NARA TERMS AND CONDITIONS FILE FOLDERS.docx

RFQ: 88310322Q00062 – ACID-FREE ARCHIVAL FILE FOLDERS

ATTACHMENT 4

NARA TERMS AND CONDITIONS

(Addenda to FAR 52.212-4, Contract Terms and Conditions)

The following additional terms and conditions are incorporated and are to remain in full force in any resultant contract and associated delivery order(s):

1. GOVERNMENT CONTRACT SPECIALIST

A. This contract will be administered by:

National Archives and Records Administration Acquisitions Branch, Code Z Room 3340 8601 Adelphi Road College Park, MD 20740-6001

B. Order Administration (Contract Specialist):

Narciso (Marty) Cruz, Contract Specialist Telephone: (301) 837-1633 Email: narciso.cruz@nara.gov

C. Contracting Officer (CO):

Any Z Warranted CO

The Contracting Officer (CO) has the overall responsibility for the administration of this order. Written communication should be submitted to the Contract Specialist (CS) and the CO, and must make reference to the order number and must be mailed, postage prepaid, to the above address.

The CO alone, without delegation, is authorized to take actions on behalf of the Government to amend, modify, or deviate from the order terms, conditions, requirements, specifications, details and/or delivery schedules; make final decisions on disputed deductions from order payments for non-conformance; terminate the order for convenience or default; and issue final decisions regarding order questions or matters under dispute. However, the CO may delegate certain other responsibilities to authorized representatives.

II. NARA CONTRACING OFFICER’S REPRESENTATIVE (COR) LEVEL 1

a. COR: See Award Document

b. The individual named above is designated as the NARA Contracting Officer’s Representative (COR) to assist the CO in the discharge of the CO’s responsibilities. The NARA COR serves as the point of contact through which the Vendor can relay questions or problems of a technical nature to the CS and the CO. The NARA COR is responsible for the inspection and acceptance of the delivery order requirements and for the review and certification of invoices for the delivery order requirements.

c. In no event will any understanding or agreement, modification, change order, or other matter deviating from the terms of the delivery order between the Vendor and any person other than the CO be effective or binding upon the Government.

d. When, in the opinion of the Vendor, the NARA COR requests effort outside the existing scope of the delivery order, the Vendor must promptly notify the CO in writing.

e. No action will be taken by the Vendor under such technical instruction unless the CO has issued a contractual change.

III. MARK FOR INFORMATION

Identification Markings: The following information must be legibly embossed on the outside bottom of each box: name of manufacturer; phone range; year of manufacture; and the words “acid-free”.

c. Marking: Contractor must include the following information clearly on shipping container address labels for any items shipped to a NARA location:

Code: To be determined Room:

Size, Number of archives boxes in the container.

the delivery order number and the

III. PREPARATION FOR DELIVERY

a. Packaging: The archives boxes must be packed in a standard commercial container that is sealed with tape. The number of boxes to be packed in each container will be specified in the delivery order.

b.

IV. DELIVERY

Delivery times will be as established in the delivery orders but shall not be sooner than 45 calendar days after receipt of order. Delivery must be made during regular business hours unless mutually agreed upon by NARA and the Contractor. Delivery must be made as ordered, in the specific quantities, to the specified destinations.

Items will be shipped FOB Destination to all NARA Sites as shown on Delivery Orders. The Contractor shall be responsible for risk of loss and any damages to items during shipment (see FAR 52.212-4 (j).

V. INVOICE SUBMISSION REQUIREMENTS

Payment requests must be submitted electronically through the U. S. Department of the Treasury's Invoice Processing Platform System (IPP).

"Payment request" means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or the clause 52.212-4 Contract Terms and Conditions – Commercial Items included in commercial item contracts. The IPP website address is: https://www.ipp.gov.

Under this contract, the following documents are required to be submitted as an attachment to the IPP invoice: Invoices shall be submitted after Government’s acceptance of all deliverables. The invoice shall contain information required by FAR 52.212-4(g).

Contractor Invoice to include:

1. Award number

2. CLIN//Item number of deliverable

3. Description of deliverable

4. Price of deliverable

5. Quantity of deliverable

6. Date deliverable was provided to the Government for inspection if applicable

7. Serial number/part number if applicable The Contractor must use the IPP website to register, access and use IPP for submitting requests for payment. Contractor assistance with enrollment can be obtained by contacting the IPP Customer Support Helpdesk by sending an email to IPPCustomerSupport@ fiscal.treasury.gov or phone (866) 973-3131.

If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the Contractor must submit a waiver request in writing to the Contracting Officer with its proposal or quotation.

VI. FAR 52.209-4 --First Article Approval --Government Testing (Sep 1989) (IAW FAR 9.308-2(a) and (b))

1. The Contractor shall deliver three (3) unit(s) of Lot/Item one (1) through six (6) within 14 calendar days from the date of this contract to the Government at National Archives and Records Administration Archives II, BA, Room 3340, 3301 Metzerott Road, College Park, MD 20740-6001 for first article tests. The shipping documentation shall contain this contract number and the Lot/Item identification. The characteristics that the first article must meet and the testing requirements are specified elsewhere in this contract.

(b) Within forty five 45 calendar days after the Government receives the first article, the Contracting Officer shall notify the Contractor, in writing, of the conditional approval, approval, or disapproval of the first article. The notice of conditional approval or approval shall not relieve the Contractor from complying with all requirements of the specifications and all other terms and conditions of this contract. A notice of conditional approval shall state any further action required of the Contractor. A notice of disapproval shall cite reasons for the disapproval.

(c) If the first article is disapproved, the Contractor, upon Government request, shall submit an additional first article for testing. After each request, the Contractor shall make any necessary changes, modifications, or repairs to the first article or select another first article for testing. All costs related to these tests are to be borne by the Contractor, including any and all costs for additional tests following a disapproval. The Contractor shall furnish any additional first article to the Government under the terms and conditions and within the time specified by the Government. The Government shall act on this first article within the time limit specified in paragraph (b) of this clause. The Government reserves the right to require an equitable adjustment of the contract price for any extension of the delivery schedule or for any additional costs to the Government related to these tests.

(d) If the Contractor fails to deliver any first article on time, or the Contracting Officer disapproves any first article, the Contractor shall be deemed to have failed to make delivery within the meaning of the Default clause of this contract.

(e) Unless otherwise provided in the contract, the Contractor --

(1) May deliver the approved first article as a part of the contract quantity, provided it meets all contract requirements for acceptance and was not consumed or destroyed in testing; and

(2) Shall remove and dispose of any first article from the Government test facility at the Contractor’s expense.

(f) If the Government does not act within the time specified in paragraph (b) or (c) of this clause, the Contracting Officer shall, upon timely written request from the Contractor, equitably adjust under the Changes clause of this contract the delivery or performance dates and/or the contract price, and any other contractual term affected by the delay.

(g) The Contractor is responsible for providing operating and maintenance instructions, spare parts support, and repair of the first article during any first article test.

(h) Before first article approval, the acquisition of materials or components for, or the commencement of production of, the balance of the contract quantity is at the sole risk of the Contractor. Before first article approval, the costs thereof shall not be allocable to this contract for

(1) progress payments, or

(2) termination settlements if the contract is terminated for the convenience of the Government.

(i) The Government may waive the requirement for first article approval test where supplies identical or similar to those called for in the schedule have been previously furnished by the Offeror/Contractor and have been accepted by the Government. The Offeror/Contractor may request a waiver.

(End of Clause)

VII. FAR 52.216-18 --Ordering (Aug 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of award through 12 months after date of award (and upon exercise of an option, the period applicable to that option).

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause) VIII. FAR 52.216-19 --Ordering Limitations (Oct 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $300.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor --

(1) Any order for a single item in excess of $100,000.00;

(2) Any order for a combination of items in excess of $200,000.00; or

(3) A series of orders from the same ordering office within 7 days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 30 days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause) IX FAR 52.216-22 --Indefinite Quantity (Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 67 months from the date of award.

(End of Clause)

X, FAR 52.217-9 --Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years.

(End of Clause) XIFAR 52.217-8 -- Option to Extend Services.

As prescribed in 17.208(f), insert a clause substantially the same as the following:

Option to Extend Services (Nov 1999) The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 60 days.

(End of Clause) XII. FAR 52.233-2 -- Service of Protest (Sep 2006)

(a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from National Archives and Records Administration, Acquisitions Branch, Attn: Ms. Ana D, Camacho, 8601 Adelphi Road, Room 3340, College Park, MD 20740-6001.

(b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO.

(End of Provision)

XIII. STOP WORK CANCELLATION (APRIL 2014)

The Contractor is required to report to work and resume full contract performance within six (6) hours of receiving notifications of the stop work cancellation unless otherwise instructed by the CO and/or COR.

IX. FAR 52.242-15, STOP-WORK ORDER (AUG 1989)

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either --

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if --

(1) The stop-work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

XV. 52.252-2 -- Clauses Incorporated by Reference (Feb 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://farsite.hill.af.mil or https://www.acquisition.gov/far/ (End of Clause)

XVI. RECORDS MANAGEMENT OBLIGATIONS

1. Applicability

This clause applies to all Contractors whose employees create, work with, or otherwise handle Federal records, as defined in Section B, regardless of the medium in which the record exists.

1. Definitions

“Federal record” as defined in 44 U.S.C. § 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them. Federal record:

1. includes [Agency] records.

1. does not include personal files.

1. applies to records created, received, or maintained by Contractors pursuant to their [Agency] contract.

1. may include deliverables and documentation associated with deliverables.

1. Requirements

1. Contractor agrees to comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format, or mode of transmission, or state of completion.

1. In accordance with 36 C.F.R. 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

1. In accordance with 36 C.F.R. 1222.32, Contractor must maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

1. No disposition of Federal records will be allowed without the prior written consent of the Head of the Contracting Activity, acting in accordance with the provisions of a NARA approved agency records schedules. [Agency] and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of [Agency] or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701.

1. The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the delivery/task order. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to [Agency] control or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the delivery/task order. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

1. The Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The Contractor (and any sub-contractor) is required to abide by Government and [Agency] guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

1. The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with [Agency] policy.

1. The Contractor shall not create or maintain any records containing any non-public [Agency] information that are not specifically tied to or authorized by the contract.

1. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the Freedom of Information Act.

1. The [Agency] owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which [Agency] shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Contractor rights in the data or deliverables must be identified as

1. required by FAR 52.227-11 through FAR 52.227-20.

1. Initial Training. All Contractor employees assigned to this contract and who work with or otherwise handle Federal records are required to take agency-provided records management training within thirty days after award of the contract or within thirty days of an employee beginning work on the contract. The Contractor is responsible for maintaining records confirming that all required employees complete the training.

1. Annual training. All Contractor employees assigned to this contract and who work with or otherwise handle Federal records will be required to complete annual records management training. The Contractor employees will be notified via their [email address] of the deadline for this obligation each year. The Contractor is responsible for maintaining records confirming all required contractor employees completed training.

1. Flowdown of requirements to subcontractors

1. The Contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph, in all subcontracts under this contract, and require written subcontractor acknowledgment of same.

1. Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.