FCC14R0012.pdf

SOLICITATION, OFFER, AND AWARD

1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR

700)

RATING

2. CONTRACT NUMBER 3. SOLICITATION NUMBER

FCC14R0012 SEALED BID (IFB)

X NEGOTIATED (RFP)

4. TYPE OF SOLICITATION 5. DATE ISSUED

06/27/2014

6. REQUISITION/PURCHASE NUMBER

CPC1200002

CODE CPC

Federal Communications Commission 445 12th Street, SW Washington, DC 20554

7. ISSUED BY

Federal Communications Commission 445 12th Street, SW Washington, DC 20554

8. ADDRESS OFFER TO (If other than Item 7)

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

SOLICITATION

17:00:00 07/29/2014

(Hour) (Date) CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions

9. Sealed offers in original and ____________ 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 __ ________ local time _ ________ (see § L.3)

10. FOR

INFORMATION

CALL:

A. NAME

Garnel Palin

AREA CODE

(202)

NUMBER

418-0137

EXT.

B. TELEPHONE (NO COLLECT CALLS) C. E-MAIL ADDRESS

Garnel.Palin@fcc.gov

11. TABLE OF CONTENTS

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

PART I - SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 X I CONTRACT CLAUSES CONTRACT

X B SUPPLIES OR SERVICES AND PRICES/COSTS 4 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH

X C DESCRIPTION/SPECS./WORK STATEMENT 9 X J LIST OF ATTACHMENTS 34

X D PACKAGING AND MARKING 9 PART IV - REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 9

X K REPRESENTATIONS CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

X F DELIVERIES OR PERFORMANCE 10

X L INSTRS., CONDS., AND NOTICES TO OFFERORS 39X G CONTRACT ADMINISTRATION DATA 11

X M EVALUATION FACTORS FOR AWARD 46X H SPECIAL CONTRACT REQUIREMENTS 12

OFFER (Must be fully completed by offeror)

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

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 items 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.

12.

13. DISCOUNT FOR PROMPT PAYMENT (See Section 1, Clause No. 52.232-8)

10 CALENDAR DAYS(%)

0.00 %

20 CALENDAR DAYS(%)

0.00 %

30 CALENDAR DAYS(%)

0.00 %

CALENDAR DAYS

NUMBER

PERCENTAGE

0.00

14. ACKNOWLEDGEMENT OF AMEND- MENTS (The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

AMENDMENT NO. DATE AMENDMENT NO. DATE

15A. NAME AND

ADDRESS OF

OFFEROR

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

OFFER (Type or Print)

15B. TELEPHONE NUMBER

AREA CODE NUMBER EXT.

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

10 U.S.C. 2304(c) ( ) 41 U.S.C. 253(c) ( )

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION: 23. SUBMIT INVOICES TO ADDRESS SHOWN IN (4 copies unless otherwise specified) Funding is Available

ITEM

CODE24. ADMINISTERED BY (if other than Item 7) CODE

Federal Communications Commission 445 12th Street, SW Room 1-A761 Washington, DC 20554

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print)

Palin, Garnel

27. UNITED STATES OF AMERICA 28. DATE

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (REV. 9-97)

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

Table of Contents

Section Description Page Number

CS Continuation Sheet B Pricing C Statement of Objectives D Packing 52.246-4 Inspection of Services--Fixed-Price (Aug 1996) E Inspection and Acceptance 52.242-15 Stop-Work Order (Aug 1989) 52.242-17 Government Delay of Work (Apr 1984) F Deliveries or Performance G Contract Administration Data H Special Contract Requirements 52.202-1 Definitions (Nov 2013) 52.203-3 Gratuities (Apr 1984) 52.203-5 Covenant Against Contingent Fees (Apr 1984) 52.203-6 Restrictions On Subcontractor Sales To The Government (Sept 2006) 52.203-7 Anti-Kickback Procedures (Oct 2010) 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (Jan 1997) 52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity (Jan 1997) 52.203-12 Limitation On Payments To Influence Certain Federal Transactions (Oct 2010) 52.203-13 Contractor Code of Business Ethics and Conduct (Apr 2010) 52.203-17 52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights (Sept 2013) 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (May 2011) 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2013) 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) 52.210-1 Market Research (Apr 2011) 52.215-2 Audit and Records--Negotiation (Oct 2010) 52.215-8 Order of Precedence--Uniform Contract Format (Oct 1997) 52.215-11 Price Reduction for Defective Certified Cost or Pricing Data--Modifications (Aug 2011) 52.215-13 Subcontractor Certified Cost or Pricing Data--Modifications (Oct 2010) 52.215-15 Pension Adjustments and Asset Reversions (Oct 2010) 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions (July 2005) 52.215-19 Notification of Ownership Changes (Oct 1997) 52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data--Modifications (Oct 2010) 52.219-8 Utilization of Small Business Concerns (Jul 2013) 52.222-1 Notice to the Government of Labor Disputes (Feb 1997) 52.222-3 Convict Labor (June 2003) 52.222-21 Prohibition of Segregated Facilities (Feb 1999) 52.222-26 Equal Opportunity (Mar 2007) 52.222-35 Equal Opportunity for Veterans (Sep 2010) 52.222-36 Affirmative Action for Workers with Disabilities (Oct 2010) 52.222-37 Employment Reports On Veterans (Sep 2010) 52.222-40 Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) 52.222-41 Service Contract Act of 1965. (Nov 2007) 52.222-43 Fair Labor Standards Act and Service Contract Act - Price Adjustment (Multiple Year and Option Contracts) (Sep 2009) 52.222-50 Combating Trafficking in Persons (Feb 2009) 52.222-54 Employment Eligibility Verification (Aug 2013) 52.223-6 Drug Free Workplace (May 2001) 52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving (Aug 2011) 52.225-13 Restrictions on Certain Foreign Purchases (June 2008) 52.227-1 Authorization and Consent (Dec 2007) 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (Dec 2007) 52.227-14 Rights in Data--General (Dec 2007) 52.227-14 Alt I Rights in Data--General (Dec 2007)- Alternate I (Dec 2007) 52.227-14 Alt III Rights in Data--General (Dec 2007) - Alternate III (Dec 2007) 52.227-14 Alt V Rights in Data--General (Dec 2007) - Alternate V (Dec 2007) 52.229-3 Federal, State and Local Taxes (Feb 2013)

52.232-1 Payments (Apr 1984) 52.232-8 Discounts For Prompt Payment (Feb 2002) 52.232-11 Extras (Apr 1984) 52.232-17 Interest (Oct 2010) 52.232-23 Assignment Of Claims (Jan 1986) 52.232-25 Prompt Payment (Jul 2013) 52.232-33 Payment by Electronic Funds Transfer--System for Award Management (Jul 2013) 52.233-1 Alt I Disputes (July 2002)- Alternate I (Dec 1991) 52.233-3 Protest after Award (Aug 1996) 52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004) 52.237-3 Continuity Of Services (Jan 1991) 52.239-1 Privacy or Security Safeguards (Aug 1996) 52.242-13 Bankruptcy (July 1995) 52.243-1 Alt I Changes--Fixed Price (Aug 1987)- Alternate I (Apr 1984) 52.244-6 Subcontracts for Commercial Items (Dec 2013) 52.246-25 Limitation of Liability--Services (Feb 1997) 52.249-2 Termination for Convenience of the Government (Fixed-Price) (Apr 2012) 52.249-8 Default (Fixed-Price Supply and Service) (Apr 1984) 52.209-6 Protecting The Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment (Aug 2013) 52.204-13 System for Award Management Maintenance (Jul 2013) 52.209-10 Prohibition on Contracting With Inverted Domestic Corporations (May 2012) 52.219-28 Post-Award Small Business Program Rerepresentation (Jul 2013) 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013)

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

52.204-14 Service Contract Reporting Requirements (Jan 2014) 52.227-17 Rights in Data - Special Works (Dec 2007) 52.219-16 Liquidated Damages-Subcontracting Plan (Jan 1999) 52.219-9 Small Business Subcontracting Plan (Jul 2013) 52.219-4 Notice of Price Evaluation preference for HUBZone Small Business Concerns (Jan 2011) 52.225-5 Trade Agreements (Nov 2013) 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Dec 2013) 52.248-1 Value Engineering (Oct 2010) 52.222-49 Service Contract Act -- Place of Performance Unknown (May 1989) 52.227-3 Alt II Patent Indemnity (Apr 1984)- Alternate II (Apr 1984) 52.246-20 Warranty of Services (May 2001) 52.227-14 Alt II Rights in Data - General (Dec 2007) - Alternate II (Dec 2007) 52.217-9 Option to Extend the Term of the Contract (Mar 2000) 52.222-42 Statement of Equivalent Rates for Federal Hires (May 1989) I Contract Clauses J Attachments 52.209-7 Information Regarding Responsibility Matters (Jul 2013) 52.204-8 Annual Representations and Certifications (Jan 2014)

K.1 REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID DELINQUENT TAX

LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW

52.252-1 Solicitation Provisions Incorporated by Reference (Feb 1998) 52.215-16 Facilities Capital Cost of Money (June 2003) 52.222-46 Evaluation of Compensation for Professional Employees (Feb 1993) 52.215-22 Limitations on Pass-Through Charges -- Identification of Subcontract Effort (Oct 2009) 52.204-7 System for Award Manangement (Jul 2013) 52.222-24 Preaward On-Site Equal Opportunity Compliance Evaluation (Feb 1999) 52.215-1 Alt II Instructions to Offerors - Competitive Acquisition (Jan 2004) - Alternate II (Oct 1997) 52.216-1 Type of Contract (Apr 1984) 52.233-2 Service of Protest (Sept 2006) L Instructions, Conditions and Notices to Bidders 52.217-5 Evaluation of Options (July 1990) M Evaluation Factors for Award

Continuation Sheet

The successful bidder (Contractor) shall perform the effort required by the Statement of Work of this contract on a Firm Fixed Price (FFP) basis. The anticipated period of performance is a twelve (12) month base period for system design and implementation (the remaining base period months will be used for base year operations and maintenance services) and four (4), twelve (12) month option periods for operations and maintenance services. Not to exceed sixty (60) months total, if all options are exercised (to be exercised solely at the discretion of the Government).

Unless otherwise specifically stated herein, the contractor shall furnish all necessary supervision, personnel, equipment, materials, and other items necessary to satisfactorily perform the services as described herein.

Number Supplies or Services Quantity Unit Unit Price Total ( Inc. disc., tax, and fees)

0001 Solution / Systems Development 1.000000 JOB

Description:

The Offeror shall provide a total firm fixed-price for this contract line item (including all of it costs of performance and profit) to deliver a

VATRP solution, including a fully completed system design, necessary software, and system development. The offeror's price shall cover all services and other necessary items. All work shall be performed in accordance with the attached Statement of Objectives (SOO) and the Offeror's Performance Work Statement (PWS) developed thereunder.

The anticipated base period of performance for this work shall be twelve (12) months from the date of award. CLINs ##0001, 0002, and

0003 will share the same base year period of performance. After award, the contractor shall start work on CLIN #0001. Work on CLIN

#0002 shall not begin until CLIN #0001 is delivered and accepted in full. Work on CLIN #0003 shall not begin until CLIN #0002 is delivered and accepted in full. After delivery and acceptance of CLIN #0002, any remaining months in the base period will be used for base year operations and maintenance services, as set forth in CLIN #0003.

Reference Line: CPC1200002 - 0000

Number Supplies or Services Quantity Unit Unit Price Total ( Inc. disc., tax, and fees)

0002 Solution / Systems Implementation 1.000000 JOB

Description:

The Offeror shall provide a total firm fixed-price for this contract line item (including all of it costs of performance and profit) to completely implement the VATRP delivered under CLIN #0001. The offeror's price shall cover all services and other necessary items. All work shall be performed in accordance with the attached Statement of Objectives (SOO) and the Offeror's Performance Work Statement (PWS) developed thereunder.

The anticipated base period of performance for this work shall be twelve (12) months from the date of award. CLINs ##0001, 0002, and

0003 will share the same base year period of performance. After award, the contractor shall start work on CLIN #0001. Work on CLIN

#0002 shall not begin until CLIN #0001 is delivered and accepted in full. Work on CLIN #0003 shall not begin until CLIN #0002 is delivered and accepted in full. After delivery and acceptance of CLIN #0002, any remaining months in the base period will be used for base year operations and maintenance services, as set forth in CLIN #0003.

0003 Base Period - VATRP Operations and

Maintenance Services

12.000000 MO

Description: To begin once VATRP Solution / System is tested and accepted. Not to Exceed (NTE) 12 months.

The Offeror shall provide a firm fixed-price monthly price rate for this contract line item (including all of it costs of performance and profit) to deliver the VATRP Operations and Maintenance Services. All work shall be performed in accordance with the attached Statement of

Objectives (SOO) and the Offeror's Performance Work Statement (PWS) developed thereunder.

The anticipated base period of performance for this work shall be twelve (12) months from the date of award. CLINs ##0001, 0002, and

0003 will share the same base year period of performance. After award, the contractor shall start work on CLIN #0001. Work on CLIN

#0002 shall not begin until CLIN #0001 is delivered and accepted in full. Work on CLIN #0003 shall not begin until CLIN #0002 is delivered and accepted in full. After delivery and acceptance of CLIN #0002, any remaining months in the base period will be used for base year operations and maintenance services, as set forth in CLIN #0003.

The CO will unilaterally adjust the period of performance / exercise the option for CLIN #0003 based on the date that CLIN #0001 and

#0002 are both delivered and accepted in full.

0004 Option Period 1 - VATRP Operations and

Maintenance Services

12.000000 MO

Description:

The Offeror shall provide a monthly price rate for Option Period #1 - VATRP Operations and Maintenance Services. The offeror's monthly price rate shall include and cover everything for monthly Operations and Maintenance for the VATRP Platform; including all services, supplies, labor, and etc.

This is a Firm Fixed Price line item. All work shall be performed in accordance with the attached RFP Statement of Objectives (SOO) /

Offeror's Performance Work Statement (PWS).

Reference Line: CPC1200002 - 0000

0005 Option Period 2 - VATRP Operations and

Maintenance Services

12.000000 MO

Description:

The Offeror shall provide a monthly price rate for Option Period #2 - VATRP Operations and Maintenance Services. The offeror's monthly price rate shall include and cover everything for monthly Operations and Maintenance for the VATRP Platform; including all services, supplies, labor, and etc.

This is a Firm Fixed Price line item. All work shall be performed in accordance with the attached RFP Statement of Objectives (SOO) /

Offeror's Performance Work Statement (PWS).

0006 Option Period 3 - VATRP Operations and

Maintenance Services

12.000000 MO

Description:

The Offeror shall provide a monthly price rate for Option Period #3 - VATRP Operations and Maintenance Services. The offeror's monthly price rate shall include and cover everything for monthly Operations and Maintenance for the VATRP Platform; including all services, supplies, labor, and etc.

This is a Firm Fixed Price line item. All work shall be performed in accordance with the attached RFP Statement of Objectives (SOO) /

Offeror's Performance Work Statement (PWS).

Reference Line: CPC1200002 - 0000

0007 Option Period 4 - VATRP Operations and

Maintenance Services

12.000000 MO

Description:

The Offeror shall provide a monthly price rate for Option Period #4 - VATRP Operations and Maintenance Services. The offeror's monthly price rate shall include and cover everything for monthly Operations and Maintenance for the VATRP Platform; including all services, supplies, labor, and etc.

This is a Firm Fixed Price line item. All work shall be performed in accordance with the attached RFP Statement of Objectives (SOO) /

Offeror's Performance Work Statement (PWS).

Reference Line: CPC1200002 - 0000

B Pricing

Section B, contract line items / CLINs / pricing: Each price shall correlate to the line items presented in section B. Offerors shall separately state the cost to providing to FCC (and any successor contractor or entity serving as the VATRP Administrator) software and other data, including the use of source code, that is needed for the ef-fective design, building, use, operation and maintenance (O&M), and ongoing improvement of the VATRP. Li-censing fees, if any, shall be detailed and separately broken out.

Reasonable costs for travel will only be reimbursed with prior approval from the CO or COR. If travel is ap-proved by the CO or COR, the travel will be authorized and billed in accordance with the Federal Travel Regu-lation. Travel shall be invoiced as other direct costs and separate from the contracted services.

Section C - Continuation Sheet

C Statement of Objectives

See Attachment A for the Statement of Objectives (SOO). Due to regulatory and other pertinent standards, the Attachment also em-beds certain minimum technical specifications and functional requirements. See especially Attachment A, § 4.

Section D - Continuation Sheet

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 re-quest, 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):

http://www.acquistion.gov/far/

(End of clause)

D Packing

All physical deliverables shall be appropriately packaged to ensure their safe delivery and delivered to:

Contracting Officer's Representative (COR), TBA 9300 E. Hampton Drive, Capitol Heights, MD 20743 Attention: TBA email: TBA

Section E - Continuation Sheet

Clauses By Reference Clause Title

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

E Inspection and Acceptance

Inspection and acceptance of all work performance, reports and other deliverables under this contract shall be performed by the Contracting Officer or his designated representative or both. Unless otherwise specified by the Government, all correspondence, work performance, reports, and other deliverables shall be delivered to the Contracting Officer’s Representative at the address set forth in section G.1.

E.1 Notice Regarding Late Delivery

The Contractor shall notify the Contracting Officer as soon as it becomes apparent to the Contractor that a scheduled delivery will be late. The Contractor shall include in the notification the reason for late delivery, the expected date for the delivery and the project impact of the late delivery. The Contracting Officer will review the new schedule and provide guidance to the Contractor. Such notification in no way limits the Government’s other rights or remedies due to Contractor non-performance, including rights or remedies for inexcusable delay.

E.2 Inspection of Deliverables

All deliverables will be inspected for quality of content, completeness, accuracy and conformance to contract requirements by the Contracting Officer and/or his designated representative. The Government requires a period not to exceed fifteen (15) business days after receipt of final deliverable items for inspection and acceptance or rejection.

E.3 Acceptance, or Rejection, and Resubmission of Deliverables

Reports and other deliverables will be accepted when in full compliance with this contract, including general contract terms pertaining to the preparation of all reports and deliverables, specific contract terms bearing on the preparation and content of an individual report or other deliverable, and any inspection system proposed by the Contractor that is accepted by the Government covering the services under this contract.

If the Government finds that a draft or final deliverable does not conform to the requirements stated within this contract (including drafting and formatting errors that the Government regards as significant), the document may be immediately rejected without further review and returned to the Contractor within fifteen (15) business days for correction and resubmission. If the Contractor requires additional Government guidance to produce an acceptable draft, the Contractor shall arrange a meeting with the Contracting Officer and/or his designated rep-resentative.

Upon receipt of any comments or requested text changes by the Government, the Contractor shall have ten (10) business days to address any comments and adopt any text changes and to resubmit the deliverable in its final form.

Section F - Continuation Sheet

Clauses By Reference Clause Title

52.242-15 Stop-Work Order (Aug 1989)

52.242-17 Government Delay of Work (Apr 1984)

F Deliveries or Performance

F.1 Place of Performance

The place of performance shall be at Contractor’s offices (TBD), except for required meetings at the FCC Headquarters building and required meetings at the Service Providers’ offices. Contractor visits to TRS Service Provider location(s) and to the FCC must be coordinated and approved in advance by the COR. The contractor shall be required to display appropriate identification and sign in and out at FCC and to comply with reasonable security access requirements at Service Provider locations, when applicable.

F.2 Period of Performance

The anticipated period of performance for work shall be from the date of award with a twelve (12) month base period for system design and implementation (the remaining base period months will be used for base year op-erations and maintenance services) and four (4), twelve (12) month option periods for operations and mainten-ance services. Not to exceed sixty (60) months total, if all options are exercised. Option periods may be exer-cised at the unilateral discretion of the Government. Firm dates for the base period and option periods will be calculated with reference to the actual award date.

Section G - Continuation Sheet

G Contract Administration Data

G.1 Contracting Officer's Representative (COR)

The FCC’s COR is responsible for monitoring the Contractor's progress in fulfilling the requirements specified in this contract or order. The COR ensures that all required documentation and/or services and/or supplies are submitted or performed in accordance with the requirements of this contract or order. Should the Contractor fail to fulfill any contractual requirements, the COR shall inform the Contractor of such failure. The COR shall also inform the FCC’s Contracting Officer of any technical or contractual problems or delays. The COR also approves all invoices and performs final inspection and acceptance of all work performed and/or all supplies de-livered under this contract.

The FCC’s COR is not authorized to make any commitments or obligations on behalf of the FCC, including, without limitation, the exercise of options or the incurrence of any costs beyond the stated ceiling price(s) or fixed price(s). The COR shall not grant the Contractor permission to deviate from the requirements stated in the contract or order, and shall not direct the Contractor to perform any work beyond that stated in the contract or order.

By acceptance of this contract or order, the Contractor acknowledges and accepts the limited authority of the FCC’s COR, as specified herein. Further, the Contractor agrees that it will not accept any direction or instruc-tions from the COR that are expressly prohibited herein.

The FCC’s COR for this contract is TBA.

The COR’s address is:

Federal Communications Commission (FCC) Attn: TBA 445 12th Street SW, Washington, DC 20554 The COR can be reached on TBA (office) or via email TBA

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. Directions to the contractor which redirects the effort, shifts work emphasis between work areas, requires pursuit of certain lines of inquiry, fills in details or otherwise serves to accomplish the statement of objectives & performance work statement;

b. Provision of information to the contractor that assists in the interpretation of drawings, specifications or tech-nical 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 for which additional compensation is or may be required; (ii) constitutes a change as defined in the con-tract clause entitled “Changes”; (iii) in any manner causes an increase or decrease in the prices set forth in Sec-tion 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 busi-ness 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 by the COR is within one of the proscribed cat-egories in (i) through (iv) above, the contractor shall not proceed, but shall notify the Contracting Officer in writing, within 3 business 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 direc-tion.

Failure of the parties to agree upon the nature of the direction or upon the contract action to be taken with re-spect thereto shall be subject to the contract clause entitled “Disputes.”

G.3 Contractor Supervision

The Contractor shall provide total supervision of its staff. Government personnel are not authorized or permit-ted to supervise any Contractor personnel. The Contractor's Program Manager for this contract is TBA, who shall communicate with the COR to receive technical direction and guidance with respect to the Government's work requirements as set forth in the Statement of Objectives & Performance Work Statement and shall assure that these requirements are fulfilled. In the event the designated Program Manager is incapacitated due to ill-ness or injury or otherwise is to be removed by the Contractor during the contract performance, replacement of the incumbent Program Manager shall be subject to the approval of the Contracting Officer.

G.4 Restrictions and Standards of Conduct

When on FCC premises or accessing of FCC facilities, Contractor personnel shall abide by any applicable rules and regulations, including any applicable safety and security regulations.

G.5 Release of Claims

At the conclusion of this contract, and prior to final payment, the contractor shall furnish to the Contracting Of-ficer, a release of claims against the United States arising out of the contract, other than claims specifically ex-cepted from the operation of the release. Copies of the required form may be obtained from the Government’s Contracting Officer.

G.6 Invoices

See section H.6.

Section H - Continuation Sheet

H Special Contract Requirements

H.1 - Save Harmless and Indemnity Agreement

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

(b) Hold Harmless and Indemnification Agreement. The Contractor shall save and hold harmless and indemnify the Government against any and all liability and claims and costs of whatever kind and nature for injury to or death of any persons and for loss of or damage to any property occurring in connection with or in any way in-cidental to or arising out of the occupancy, use, service operation, or performance of work under the terms of this contract resulting in whole or in part from the negligent acts or omissions of the Contractor, any Subcon-tractor, or any employee, agent, or representative of the Contractor or Subcontractor.

(c) Contractor/Employees’ Property. The Contractor shall be responsible for the safety and health of its employ-ees.

H.2 - Key Personnel

(a) The personnel specified in the table below are considered essential to the work being performed under this contract. The Contractor may change or delete personnel listed as key personnel at the time of award or there-after with the written consent of the Contracting Officer, which consent will not be unreasonably withheld. A contract modification shall not be required.

(b) Before removing, replacing, or diverting any of the specified individuals, the Contractor shall notify the CO, in writing, before the change becomes effective. The Contractor shall submit information to support the pro-posed action to the CO. The Contractor shall not remove or replace personnel under this contract until the CO has had a chance to review, comment, and pass upon the proposed change.

The Key Personnel under this Contract are:

Program Manager

(End of clause)

H.3 Organizational and Personal Conflict of Interest, Confidentiality

H.3.1 Organizational Conflicts of Interest.

(a) Definition. Organizational conflict of interest means that because of other activities or relation-ships with other entities, a contractor or significant subcontractor is unable or potentially unable to render im-partial assistance or advice to the Government, or the contractor's objectivity in performing the contract work is or might be otherwise impaired, or a contractor has an unfair competitive advantage. The principles and proced-ures related to organizational conflicts of interest are set forth in FAR Subpart 9.5, but for ease of reference, il-lustrative examples are set forth in paragraphs (1)-(3) below.

(1) A contractor may be biased where its work under a government contract could entail evaluating its own products or services or those of an organizationally related entity. In these cases, the concern is that the firm's ability to render impartial advice to the government could, or would appear to be, undermined by the rela-tionship with the entity whose work product is being evaluated.

(2) If a firm, as part of its performance of a government contract, has been involved in the writing of a statement of work or has written a study directly leading to a statement of work, it would generally be precluded from providing the services covered by the statement of work. The primary concern is that the firm could skew the competition, whether intentionally or not, in favor of itself (or at the very least, a reasonable person could be concerned that the statement of work is biased in favor of the firm). It might also raise questions about the loy-alties and motivations behind the assistance provided or study undertaken if the contractor knows it may one day submit a product or service offering under the requirements (assuming limitations on future contracting are not specified).This type of situation could also raise a concern that the firm, by virtue of its special knowledge of the FCC's future requirements, would have an unfair advantage in the competition for those requirements.

(3) Another example of an organizational conflict of interest is when a firm has access to another firm’s proprietary information or other nonpublic information as part of its performance of a government con-tract, providing the firm with an unfair competitive advantage over the owner of the proprietary information or others in a later competition for a government contract.

(b) Warranty concerning, and disclosure of, organizational conflicts of interest.

(1) The Contractor warrants that, unless previously disclosed or disclosed under this clause, there are no relevant facts or circumstances known to it that pose or likely would pose an organizational conflict of in-terest under the rules and principles in FAR Subpart 9.5 with respect to its performance of this contract.

(2) If the Contractor identifies an actual or potential organizational conflict of interest during contract perform-ance that was not previously avoided, neutralized, or mitigated, and for which a waiver has not been granted, or there is a change to any relevant facts relating to a previously identified organizational conflict of interest, the Contractor shall make a prompt and full disclosure in writing to the Contracting Officer. Organizational con-flicts of interest that arise during performance of the contract, as well as newly discovered conflicts that existed before contract award, shall be disclosed promptly.

(3) Any disclosure under paragraph (b)(2) shall include a full description the parties, organizational relationships, contracts or other work, proprietary or other nonpublic information, and other information neces-sary to fully understand the nature and extent of the actual or potential organizational conflict of interest. The disclosure must address actual or potential organizational conflicts of interest relating to the Contractor’s entire corporate organization, including any parent company, affiliates, subsidiaries, and beneficial interests held by the Contractor. The disclosure statement shall describe how the Contractor proposes to avoid, neutralize, or mitigate such actual or potential organizational conflicts of interest.

(c) Termination. The FCC may terminate this contract, in whole or in part, if it deems such termina-tion necessary to end or avoid an actual or potential organizational conflict of interest. The FCC may terminate the contract for default, debar the Contractor from contracting with the Federal Government, or pursue such oth-er remedies as may be permitted by law or this contract if the Contractor:

(i) was aware, prior to award, of facts or circumstances that posed or likely would pose an organiza-tional conflict of interest, or

(ii) discovered an actual or potential organizational conflict interest after proposal submission or award; and

(iii) either did not make full disclosure such facts and circumstances or misrepresented the information to the FCC.

(d) Final Authority. The Contracting Officer is the final authority in determining whether an organiza-tional conflict of interest exists and whether the organizational conflict of interest has been, or can be, ad-equately avoided, neutralized, or mitigated.

(e) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (e), in subcontracts where the work includes or may include tasks related to the organizational conflict of in-terest.

(End of clause)

H.3.2 Personal Conflicts of Interest.

(a) Definitions.

Covered employee means an employee of the Contractor or of any of its subcontractors or any self-employed individual under contract to the Government.

Personal conflict of interest means a situation in which a covered employee has a financial interest, personal activity, or relationship that could impair that person’s ability to act impartially and in the best interest of the Government when performing under the contract or allow a covered employee to engage in self-dealing.

(1) Among the sources of personal conflicts of interest are—

(i) Financial interests of the covered employee, of close family members, or of other members of the covered employee’s household;

(ii) Other employment or financial relationships (including seeking or negotiating for prospective em-ployment or business); and

(iii) Gifts, including travel.

(2) For example, financial interests referred to in paragraph (1) of this definition may arise from—

(i) Compensation, including wages, salaries, commissions, professional fees, or fees for business refer-rals;

(ii) Consulting relationships (including commercial and professional consulting and service arrange-ments, scientific and technical advisory board memberships, or serving as an expert witness in litigation);

(iii) Services provided in exchange for honorariums or travel expense reimbursements;

(iv) Research funding or other forms of research support;

(v) Investment in the form of stock or bond ownership or partnership interest (excluding diversified mutual fund investments);

(vi) Real estate investments;

(vii) Patents, copyrights, and other intellectual property interests; or

(viii) Business ownership and investment interests

(b) Requirements. The Contractor shall—

(1) Have procedures in place to screen covered employees for potential personal conflicts of interest, by—

(i) Obtaining and maintaining from each covered employee, when the employee is initially assigned to the task under the contract, a disclosure of interests that might be affected by the task to which the employee has been assigned, as follows:

(A) Financial interests of the covered employee, of close family members, or of other members of the covered employee’s household.

(B) Other employment or financial relationships of the covered employee (including seeking or negotiating for prospective employment or business).

(C) Gifts, including travel; and

(ii) Requiring each covered employee to update the disclosure statement whenever the employee’s personal or financial circumstances change in such a way that a new personal conflict of interest might occur because of the task the covered employee is performing.

(2) For each covered employee, prevent personal conflicts of interest, including not assigning or allowing a covered employee to perform any task under the contract for which the Contractor has identified a personal con-flict of interest for the employee that the Contractor or employee cannot satisfactorily prevent or mitigate to the satisfaction of the FCC;

(3) Inform covered employees of their obligation to disclose and prevent personal conflicts of interest and to avoid situations creating an appearance of a lack of impartiality;

(4) Maintain effective oversight to verify compliance with personal conflict of interest safeguards;

(5) Take appropriate disciplinary action in the case of covered employees who fail to comply with policies es-tablished pursuant to this clause; and

(6) Report to the Contracting Officer any personal conflict of interest violation by a covered employee as soon as it is identified. This report shall include a description of the violation and the proposed actions to be taken by the Contractor in response to the violation. Provide follow-up reports of corrective actions taken, as necessary.

Personal conflict of interest violations include—

(i) Failure by a covered employee to disclose a personal conflict of interest;

(ii) Use by a covered employee of nonpublic information accessed through performance of a Government con-tract for personal gain; and

(iii) Failure of a covered employee to comply with the terms of a non-disclosure agreement.

(c) Mitigation or waiver. (1) In exceptional circumstances, if the Contractor cannot satisfactorily prevent a per-sonal conflict of interest as required by paragraph (b)(2) of this clause, the Contractor may submit a request through the Contracting Officer to the Head of the Contracting Activity for—

(i) Agreement to a plan to mitigate the personal conflict of interest; or

(ii) A waiver of the requirement.

(2) The Contractor shall include in the request any proposed mitigation of the personal conflict of interest.

(3) The Contractor shall—

(i) Comply, and require compliance by the covered employee, with any conditions imposed by the Government as necessary to mitigate the personal conflict of interest; or

(ii) Remove the Contractor employee or subcontractor employee from performance of the contract or terminate the applicable subcontract.

(d) Subcontracts. The Contractor shall include in any subcontract that exceeds the simplified acquisi-tion threshold a clause that conforms substantially to the language of this clause, including this paragraph, un-less otherwise authorized by the Contracting Officer. The terms ‘‘Contractor’’ and ‘‘Contracting Officer’’ shall be appropriately modified to reflect the change in parties.

(End of clause)

H.4 Post-Award Evaluation of Contractor Performance

Contractor Performance Evaluations:

1. Interim and final evaluations of contractor performance will be prepared on this contract in accordance with FAR 42.1502. The final performance evaluations will be prepared at the time of completion of work.

2. The Contractor can elect to review the evaluation and submit additional information or a rebuttal statement.

The contractor will be permitted 30 calendar days to respond. Contractor response is voluntary. If the contractor does not respond within 30 days, the Government will presume that the contractor has no comment. Any dis-agreement between the parties regarding an evaluation will be referred to an individual at a level above the Con-tracting Officer, whose decision is final.

3. 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 Communications Commission utilizes the Contractor Performance Assessment Reporting System (CPARS) to record and maintain past performance information. CPARS hosts a suite of web-enabled applica-tions that are used to document contractor performance information that is required by Federal Regulations. The CPARS module assesses performance on contracts for Systems, Services, Information Technology, and Opera-tions Support. The Architect-Engineer Contract Administration Support System (ACASS) module assesses per-formance on Architect-Engineer contracts. The Construction Contractor Appraisal Support System (CCASS) module assesses performance on Construction contracts. CPARS reference material can be accessed at http://www.cpars.gov/cparsfiles/cpars/refmatl.htm

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 eval-uation within the required 30-day time period.

After the FCC Contract Specialist registers the contract in CPARS, the contractor will receive a system gener-ated 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 con-tractor representative will receive an automated e-mail whenever an assessment is completed and can sub-sequently retrieve the completed assessment from CPARS.

Contractors may access evaluations at www.cpars.csd.disa.mil for review and comment in CPARS. Past Per-formance evaluations and any contractor response will be made available to other federal government agencies on the Past Performance Information Retrieval System (PPIRS).

(End of clause)

H.5 Nonpersonal Services Contract

This contract is a “nonpersonal services contract” as defined FAR Section 37.101. It is understood and agreed that the contractor and its employees, consultants and subcontractors shall:

1. Perform the services specified herein as independent contractors, not as employees of the Government;

2. Be responsible for their own management, supervision and administration of the work required, and bear sole responsibility for complying with all technical, schedule, or financial requirements or constraints attendant to the performance of this contract; and

3. Be free from any direct or indirect supervision or control by any Government employee.

Notwithstanding the immediately preceding paragraph, the Contractor shall comply with Government technical direction and other instructions exercised as a matter of right under this contract by authorized Government rep-resentatives, such as government direction as to correction of deliverables by the COR and approval rights for the replacement of key personnel by the Contracting Officer, and other direction of authorized Government of-ficers designated to ensure accomplishment of the contract requirements and objectives.

The contractor’s Program Managers shall communicate with the COR to determine the Government’s work re-quirements as set forth in Section C.

H.6 – Invoicing and Payment

(a) General. The Contractor agrees to accept payments due under this contract from the TRS Fund by the Commission’s TRS Fund Administrator and contractor. See 47 §§ 64.619(b)(2); 64.604 (c)(5)(iii); see gener-ally 47 U.S.C. § 225; 47 C.F.R. pt. 64, subpt. F. The address and contact information for the TRS Fund Admin-istrator is:

Rolka Loube Saltzer Associates 213 Market Street, 12th Floor Harrisburg, PA 17101 ATTN: David W. Rolka 717-231-6661 (voice) 888-811-6920 (fax) drolka@r-l-s-a.com (email)

(b) Submission of Invoices. The Contractor’s invoices must be submitted before payment can be made. An in-voice is the Contractor’s bill or written request for payment under the contract for supplies delivered or services performed. Monthly invoices for services rendered under this contract shall be submitted to the Federal Com-munication Commission billing office (the Travel Operations Group) by one of the following methods:

Method 1 (preferred) Method 2

E-mail invoices to:

FO-Einvoices@fcc.gov

Mail two copies of the invoice to:

Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Attention: TOG

(c) Copies of Invoices. Copies of invoices sent to the FCC billing office shall be furnished to the Contracting Officer and the Contracting Officer Representative on the same day.

(d) Invoice Content. Each monthly invoice shall cover an equal monthly installment of the specified period of performance for which services have already been performed. Partial deliveries are not contemplated, but pro-rata payments will be made by mutual agreement of the parties in the case of terminations or to make adjust-ments to billing, invoice, or payment cycles. To constitute a proper invoice, the invoice must include, on the in-voice itself or in attached documentation clearly referenced in the invoice, the following information and certi-fication:

(1) Name of business concern, invoice number, and invoice date;

(2) Contract number or authorization for delivery of property or performance of services (including contract line number and, if applicable, order number);

(3) Description, quantity, unit of measure, unit price, and extended price of supplies delivered or services per-formed;

(4) Shipping and payment terms;

(5) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper notice of assignment);

(6) Name, title, phone number, and complete mailing address of: (1) the individual of the firm to notify in the event of a defective invoice or to whom inquiries about the invoice can be made and (2) if different, of the of-ficer making the certification under paragraph (d)(8) below;

(7) Any other outstanding documentation or information required by this contract to be submitted with in-voices; and

(8) The following certification, which shall be signed and dated by a responsible official of the firm that can make the certification in good faith and with authority of the firm: “I certify that the items above have been de-livered in accordance with the contract, and that all charges are true, correct, and have not been paid previ-ously.”

(e) Action on Invoices. After the Government approves the invoice and accepts the contracted services, it will direct the TRS Fund Administrator to send payment.