. Independent research and development is research and development that is not sponsored by Federal and non-Federal grants, contracts, or other agreements. Independent research and development shall be allocated its proportionate share of indirect costs on the same basis as the allocations of indirect costs of sponsored research and development. The costs of independent research and development, including its proportionate share of indirect costs, are unallowable.

H. 6 3452.224-70 RELEASE OF INFORMATION UNDER THE FREEDOM OF INFORMATION ACT (MAY 2011)

By entering into a contract with the Department of Education, the contractor, without regard to proprietary markings, approves the release of the entire contract and all related modifications and task orders including, but not limited to:

(1) Unit prices, including labor rates;

(2) Statements of Work/Performance Work Statements generated by the contractor;

(3) Performance requirements, including incentives, performance standards, quality levels, and service level agreements;

(4) Reports, deliverables, and work products delivered in performance of the contract (including quality of service, performance against requirements/standards/service level agreements);

(5) Any and all information, data, software, and related documentation first provided under the contract;

(6) Proposals or portions of proposals incorporated by reference; and

(7) Other terms and conditions.

H. 7 3452.224-72 RESEARCH ACTIVITIES INVOLVING HUMAN SUBJECTS (MAY 2011)

(a) In accordance with Department of Education regulations on the protection of human subjects in research, title 34, Code of Federal Regulations, part 97 ("the regulations"), the contractor, any subcontractors, and any other entities engaged in covered (nonexempt) research activities are required to establish and maintain procedures for the protection of human subjects. The definitions

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in 34 CFR 97.102 apply to this clause. As used in this clause, covered research means research involving human subjects that is not exempt under 34 CFR 97.101(b) and 97.401(b).

(b) If ED determines that proposed research activities involving human subjects are covered (i.e., not exempt under the regulations), the contracting officer or contacting officer`s designee will require the contractor to apply for the Federal Wide Assurance from the Office for Human Research Protections, U.S. Department of Health and Human Services, if the contractor does not already have one on file. The contracting officer will also require that the contractor obtain and send to the Department documentation of Institutional Review Board (IRB) review and approval of the research.

(c) In accordance with 34 CFR part 97, all subcontractors and any legally separate entity (neither owned nor operated by the contractor) that will be engaged in covered research activities under or related to this contract shall be required to comply with the requirements for assurances and IRB approvals. The contractor must include the substance of this clause, including paragraph (c) of this clause, in all subcontracts, and must notify any other entities engaged in the covered research activities of their responsibility to comply with the regulations.

(d) Under no condition shall the contractor conduct, or allow to be conducted, any covered research activity involving human subjects prior to the Department`s receipt of the certification that the research has been reviewed and approved by the IRB. (34 CFR 97.103(f)). No covered research involving human subjects shall be initiated under this contract until the contractor has provided the contracting officer (or the contracting officer`s designee) a properly completed certification form certifying IRB review and approval of the research activity, and the contracting officer or designee has received the certification. This restriction applies to the activities of each participating entity.

(e) In accordance with 34 CFR 97.109(e), an IRB must conduct continuing reviews of covered research activities at intervals appropriate to the degree of risk, but not less than once a year. Covered research activities that are expected to last one year or more are therefore subject to review by an IRB at least once a year.

(1) For each covered activity under this contract that requires continuing review, the contractor shall submit an annual written representation to the contracting officer (or the contracting officer`s designee) stating whether covered research activities have been reviewed and approved by an IRB within the previous 12 months. The contractor may use the form titled "Protection of Human Subjects: Assurance Identification/Certification/Declaration of Exemption" for this representation.

For multi-institutional projects, the contractor shall provide this information on its behalf and on behalf of any other entity engaged in covered research activities for which continuing IRB reviews are required.

(2) If the IRB disapproves, suspends, terminates, or requires modification of any covered research activities under this contract, the contractor shall immediately notify the contracting officer in writing of the IRB`s action.

(f) The contractor shall bear full responsibility for performing as safely as is feasible all activities under this contract involving the use of human subjects and for complying with all applicable regulations and requirements concerning human subjects. No one (neither the contractor, nor any subcontractor, agent, or employee of the contractor, nor any other person or organization, institution, or group of any kind whatsoever) involved in the performance of such activities shall be deemed to constitute an agent or employee of the Department of Education or of the Federal government with respect to such activities. The contractor agrees to discharge its obligations, duties, and undertakings and the work pursuant thereto, whether requiring professional judgment or otherwise, as an independent contractor without imputing liability on the part of the Government for the acts of the contractor and its employees.

(g) Upon discovery of any noncompliance with any of the requirements or standards stated in paragraphs (b) and (c) of this clause, the contractor shall immediately correct the deficiency. If at any time during performance of this contract, the contracting officer determines, in consultation with the Protection of Human Subjects Coordinator, Office of the Chief Financial Officer, or the sponsoring office, that the contractor is not in compliance with any of the requirements or standards stated in paragraphs (b) and (c) of this clause, the contracting officer may immediately suspend, in whole or in part, work and further payments under this contract until the contractor corrects such noncompliance. Notice of the suspension may be communicated by telephone and confirmed in writing.

(h) The Government may terminate this contract, in full or in part, for failure to fully comply with any regulation or requirement related to human subjects involved in research. Such termination may be in lieu of or in addition to suspension of work or payment. Nothing herein shall be construed to limit the Government`s right to terminate the contract for failure to fully comply with such requirements.

(i) The regulations, and related information on the protection of human research subjects, can be found on the Department`s protection of human subjects in research Web site: http://ed.gov/ about/offices/list/ocfo/humansub.html. Contractors may also contact the following office to obtain information about the regulations for the protection of human subjects and related policies and guidelines:

Protection of Human Subjects Coordinator

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U.S. Department of Education Office of the Chief Financial Officer 400 Maryland Avenue, SW.

Washington, DC 20202-4331 Telephone: (202) 245-8090.

H. 8 3452.227-70 PUBLICATION AND PUBLICITY (MAY 2011)

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

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

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

H. 9 3452.227-71 ADVERTISING OF AWARDS (MAY 2011)

The contractor agrees not to refer to awards issued by, or products or services delivered to, the Department of Education in commercial advertising in such a manner as to state or imply that the product or service provided is endorsed by the Federal government or is considered by the Federal government to be superior to other products or services.

H. 10 3452.227-72 USE AND NON-DISCLOSURE AGREEMENT (MAY 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:

Use and Non-Disclosure Agreement The undersigned, ___________________, an authorized representative of the ____________________, (which is hereinafter referred to as the "recipient") requests the Government to provide the recipient with proprietary data, technical data, or computer software (hereinafter referred to as

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"data") in which the Government`s use, modification, reproduction, release, performance, display, or disclosure rights are restricted. Those data are identified in an attachment to this agreement.

In consideration for receiving such data, the recipient agrees to use the data strictly in accordance with this agreement.

(1) The recipient shall--

(i) Use, modify, reproduce, release, perform, display, or disclose data marked with Small Business Innovative Research (SBIR) data rights legends only for government purposes and shall not do so for any commercial purpose.