Solicitation.pdf

SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED

ORDER UNDER DPAS (15 CFR 7900)

RATING

PAGE OF

PAGES

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

91990020R0032 SEALED BID (IFB)

NEGOTIATED (RFP)

7. ISSUED BY CODE CPOB 8. ADDRESS OFFER TO (If other than Item 7)

US Department of Education Contracts & Acq Mgt/Group B, 550 12th St SW - 7th Floor Washington DC 20202-4240

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

SOLICITATION

9. Sealed offers in original and 1 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in until 3:00 PM ET local time APR 01, (Hour) (Date)

CAUTION - LATE Submissions, Modifications, and Withdrawls: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

B. TELEPHONE (NO COLLECT CALLS)10. FOR

INFORMATION CALL

A. NAME

Joseph Gibbs AREA CODE

NUMBER

453-7716

EXTENSION

C. E-MAIL ADDRESS

joseph.gibbs@ed.gov

11. TABLE OF CONTENTS

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

PART 1 - THE SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 - 1 X I CONTRACT CLAUSES 30 - 36

X B SUPPLIES OR SERVICES AND PRICES/COSTS 2 - 3 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPECS./WORK STATEMENT 8 - 8 X J LIST OF ATTACHMENTS 37 - 110

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

X E INSPECTION AND ACCEPTANCE 10 - 10 X K REPRESENTATIONS, CERTIFICATIONS AND OTHER 111 - 124

X F DELIVERIES OR PERFORMANCE 11 - 11 STATEMENTS OF OFFERORS

X G CONTRACT ADMINISTRATION DATA 12 - 13 X L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS 125 - 173

X H SPECIAL CONTRACT REQUIREMENTS 14 - 29 X M EVALUATION FACTORS FOR AWARD 174 - 184

OFFER (Must be fully completed by offeror) NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS (%)

14. ACKNOWLEDGMENT OF AMENDMENTS AMENDMENT NO. DATE AMENDMENT NO. DATE

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

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

15A. NAME AND

ADDRESS OF

OFFEROR

(Type or print)

15B. TELEPHONE NUMBER 15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT

AREA CODE NUMBER

EXTENSION FROM ABOVE - ENTER SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c) 41 U.S.C. 3304(a) ( )

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

ITEM

24. ADMINISTERED BY (If other than Item 7) 25. PAYMENT WILL BE MADE BY CODE

26. NAME OF CONTRACTING OFFICER(Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

(Signature of Contracting Officer)

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

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (REV. 6/2014)

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

PAGE 1 OF 184 91990020R0032

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

The U.S. Department of Education intends to award nine contracts to qualified entities to serve as the Regional Educational Laboratory (REL) for nine of the 10 REL regions. The purpose of each REL is to assist practitioners and policymakers in their work to improve outcomes for learners in its region from early childhood to adulthood by supporting stakeholders in the generation and use of research, evidence, and evidence-based practices.

0001 Year 1 of Performance

Period of Performance: 01/02/2022 to 01/01/2023

1.00 SE NSP NSP

0001AA Year 1 - CPFF

1.00 SE

0001AB Year 1 - Travel

0002 Year 2 of Performance

Period of Performance: 01/02/2023 to 01/01/2024

0002AA Year 2 - CPFF

0002AB Year 2 - Travel

0003 Year 3 of Performance

Period of Performance: 01/02/2024 to 01/01/2025

0003AA Year 3 - CPFF

0003AB Year 3 - Travel

0004 Year 4 of Performance

Period of Performance: 01/02/2025 to 01/01/2026

0004AA Year 4 - CPFF

0004AB Year 4 - Travel

0005 Year 5 of Performance

Period of Performance: 01/02/2026 to 01/01/2027

0005AA Year 5 - CPFF

PAGE 2 OF 184 91990020R0032

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0005AB Year 5 - Travel

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Table of Contents

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 302-2SCOPE OF WORK (FEBRUARY 1985)

SECTION D PACKAGING AND MARKING

D.1 303-1SHIPMENT AND MARKING (MARCH 1986)

SECTION E INSPECTION AND ACCEPTANCE

E.1 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

SECTION F DELIVERIES OR PERFORMANCE

F.1 52.242-15 STOP-WORK ORDER (AUG 1989)

F.2 52.242-15 I STOP-WORK ORDER (AUG 1989)--ALTERNATE I (APR 1984)

F.3 305-4PERIOD OF PERFORMANCE (MARCH 1986)

SECTION G CONTRACT ADMINISTRATION DATA

G.1 3452.201-70 CONTRACTING OFFICER`s REPRESENTATIVE (COR) (MAY 2011)

G.2 306-1bINVOICE AND CONTRACT FINANCING REQUESTS SUBMISSION - IPP (DECEMBER 2013)

G.3 306-9PROVISIONAL AND NEGOTIATED FINAL OVERHEAD RATES (OCTOBER 1993)

SECTION H SPECIAL CONTRACT REQUIREMENTS

H.1 3452.202-1 DEFINITIONS--DEPARTMENT OF EDUCATION (MAY 2011)

H.2 3452.208-71 PRINTING (MAY 2011)

H.3 3452.208-72 PAPERWORK REDUCTION ACT (MAY 2011)

H.4 3452.209-71 CONFLICT OF INTEREST (MAY 2011)

H.5 3452.215-70 RELEASE OF RESTRICTED DATA (MAY 2011)

H.6 3452.224-70 RELEASE OF INFORMATION UNDER THE FREEDOM OF INFORMATION ACT (MAY 2011)

H.7 3452.224-71 NOTICE ABOUT RESEARCH ACTIVITIES INVOLVING HUMAN SUBJECTS (MAY 2011)

H.8 3452.227-71 ADVERTISING OF AWARDS (MAY 2011)

H.9 3452.227-72 USE AND NON-DISCLOSURE AGREEMENT (MAY 2011)

H.10 3452.227-73 LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED INFORMATION MARKED WITH

RESTRICTIVE LEGENDS (MAY 2011)

H.11 3452.228-70 REQUIRED INSURANCE (MAY 2011)

H.12 3452.232-70 LIMITATION OF COST OR FUNDS (MAY 2011)

H.13 3452.237-70 SERVICES OF CONSULTANTS (MAY 2011)

H.14 3452.237-71 OBSERVANCE OF ADMINISTRATIVE CLOSURES (MAY 2011)

H.15 3452.239-70 INTERNET PROTOCOL VERSION 6 (MAY 2011)

H.16 3452.239-72 DEPARTMENT SECURITY REQUIREMENTS (MAY 2011)

H.17 3452.242-70 LITIGATION AND CLAIMS (MAY 2011)

H.18 3452.242-71 NOTICE TO THE GOVERNMENT OF DELAYS (MAY 2011)

H.19 3452.242-73 ACCESSIBILITY OF MEETINGS, CONFERENCES, AND SEMINARS TO PERSONS WITH DISABILITIES

(MAY 2011)

H.20 3452.243-70 KEY PERSONNEL (MAY 2011)

H.21 31.205.70FOOD COSTS

H.22 31.205.71TRAVEL COSTS

H.23 307-5PAYMENT OF TRAVEL EXPENSES AND FEES FOR ED EMPLOYEES (MARCH 1985)

H.24 307-12CONSENT TO SUBCONTRACT (AUGUST 1998)

H.25 307-19REDACTED PROPOSALS (DECEMBER 1998)

H.26 313.237-72CLEARANCE OF CONFERENCES/MEETINGS (FEBRUARY 2015):

H.27 316-1ACCESSIBILITY OF SOFTWARE (OCTOBER 1999)

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H.28 3452.239-71 DEVIATION (2020-01)Notice to Offerors of Department Security Requirements

(DEVIATION)

H.29 Administrative Closure Addendum

SECTION I CONTRACT CLAUSES

I.1 52.202-1DEFINITIONS (JUN 2020)

I.2 52.203-3 GRATUITIES (APR 1984)

I.3 52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

I.4 52.203-6RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020)

I.5 52.203-7ANTI-KICKBACK PROCEDURES (JUN 2020)

I.6 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (MAY

2014)

I.7 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (MAY 2014)

I.8 52.203-12LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JUN 2020)

I.9 52.203-13CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (JUN 2020)

I.10 52.203-17CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS (JUN 2020)

I.11 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)

I.12 52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018)

I.13 52.204-10REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (JUN 2020)

I.14 52.204-13SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)

I.15 52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS (OCT 2016)

I.16 52.209-6PROTECTING THE GOVERNMENT`S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (JUN 2020)

I.17 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018) 30

I.18 52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (NOV 2015)

I.19 52.210-1MARKET RESEARCH (JUN 2020)

I.20 52.211-11 LIQUIDATED DAMAGES--SUPPLIES, SERVICES, OR RESEARCH AND DEVELOPMENT (SEP 2000)

I.21 52.215-2AUDIT AND RECORDS--NEGOTIATION (JUN 2020)

I.22 52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

I.23 52.215-23LIMITATIONS ON PASS-THROUGH CHARGES (JUN 2020)

I.24 52.216-7 ALLOWABLE COST AND PAYMENT (AUG 2018)

I.25 52.216-8 FIXED FEE (JUN 2011)

I.26 52.217-2 CANCELLATION UNDER MULTI-YEAR CONTRACTS (OCT 1997)

I.27 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I.28 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2018)

I.29 52.219-9 IISMALL BUSINESS SUBCONTRACTING PLAN (JUN 2020)--ALTERNATE II (JUN 2020)

I.30 52.219-16 LIQUIDATED DAMAGES--SUBCONTRACTING PLAN (JAN 1999)

I.31 52.219-28POST-AWARD SMALL BUSINESS PROGRAM REPRESENTATION (MAY 2020)

I.32 52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

I.33 52.222-3 CONVICT LABOR (JUN 2003)

I.34 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS --OVERTIME COMPENSATION (MAY 2018)

I.35 52.222-17{52.222-17} [Reserved]

I.36 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015)

I.37 52.222-26 EQUAL OPPORTUNITY (SEPT 2016)

I.38 52.222-35EQUAL OPPORTUNITY FOR VETERANS. (JUN 2020)

I.39 52.222-36EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUN 2020)

I.40 52.222-37EMPLOYMENT REPORTS ON VETERANS (JUN 2020)

I.41 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010). 32

PAGE 5 OF 184 91990020R0032

I.42 52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDS--PRICE ADJUSTMENT

(MULTIPLE YEAR AND OPTION CONTRACTS) (AUG 2018)

I.43 52.222-50COMBATING TRAFFICKING IN PERSONS (OCT 2020)

I.44 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015)

I.45 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

I.46 52.223-18ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (JUN 2020)

I.47 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)

I.48 52.224-2 PRIVACY ACT (APR 1984)

I.49 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)

I.50 52.227-17 RIGHTS IN DATA--SPECIAL WORKS (DEC 2007)

I.51 52.228-7 INSURANCE--LIABILITY TO THIRD PERSONS (MAR 1996)

I.52 52.230-2COST ACCOUNTING STANDARDS (JUN 2020)

I.53 52.230-3DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (JUN 2020)

I.54 52.230-5COST ACCOUNTING STANDARDS--EDUCATIONAL INSTITUTION (JUN 2020)

I.55 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (JUN 2010)

I.56 52.232-1 PAYMENTS (APR 1984)

I.57 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)

I.58 52.232-11 EXTRAS (APR 1984)

I.59 52.232-17 INTEREST (MAY 2014)

I.60 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

I.61 52.232-22 LIMITATION OF FUNDS (APR 1984)

I.62 52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014)

I.63 52.232-25 PROMPT PAYMENT (JAN 2017)

I.64 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER--SYSTEM FOR AWARD MANAGEMENT (OCT 2018)

I.65 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUNE 2013)

I.66 52.233-1 I DISPUTES (MAY 2014)--ALTERNATE I (DEC 1991)

I.67 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I.68 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

I.69 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

I.70 52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS (JAN 1997)

I.71 52.242-13 BANKRUPTCY (JUL 1995)

I.72 52.243-2 I CHANGES--COST-REIMBURSEMENT (AUG 1987)--ALTERNATE I (APR 1984)

I.73 52.244-2 ISUBCONTRACTS (JUN 2020)--ALTERNATE I (JUN 2020)

I.74 52.244-5 COMPETITION IN SUBCONTRACTING (DEC 1996)

I.75 52.244-6SUBCONTRACTS FOR COMMERCIAL ITEMS (OCT 2020)

I.76 52.246-25 LIMITATION OF LIABILITY--SERVICES (FEB 1997)

I.77 52.249-6 TERMINATION (COST-REIMBURSEMENT) (MAY 2004)

I.78 52.249-14 EXCUSABLE DELAYS (APR 1984)

I.79 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

I.80 52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

I.81 3452.208-72 PAPERWORK REDUCTION ACT (MAY 2011)

I.82 3452.232-70 LIMITATION OF COST OR FUNDS (MAY 2011)

I.83 3452.242-70 LITIGATION AND CLAIMS (MAY 2011)

I.84 3452.242-73 ACCESSIBILITY OF MEETINGS, CONFERENCES, AND SEMINARS TO PERSONS WITH DISABILITIES

(MAY 2011)

I.85 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

I.86 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

I.87 3452.224-72 RESEARCH ACTIVITIES INVOLVING HUMAN SUBJECTS (MAY 2011)

SECTION J LIST OF ATTACHMENTS

PAGE 6 OF 184 91990020R0032

J.1 309-1aLIST OF ATTACHMENTS

J.2 Attachment A - Performance Work Statement

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K.1 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (SEP 2007)

K.2 52.204-5 WOMEN-OWNED BUSINESS (OTHER THAN SMALL BUSINESS) (OCT 2014)

K.3 52.204-17OWNERSHIP OR CONTROL OF OFFEROR (AUG 2020)

K.4 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

K.5 52.209-2 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS-REPRESENTATION (NOV

2015)

K.6 52.222-38 COMPLIANCE WITH VETERANS` EMPLOYMENT REPORTING REQUIREMENTS (FEB 2016)

K.7 52.225-25PROHIBITION ON CONTRACTING WITH ENTITIES ENGAGING IN CERTAIN ACTIVITIES OR TRANSACTIONS

RELATING TO IRAN--REPRESENTATION AND CERTIFICATIONS (JUN 2020)

K.8 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (MAR 2020)

K.9 52.204-24REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT (OCT 2020)

K.10 52.209-5CERTIFICATION REGARDING RESPONSIBILITY MATTERS (AUG 2020)

K.11 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

K.12 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (MAR 2020)

K.13 52.219-22 {52.219-22} [RESERVED]

K.14 52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999)

K.15 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

K.16 52.225-20 PROHIBITION ON CONDUCTING RESTRICTED BUSINESS OPERATIONS IN SUDAN--CERTIFICATION (AUG

2009)

K.17 52.230-1COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (JUN 2020)

K.18 52.230-7 PROPOSAL DISCLOSURE -- COST ACCOUNTING PRACTICE CHANGES (APR 2005)

K.19 3452.209-70 CONFLICT OF INTEREST CERTIFICATION (MAY 2011)

K.20 3452.227-72 USE AND NON-DISCLOSURE AGREEMENT (MAY 2011)

K.21 3452.232-71 INCREMENTAL FUNDING (MAY 2011)

K.22 310-9APPROVAL OF ACCOUNTING SYSTEM (MARCH 1985)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L.1 52.204-16COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (AUG 2020)

L.2 52.204-18COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (AUG 2020)

L.3 52.215-22 LIMITATIONS ON PASS-THROUGH CHARGES -- IDENTIFICATION OF SUBCONTRACT EFFORT (OCT

2009)

L.4 52.222-46 EVALUATION OF COMPENSATION FOR PROFESSIONAL EMPLOYEES (FEB 1993)

L.5 52.252-3 ALTERATIONS IN SOLICITATION (APR 1984)

L.6 52.215-1 I INSTRUCTIONS TO OFFERORS--COMPETITIVE ACQUISITION (JAN 2017)--ALTERNATE I (OCT

1997)

L.7 52.216-1 TYPE OF CONTRACT (APR 1984)

L.8 52.233-2 SERVICE OF PROTEST (SEP 2006)

L.9 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

L.10 Instructions to Offerors

SECTION M EVALUATION FACTORS FOR AWARD

M.1 Evaluation Criteria & Rating Scale

PAGE 7 OF 184 91990020R0032

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 302-2 SCOPE OF WORK (FEBRUARY 1985)

The contractor shall furnish all personnel, materials, services, and facilities necessary to perform the requirements set forth in the Statement of Work, Attachment A . This shall also be done in accordance with the specified General and Special Provisions and the contractor's final technical proposal, which are hereby incorporated by reference as a part of the contract.

PAGE 8 OF 184 91990020R0032

SECTION D

PACKAGING AND MARKING

D.1 303-1 SHIPMENT AND MARKING (MARCH 1986)

(a) The contract number shall be placed on or adjacent to all exterior mailing or shipping labels of deliverable items called for by the contract.

(b) Ship deliverable items to:

(The name of the Contracting Officer's Representative to be inserted at time of award)

(c) Mark deliverables for: (The name of the Contracting Officer's Representative to be inserted at time of award)

PAGE 9 OF 184 91990020R0032

SECTION E

INSPECTION AND ACCEPTANCE

E.1 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

(Reference 52.246-5)

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SECTION F

DELIVERIES OR PERFORMANCE

F.1 52.242-15 STOP-WORK ORDER (AUG 1989)

(Reference 52.242-15)

F.2 52.242-15 I STOP-WORK ORDER (AUG 1989)--ALTERNATE I (APR 1984)

(Reference 52.242-15 I)

F.3 305-4 PERIOD OF PERFORMANCE (MARCH 1986)

The period of performance shall be from January 3, 2022 to January 2, 2027 , inclusive of all specified deliveries and/or task work.

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SECTION G

CONTRACT ADMINISTRATION DATA

G.1 3452.201-70 CONTRACTING OFFICER`s REPRESENTATIVE (COR) (MAY 2011)

(a) The Contracting Officer`s Representative (COR) is responsible for the technical aspects of the project, technical liaison with the contractor, and any other responsibilities that are specified in the contract. These responsibilities include inspecting all deliverables, including reports, and recommending acceptance or rejection to the contracting officer.

(b) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes that affect the contract price, terms, or conditions. Any contractor requests for changes shall be submitted in writing directly to the contracting officer or through the COR.

No such changes shall be made without the written authorization of the contracting officer.

(c) The COR`s name and contact information: (To be inserted at time of award)

(d) The COR may be changed by the Government at any time, but notification of the change, including the name and address of the successor COR, will be provided to the contractor by the contracting officer in writing.

(End of Clause)

G.2 306-1b INVOICE AND CONTRACT FINANCING REQUESTS SUBMISSION - IPP (DECEMBER 2013)

(a) Payments shall be rendered in accordance with the identified payment schedule(s), and any other incorporated payment clause(s), specified rates, and/or fixed price amounts.

(b) The contractor shall submit invoices electronically by means of the web-based system, Invoice Processing Platform (IPP) that can be accessed at: http://www.ipp.gov/. All submitted invoices must be accompanied by supporting documentation in accordance with the contract's terms and conditions.

The supporting documentation shall be submitted in the following formats: Adobe Acrobat (pdf), Microsoft Word (doc), Pictures (jpeg), Microsoft Excel (excel), and Microsoft Outlook message (msg).

(c) Invoice Number Format - The format for the invoice shall be the contract number followed by the invoice number. The invoice number shall have no spaces, dashes, or other special characters. The invoice number cannot exceed 21 characters. Examples of acceptable invoice number formats are as follows:

Example 1, Definitive Contract:

Contract Number: ED-ABC-13-C-1234 Contractor's Invoice No.: 15897126341 IPP Invoice No.: EDABC13C1234158971263 (Note that the "-" characters were removed due to the requirement of not having special characters and the last two digits ["41"] from the contractor's invoice number were removed due to the 21 character limitation)

Example 2, Task/Delivery Order Contract:

Contract Number: ED-CDE-13-A-4567/0001 Contractor's Invoice No.: 158971263 IPP Invoice No.: EDCDE13A4567000115897 (Note that the "/" and "-" characters were removed due to the requirement of not having special characters and the last four digits ["1263"] from the contractor's invoice number were removed due to the 21 character limitation)

(d) If the Contractor has not already established an IPP account that is active, an IPP account will be automatically created on behalf of the Contractor. The automatically created IPP account will be issued to the Designated Primary Administrator, which will be the individual that has been identified in the "Accounts Receivable POC" Section of the Contractor's System for Award Management (SAM) registration located at https://www.sam.gov/portal/public/SAM/.

(e) Within ten (10) business days of the Contractor entering or updating the Accounts Receivable POC information within the Contractor's SAM registration, the Designated Primary Administrator will receive an email from the IPP Customer Support Team containing the Designated Primary Administrator's IPP username. Within 24 hours of receiving the initial email, the Designated Primary Administrator will receive a second email containing their IPP password. Once both emails have been received, the Designated Primary Administrator must log into IPP and complete the registration process.

(f) The Contractor's Designated Primary Administrator will be authorized to further designate other administrators under the Contractor's IPP account who may submit invoices on behalf of the Contractor.

PAGE 12 OF 184 91990020R0032

(g) The Contractor must ensure that the "Accounts Receivable POC" Section of its SAM registration is accurate and up to date.

(h) In the event that an invoice is rejected, the contractor shall make the necessary corrections and resubmit the invoice by means of IPP. Any questions, concerns, or issues regarding the use of IPP should be directed to IPP Customer Support Team, as identified at http://www.ipp.gov/

G.3 306-9 PROVISIONAL AND NEGOTIATED FINAL OVERHEAD RATES (OCTOBER 1993)

(a) Pending the establishment of final indirect cost rates, as required by the clause entitled "Allowable Cost and Payment" FAR 52.216-7, the Contractor shall be reimbursed for its indirect costs on the basis of the negotiated provisional, or billing, rates as set forth below. Those rates shall remain in effect until the contract is modified to incorporate either negotiated final indirect rates, as directed by either paragraph (d) or (f) of the same clause, as applicable, or revised provisional indirect cost rates, as explained in paragraph (e).

(b) The provisional overhead rate(s) applicable to this contract:

TO BE FILLED IN AT TIME OF AWARD

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SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 3452.202-1 DEFINITIONS--DEPARTMENT OF EDUCATION (MAY 2011)

(a) The definitions at FAR 2.101 are appended with those contained in Education Department Acquisition Regulations (EDAR) 3402.101.

(b) The EDAR is available via the Internet at www.ed.gov/policy/fund/reg/clibrary/edar.html.

H.2 3452.208-71 PRINTING (MAY 2011)

Unless otherwise specified in this contract, the contractor shall not engage in, nor subcontract for, any printing (as that term is defined in Title I of the Government Printing and Binding Regulations in effect on the effective date of this contract) in connection with the performance of work under this contract; except that performance involving the duplication of fewer than 5,000 units of any one page, or fewer than 25,000 units in the aggregate of multiple pages, shall not be deemed to be printing. A unit is defined as one side of one sheet, one color only (with black counting as a color), with a maximum image size of 10 3/4 by 14 1/4 inches on a maximum paper size of 11 by 17 inches. Examples of counting the number of units: black plus one additional color on one side of one page counts as two units. Three colors (including black) on two sides of one page count as six units.

H.3 3452.208-72 PAPERWORK REDUCTION ACT (MAY 2011)

(a) The Paperwork Reduction Act of 1995 applies to contractors that collect information for use or disclosure by the Federal government. If the contractor will collect information requiring answers to identical questions from 10 or more people, no plan, questionnaire, interview guide, or other similar device for collecting information may be used without first obtaining clearance from the Chief Acquisition Officer (CAO) or the CAO`s designee within the Department of Education (ED) and the Office of Management and Budget (OMB). Contractors and Contracting Officers` Representatives shall be guided by the provisions of 5 CFR part 1320, Controlling Paperwork Burdens on the Public, and should seek the advice of the Department`s Paperwork Clearance Officer to determine the procedures for acquiring CAO and OMB clearance.

(b) The contractor shall obtain the required clearances through the Contracting Officer`s Representative before expending any funds or making public contacts for the collection of information described in paragraph (a) of this clause. The authority to expend funds and proceed with the collection shall be in writing by the contracting officer. The contractor must plan at least 120 days for CAO and OMB clearance. Excessive delay caused by the Government that arises out of causes beyond the control and without the fault or negligence of the contractor will be considered in accordance with the Excusable Delays or Default clause of this contract.

H.4 3452.209-71 CONFLICT OF INTEREST (MAY 2011)

(a)

(1) The contractor, subcontractor, employee, or consultant, has certified that, to the best of its knowledge and belief, there are no relevant facts or circumstances that could give rise to an organizational or personal conflict of interest, (see FAR Subpart 9.5 for organizational conflicts of interest), (or apparent conflict of interest) for the organization or any of its staff, and that the contractor, subcontractor, employee, or consultant has disclosed all such relevant information if such a conflict of interest appears to exist to a reasonable person with knowledge of the relevant facts (or if such a person would question the impartiality of the contractor, subcontractor, employee, or consultant). Conflicts may arise in the following situations:

(i) Unequal access to information - A potential contractor, subcontractor, employee, or consultant has access to non-public information through its performance on a government contract.

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(ii) Biased ground rules - A potential contractor, subcontractor, employee, or consultant has worked, in one government contract, or program, on the basic structure or ground rules of another government contract.

(iii) Impaired objectivity - A potential contractor, subcontractor, employee, or consultant, or member of their immediate family (spouse, parent, or child) has financial or other interests that would impair, or give the appearance of impairing, impartial judgment in the evaluation of government programs, in offering advice or recommendations to the government, or in providing technical assistance or other services to recipients of Federal funds as part of its contractual responsibility. "Impaired objectivity" includes but is not limited to the following situations that would cause a reasonable person with knowledge of the relevant facts to question a person`s objectivity:

(A) Financial interests or reasonably foreseeable financial interests in or in connection with products, property, or services that may be purchased by an educational agency, a person, organization, or institution in the course of implementing any program administered by the Department;

(B) Significant connections to teaching methodologies that might require or encourage the use of specific products, property, or services; or

(C) Significant identification with pedagogical or philosophical viewpoints that might require or encourage the use of a specific curriculum, specific products, property, or services.

(2) Offerors must provide the disclosure described above on any actual or potential conflict (or apparent conflict of interest) of interest regardless of their opinion that such a conflict or potential conflict (or apparent conflict of interest) would not impair their objectivity.

(3) In a case in which an actual or potential conflict (or apparent conflict of interest) is disclosed, the Department will take appropriate actions to eliminate or address the actual or potential conflict (or apparent conflict of interest), including but not limited to mitigating or neutralizing the conflict, when appropriate, through such means as ensuring a balance of views, disclosure with the appropriate disclaimers, or by restricting or modifying the work to be performed to avoid or reduce the conflict. In this clause, the term "potential conflict" means reasonably foreseeable conflict of interest.

(b) The contractor, subcontractor, employee, or consultant agrees that if "impaired objectivity", or an actual or potential conflict of interest (or apparent conflict of interest) is discovered after the award is made, it will make a full disclosure in writing to the contracting officer.

This disclosure shall include a description of actions that the contractor has taken or proposes to take, after consultation with the contracting officer, to avoid, mitigate, or neutralize the actual or potential conflict (or apparent conflict of interest).

(c) Remedies. The Government may terminate this contract for convenience, in whole or in part, if it deems such termination necessary to avoid the appearance of a conflict of interest. If the contractor was aware of a potential conflict of interest prior to award or discovered an actual or potential conflict (or apparent conflict of interest) after award and did not disclose or misrepresented relevant information to the contracting officer, the Government may terminate the contract for default, or pursue such other remedies as may be permitted by law or this contract.

These remedies include imprisonment for up to five years for violation of 18 U.S.C. 1001 and fines of up to $5000 for violation of 31 U.S.C. 3802. Further remedies include suspension or debarment from contracting with the Federal government. The contractor may also be required to reimburse the Department for costs the Department incurs arising from activities related to conflicts of interest.

An example of such costs would be those incurred in processing Freedom of Information Act requests related to a conflict of interest.

(d) In cases where remedies short of termination have been applied, the contractor, subcontractor, employee, or consultant agrees to eliminate the organizational conflict of interest, or mitigate it to the satisfaction of the contracting officer.

(e) The contractor further agrees to insert in any subcontract or consultant agreement hereunder, provisions that conform substantially to the language of this clause, including specific mention of potential remedies and this paragraph (e).

H.5 3452.215-70 RELEASE OF RESTRICTED DATA (MAY 2011)

(a) Offerors are hereby put on notice that regardless of their use of the legend set forth in FAR 52.215-1(e), Restriction on Disclosure and Use of Data, the Government may be required to release certain data contained in the proposal in response to a request for the data under the Freedom of Information Act (FOIA). The Government`s determination to withhold or disclose a record will be based upon the particular circumstance involving the data in question and whether the data may be

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exempted from disclosure under FOIA. In accordance with Executive Order 12600 and to the extent permitted by law, the Government will notify the offeror before it releases restricted data.

(b) By submitting a proposal or quotation in response to this solicitation:

(1) The offeror acknowledges that the Department may not be able to withhold or deny access to data requested pursuant to FOIA and that the Government`s FOIA officials shall make that determination;

(2) The offeror agrees that the Government is not liable for disclosure if the Department has determined that disclosure is required by FOIA;

(3) The offeror acknowledges that proposals not resulting in a contract remain subject to FOIA;

and

(4) The offeror agrees that the Government is not liable for disclosure or use of unmarked data and may use or disclose the data for any purpose, including the release of the information pursuant to requests under FOIA.

(c) Offerors are cautioned that the Government reserves the right to reject any proposal submitted with:

(1) A restrictive legend or statement differing in substance from the one required by the solicitation provision in FAR 52.215-1(e), Restriction on Disclosure and Use of Data, or

(2) A statement taking exceptions to the terms of paragraphs (a) or (b) of this provision.

(End of Provision)

H.6 3452.224-70 RELEASE OF INFORMATION UNDER THE FREEDOM OF INFORMATION ACT (MAY 2011)

By entering into a contract with the Department of Education, the contractor, without regard to proprietary markings, approves the release of the entire contract and all related modifications and task orders including, but not limited to:

(1) Unit prices, including labor rates;

(2) Statements of Work/Performance Work Statements generated by the contractor;

(3) Performance requirements, including incentives, performance standards, quality levels, and service level agreements;

(4) Reports, deliverables, and work products delivered in performance of the contract (including quality of service, performance against requirements/standards/service level agreements);

(5) Any and all information, data, software, and related documentation first provided under the contract;

(6) Proposals or portions of proposals incorporated by reference; and

(7) Other terms and conditions.

H.7 3452.224-71 NOTICE ABOUT RESEARCH ACTIVITIES INVOLVING HUMAN SUBJECTS (MAY 2011)

(a) Applicable Regulations. In accordance with Department of Education regulations on the protection of human subjects, title 34, Code of Federal Regulations, part 97 ("the regulations"), the contractor, any subcontractors, and any other entities engaged in covered (nonexempt) research activities are required to establish and maintain procedures for the protection of human subjects.

(b) Definitions.

(1) The regulations define research as "a systematic investigation, including research development, testing and evaluation, designed to develop or contribute to generalizable knowledge."

(34 CFR 97.102(d)). If an activity follows a deliberate plan designed to develop or contribute to generalizable knowledge, it is research. Research includes activities that meet this definition, whether or not they are conducted under a program considered research for other purposes. For example, some demonstration and service programs may include research activities.

(2) The regulations define a human subject as a living individual about whom an investigator (whether professional or student) conducting research obtains data through intervention or interaction with the individual, or obtains identifiable private information. (34 CFR 97.102(f)).

The definition of a human subject is met if an activity involves obtaining--

(i) Information about a living person by--

(A) Manipulating that person`s environment, as might occur when a new instructional technique is tested; or

(B) Communicating or interacting with the individual, as occurs with surveys and interviews;

or

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(ii) Private information about a living person in such a way that the information can be linked to that individual (the identity of the subject is or may be readily determined by the investigator or associated with the information). Private information includes information about behavior that occurs in a context in which an individual can reasonably expect that no observation or recording is taking place, and information that has been provided for specific purposes by an individual and that an individual can reasonably expect will not be made public (for example, a school health record).

(c) Exemptions. The regulations provide exemptions from coverage for activities in which the only involvement of human subjects will be in one or more of the categories set forth in 34 CFR 97.101(b)(1)-(6). However, if the research subjects are children, the exemption at 34 CFR 97.101(b)

(2) (i.e., research involving the use of educational tests, survey procedures, interview procedures or observation of public behavior) is modified by 34 CFR 97.401(b), as explained in paragraph (d) of this provision. Research studies that are conducted under a Federal statute that requires without exception that the confidentiality of the personally identifiable information will be maintained throughout the research and thereafter, e.g., the Institute of Education Sciences confidentiality statute, 20 U.S.C. 9573, are exempt under 34 CFR 97.101(b)(3)(ii).

(d) Children as research subjects. Paragraph (a) of 34 CFR 97.402 of the regulations defines children as "persons who have not attained the legal age for consent to treatments or procedures involved in the research, under the applicable law of the jurisdiction in which the research will be conducted." Paragraph (b) of 34 CFR 97.401 of the regulations provides that, if the research involves children as subjects--

(1) The exemption in 34 CFR 97.101(b)(2) does not apply to activities involving--

(i) Survey or interview procedures involving children as subjects; or

(ii) Observations of public behavior of children in which the investigator or investigators will participate in the activities being observed.

(2) The exemption in 34 CFR 97.101(b)(2) continues to apply, unmodified by 34 CFR 97.401(b), to--

(i) Educational tests; and

(ii) Observations of public behavior in which the investigator or investigators will not participate in the activities being observed.

(e) Proposal Instructions. An offeror proposing to do research that involves human subjects must provide information to the Department on the proposed exempt and nonexempt research activities. The offeror should submit this information as an attachment to its technical proposal. No specific page limitation applies to this requirement, but the offeror should be brief and to the point.

(1) For exempt research activities involving human subjects, the offeror should identify the exemption(s) that applies and provide sufficient information to allow the Department to determine that the designated exemption(s) is appropriate. Normally, the narrative on the exemption(s) can be provided in one paragraph.

(2) For nonexempt research activities involving human subjects, the offeror must cover the following seven points in the information it provides to the Department:

(i) Human subjects` involvement and characteristics: Describe the characteristics of the subject population, including their anticipated number, age range, and health status. Identify the criteria for inclusion or exclusion of any subpopulation. Explain the rationale for the involvement of special classes of subjects, such as children, children with disabilities, adults with disabilities, persons with mental disabilities, pregnant women, institutionalized individuals, or others who are likely to be vulnerable.

(ii) Sources of materials: Identify the sources of research material obtained from or about individually identifiable living human subjects in the form of specimens, records, or data.

(iii) Recruitment and informed consent: Describe plans for the recruitment of subjects and the consent procedures to be followed.

(iv) Potential risks: Describe potential risks (physical, psychological, social, financial, legal, or other) and assess their likelihood and seriousness. Where appropriate, discuss alternative treatments and procedures that might be advantageous to the subjects.

(v) Protection against risk: Describe the procedures for protecting against or minimizing potential risks, including risks to confidentiality, and assess their likely effectiveness. Where appropriate, discuss provisions for ensuring necessary medical or professional intervention in the event of adverse effects to the subjects. Also, where appropriate, describe the provisions for monitoring the data collected to ensure the safety of the subjects.

(vi) Importance of knowledge to be gained: Discuss why the risks to the subjects are reasonable in relation to the importance of the knowledge that may reasonably be expected to result.

(vii) Collaborating sites: If research involving human subjects will take place at collaborating site(s), name the sites and briefly describe their involvement or role in the research. Normally, the seven-point narrative can be provided in two pages or less.

(3) If a reasonable potential exists that a need to conduct research involving human subjects may be identified after award of the contract and the offeror`s proposal contains no definite plans for

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such research, the offeror should briefly describe the circumstances and nature of the potential research involving human subjects.

(f) Assurances and Certifications.

(1) In accordance with the regulations and the terms of this provision, all contractors and subcontractors that will be engaged in covered human subjects research activities shall be required to comply with the requirements for Assurances and Institutional Review Board approvals, as set forth in the contract clause 3452.224-72 (Research activities involving human subjects).

(2) The contracting officer reserves the right to require that the offeror have or apply for the assurance and provide documentation of Institutional Review Board (IRB) approval of the research prior to award.

(g)

(1) The regulations, and related information on the protection of human research subjects, can be found on the Department`s protection of human subjects in research Web site: http://ed.gov/about/ offices/list/ocfo/humansub.html.

(2) Offerors may also contact the following office to obtain information about the regulations for the protection of human subjects and related policies and guidelines:

Protection of Human Subjects Coordinator U.S. Department of Education Office of the Chief Financial Officer Financial Management Operations 400 Maryland Avenue, SW.

Washington, DC 20202-4331 Telephone: (202) 245 8090.

(End of Provision)

H.8 3452.227-71 ADVERTISING OF AWARDS (MAY 2011)

The contractor agrees not to refer to awards issued by, or products or services delivered to, the Department of Education in commercial advertising in such a manner as to state or imply that the product or service provided is endorsed by the Federal government or is considered by the Federal government to be superior to other products or services.

H.9 3452.227-72 USE AND NON-DISCLOSURE AGREEMENT (MAY 2011)

(a) Except as provided in paragraph (b) of this clause, proprietary data, technical data, or computer software delivered to the Government with restrictions on use, modification, reproduction, release, performance, display, or disclosure may not be provided to third parties unless the intended recipient completes and signs the use and non-disclosure agreement in paragraph (c) of this clause prior to release or disclosure of the data.

(1) The specific conditions under which an intended recipient will be authorized to use, modify, reproduce, release, perform, display, or disclose proprietary data or technical data subject to limited rights, or computer software subject to restricted rights must be stipulated in an attachment to the use and non-disclosure agreement.

(2) For an intended release, disclosure, or authorized use of proprietary data, technical data, or computer software subject to special license rights, modify paragraph (c)(1)(iv) of this clause to enter the conditions, consistent with the license requirements, governing the recipient`s obligations regarding use, modification, reproduction, release, performance, display, or disclosure of the data or software.

(b) The requirement for use and non-disclosure agreements does not apply to Government contractors that require access to a third party`s data or software for the performance of a Government contract that contains the 3452.227-73 clause, Limitations on the use or disclosure of Government-furnished information marked with restrictive legends.

(c) The prescribed use and non-disclosure agreement is:

Use and Non-Disclosure Agreement The undersigned, ___________________, an authorized representative of the ____________________, (which is hereinafter referred to as the "recipient") requests the Government to provide the recipient with proprietary data, technical data, or computer software (hereinafter referred to as "data") in which the Government`s use, modification, reproduction, release, performance, display, or disclosure rights are restricted. Those data are identified in an attachment to this

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agreement. In consideration for receiving such data, the recipient agrees to use the data strictly in accordance with this agreement.

(1) The recipient shall--

(i) Use, modify, reproduce, release, perform, display, or disclose data marked with Small Business Innovative Research (SBIR) data rights legends only for government purposes and shall not do so for any commercial purpose. The recipient shall not release, perform, display, or disclose these data, without the express written permission of the contractor whose name appears in the restrictive legend (the contractor), to any person other than its subcontractors or suppliers, or prospective subcontractors or suppliers, who require these data to submit offers for, or perform, contracts with the recipient. The recipient shall require its subcontractors or suppliers, or prospective subcontractors or suppliers, to sign a use and non-disclosure agreement prior to disclosing or releasing these data to such persons. Such an agreement must be consistent with the terms of this agreement.

(ii) Use, modify, reproduce, release, perform, display, or disclose proprietary data or technical data marked with limited rights legends only as specified in the attachment to this agreement. Release, performance, display, or disclosure to other persons is not authorized unless specified in the attachment to this agreement or expressly permitted in writing by the contractor.

(iii) Use computer software marked with restricted rights legends only in performance of contract number ____________. The recipient shall not, for example, enhance, decompile, disassemble, or reverse engineer the software; time share; or use a computer program with more than one computer at a time. The recipient may not release, perform, display, or disclose such software to others unless expressly permitted in writing by the licensor whose name appears in the restrictive legend.

(iv) Use, modify, reproduce, release, perform, display, or disclose data marked with special license rights legends [To be completed by the contracting officer. See paragraph (a)(2) of this clause. Omit if none of the data requested is marked with special license rights legends].

(2) The recipient agrees to adopt or establish operating procedures and physical security measures designed to protect these data from inadvertent release or disclosure to unauthorized third parties.

(3) The recipient agrees to accept these data "as is" without any Government representation as to suitability for intended use or warranty whatsoever. This disclaimer does not affect any obligation the Government may have regarding data specified in a contract for the performance of that contract.

(4) The recipient may enter into any agreement directly with the contractor with respect to the use, modification, reproduction, release, performance, display, or disclosure of these data.

(5) The recipient agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of data received from the Government with restrictive legends by the recipient or any person to whom the recipient has released or disclosed the data.

(6) The recipient is executing this agreement for the benefit of the contractor. The contractor is a third party beneficiary of this agreement who, in addition to any other rights it may have, is intended to have the rights of direct action against the recipient or any other person to whom the recipient has released or disclosed the data, to seek damages from any breach of this agreement, or to otherwise enforce this agreement.

(7) The recipient agrees to destroy these data, and all copies of the data in its possession, no later than 30 days after the date shown in paragraph (8) of this agreement, to have all persons to whom it released the data do so by that date, and to notify the contractor that the data have been destroyed.

(8) This agreement shall be effective for the period commencing with the recipient`s execution of this agreement and ending upon __________. The obligations imposed by this agreement shall survive the expiration or termination of the agreement.

Recipient`s Business Name

Authorized Representative

Date

Representative`s Typed Name and Title

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H.10 3452.227-73 LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED INFORMATION MARKED

WITH RESTRICTIVE LEGENDS (MAY 2011)

(a) For contracts under which data are to be produced, furnished, or acquired, the terms limited rights and restricted rights are defined in the rights in data--general clause (FAR 52.227-14).

(b) Proprietary data, technical data, or computer software provided to the contractor as Government-furnished information (GFI) under this contract may…