HT9404-12-R-0004_Distributed Learning SOLICITATION.pdf

HT9404-12-R-0004

Section B – Supplies or Services and Prices

ITEM

NO

SUPPLIES/SERVICES MAX

QUANTITY

UNDEFINED

UNIT UNIT PRICE MAX AMOUNT

EA

Distributive Learning Support Services

COST

In accordance with the attached statement of work (SOW) outlined is Section C, the

Uniformed Services University of the Health Sciences (USUHS) has a requirement to provide support as we are tasked to translate and present appropriate courses through a distributive learning format. The support to be provided by the Contract will include, but not be limited to:

Subject Matter Experts;

Technical expertise and support;

Faculty development;

Course translation;

Course observations;

Course development;

Training;

Equipment;

Supplies and materials; and

Administrative assistance

FOB: Destination

The period of performance is 20 September 2012 to 19 September 2013

MAX COST

SUPPLIES/SERVICES MAX

QUANTITY

UNDEFINED

UNIT UNIT PRICE MAX AMOUNT

OPTION

Option Year 1 provide support as we are tasked to translate and present appropriate courses through a

Faculty development;

Course translation;

Course observations;

Course development;

Training;

Equipment;

The period of performance is 20 September 2013 to 19 September 2014

SUPPLIES/SERVICES MAX

QUANTITY

UNDEFINED

UNIT UNIT PRICE MAX AMOUNT

Option Year 2 provide support as we are tasked to translate and present appropriate courses through a

Faculty development;

Course translation;

Course observations;

Course development;

Training;

Equipment;

The period of performance is 20 September 2014 to 19 September 2015

SUPPLIES/SERVICES MAX

QUANTITY

UNDEFINED

UNIT UNIT PRICE MAX AMOUNT

Option Year 3 provide support as we are tasked to translate and present appropriate courses through a

Faculty development;

Course translation;

Course observations;

Course development;

Training;

Equipment;

The period of performance is 20 September 2015 to 19 September 2016

SUPPLIES/SERVICES MAX

QUANTITY

UNDEFINED

UNIT UNIT PRICE MAX AMOUNT

provide support as we are tasked to translate and present appropriate courses through a

Faculty development;

Course translation;

Course observations;

Course development;

Training;

Equipment;

The period of performance is 20 September 2016 to 19 September 2017

Section C - Descriptions and Specifications

Statement of Work

Support Education & Technology Innovation Support Office (ETI)

A. Overview

The Uniformed Services University of the Health Sciences (USUHS) located on the grounds of the

Walter Reed National Military Medical Center (WRNMMC), Bethesda, Maryland is a medical school which provides a year-round, four-year curriculum. Doctoral and Master’s degrees in the biomedical sciences and public health are awarded by interdisciplinary and department-based graduate programs within the School of Medicine. The USUHS Graduate School of Nursing offers such programs as Master of Science in Nursing degree in Nurse Anesthesia, Family Nurse Practitioner, and a Ph.D. degree in

Nursing Science.

In recognition of the need for academic institutions to provide support for instruction, curriculum, and education technology, many accreditation bodies, such as The Commission on Collegiate Nursing

Education (CCNE), the Higher Learning Commission, and the Middle States Commission of Higher

Education, require specific documentation of this support during the accreditation review process.

(CCNE, 2009; Middle Stales Commission of Higher Education, 2009; Higher Learning Commission, 2003). Such support is crucial to enable the proper implementation of instruction, curriculum, and education technology in ways that enhance the educational experience of both students and faculty; the

Association of American Medical Colleges (AAMC) calls for medical educators to ensure that

"educational theory guides and supports their use of technology" (AAMC, 2007).

B. Background

In an effort to build an even better institution, the USUHS F. Edward Hebert School of Medicine is revising its program in response to a changing medical landscape. The new design forms a tighter link between the basic and clinical sciences. Students will also begin clerkships sooner under the new curriculum. This change as well as requirements through accreditation highlights the need for faculty support services found through the Education & Technology Innovation Support Office (ETI).

A study by the Alfred P. Sloan Foundation (Seaman, 2009) found that ―during the past decade, online learning has begun to weave into the fabric of higher education and has become the fastest growing segment.‖ The growth in distributed learning and other educational uses of technology stems at least in part from the expectations of students; a recent study of the role of technology in higher education found that technologies students wanted to use in college included course management systems, digital content, off-campus network access, interactive whiteboards, and recorded class lectures (CDW-G, 2010).

Given this landscape, a modern educational institution must rely on technology, both as a delivery system for educational materials and as an instructional medium that allows students to apply and extend their knowledge by interactions with course materials, instructors, and each other. In recognition of the need for academic institutions to provide support for instruction, curriculum, and education technology, many accreditation bodies, such as The Commission on Collegiate Nursing Education (CCNE), the Higher

Learning Commission, and the Middle States Commission of Higher Education, require specific documentation of this support during the accreditation review process. (CCNE, 2009; Middle States

Commission of Higher Education, 2009; Higher Learning Commission, 2003). Such support is crucial to enable the use of technology in ways that enhance the educational experience of both students and faculty; the Association of American Medical Colleges (AAMC) calls for medical educators to ensure that ―educational theory guides and supports their use of technology‖ (AAMC, 2007).

In 2006, in order to support the growing use of distributed learning and educational technology, USUHS established a faculty support center called the Education and Technology Innovation Support Office

(ETI). The ETI has an integrated team of instructional designers, developers, and media specialists who partner with faculty to use educational technology effectively. It is currently staffed 100% by contractors, the contracts having been funded with execution freed money from other parts of the MHS. Ultimately, ETI should be an integral part of the office of the CIO and so fully integrated with Learning Management

Systems and other forms of Academic Computing; staffed with government personnel and supplemented with contractors, but this will require a commitment of permanent government resources.

There are barriers to implementation of this overall vision. The failure to attract new resources from the

Military Health System limits the easiest means of establishing these new services. Current budgets are under significant pressure and so internal realignment has not yet freed resources for the purpose of distributed education. The faculty is (largely along generational lines) divided on how much student desires and expectations should shape alignment of resources and teaching techniques.

The interim plan is to continue 100 % contract-supported work until government resources have been procured. To date the ETI has supported development of distributed learning courses and the use of educational technology in (but not limited to) Preventive Medicine, Nursing, Radiology, Military and

Emergency Medicine, Pediatrics, Family Medicine, Psychiatry, and Pathology as well as in faculty professional development. The ETI has also co-authored papers and developed presentations about their work with faculty in order to share knowledge with the greater educational community.

Other universities have the option of using Distance Learning as a revenue resource, or can make the programs at least self funding. Within the federal government this is difficult and perhaps impractical since by law federal employees, receiving education at government expense, are liable for further government service obligations. The rules for civilian employees and military members are different in law, but such rules will apply to any educational programs created by the University. Because of these complexities, the university is exploring several different possible paths to full implementation and thus our distance learning strategy remains a work in progress.

C. Specifications

In order to provide support for instruction, curriculum, and education technology as well accreditation needs occurring in curriculum reform, and new program development and the growing faculty and staff this Contract requests that the contractor assist the appointed Contracting Officer Representative (COR) in the implementation of ETI through such elements as:

I. Curriculum and Course Enhancement

Upon approval from the COR, engagement in large scale class and laboratory observations and review courses, of assigned student activities, course syllabi and instructional materials will occur for selected projects based on COR approval and funding.

In order to meet this goal the contractor will recruit a team of graduate educated instructional designers and technical experts, with knowledge of and experience in military medical education.

This team will be led by an experienced Leadership Team, to include a project manager, instructional design team leader, and a Technical design integration lead for the technology support group, all with an advanced degree in higher education (or equivalent) and substantial

(greater than 10 years) experience in both technologically mediated educational support and project management.

Professional and higher education in health care and the military both create vocabulary and accreditation based, program of instruction specific expectations so documented experience in these environments is a must for the majority of leadership team. The Leadership team will be supported by tactical personnel necessary to meet the workload in a timely way.

The ETI team will meet with faculty members at request; develop a project paper on distributed education technologic support in conjunction with the faculty member, the project paper will describe the work to be done, the resources required, the expectations of the faculty member for provision of cognitive content and educational goals and objectives, and the time line for completion. Such time lines will take into all other work approved by the COR and the team assets available.

Faculty driven projects may include individual student encounters, i.e. lectures, seminars, demonstrations, or whole courses; some faculty projects may include travel and research approvals; all will require application of adult learning concepts, creativity and exceptional presentation skills.

The team will translate current or conceived pedagogic experiences into distributed education experiences for use in distance or blended formats. It will provide technical support in designing materials and placing and updating them in distributed platforms, especially the University’s

SAKAI Learning Management System.

II. Professional Enrichment

Coordinate and provide USU faculty and staff with professional enrichment and professional development sessions. Typical activities include but are not limited to the following:

o Hosting a maximum of two Professional Development Sessions/workshop and/or brown bags.

o If requested present at Education Day on work being done.

o Develop and deploy at direction of COR Learning Management System aids, training and courses.

o As requested, evaluate current educational offerings; prepare suggestions for faculty and administration consideration on means of augmenting and improving current offerings and / or outline translation of current offerings in distributed or blended formats.

o Provide expertise, educational and technical, in software evaluation for course use and program evaluation; support and consult as requested with Chief Knowledge Officer on technical support of educational programs at the University.

III. Educational Research

Coordinate and provide, as requested, USU faculty and staff with professional expertise in educational research theory and methods and experienced collaborators to assist with design, approval, implementation, reporting, and evaluation of new educational approaches and ventures.

IV. Plans & Reports

Annually develop a draft revised strategic plan as well as deliver a final revised strategic plan.

Develop and maintain a Program Management Plan (PMP) that clearly defines how tasking, quality assurance and risk, will be managed and controlled. The PMP is a living document but will have an initial version delivered to USU within 60 calendar days of award.

Every four (4) months, an In Process Report (IPR) will be provided to the COR. Conduct IPRs commencing four (4) months, at USU. Develop and provide an agenda to the USU Technical

Point of Contact four (4) calendar days prior to each IPR and will provide minutes from the IPR within 30 calendar days after the IPR

V. Management & Oversight

Coordinate and provide management of staff working off site and on site, assure quality control and effective delivery of educational products with a minimum of government oversight and coordination. Recruit personnel who meet government security requirements and who can travel to meet the expectation of presentation at meetings where approved educational research is presented by faculty collaborators.

D. Period of Performance

The period of performance (POP) will be a base year and four 12-month option periods. The POP is as follows:

o Base Year: 20 September 2012 – 19 September 2013 o Option Year 1: 20 September 2013 – 19 September 2014 o Option Year 2: 20 September 2014 – 19 September 2015 o Option Year 3: 20 September 2015 – 19 September 2016 o Option Year 4: 20 September 2016 – 19 September 2017

References

Association of American Medical Colleges. (AAMC) (2007). Effective Use of Educational

Technology in Medical Education Colloquium on Educational Technology: Recommendations and Guidelines for Medical Educators AAMC Institute for Improving Medical Education March

2007. Retrieved March 10, 2010 from https://services.aamc.org/publications/showfile.cfm?file=version80.pdf&prd_id=184&prv_id=224

&pdf_id=80.

CDW-G. (July 19, 2010). The 2010 21st-Century Campus Report: Campus 2.0. Retrieved on August 17, 2011 from http://newsroom.cdwg.com/features/feature-07-19-10.html.

Commission on Collegiate Nursing Education. (2009). Standards for Accreditation of Baccalaureate and

Graduate Degree Nursing Program. Retrieved on May 30 2011 from http://www.aacn.nche.edu/accreditation/pdf/standards09.pdf.

The Higher Education Commission. (2003). The Handbook of Accreditation, Third Edition. Retrieved

May 25, 2011 from http://www.ncahlc.org/information-for-institutions/accreditation.html.

Seaman, J. (2009). , ―Online Learning as a Strategic Asset,‖ Volume II: The Paradox of Faculty Voices:

Views and Experiences with Online Learning, Association of Public and Land-Grant Universities, Sloan

Consortium, and Babson Survey Research Group. Retrieved August 24 th , 2010 from http://sloanconsortium.org/publications/survey/APLU_Reports.

https://services.aamc.org/publications/showfile.cfm?file=version80.pdf&prd_id=184&prv_id=224&pdf_id=80 https://services.aamc.org/publications/showfile.cfm?file=version80.pdf&prd_id=184&prv_id=224&pdf_id=80 http://newsroom.cdwg.com/features/feature-07-19-10.html http://www.aacn.nche.edu/accreditation/pdf/standards09.pdf http://www.ncahlc.org/information-for-institutions/accreditation.html http://sloanconsortium.org/publications/survey/APLU_Reports

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Origin Contractor Origin Government

1001 Origin Contractor Origin Government

2001 Origin Contractor Origin Government

3001 Origin Contractor Origin Government

4001 Origin Contractor Origin Government

CLAUSES INCORPORATED BY FULL TEXT

52.246-3 INSPECTION OF SERVICES—COST REIMBURSEMENT (MAY 2001)

(a) Definitions. As used in this clause—

―Contractor’s managerial personnel‖ means any of the Contractor’s directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of—

(1) All or substantially all of the Contractor’s business;

(2) All or substantially all of the Contractor’s operation at a plant or separate location where the contract is being performed; or

(3) A separate and complete major industrial operation connected with performing this contract.

―Supplies‖ includes but is not limited to raw materials, components, intermediate assemblies, end products, lots of supplies, and, when the contract does not include the Warranty of Data clause, data.

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

(c) The Government has the right to inspect and test the contract supplies, to the extent practicable at all places and times, including the period of manufacture, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in the contract performance. The

Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the

Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) Unless otherwise specified in the contract, the Government shall accept supplies as promptly as practicable after delivery, and supplies shall be deemed accepted 60 days after delivery, unless accepted earlier.

(f) At any time during contract performance, but no later than 6 months (or such other time as may be specified in the contract) after acceptance of the supplies to be delivered under the contract, the Government may require the

Contractor to replace or correct any supplies that are nonconforming at time of delivery. Supplies are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with contract requirements. Except as otherwise provided in paragraph (h) of this clause, the cost of replacement or correction shall be included in allowable cost, determined as provided in the Allowable Cost and Payment clause, but no additional fee shall be paid. The Contractor shall not tender for acceptance supplies required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

(g)(1) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, the Government may—

(i) By contract or otherwise, perform the replacement or correction and charge to the Contractor any increased cost or make an equitable reduction in any fixed fee paid or payable under the contract;

(ii) Require delivery of undelivered supplies at an equitable reduction in any fixed fee paid or payable under the contract; or

(iii) Terminate the contract for default.

(2) Failure to agree on the amount of increased cost to be charged to the Contractor or to the reduction in the fixed fee shall be a dispute.

(h) Notwithstanding paragraphs (f) and (g) of this clause, the Government may at any time require the Contractor to correct or replace, without cost to the Government, nonconforming supplies, if the nonconformances are due to—

(1) Fraud, lack of good faith, or willful misconduct on the part of the Contractor’s managerial personnel; or

(2) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(i) This clause applies in the same manner to corrected or replacement supplies as to supplies originally delivered.

(j) The Contractor shall have no obligation or liability under this contract to replace supplies that were nonconforming at the time of delivery, except as provided in this clause or as may be otherwise provided in the contract.

(k) Except as otherwise specified in the contract, the Contractor’s obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(End of clause)

E.1 CONTRACTOR'S RESPONSIBILITY

The contractor is responsible for the day-to-day inspection and monitoring of all contractors’ work performed to ensure compliance with the contract requirements. The results of all inspections conducted by the contractor shall be documented in inspection reports and made available to the Contracting

Officer’s Representative (COR).

Inspection and acceptance of service/supplies rendered under any resultant contract shall be made by the

COR. The COR will be designated in writing at the time of contract award.

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 POP 20-SEPT-2012 TO N/A N/A HT9404

19-SEPT-2013 FOB: Destination

1001 POP 20-SEPT-2013 TO N/A N/A HT9404

19-SEPT-2014 FOB: Destination

2001 POP 20-SEPT-2014 TO N/A N/A HT9404

19-SEPT-2015 FOB: Destination

3001 POP 20-SEPT-2015 TO N/A N/A HT9404

19-SEPT-2016 FOB: Destination

4001 POP 20-SEPT-2016 TO N/A N/A HT9404

19-SEPT-2017 FOB: Destination

CLAUSES INCORPORATED BY REFERENCE

52.242-15 Stop-Work Order AUG 1989

52.242-15 Alt I Stop-Work Order (Aug 1989) – Alternate I AUG 1984

Section G - Contract Administration Data

252.204-0009 Contract-wide: by Fiscal Year SEP 2009

Section H - Special Contract Requirements

52.223-6 Drug-Free Workplace MAY 2001

H.1 LABOR CONDITIONS

This requirement is not a union contract. The labor conditions are subject to the Service Contract Act of 1965. The latest wage determination is incorporated. (See Section J - Attachment III)

H.2 INSURANCE REQUIREMENTS

The contractor shall procure and maintain during the entire period of performance under this contract the following minimum insurance as required by the State of Maryland and shall furnish a certificate (proof of insurance) upon request by the Contracting Officer, but no later than 30 days after award.

(1) Workmen's Compensation

(2) Employer's Liability

(3) Comprehensive General Liability

H.3 RELATIONSHIP BETWEEN GOVERNMENT, CONTRACTOR AND CONTRACTOR PERSONNEL

a. In the event the Contractor effects any change at the direction of any person other than the Contracting Officer, including any change beyond the scope of authority given to the duly authorized Contracting Officer’s

Representative (COR) identified in the contract, the change will be considered to have been made without authority.

Only the designated COR or the Contracting Officer may give technical direction to the Contractor, which falls within the compliance of the contract. No other Government employee has the authority to direct any Contractor employee to perform any duties.

b. The Government and the Contractor understand and agree that the services to be performed under this contract by the Contractor are non-personal services and the parties recognize and agree that no employer-employee relationship exist or will exist under the contract between the Government and the Contractor and/or between the Government and the contractor's personnel. The contractor personnel shall be responsible, not to the Government but solely to the

Contractor, who, in turn, shall be accountable to the Government.

c. The Government shall not exercise any supervision or control over Contractor personnel performing services under this contract. Contractor personnel shall not be placed under the supervision, direction, or evaluation of a

Federal officer, military or civilian, in connection with performance under this contract. Likewise, Contractor personnel shall not be placed in a position of command, supervision, administration or control over military or civilian personnel, or personnel of other prime contractors, performing under this contract.

d. The Contractor shall be responsible for selecting personnel who are well qualified to perform the required services, for supervising techniques used in their work and for keeping them informed of all improvements, changes and method of operations.

e. Rules, regulations, directives and requirements which are issued during the contract term by USUHS, under their responsibility for law and order, administration, and security on the installation shall be applicable to all Contractor personnel or representatives who enter the installation, or who travel on Government transportation. This requirement shall not be construed or interpreted to establish any degree of Government control, which is inconsistent with the intent of a non-personal, services contract. Contractor personnel or representatives shall be subject to such checks as may be deemed necessary to assure that their presence on the installation does not violate these requirements. No employee will be permitted on the installation when such a check reveals that his presence would be detrimental to the security of the installation or the accomplishment of work. When directed by the

Contracting Officer, the Contractor shall remove any employee from an assignment to perform services under this contract for reasons of misconduct or breaches of security in connection with his or her employment. Under such circumstances, replacement cost will be a Contractor expense and not reimbursable by the Government. In other instances, the Contractor shall take appropriate personnel action as required in the event of the employee misconduct in connection with his or her employment.

f. The services to be performed under this contract shall not require the Contractor or his employees to exercise personal judgment and discretion on behalf of the Government, but rather, the Contractor's employee shall act and exercise personal judgment and discretion on behalf of the contractor.

H.4 COMPLIANCE WITH ENVIRONMENTAL AND HAZARDOUS CONDITIONS

The Contractor shall assume responsibility for knowledge of, application of, and training of contractor’s employees for compliance with all applicable (1) federal, state, and local environmental, occupational statutes, instructions, manuals, handbooks, regulations, guidance, policy letters, and rules (including all changes and amendments), and

(2) presidential Executive Orders, in effect on the date of issuance of each.

The Contractor shall ensure that all personnel under his control have a thorough understanding of the respiratory protection requirements and ensure that his subordinates comply with all applicable facets of the respiratory protection regulations.

Section I - Contract Clauses

52.202-1 Definitions JUL 2004

52.203-3 Gratuities APR 1984

52.203-5 Covenant Against Contingent Fees APR 1984

52.203-7 Anti-Kickback Procedures OCT 2010

52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

OCT 2010

52.204-2 Security Requirements AUG 1996

52.204-7 Central Contractor Registration APR 2008

52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011

52.215-8 Order of Precedence--Uniform Contract Format OCT 1997

52.222-4 Contract Work Hours and Safety Standards Act -

Overtime Compensation

JUL 2005

52.222-50 Combating Trafficking in Persons FEB 2009

52.223-5 Pollution Prevention and Right-to-Know Information AUG 2003

52.227-1 Authorization and Consent DEC 2007

52.232-1 Payments APR 1984

52.232-9 Limitation On Withholding Of Payments APR 1984

52.233-1 Disputes JUL 2002

52.242-13 Bankruptcy JUL 1995

52.244-6 Subcontracts for Commercial Items DEC 2010

52.245-1 Government Property AUG 2010

52.249-4 Termination For Convenience Of The Government

(Services) (Short Form)

APR 1984

52.251-1 Government Supply Sources AUG 2010

252.201-7000 Contracting Officer's Representative DEC 1991

252.204-7000 Disclosure Of Information DEC 1991

252.204-7004 Alt Central Contractor Registration (52.204-7) Alternate A SEP 2007

252.204-7006 Billing Instructions OCT 2005

252.216-7004 Award Fee Reduction or Denial for Jeopardizing the

Health or Safety of Government Personnel.

NOV 2010

252.216-7005 Award Fee FEB 2011

252.223-7006 Prohibition On Storage And Disposal Of Toxic And

Hazardous Materials

APR 1993

252.226-7001 Utilization of Indian Organizations and Indian-Owned

Economic Enterprises, and Native Hawaiian Small

Business Concerns

SEP 2004

252.232-7010 Levies on Contract Payments DEC 2006

252.243-7001 Pricing Of Contract Modifications DEC 1991

252.243-7002 Requests for Equitable Adjustment MAR 1998

52.212-4 CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (JUN 2010)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government 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 exercise 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 the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-

613). Failure of the parties to this contract to reach agreement 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 reasonable 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 or 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 contract.

(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--

Central Contractor Registration, or 52.232-34, Payment by Electronic

Funds Transfer--Other Than Central Contractor Registration), 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, including 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 Section 611 of the

Contract Disputes Act of 1978 (Public Law 95-563), 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 demand 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 Acquisition 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 acceptance, 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 particular 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 regulations 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 limitations 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. 3701, et seq., Contract Work Hours and

Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) the schedule of supplies/services; (2) the Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts 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;

and (9) the specification.

(t) Central Contractor Registration (CCR). (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 CCR database, and for any liability resulting from the

Government's reliance on inaccurate or incomplete data. To remain registered in the CCR 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 CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, ―doing business as‖ name, or division name

(whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the

Contractor indicated in the contract will be considered to be incorrect information within the meaning of the ―Suspension of Payment‖ paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart

32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor's CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the ―Suspension of payment‖ paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS--COMMERCIAL ITEMS (JAN 2011)

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

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

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

Executive orders applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.)

_X__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 2006), with Alternate I

(OCT 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

___ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010)(Pub. L. 110-252, Title

VI, Chapter 1 (41 U.S.C. 251 note)).

___ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of

2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American

Recovery and Reinvestment Act of 2009.)

_X__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUL

2010) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (JUL 2010)

(Pub. L. 111-5).

_X__ (6) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment (DEC 2010) (31 U.S.C. 6101 note). (Applies to contracts over $30,000). (Not applicable to subcontracts for the acquisition of commercially available off-the-shelf items).

___ (7) 52.219-3, Notice of Total HUBZone Set-Aside or Sole-Source Award (JAN 2011) (15 U.S.C.

657a).

___ (8) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN

2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

___ (9) [Reserved].

___ (10)(i) 52.219-6, Notice of Total Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).

___ (ii) Alternate I (OCT 1995) of 52.219-6.

___ (iii) Alternate II (MAR 2004) of 52.219-6.

___ (11)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).

___ (ii) Alternate I (OCT 1995) of 52.219-7.

___ (iii) Alternate II (MAR 2004) of 52.219-7.

_X__ (12) 52.219-8, Utilization of Small Business Concerns (JAN 2011) (15 U.S.C. 637 (d)(2) and

(3)).

___ (13)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2011) (15 U.S.C. 637(d)(4)).

___ (ii) Alternate I (OCT 2001) of 52.219-9

___ (iii) Alternate II (OCT 2001) of 52.219-9.

___ (iv) Alternate III (JUL 2010) of 52.219-9.

_X__ (14) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 U.S.C. 637(a)(14)).

___ (15) 52.219-16, Liquidated Damages--Subcontracting Plan (JAN 1999) (15 U.S.C.

637(d)(4)(F)(i)).

___ (16)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business

Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

___ (ii) Alternate I (JUNE 2003) of 52.219-23.

__X_ (17) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status and

Reporting (APR 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (18) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting

(OCT 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (19) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (MAY

2004) (U.S.C. 657 f).

___ (20) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009) (15 U.S.C.

632(a)(2)).

_X__ (21) 52.222-3, Convict Labor (JUNE 2003) (E.O. 11755).

___ (22) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JUL 2010) (E.O.

13126).

__X_ (23) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).

_X__ (24) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

_X__ (25) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

_X__ (26) 52.222-36, Affirmative Action for Workers with Disabilities (OCT 2010) (29

U.S.C. 793).

__X__ (27) 52.222-40, Notification of Employee Rights Under the National…