FCC15R0016.pdf

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: _________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

PARTIAL FINAL

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

COMPLETE PARTIAL FINAL

36. PAYMENT 37. CHECK NUMBER

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 02/2012) BACK

Table of Contents

Section Description Page Number

CS Continuation Sheet FCCInvoicing Invoicing Instructions

FCC SCRTY STBLTY FCC SECURITY AND SUITABILITY PROCESSING

FCC KEY PERSONNEL KEY PERSONNEL

FCC LIMIT GOVT OBL LIMITATION OF GOVERNMENT'S OBLIGATION

FCC DOGI Contractor Promotional and Press Releases Relating to the Contract FCC SCRCP Federal Communications Commission Special Considerations Regarding Contract Performance FCC COR Contracting Officer's Representative

FCC NONPERSONAL SVC NONPERSONAL SERVICES CONTRACT

FCC HLD HARMLESS Hold Harmless and Indemnity Agreement

FCC UNPAID DELINQ REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID

DELINQUENT TAX LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW11

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights (Apr 2014) 52.204-2 Security Requirements (Aug 1996) 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (May 2011) 52.204-9 Personal Identity Verification of Contractor Personnel (Jan 2011) 52.204-13 System for Award Management Maintenance (Jul 2013) 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014) 52.227-14 Rights in Data - General (May 2014) 52.212-4 Contract Terms and Conditions--Commercial Items (Dec 2014) 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items (Mar 2015)

FCC NON-DISCLOSUE CONTRACTOR EMPLOYEE AND SUBCONTRACTOR EMPLOYEE

NON-DISCLOSURE AGREEMENT

52.212-3 Offeror Representations and Certifications--Commercial Items (Mar 2015) 52.204-17 Ownership or Control of Offeror (Nov 2014) 52.219-1 Small Business Program Representations (Oct 2014)

FCC UNPAID DELQ TAX LIAB REPRESENTATION BY CORPORATIONS REGARDING AN

UNPAID DELINQUENT TAX LIABILITY OR A FELONY CONVICTION UNDER ANY

FEDERAL LAW

52.204-7 System for Award Management (Jul 2013) 52.204-16 Commercial and Government Entity Code Reporting (Nov 2014) 52.204-18 Commercial and Government Entity Code Maintenance (Nov 2014) 52.212-1 Instructions to Offerors - Commercial Items (Apr 2014) Basis of Award

Continuation Sheet

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

0001 Part-time Interagency Liason 720.000000 HR

Period of Performance: 07/01/2015 - 06/30/2016

Description: Contractor shall provide 720 hours of Interagency Liaison services in accordance with the attached statement of work for this fixed price. Contractor shall work on a part-time basis, approximately 60 hours per month.

Reference Line: PSHSB15002 - 0000

0002 Travel 1.000000 LOT

Period of Performance: 07/01/2015 - 06/30/2016

Description: Travel: The Contractor may be required to travel in performance of under this contract.

Authorized and allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable only to the amount of this funded line item. Any other travel expenses are at the contractor's risk.

Reference Line: PSHSB15002 - 0000

0003 Part-time Interagency Liason 720.000000 HR

Period of Performance: 07/01/2016 - 06/30/2017

Description: Contractor shall provide 720 hours of Interagency Liaison services in accordance with the attached statement of work for this fixed price. Contractor shall work on a part-time basis, approximately 60 hours per month.

Reference Line: PSHSB15002 - 0000

0004 Travel 1.000000 LOT

Period of Performance: 07/01/2016 - 06/30/2017

Description: Travel: The Contractor may be required to travel in performance of under this contract.

Authorized and allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable only to the amount of this funded line item. Any other travel expenses are at the contractor's risk.

Reference Line: PSHSB15002 - 0000

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

0005 Part-time Interagency Liason 720.000000 HR

Period of Performance: 07/01/2017 - 06/30/2018

Description: Contractor shall provide 720 hours of Interagency Liaison services in accordance with the attached statement of work for this fixed price. Contractor shall work on a part-time basis, approximately 60 hours per month.

Reference Line: PSHSB15002 - 0000

0006 Travel 1.000000 LOT

Period of Performance: 07/01/2017 - 06/30/2018

Description: Travel: The Contractor may be required to travel in performance of under this contract.

Authorized and allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable only to the amount of this funded line item. Any other travel expenses are at the contractor's risk.

Reference Line: PSHSB15002 - 0000

Section G - Continuation Sheet

FCCInvoicing Invoicing Instructions

Invoicing Instructions.

Unless this contract does not require submission of an invoice for payment, the Contractor’s invoices must be submitted before pay-ment can be made. An invoice is the Contractor’s bill or written request for payment under the contract for supplies delivered or ser-vices performed. An invoice shall be prepared and submitted to the Federal Communication Commissions 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

FCC SCRTY STBLTY FCC SECURITY AND SUITABILITY PROCESSING

Security Requirements Suitability and Security Processing

1. General.

a. All Contractor personnel (sometimes rendered “contract personnel”) are subjected to background investigations for the pur-pose of suitability determinations. Based on their proposed duties, some Contractor personnel may also be required to have security clearance determinations. No Contractor personnel may be assigned to work on an FCC contract without a Favorable Preliminary Ad-judication determination by the FCC Security Operations Center (SOC). This includes a review of the OF 306, Declaration for Feder-al Employment (http://www.opm.gov/forms/pdf_fihl/of0306.pdf), or a written waiver from the SOC.

b. Suitability, waiver, and security clearance determination investigations are currently conducted through the SOC (202) 418-7884. If required, the individual contract employee will be provided with a review process before a final adverse determination is made. The FCC requires that any Contractor personnel found not suitable, or who has a waiver cancelled, or is denied a security clearance, shall be removed by the Contractor during the same business day that the determination is made.

c. If the Contractor personnel is re-assigned and the new position is determined to require a higher level of risk suitability than the Contractor personnel currently holds, the individual may be assigned to such position on a temporary and conditional basis while the determination is reached by the SOC. A new FCC Form A-600, “FCC Contractor Record Form” shall be completed for the new position.

d. Contractor personnel working as temporary hires (for ninety (90) days or less), must complete and receive a Favorable Pre-liminary Adjudication determination by the SOC. This includes a review of the OF 306 and completion of the Contractor personnel section of the FCC Form A-600. If, during the term of employment, the Contractor personnel will have access to any FCC Network application, the personnel must complete the mandatory FCC Initial Security Awareness Training (provided by the FCC Information Technology Center) and complete and sign the FCC Form A-200, “FCC Computer System Application Access Form,” and FCC Form A-201, “Computer System User Rules of Behavior.”

2. At Time of Contract Award.

a. The FCC Security Operations Center (SOC) must receive the completed and signed OF 306 for all proposed Contractor em-ployees at the time of contract award. NOTE: The OF 306 must be signed/dated no earlier than 30 days from the contract award date.

Resumes for all personnel proposed for assignment on the contract should be provided to the SOC prior to the time of the on-boarding process. The SOC requires a minimum of five (5) working days (from the date the forms are received) to process the OF 306 before any employee is allowed to begin work on the contract. A written waiver from the SOC may be obtained in special/extenuating cir-cumstances. All Contractor personnel, regardless of task description, must complete this form. Without an approved, completed OF 306 on file at the SOC, no contractor employee may begin work. An approved OF 306 is one that has resulted in a Favorable Prelim-inary Adjudication determination by the SOC. During the course of the SOC Preliminary Adjudication determination, the Contractor personnel may be interviewed by SOC staff regarding information on their OF 306 and shall cooperate on answering any questions asked or furnishing any written documents requested.

b. Additional Requirements for Non-U.S. Citizens. In addition to the OF 306 and A-600; the Contractor must provide the fol-lowing information on all proposed contractor employees who are not U.S. Citizens, at the time of Contract Award;

(1) Copy of Proof of Legal Status in the U.S.; i.e., foreign passport w/visa, alien registration (Green Card), Permanent Resident Alien Identification Card, or other immigration document. NOTE: Document language must indicate the individual can work in the U.S.

(2) Sponsorship Letter from the Contracting Company identifying the individual as a Non-U.S. Citizen working for the Contracting Company.

(3) Copy of resume’ or other proof that the individual has been in the U.S. at least three (3) years (consecutively), prior to applying for the current FCC Contract position.

(3) A completed SF 85, Questionnaire for Non-Sensitive Positions. NOTE: At On-Boarding, Risk Designation de-termination may require completion of SF 85P, Questionnaire for Public Trust Positions, or completion of SF 86, Questionnaire for National Security Positions (e-QIP).

c. In addition, the Contractor is responsible for submission of completed, signed computer security forms for each employee prior to that person beginning work on the contract (in accordance with FCC Instruction 1479.4, FCC Cyber Security Program and its associated Information Technology Center (ITC) Cyber Security Policy. These forms should be submitted to the FCC Cyber Security Program Office after the Contractor completes the mandatory FCC Initial Security Awareness Training.

d. The COR shall begin processing their section of the FCC Contract Personnel Record (FCC Form A-600) at this time. This form, with the COR and CO portions completed, will be distributed at the time of contract award and must be submitted to the SOC within ten (10) working days.

e. The Office of Personnel Management (OPM) will issue a Certification of Investigation (CIN) following the appropriate background investigation. The SOC will notify the COR and CO, and the contractor personnel of the Final Adjudication determina-tion, and provide instructions depending on whether the Final Adjudication is favorable or unfavorable.

3. Identity Proofing, Registration and Checkout Requirements.

a. Locator and Information Services Tracking (LIST) Registration.

(1) The FCC Security Operations Center (SOC) maintains a Locator and Information Services Tracking (LIST) data-base, containing contact information for all Commission and Contractor employees, regardless of work location. The Contractor em-ployee’s FCC Form A-600, “FCC Contractor Record Form” captures the information for data entry into the LIST system.

b. On-Boarding Process.

(1) Following the processing of the OF 306 and a Preliminary Favorable Suitability Adjudication determination (unless waived), the Contractor personnel shall report to the SOC for identity verification and access badge issuance on their first scheduled workday.

(2) All new Contractor personnel must be escorted to the SOC by either the COR or CO responsible for the contract.

At this time, the Contractor personnel must present two (2) forms of identification; one of which must be a picture ID issued by a State or the Federal government. The other piece of identification should be the original of one of the following;

U.S. Passport (unexpired) Certificate of U.S. Citizenship (Form N-560 or N-561) Certificate of Naturalization (Form N-S 50 or N-S 70) School ID Voter Registration Card U.S. Military Identification Card U.S. Military Family Member Identification Card U.S. Coast Guard Merchant Mariner Card Native American Tribal Association documents U.S. Social Security Identification Card Certificate of Birth Abroad, (Form FS-545 or Form DS-1350) Original or certified copy of a birth certificate, bearing an Official Seal

(3) After identity verification, the individual shall complete the Fingerprint Card form, PD 258, the Fair Credit Report Act Form, and be photographed and issued the appropriate access badge.

(4) At this time the Contract employee will be given one of the following forms, based on the security risk designation for the proposed support position/classification, to complete and return to the SOC within seven (7) business days;

(1) Low Risk Positions – SF 85, Questionnaire for Non-Sensitive Posi-tions.

(2) Moderate Risk Positions – SF 85-P, Questionnaire for Public Trust Positions.

(3) High Risk Position/Secret or Top Secret Security Clearances – Standard Form (SF) 86, Questionnaire for Sensitive Positions (FCC util-izes the automated e-QIP Program).

(5) For any Contractor employee whose name is provided to the Commission for security investigation at the Moderate- or High-Risk level, who subsequently leaves the subject contract due to Contractor or Contractor employee decision within the first year, the Contractor shall reimburse the Commission for the cost of the investigation. If the contract or task order is scheduled for completion in under one year and the Contractor employee for whom a security investigation has been done leaves prior to the work being completed, the Contractor and the SOC shall agree on a pro-rated amount for reimbursement. The cost may range from approximately $400.00 (Moderate Risk) to $3,200.00 (High Risk). The Contractor will be provided a copy of the investigation invoice with the reimbursement request.

c. Monthly Contractor Personnel Reports.

(1) The monthly report verifying Contractor personnel working at the FCC is a crucial element in the agency’s compli-ance with Homeland Security Presidential Directive (HSPD) 12. The format for the Monthly Contractor Report will be provided to the COR and CO. The Monthly Report is due to the SOC no later than the 3rd working day of the month following the reporting month. Accurate and timely reporting are required as part of the ongoing FCC access control efforts as mandated by HSPD-12 and Implementing Directives.

(2) The Contractor’s Program/Project Manager shall submit a Contractor personnel list to the SOC on the third work-ing day of each month. This report shall be identified by the contract name and FCC Contract number, and shall list all the Contractor employees working at the FCC in the immediately previous month.

(3) The Report shall highlight or list in some way those individuals who are no longer employed by the Contractor or who are no longer working on the subject contract, as well as any additional Contractor personnel who have been successfully pro-cessed for work on the contract by the SOC since the previous report.

(4) The report shall be delivered electronically in MS Excel Format (as per example provided) as an Attachment to an E-Mail. The E-Mail should contain a statement of certification of accuracy and may originate with the Contract Program/Project

Manager, but must be verified by the FCC COR for the Contract.

(5) No later than the 15th of each month, the SOC will notify the Contract Program/Project Manager, and the COR, to verify the Report was received on time, and whether there were any errors on the Report. Failure to submit the Report accurately, and on time, will result in notification made to the FCC Contracting Officer, recommending negative contract evaluation against the Con-tractor.

d. Departure/Checkout Processing.

(1) The Contract COR is the FCC POC for the departure/checkout process. The COR is required to send an e-mail to “Sign-Out” when a Contractor employee departs the FCC.

(2) This process verifies the access badge has been returned to the SOC by the Contractor personnel.

(3) If the checkout processing is not completed by the Contractor employee, the Contractor shall take action to ensure this action is completed no later than 30 calendar days after the employee’s departure from the FCC.

(4) Failure by the Contractor to properly out-process their personnel will result in notification made to the FCC Contracting Officer, recommending negative contract evaluation against the Contractor.

(5) The Contractor shall be liable for any damages arising from a failure to ensure that the checkout processing occurs within the thirty (30) calendar days of the Contractor employee’s departure from the

FCC.

e. Cyber Security.

(1) The Contactor shall ensure that:

(a) All Contractor employees assigned to this contract, that are required by their duties to be issued an FCC Computer Network Account, obtain, read, understand, and acknow-ledge compliance with the Policy and Procedures of FCC Instruction 1479.4, Cyber Se-curity Program and its associated Information Technology Center (ITC) Cyber Security Policy. These documents outline required safeguards for the protection of agency-sens-itive and mission-critical data. All Contractor employees must complete ITC-provided FCC Initial Security Awareness Training prior to being granted access to FCC networks and applications.

(b) All Contractor employees complete and submit to the FCC OMD-ITC, all forms re-quired to gain access to, or modify, server computer systems access. Forms include FCC Computer System Office Application and/or System Access Form, FCC Form A-200 (used to identify the user requesting access to FCC computer resources), FCC Computer System Access Acknowledgement and Form A-201 (used to verify user’s obligations to secure the Commission’s computer system and data).

(c) All Contractor access to FCC computer systems is requested in accordance with policy and procedures and limited to “as needed” to perform official requirements under the Contract.

(d) All Contractor personnel protect the confidentiality, integrity, and availability of FCC information systems and data accessed to perform official requirements under the Con-tract and that all Contractor personnel ensure that computer systems, related hardware, software, and authorizations are not modified without the expressed written consent of the FCC.

FCC KEY PERSONNEL KEY PERSONNEL

Key and Required Personnel

This contract requires a number of Key and Required Personnel for the contract. Required Personnel are those positions that the Con-tractor must provide for the appropriate CLIN/Task area. Key Personnel are a sub-set of Required Personnel that have more stringent replacement conditions than other Required Personnel or other types of positions. The Contractor agrees to use the Key Personnel during the performance of the resultant task order on a full-time basis and shall not remove them from the contract work, replace them, or supplement them with additional personnel, unless authorized in accordance with the following provisions:

a) The Contractor shall not substitute Key Personnel assigned to perform work under this contract without prior ap-proval of the Contracting Officer (CO). Requests for approval of substitutions shall be made in writing to the CO, shall provide a detailed explanation of the circumstances necessitating the proposed substitution, and shall be made suffi-ciently enough in advance to provide effective notice purposes consideration of alternatives by the Government and discussions with the Contractor. Requests must contain a complete resume for the proposed substitute, and any other information as requested by the CO. Proposed substitutions shall have qualifications that are equal to or higher than the key personnel being replaced. The CO shall evaluate such requests and promptly notify the Contractor in writing whether the proposed substitution is acceptable or not.

b) If the CO determines that: (1) suitable and timely replacement of key personnel who are to be reassigned, termin-ated, or have otherwise become unavailable for the contract work is not reasonably forthcoming, or (2) the substitution would be so substantial as to impair the successful completion of the contract or task order in accordance with the pro-posal accepted by the Government at the time of contract award, the CO may terminate the contract or order for default or cause, in full or in part, after taking the appropriate action prescribed by the FAR (e.g. “cure letter”).

c) The Contractor will be excused from the advance notice provisions of this clause for substitutions necessitated by Acts of God or other emergent conditions (e.g., death or incapacitation of the employee, family emergencies of the em-ployee).

d) The Contractor shall incorporate in its subcontracts such provisions and clauses as are necessary to comply with this clause where the Contractor proposes subcontractor personnel as Key Personnel.

See Statement of Work for list of Key Personnel.

FCC LIMIT GOVT OBL LIMITATION OF GOVERNMENT'S OBLIGATION

LIMITATION OF GOVERNMENT’S OBLIGATION

(a) This contract is incrementally funded. Of the total price for this contract, only the funded (obligated) amount is presently available for payment and obligated under this contract. It is anticipated that from time to time, additional funds will be obligated under this contract by subsequent contract modifications until the contract is fully funded.

(b) The Contractor agrees to perform the contract up to the point at which the total amount paid and payable by the Government, in-cluding any amounts payable by the Government in the event of termination for convenience, approximates but does not exceed the total amount funded/obligated pursuant to this clause. The Contractor is not authorized to continue work beyond that point. The Gov-ernment’s legal liability under this contract, inclusive of any amounts payable pursuant to the FCC’s termination for its convenience, is limited to the amount funded/obligated pursuant to this clause. Any costs expended or incurred beyond the Government’s limitation of obligation are solely at the Contractor’s risk.

(c) The Contractor shall notify the Contracting Officer by e-mail at least thirty days prior to the date when, in the Contractor’s best judgment, the work will reach the point at which the total amount paid and payable by the Government, including any amounts pay-able by the Government in the event of termination for convenience, will approximate 80 percent of the total amount then obligated to the contract pursuant to this clause. The Contractor’s notification shall state: (1) the estimated date when that point will be reached;

and (2) an estimate of additional funding, if any, needed to continue performance of the contract up to the next scheduled date for ob-ligation of funds identified in paragraph (j) of this clause, or to a mutually agreed upon substitute date.

(d) When additional funds are obligated for continued performance of the contract, the contract will be modified by the Contracting Officer to state the revised total of funds obligated to the contract and to indicate the period of contract performance which will be covered by the obligated funds. The provisions of paragraph (b) through (d) of this clause shall apply to the revised total of obligated funds and any agreed substitute date.

(e) If, solely by reason of failure of the Government to obligate additional funds in amounts sufficient for the timely performance of the contract, the Contractor incurs additional costs or is delayed in the performance of work under this contract, and if additional funds are obligated to the contract, an equitable adjustment may be negotiated to the price, time of delivery, or both.

(f) Once a contract period (base period or option period) is fully funded, this clause shall become inoperative for the remainder of that contract period, except with regard to rights or obligations concerning equitable adjustments negotiated under paragraph (e) of this clause. This paragraph shall not preclude operation of the clause in any subsequent option period that is incrementally funded.

(g) Nothing in this clause shall affect the Government’s right to terminate the contract for convenience or cause, or default, pursuant to this contract.

(h) Nothing in this clause shall be construed as authorization of voluntary services whose acceptance is otherwise prohibited under 31 U.S.C. § 1342.

(i) The terms of this clause shall apply to each option period of the contract that is exercised and incrementally funded.

FCC DOGI Contractor Promotional and Press Releases Relating to the Contract

Contractor Promotional and Press Releases Relating to the Contract.

(a) Except as set forth in the clause titled Access to Nonpublic Information and its Release (if included in this contract), the FCC does not review for accuracy or approve any statements made in contractor press releases or other promotional material relating to the Contractor’s performance under this contract or the value or importance of its services or goods provided to the FCC under this contract, nor does the FCC endorse any particular contractor or the goods or services provided by any contractor, except as allowed by 5 C.F.R. § 2635.702(c)(1)-(2).

(b) The Contractor shall not publish, distribute, or permit to be published or distributed, any press release, promotional ac-count, or statement that contains information attributed to, or quotations from, FCC personnel or the FCC itself relating to the Con-tractor’s performance under this contract or the value or importance of its services or goods provided to the FCC, unless the informa-tion is derived from a Government-wide past performance information system, is used in proper context, and is fair and accurate. In-formation contained on past performance questionnaires may be used only as approved by the Contracting Officer.

(c) Any press release, promotional material, or statement published or distributed by the Contractor that relates to this contract shall contain the following disclaimer, which shall be clearly displayed:

Disclaimer: This disclaimer is required by Contract No. [Contract No]. The Federal Communications Commission (FCC) has not re-viewed or approved any statement in this document for accuracy or validity. The FCC and its employees do not endorse goods or ser-vices provided by this firm or any other firm, except as allowed by 5 C.F.R. 2635.702(c)(1)-(2), which do not apply here.

FCC SCRCP Federal Communications Commission Special Considerations Regarding Contract Performance

Special Considerations Regarding Contract Performance

The contractor and its employees and subcontractors shall only conduct business covered by this contract during periods paid for by the FCC, and shall not conduct any other business on FCC premises. Contractor personnel shall abide by the normal rules and regula-tions applicable to FCC buildings and information technology infrastructure (e.g. e-mail and local-area-network), including all safety and security regulations.

FCC COR Contracting Officer's Representative

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 or-der. 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 delivered 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 instructions from the COR that are expressly prohibited herein.

The FCC’s COR for this contract or order is Ronnie Banks. The COR may be reached via telephone at 202-418-1099, or, via email at Ronnie.Banks@fcc.gov.

Section H - Continuation Sheet

FCC NONPERSONAL SVC NONPERSONAL SERVICES CONTRACT

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 FCC;

2. Be responsible for their own management, supervision and administration of the work required, and bear sole re-sponsibility for complying with all technical, schedule, or financial requirements or constraints required for the per-formance of this contract; and,

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

Notwithstanding the immediately preceding paragraph, the Contractor shall comply with Government technical direction and other in-structions exercised as a matter of right under this contract by authorized Government representatives, 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 oth-er direction of authorized Government officers designated to ensure accomplishment of the contract requirements and objectives. The contractor’s Project Manager(s) or other designated personnel shall communicate with the COR to confirm the FCC’s work require-ments as set forth in this contract.

FCC HLD HARMLESS Hold Harmless and Indemnity Agreement

Hold 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, sup-plies, 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 rep-resentative of the Contractor 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 incidental to or arising out of the occupancy, use, service opera-tion, 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 Subcontractor, 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 employees.

FCC UNPAID DELINQ REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID DELINQUENT TAX

LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW

REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID DELINQUENT TAX LIABILITY OR A FELONY CON-

VICTION UNDER ANY FEDERAL LAW

(a) In accordance with sections 630 and 631 of Division B of the CONSOLIDATED APPROPRIATIONS ACT, 2015, Pub. L. No.

112-74, 125 Stat. 786, 928 (2011), as extended by the CONSOLIDATED AND FURTHER CONTINUING APPROPRIATIONS ACT, 2013, Pub. L. No. 113-6, Div. F, Tit. I, 127 Stat. 198, 412 (2013), none of the funds made available by that Act may be used to enter into a contract with:

(1) Any corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority respons-ible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless the agency has considered suspension or debarment of the corporation and made a determination that this further action is not necessary to protect the interests of the Government.

(2) Any corporation that was convicted, or had an officer or agent of such corporation acting on behalf of the corporation convicted, of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the convic-tion, unless the agency has considered suspension or debarment of the corporation, or such officer or agent, and made a determination that this further action is not necessary to protect the interests of the Government.

(b) By accepting this order, the Contractor represents and warrants that:

(1) It is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative rem-edies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability.

(2) It is not a corporation that was convicted, or had an officer or agent of such corporation acting on behalf of the corporation con-victed, of a felony criminal violation under any Federal law within the preceding 24 months.

Clauses By Reference Clause Title

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights

(Apr 2014)

52.204-2 Security Requirements (Aug 1996)

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (May 2011)

52.204-9 Personal Identity Verification of Contractor Personnel (Jan 2011)

52.204-13 System for Award Management Maintenance (Jul 2013)

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

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

Section I - Continuation Sheet

52.212-4 Contract Terms and Conditions--Commercial Items (Dec 2014)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this con-tract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Gov-ernment may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exer-cise its post-acceptance rights--

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agree-ment on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reason-able control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this con-tract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Trans-fer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, includ-ing costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.--

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall--

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the--

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if--

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the de-mand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on--

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisi-tion Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

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

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon ac-ceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particu-lar purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regu-lations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limita-tions on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following or-der:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM). (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete.