Solicitation_FSI_SAQMMA15R0075.docx

Solicitation No. SAQMMA15R0075 U.S. Department of State FSI Training Facility Services

SECTION B – SUPPLIES, SERVICES AND PRICES

B.3 52.217-2 CANCELLATION UNDER MULTI-YEAR CONTRACTS (Oct 1997)

Pursuant to the provisions of Section I, this clause is incorporated by reference into this contract. In the event of cancellation, the following cancellation schedule shall apply:

B.3 17.106-2 MULTI-YEAR CONTRACTING--SOLICITATIONS

In accordance with the provisions of FAR 17.106-2, Offeror proposals shall provide the following information:

The values for each Base Period Program Year are provided in the following table:

CLIN 0002 Monthly Rate Totals

Training Facility Operations Staff

Contract Line Item Number

(CLIN)

Description

Dedicated Office and Training Space, Apx 75,000 USF Base Period

Mo

Training Facility Operation and Maintenance: Base Period

Total Firm Fixed Price—Base Period

Option: Base Period Yr 1 Additional Office and Training Space Apx 20,000 USF

000301

Option: Base Period Yr 2

Space Apx 20,000 USF

000302

Option: Base Period Yr 3

Space Apx 20,000 USF

000303

Option: Base Period Yr 4

Space Apx 20,000 USF

000304

Option: Base Period Yr 5

Space Apx 20,000 USF

NOTE to Offerors: For Solicitation purposes, RFP USF’s shall be considered approximate. Offerors are instructed to fill in actual precise USF’s proposed in place of RFP approximate USF’s.

Contract Line Item Number

Description (Base Year)

Facility Development and Support Reimbursables (Task Order)--Base Period

Materials, Supplies, and Equipment

Miscellaneous

Vendors/Subcontractors (+ G&A only)

Overhead Expenses

O/H Rate

The values for each Base Period Program Year are provided in the following table:

CLIN 0002 Monthly Rate Totals

Training Facility Operations Staff

(CLIN)

Description (Base Year)

OPTION YEARS

OPTION

FSI EXPANSION SPACE

Option Year 1

Mo

OPTION Training Facility Operation and Maintenance: Option Year 1

OPTION

Space Apx 20,000 USF Option Year 1

OPTION:Facility Development and Support Reimbursables (Task Order)—Option Year 1

Materials, Supplies, and Equipment

Miscellaneous

Vendors/Subcontractors (+ G&A only)

Overhead Expenses (as applicable)

General and Administrative Expenses

OPTION YEAR 1

TOTAL

Contract Line Item Number

Description (Base Year)

Option Year 2

Mo

OPTION Training Facility Operation and Maintenance: Option Year 2

OPTION

Space: Apx 20,000 USF Option Year 2

Facility Development and Support Reimbursables (Task Order)—Option Year 2

Miscellaneous

Vendors/Subcontractors (+ G&A only)

General and Administrative Expenses

OPTION YEAR 2

TOTAL

Contract Line Item Number

Description (Base Year)

Option Year 3

Mo

OPTION Training Facility Operation and Maintenance: Option Year 3

OPTION

Space: Apx 20,000 USF Option Year 3

Facility Development and Support Reimbursables (Task Order)—Option Year 2 Miscellaneous

Vendors/Subcontractors (+ G&A only)

General and Administrative Expenses

OPTION YEAR 3

TOTAL

Contract Line Item Number

Description (Base Year)

Option Year 4

Mo

OPTION Training Facility Operation and Maintenance: Option Year 4

OPTION

Space: Apx 20,000 USF Option Year 4

OPTION: Facility Development and Support Reimbursables (Task Order)—Option Year 4

Miscellaneous

Vendors/Subcontractors (+ G&A only)

General and Administrative Expenses

OPTION YEAR 4

TOTAL

Contract Line Item Number

Description (Base Year)

Option Year 5

Mo

OPTION Training Facility Operation and Maintenance: Option Year 5

OPTION

Space: Apx 20,000 USF Option Year 5

OPTION:Facility Development and Support Reimbursables (Task Order)--Option Year 5

Miscellaneous

Vendors/Subcontractors (+ G&A only)

General and Administrative Expenses

OPTION YEAR 5

TOTAL

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SECTION C – DESCRIPTION/SPECIFICATIONS

C.1 SCOPE OF WORK

All efforts under this contract shall be performed in accordance with the attached Performance Work Statement (PWS), RFP Attachment A.

C.2 INCORPORATION OF CONTRACTOR’S TECHNICAL PROPOSAL

(a) Contract performance shall be additionally in accordance with Contractor technical proposal dated ________ and any revisions thereto, submitted in response to Solicitation SAQMMA14R0323.

(b) The Contractor’s technical proposal or any part thereof may be incorporated into the contract by reference and thereby made subject to the provisions of the Order of Precedence clause in Section I of this contract. Under the Order of Precedence clause, all or any portion of the Contractor’s technical proposal incorporated into the contract shall follow “the specifications” in the order of precedence.

C.3 DEPARTMENT OF STATE ACQUISITION REGULATIONS (DOSAR) CLAUSES

The following provision is incorporated by reference into this contract:

652.237-72 – Observance of Legal Holidays and Administrative Leave (FEB 2015)

SECTION D-PACKAGING OR MARKING

RESERVED

SECTION E – INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE

E.2 INSPECTION AND ACCEPTANCE – SERVICES

Inspection and acceptance of the services to be provided hereunder shall be made by the Contracting Officer's Representative.

SECTION F – DELIVERIES OR PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE

F.2 PERIOD OF PERFORMANCE (05/95)

This contract shall be effective on the date of the Contracting Officer's signature. The contract is comprised of a five (5) year base period and five one year option periods. Exercise of any one year option period shall be at the sole discretion of the Government. The total period of performance in the event that options for all option years are exercised is 10 years.

F.3 PLACE OF PERFORMANCE (05/95)

The principal place of performance for this contract shall be: ______________ (Offeror fill in: Contractor's training facility location)

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 CONTRACTING OFFICERS REPRESENTATIVE DOSAR 652.242-70 (AUG 1999)

The CO may designate in writing one or more Government employees, by name or position title, to take action for the CO under this contract. Each designee shall be identified as a COR or GTM. Such designation(s) shall specify the scope and limitations of the authority so delegated; provided, that the designee shall not change the terms or conditions of the contract, unless the COR is a warranted CO and this authority is delegated in the designation.

a) COR for this contract will be TDB.

b) Government Technical Monitor (GTM) will be TDB.

The COR and GTM are responsible for inspection and acceptance of services. These duties include review of Contractor invoices, including the supporting documentation required by the contract. The COR may provide technical advice, substantive guidance, inspections, invoice approval, and other purposes as deemed necessary under the contract.

G.2 DESIGNATION OF ADMINISTRATIVE CONTRACTING OFFICES

This contract will be administered as follows:

Primary Contracting Officer (CO):

Contracting Officer’s Representative (COR) TDB: To be Designated upon Contract Award

Written communications regarding the administration of this contract shall make reference to the contract number and shall be mailed to the above addresses. The COR is responsible for oversight of the technical aspects of the Contractor's performance.

G.3 TECHNICAL DIRECTION

In the event of award of task orders under CLIN 0004, and under OPTION CLINS 0008, 0012, 0016, 0020, 0024, if and to the extent that options are exercised, that provide for Technical Direction, the following shall apply:

(a) Performance of the work hereunder shall be subject to technical instructions, whether oral or written, issued by the COR or GTM (if one is appointed). As used herein, technical instructions are defined to include the following:

(1) Directions to the Contractor which suggest pursuit of certain lines of inquiry, change of work emphasis, fill in details or otherwise serve to assist in the Contractor's accomplishment of Section C.

(2) Guidance to the Contractor which assists in the interpretation of drawings, specifications or technical portions of work description.

(b) Technical instructions must be within the general scope of work stated in the contract.

Technical instructions may not be used to: (1) assign additional work under the contract; (2) direct a change as defined in the "Changes" clause of this contract; (3) increase or decrease the contract price or estimated contract amount (including fee), as applicable, the level of effort, or the time required for contract performance; or (4) change any of the terms, conditions or specifications of this contract.

(c) If, in the opinion of the Contractor, any technical instructions calls for effort outside of the contract or is inconsistent with this requirement, the Contractor shall notify the Contracting Officer in writing within ten (10) working days after the receipt of any such instruction. The Contractor shall not proceed with the work affected by the technical instruction unless and until the Contractor and the Contracting Officer agree that the technical instruction is within the scope of this contract.

(d) Nothing in the foregoing paragraph shall be construed to excuse the Contractor from performing that portion of the contractual work statement that is not affected by the technical instructions.

(e) In the event of a contract performance issue, training accident or damage caused by a student, the Contractor will advise the Department’s COR and GTM immediately, and in writing within two working days of such incident(s).

(f) Additionally, the Contractor shall be responsible for:

· Coordination with the COR for each technical performance aspect of the task order.

G.4 INVOICING INSTRUCTIONS

01INV DEPARTMENT OF STATE INVOICE INSTRUCTIONS

Invoice submission is only via the Office of Claims’ Commercial Claims Operations fax server, toll-free number:

866-483-3436, or DOSPayments@state.gov, unless otherwise indicated. Each invoice must be transmitted separately.

To constitute a proper invoice, the invoice must include the following information and/or attached documentation:

(1) Name and Address of the Contractor

(2) Dun and Bradstreet Universal Number System (DUNS)

(3) Date of invoice

(4) Unique Vendor Invoice Number - Our Financial System cannot accept the following characters: @ (at symbol), ~ (Tilde), & (Ampersand), ' (Apostrophe), " (Quotation) and spaces. Please do not include any of these characters as part of your invoice number.

(5) Remittance Contact Information

(6) Shipping Terms, Ship to Address

(7) Payment Terms

(8) Total Quantity of Items

(9) Total Invoice Amount

(10) Requisition Number, Contract Number and Order/Award Number, with modification number if applicable.

(11) Order line item number and information (see below instructions) The name and DUNS of the contractor on the invoice must match the information indicated on the order/award for proper payment.

IMPORTANT: For proper payment, the invoice must detail products and/or services delivered on a line item basis in direct accordance with the corresponding order/award/contract. Each line item must contain the following information:

(1) Description of the services rendered for each line item

(2) Line Item Quantity

(3) Line Item Unit Price

(4) Total Line Item Invoicing Amount

(5) Delivery Date

(6) Contract Line Item Number (CLIN)

(7) Order/Award Line Item Number if invoicing against a task or delivery order or Blanket Purchase Agreement (BPA)

Please note that many task or delivery orders against Department of State or GSA contracts or blanket purchase agreements may have a separate and unique line item number in addition to the umbrella Contract Line Item Number (CLIN). The order line item number as well as the umbrella award CLIN must be referenced at each invoice line item level in such cases.

All payment to domestic claims will be disbursed by electronic funds transfer EFT. Vendors who are registered in the Central Contractor Registration (CCR) should verify and re-confirm their financial information in the database prior to invoicing. Vendors who wish to request a waiver of CCR or payment by check must submit their justification to their assigned contracting officer for consideration at least 30 days prior to billing. For vendors who are granted an EFT exception, the payment address on the invoice must match the remittance address in the vendor record cited in the award.

Additional correspondence should be addressed to:

Name:

U.S. Department of State Global Financial Services Attn: Office of Claims (RM/GFS/F/C) Charleston Financial Service Center Mailing Address:

Post Office Box 150008 Charleston, SC 29415-5008 Telephone Numbers:

Director’s Secretary Voice 843-202-3761 Fax 843-746-0749 Official Office Hours: 8:00 am – 5:00 pm To request Payment Status on a Past Due Invoice contact:

Office of Claims Customer Service Email: commercialclaims@state.gov Phone: 877-704-9473 Toll Free Person to Contact: Supervisor, Vendor Claims Email: GFS-ChiefVC@state.gov (End of clause)

G.4.1 Required Invoice Documentation

Invoices shall contain all information and documentation required by the provisions of Section I (including FAR 52.232-7 and 52.232-25). Invoices shall be formatted to include a listing of each service and applicable rate by corresponding Section B CLIN number.

G.5 FINAL INVOICE

The Contractor shall specifically identify the last invoice as the “Final Invoice.” The Final Invoice shall be submitted within sixty (60) days from the last day include the remaining amounts, if any claimed to be due under the basic contract. It shall include a certification that all subcontractors, suppliers, and consultants have been paid (or will be paid upon Contractor’s receipt of payment), and that all Government Furnished or Contractor Acquired Property has been disposed of in accordance with COR direction. This includes return of all ID badges and any other Government furnished property. A full and accurate inventory, accounting for all lost, stolen or damaged property must also be furnished to the COR before final payment is authorized. The final invoice shall include the Contractor’s Release of Claims.

G.6 PURCHASE CARD ORDERS (06/99)

(a) Definitions. "Purchase Card," as used in this clause, means the Government-Wide commercial credit card currently identified as the SmartPay Purchase Card. This is the only credit card authorized to be used for the placement and payment of oral delivery orders under this contract.

(1) "Purchase Card Order," as used in this clause, means an oral delivery order placed under this contract using a Purchase Card.

(2) "Cardholder," as used in this clause, means a Federal employee to whom a Purchase Card has been issued.

(b) Purchase Card Orders in the amount of $3,000.00 or less may be placed by Department of State Cardholders for the supplies or services stated in Section C of this contract and at the prices specified in Section B. Purchase Card Orders may be comprised of multiple items, however, the total amount of each Purchase Card Order shall not exceed $3,000.00. All Purchase Card Orders must have prior written approval by the designated Contracting Officer's Representative (COR). Requirements may not be split in order to remain under the established Purchase Card threshold of $3,000.00 per order.

(c) Notwithstanding FAR 52.216-19 "DELIVERY ORDER LIMITATIONS," THE Contractor shall honor Purchase Card Orders if the aggregate amount of the transaction is $3,000.00 or less and the supplies or services requested have been approved in writing by the COR.

(d) Payments for Purchase Card Orders will be processed by:

(e) The Contractor shall not process a transaction for payment until the purchased supplies have been shipped or services performed, Unless the Cardholder requests correction or replacement of a defective or faulty item in accordance with other contract requirements, the Contractor shall immediately credit a Cardholder's account for items returned as defective or faulty.

(f) In addition to the packing and marking requirements sated in Section D of this contract, the Contractor shall provide the following on the packing list or shipping document:

(1) The Cardholder's name, office symbol, and telephone number; and

(2) The term "Purchase Card Order" (DO NOT WRITE the Purchase Card ACCOUNT NUMBER).

(g) The Contractor shall submit a quarterly report of Purchase Card Orders to the Contracting Officer. The report at a minimum shall include:

G.4 LIMITATION OF FUNDS

DOSAR 652.232-72 LIMITATION OF FUNDS (AUG 1999)

(a) Of the total price in Section B (or the "Prices" section), only the amount stated on the contract award document or subsequent modifications is now available for payment and obligated. It is anticipated that from time to time, additional funds will be obligated under the contract until the total price of the task/delivery order is obligated.

(b) The Government is not obligated to pay or reimburse the contractor more than the amount obligated pursuant to this clause. The contractor agrees to perform the contract up to the point at which the total amount paid and payable by the Government (including amounts payable for subcontracts and settlement costs if this contract is terminated for convenience) approximates but does not exceed the total amount obligated.

(d) When additional funds are obligated from time to time for continued performance of this contract, the contract shall be modified to increase the funds obligated and to indicate the period of performance for which funds are applicable. The contractor may notify the contracting officer as provided in paragraph (c)(2) of this clause regarding any additional funds obligated.

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

(f) This clause shall become inoperative upon obligation of funds sufficient to cover the full price stated in the contract, except for rights and obligations then existing under this clause.

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

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 SAFEGUARDING OF INFORMATION (05/95)

The Contractor and its employees shall exercise the utmost discretion in regard to all matters relating to their duties and functions. They shall not communicate to any person any information known to them by reason of their performance of services under this contract which has not been made public, except in the necessary performance of their duties or upon written authorization of the Contracting Officer. All documents and records (including photographs) generated during the performance of work under this contract shall be for the sole use of and become the exclusive property of the U.S. Government. Furthermore, no article, book, pamphlet, recording, broadcast, speech, television appearance, film or photograph concerning any aspect of work performed under this contract shall be published or disseminated through any media without the prior written authorization of the Contracting Officer. These obligations do not cease upon the expiration or termination of this contract. The Contractor shall include the substance of this provision in all contracts of employment and in all subcontracts hereunder.

H.2 652.239-71 SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION TECHNOLOGY RESOURCES (SEP 2007)

(a) General. The Contractor shall be responsible for information technology (IT) security, based on Department of State (DOS) risk assessments, for all systems connected to a Department of State (DOS) network or operated by the Contractor for DOS, regardless of location. This clause is applicable to all or any part of the contract that includes information technology resources or services in which the Contractor has physical or electronic access to DOS’s information that directly supports the mission of DOS. The term “information technology”, as used in this clause, means any equipment, including telecommunications equipment, that is used in the automatic acquisition, storage, manipulation, management, control, display, switching, interchange, transmission, or reception of data or information. This includes both major applications and general support systems as defined by OMB Circular A-130. Examples of tasks that require security provisions include:

(1) Hosting of DOS e-Government sites or other IT operations;

(2) Acquisition, transmission, or analysis of data owned by DOS with significant replacement cost should the Contractor’s copy be corrupted; and

(3) Access to DOS general support systems/major applications at a level beyond that granted the general public; e.g., bypassing a firewall.

(b) IT Security Plan. The Contractor shall develop, provide, implement, and maintain an IT Security Plan. This plan shall describe the processes and procedures that will be followed to ensure appropriate security of IT resources that are developed, processed, or used under this contract. The plan shall describe those parts of the contract to which this clause applies. The Contractor’s IT Security Plan shall comply with applicable Federal laws that include, but are not limited to, 40 U.S.C. 11331, the Federal Information Security Management Act (FISMA) of 2002, and the E-Government Act of 2002. The plan shall meet IT security requirements in accordance with Federal and DOS policies and procedures, as they may be amended from time to time during the term of this contract that include, but are not limited to:

(1) OMB Circular A-130, Management of Federal Information Resources, Appendix III, Security of Federal Automated Information Resources;

(2) National Institute of Standards and Technology (NIST) Guidelines (see NIST Special Publication 800-37, Guide for the Security Certification and Accreditation of Federal Information Technology systems (http://csrc.nist.gov/publications/nistpubs/800-37/SP800-37-final.pdf); and

(3) Department of State information security sections of the Foreign Affairs Manual (FAM) and Foreign Affairs Handbook (FAH) (http://foia.state.gov/Regs/Search.asp), specifically:

(i) 12 FAM 230, Personnel Security;

(ii) 12 FAM 500, Information Security (sections 540, 570, and 590);

(iii) 12 FAM 600, Information Security Technology (section 620, and portions of 650);

(iv) 5 FAM 1060, Information Assurance Management; and

(v) 5 FAH 11, Information Assurance Handbook.

(c) Submittal of IT Security Plan. Within 30 days after contract award, the Contractor shall submit the IT Security Plan to the Contracting Officer and Contracting Officers Representative (COR) for acceptance. This plan shall be consistent with and further detail the approach contained in the contractor’s proposal or sealed bid that resulted in the award of this contract and in compliance with the requirements stated in this clause. The plan, as accepted by the Contracting Officer and COR, shall be incorporated into the contract as a compliance document. The Contractor shall comply with the accepted plan.

(d) Accreditation. Within six (6) months after contract award, the Contractor shall submit written proof of IT security accreditation for acceptance by the Contracting Officer. Such written proof may be furnished either by the Contractor or by a third party. Accreditation must be in accordance with NIST Special Publication 800-37. This accreditation will include a final security plan, risk assessment, security test and evaluation, and disaster recovery plan/continuity of operations plan. This accreditation, when accepted by the Contracting Officer, shall be incorporated into the contract as a compliance document, and shall include a final security plan, a risk assessment, security test and evaluation, and disaster recovery/continuity of operations plan. The Contractor shall comply with the accepted accreditation documentation.

(e) Annual verification. On an annual basis, the Contractor shall submit verification to the Contracting Officer that the IT Security plan remains valid.

(f) Warning notices. The Contractor shall ensure that the following banners are displayed on all DOS systems (both public and private) operated by the Contractor prior to allowing anyone access to the system:

Government Warning

**WARNING**WARNING**WARNING**

Unauthorized access is a violation of U.S. law and Department of State policy, and may result in criminal or administrative penalties. Users shall not access other user’s or system files without proper authority. Absence of access controls IS NOT authorization for access! DOS information systems and related equipment are intended for communication, transmission, processing and storage of U.S. Government information. These systems and equipment are subject to monitoring by law enforcement and authorized Department officials. Monitoring may result in the acquisition, recording, and analysis of all data being communicated, transmitted, processed or stored in this system by law enforcement and authorize Department officials. Use of this system constitutes consent to such monitoring.

**WARNING**WARNING**WARNING**

(g) Privacy Act notification. The Contractor shall ensure that the following banner is displayed on all DOS systems that contain Privacy Act information operated by the Contractor prior to allowing anyone access to the system:

This system contains information protected under the provisions of the Privacy Act of 1974 (Pub. L. 93-579). Any privacy information displayed on the screen or printed shall be protected from unauthorized disclosure. Employees who violate privacy safeguards may be subject to disciplinary actions, a fine of up to $5,000, or both.

(h) Privileged or limited privileges access. Contractor personnel requiring privileged access or limited privileges access to systems operated by the Contractor for DOS or interconnected to a DOS network shall adhere to the specific contract security requirements contained within this contract and/or the Contract Security Classification Specification (DD Form 254).

(i) Training. The Contractor shall ensure that its employees performing under this contract receive annual IT security training in accordance with OMB Circular A-130, FISMA, and NIST requirements, as they may be amended from time to time during the term of this contract, with a specific emphasis on the rules of behavior.

(j) Government access. The Contractor shall afford the Government access to the Contractor’s and subcontractor’s facilities, installations, operations, documentation, databases and personnel used in performance of the contract. Access shall be provided to the extent required to carry out a program of IT inspection (to include vulnerability testing), investigation and audit to safeguard against threats and hazards to the integrity, availability and confidentiality of DOS data or to the function of information technology systems operated on behalf of DOS, and to preserve evidence of computer crime.

(k) Subcontracts. The Contractor shall incorporate the substance of this clause in all subcontracts that meet the conditions in paragraph (a) of this clause.

(l) Notification regarding employees. The Contractor shall immediately notify the Contracting Officer when an employee either begins or terminates employment when that employee has access to DOS information systems or data.

(m) Termination. Failure on the part of the Contractor to comply with the terms of this clause may result in termination of this contract.

H.3 TASK ORDERS (11/96)

The Contractor may be required to perform facility development tasks and/or required to provide additional administrative support services in accordance with this contract through the issuance of formal Task Orders signed by the Contracting Officer or duly designated representative. (CLIN 0004, and, if and to the extent Options are exercised, CLINS 0008, 0012, 0016, 0020, 0024).

Task Order Requests shall be issued in writing to the Contractor by the Contracting Officer or the Contracting Officer's Representative (COR) and will describe the specific support required by the Department of State. A Task Order Request is a request for proposal it is not an authorization to perform. Each Task Order Request shall include, as a minimum:

(1) A description of the work to be performed;

(2) Reporting, briefings, and/or other deliverable requirements; and

(3) The estimated period of performance or required completion date.

(c) The Contractor shall, within ten working days of the receipt of a Task Order Request, submit to the Contracting Officer and the COR a written technical proposal and a separate detailed cost proposal. A cost proposal shall include the following, as applicable:

(d) The COR shall review the proposal and forward written recommendations, along with a copy of the proposal, to the Contracting Officer. Following successful negotiations of the Contractor's proposal, the Contracting Officer shall issue a written Task order to the Contractor providing the necessary funding and authorizing the Contractor to begin work.

H.4 CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS (05/95)

(a) Any written commitment by the Contractor within the scope of this contract shall be binding upon the Contractor. Failure of the Contractor to fulfill any such commitment shall render the Contractor liable for liquidated or other damages due to the Government under the terms of this contract. For the purpose of this clause, a written commitment by the Contractor is limited to the proposal submitted by the Contractor, and to specific written modifications to the proposal. Written commitments by the Contractor are further defined as including:

(1) Any warranty or representation made by the Contractor in a proposal as to hardware or software performance; total systems performance; and other physical, design, or functional characteristics of equipment, software package or system, or installation date;

(2) Any Warranty or representation made by the Contractor concerning the characteristics or items described in (1) above, made in any publications, drawings, or specifications accompanying or referred to in a proposal; and

(3) Any modification of or affirmation or representation as to the above which is made by the Contractor in or during the course of negotiations, whether or not incorporated into a formal amendment to the proposal.

H.5 H-024 NONPAYMENT FOR UNAUTHORIZED WORK (05/95)

No payments will be made for any unauthorized supplies or services, or for any unauthorized changes to the work specified herein. This includes any services performed by the Contractor of his own volition or at the request of an individual other than a duly appointed Contracting Officer. Only a duly appointed Contracting Officer is authorized to change the specifications, terms, and/or conditions of this contract.

(end of clause)

H.7 H-025 TECHNICAL DIRECTION

(a) Performance of the work hereunder shall be subject to technical instructions, whether oral or written, issued by the Contracting Officer's Representative specified in SECTION G of this contract. As used herein, technical instructions are defined to include the following:

(1) Directions to the Contractor which suggest pursuit of certain lines of inquiry, change work emphasis, fill in details or otherwise serve to assist in the Contractor's accomplishment of the Statement of Work.

(2) Guidance to the Contractor which assists in the interpretation of drawings, specifications or technical portions of work description.

(b) Technical instructions must be within the general scope of work stated in the contract. Technical instructions may not be used to:

(1) assign additional work under the contract;

(2) direct a change as defined in the "Changes" clause of this contract;

(3) increase or decrease the contract price or estimated contract amount (including fee), as applicable, the level of effort, or the time required for contract performance; or

(4) change any of the terms, conditions or specifications of the contract.

(c) If, in the opinion of the Contractor, any technical instruction calls for effort outside the scope of the contract or is inconsistent with this requirement, the Contractor shall notify the Contracting Officer in writing within ten working days after the receipt of any such instruction. The Contractor shall not proceed with the work affected by the technical instruction unless and until the Contractor is notified by the Contracting Officer that the technical instruction is within the scope of this contract.

(d) Nothing in the foregoing paragraph shall be construed to excuse the Contractor from performing that portion of the contractual work statement which is not affected by the disputed technical instruction.

H.8 ORGANIZATIONAL CONFLICT OF INTEREST - GENERAL (02/96)

(a) The Contractor warrants that, to the best of its knowledge and belief, there are no relevant facts or circumstances which would give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, or that the Contractor has disclosed all such relevant information.

(b) The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the Contractor will make a full disclosure in writing to the Contracting Officer. This disclosure shall include a description of actions which the Contractor has taken or proposes to take to avoid or mitigate the actual or potential conflict.

(c) If the Contractor was aware of a potential organizational conflict of interest prior to award or discovered an actual or potential conflict after award and did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate the contract for default.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts.

H.9 SMOKE-FREE WORKPLACE NOTICE (05/95)

(a) The Department of State has been designated a smoke-free workplace.

(b) Definitions. "Smoking" means a lighted cigar, cigarette, pipe or other tobacco product. "Smoking Areas" means those designated exterior spaces where the smoking of tobacco products is permitted.

(c) Applicability. The Smoke-Free Workplace policy applies to all occupants of the Main State Complex; as well as all Department of State occupied space in other domestic buildings, whether owned, rented or leased, and to all Department of State owned, rented, or leased vehicles.

(d) Policy. It is the policy of the Department of State to promote a healthy environment. Accordingly, the Department has adopted a policy prohibiting smoking in the interior of all domestic buildings and facilities effective August 1, 1993.

H.10 GOVERNMENT- FURNISHED PROPERTY

(a) "Property" as used in this clause, means property acquired specifically for performance of this contract, or that may be incorporated into or attached to a task order in the performance of this contract.

(b) Title to Government - furnished property shall remain in the government throughout the contract period and any option period thereto. The Contractor shall use the Government-furnished property only in connection with this contract. The Contractor shall maintain adequate property control records in accordance with sound industrial practice and will make such records available for Government inspection at all reasonable times, unless the clause at FAR 52.245-1, Property Records, is included in this contract.

(c) Upon delivery of Government-furnished property to the Contractor, the Contractor assumes the risk and responsibility for loss or damage until it is turned back over to the Government.

(d) Upon completing this contract, the Contractor shall follow the instructions of the Contracting Officer regarding disposition of all Government - furnished property not consumed in performing this contract or previously delivered to the Government. The Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of the Government Property, as may be directed or authorized by the Contracting Officer. The net proceeds of any such disposal shall be credited to the contract price or shall be paid to the Government as directed by the Contracting Officer.

H.11 H-016 Key Personnel

(1) The Contractor shall assign to this contract the following key personnel:

FACILITY MANAGER ______________________________________

[Name to be inserted by Offeror at time of proposal submission.]

(2) The Contractor agrees that a partial basis for award of this contract is the key personnel proposed.

Accordingly, the Contractor agrees to assign to this contract those key persons whose resumes were submitted with the proposal necessary to fulfill the requirements of the contract. No substitution shall be made without prior notification to and concurrence of the Contracting Officer. During the first ninety days of performance, the Contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment.

(3) All proposed substitutes shall meet or exceed the qualifications of the person to be replaced. The Contracting Officer shall be notified in writing of any proposed substitution at least forty-five days, or ninety days if a security clearance is to be obtained, in advance of the proposed substitution. Such notification shall include:

(1) an explanation of the circumstances necessitating the substitution;

(2) a complete resume of the proposed substitute; and

(3) any other information requested by the Contracting Officer to enable him to judge whether or not the Contractor is maintaining the same high quality of personnel that provided the partial basis for award.

H.12 UTILITIES

Costs for utilities are incorporated into Section B CLIN prices, as provided by the PWS.

H.13 VEHICULAR AND GENERAL LIABILITY INSURANCE (Apr 1984)

(a) The Contractor, at the Contractor’s expense, agrees to maintain, during the continuance of this contract, vehicular liability and general public liability insurance with limits of liability for—

(1) Bodily injury of not less than $100,000.00 for each person and $100,000.00 for each occurrence; and

(2) Property damage of not less than $100,000.00 for each accident and $1,000,000.00 in the aggregate.

(b) The Contractor also agrees to maintain workers’ compensation and other legally required insurance with respect to the Contractor’s own employees and agents.

H.14 OPTION EXERCISE PERIODS

The Government has the right up until the last day of performance of the previous corresponding CLIN period to exercise any of the Option CLINs in whole or in part at the prices and/or rates set forth in section B.

SECTION I – CONTRACT CLAUSES

I.1 CLAUSES INCORPORATED BY REFERENCE FAR 52.252-02 (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; provided, however, that Contractor is not bound by any such clauses for which it is entitled to exemption or which are not applicable, whether because the work is being accomplished outside the United States of America or otherwise. 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):

FAR: www.acquisition.gov/far DOSAR: www.statebuy.state.gov/dosar These addresses are subject to change. If the Federal Acquisition Regulation (FAR) is not available at the locations indicated above, use the Dept. of State Acquisition Website at http://www.statebuy.state.gov/ to see the links to the FAR. You may also use an Internet “search engine” (such as Yahoo, Google and Bing) to obtain the latest location of the most current FAR.

Oct 2010

52.233-01

Disputes

May 2014